Etruscus Resources Corp. — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

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Suite #604 – 850 West Hastings Street Vancouver, BC V6C 1E1 Phone: 604-336-9088 Fax: 604-688-5017

INFORMATION CIRCULAR

As at October 18, 2024

This Information Circular is being furnished in connection with the solicitation of proxies by the management of Etruscus Resources Corp. (the “ Company ”) for use at the Annual and Special meeting (the “ Meeting ”) of the holders of its common shares (the “ Common Shares ”) to be held on Thursday, November 28, 2024 at 10:00 am Pacific Standard Time and at Suite #1400 – 1125 Howe St., Vancouver, British Columbia, V6Z 2K8 for the purposes set forth in the accompanying Notice of Meeting, and at any adjournment thereof.

Cautionary Note Regarding Forward Looking Statements

This Information Circular includes “forward-looking statements” within the meaning of Canadian securities laws. All statements, other than statements of historical facts, included in this Information Circular that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. When used in this Information Circular, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements.

The forward-looking statements contained in this Information Circular are expressly qualified in their entirety by this cautionary statement. Such forward-looking statements are made as of the date of this Information Circular and, except as required under applicable securities laws, the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise.

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General

In this Information Circular, references to “ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name; and “ Intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that hold securities on behalf of Beneficial Shareholders. Unless otherwise indicated herein, all references to currency are to Canadian dollars.

No person has been authorized to give any information or to make any representation in connection with any matter described in this Information Circular other than those contained herein and, if given or made, any such information or representation should be considered not to have been authorized by the Company. This Information Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation. The information contained in this Information Circular should not be construed as legal, tax or financial advice.

PROXY INFORMATION

GENERAL PROXY INFORMATION

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. In accordance with National Instrument 54-101 of the Canadian Securities Administrators, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the voting common shares in the capital of the Company (the " Shares ") held on a record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in so doing. All costs of this solicitation will be borne by the Company.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy are directors, officers or other representatives of the Company. A shareholder entitled to vote at the Meeting has the right to appoint a person or company, who need not be a shareholder, to attend and act for the shareholder on the shareholder's behalf at the Meeting other than either the persons or company designated in the accompanying form of proxy, and may do so either by inserting the name of that other person in the blank space provided in the accompanying form of proxy or by completing and delivering another suitable form of proxy. Submitting a proxy by mail, by hand or by fax are the only methods by which a shareholder may appoint a person as proxy other than a director or officer of the Company named on the form of proxy.

Voting by Proxyholder

On a poll the nominees named in the accompanying form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. If the shareholder has specified a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

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

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

• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the proxy, the nominees named in the accompanying form of proxy will vote the Shares represented by the proxy at their own discretion for the approval of such matter.

Registered Shareholders

Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting. Registered shareholders electing to submit a proxy may do so by choosing one of the following methods:

• (a) complete, date and sign the enclosed form of proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-2497775, outside North America at (416) 263-9524, or by mail or by hand to the 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or

• (b) use a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or

• (c) log onto Computershare’s website at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Registered Shareholders must ensure the proxy is received by COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ON M5J 2Y1 at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof, unless otherwise provided in the instructions accompanying the proxy. Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person.

Advice to Beneficial Holders of Shares

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

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its

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own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Services (" Broadridge ") in the United States and in Canada. Broadridge mails a voting instruction form in lieu of the form of proxy provided by the Company. The voting instruction form will name the same persons as the proxy to represent the Beneficial Shareholder at the Meeting. A Beneficial Shareholder has the right to appoint a person (who need not be a Beneficial Shareholder of the Company) other than the persons designated in the voting instruction form, to represent the Beneficial Shareholder at the Meeting. To exercise this right, the Beneficial Shareholder should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use it to vote Shares directly at the Meeting - the voting instruction form must be returned to Broadridge, as the case may be, well in advance of the Meeting in order to have the Shares voted. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, Beneficial Shareholders may request in writing that their broker send to them a legal proxy which would enable them to attend at the Meeting and vote their Shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to the Company, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. In addition, a proxy may be revoked by the registered shareholder personally by attending the Meeting and voting the registered shareholder's Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has

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any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors of the Company (the “ Board ”) has fixed October 18, 2024 as the record date (the “ Record Date ”) for determining persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

As of October 18, 2024 , there were 53,270,361 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. As of October 18, 2024, the Company had no other class of securities.

To the knowledge of the directors and executive officers of the Company, other than as described herein, no person or company beneficially owns, directly or indirectly, or controls or directs shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.

FINANCIAL STATEMENTS

The comparative audited financial statements of the Company for the year ended March 31, 2024 and the report of the auditor thereof will be placed before the Meeting. The audited financial statements, the report of the auditor, together with the management's discussion and analysis can be found on www.sedarplus.ca .

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to approve the resolutions described herein. A special resolution is a resolution passed by a majority of not less than twothirds (2/3rds) of the votes cast by the shareholders who, being entitled to do so, voted in person or by proxy at the Meeting. If there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation .

ELECTION OF DIRECTORS

The number of directors on the Board is currently set at four (4) , and the Board proposes that the number of directors remain at four (4) . Shareholders will therefore be asked to approve, by ordinary resolution, that the number of directors elected be fixed at four (4) .

Management of the Company recommends that you vote FOR fixing the number of directors at four (4) . Unless instructed otherwise, the individuals named as proxy holders in the enclosed form of proxy intend to vote any Shares represented thereby as recommended.

The term of office of each of the current directors will expire at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) (the “ Act ”), each director elected will hold office until the

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conclusion of the next annual meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management’s nominees for election as directors, all positions with the Company and any of its subsidiaries each now holds, each nominee’s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at October 18, 2024:

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Name of Nominee, Common Shares
Period as a
Current Position(s) Principal Occupation, Business or Beneficially
Director of the
and Province or State and Employment Owned or
Company
Country of Residence Controlled
Fiore Aliperti Mr. Aliperti has been CEO of the July 1, 2017 - 2,370,000
Director and CEO Company since November 23, 2021, Present (4.45%)
and has been a director since
B.C., Canada
incorporation. He is also the President
of Avanti Consulting Inc. (December
2009 – present); President and CEO
(July 2013 – present) and Director
(February 2012 – present) of Metallis
Resources Inc. and a director of
Stuhini Exploration Ltd. (June 2018 –
present).
David Parker [(1)] Mr. Parker has spent 20+ years in real May 30, 2024 - 454,300 [(2)]
Director estate development and public Present (0.85%)
B.C., Canada company startups, mostly in
technology and resources. He
received his real estate license from
UBC Sauder School of Business and
is a member of the Chilliwack
commercial real estate division within
the Chilliwack and District Real Estate
Board. He is also a director of Ramp
Metals, a TSX-V listed company.
Gordon Lam [(1)] Mr. Lam is a director of the Company July 1, 2017 - 2,100,001
Director and acted as CEO from incorporation Present (3.94%)
to July 1, 2021. He has also been the
B.C, Canada
CEO of Hatch 8 Capital since October
2014. In addition, Mr. Lam also
currently serves as the Chief Financial
Officer of Matoot Games Ltd. (March
2014 – present).
Michael Sikich [(1)] Mr. Sikich is a director of the July 1, 2017 - 2,100,000
Director Company. He is a Managing Broker of Present (3.94%)
B.C., Canada TRG – the Residential Group
Downtown Realty (September 2006 –
present); and a director of Metallis
Resources Inc. (February 2012 –
present).
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(1) Member of the Company’s Audit Committee

(2) Shares held directly and indirectly

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The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled by each director nominee is not within the knowledge of the management of the Company and has been furnished by each respective nominee. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

Further Information

Other than as set out above, no proposed director (including any personal holding company of a proposed director), is:

• (1) as at the date of the Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

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

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

• (2) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• (3) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (4) has been subject to:

• (a) any penalties or sanctions imposed by a court relation to securities legislation or by a securities regular authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other

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person or company, except the directors and executive officers of the Company acting solely in such capacity.

APPOINTMENT OF AUDITOR

Manning Elliot LLP, of Vancouver, British Columbia, will be nominated at the Meeting for reappointment as the Company’s auditor, until the next Annual Meeting of the Company, with remuneration to be fixed by the Board.

CORPORATE GOVERNANCE

General

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

National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations. National Instrument 58-101 Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices in Form 58-101F2, which disclosure is set out below.

Board of Directors

The mandate of the Board is to supervise the management of the Company and to act in the best interests of the Company. The Board acts in accordance with:

• (a) the Business Corporations Act (British Columbia);

• (b) the Company's articles of incorporation;

• (c) the charters of the Board and the Board committees; and

• (d) other applicable laws and Company policies.

The Board approves all significant decisions that affect the Company before they are implemented. The Board supervises their implementation and reviews the results.

Of the Company’s proposed slate of four (4) directors, three (3) would be considered independent. A director is independent if he has no material relationship with the Company. A “material relationship” is a relationship which could, in view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgement. Certain types of relationships are by their nature considered to be material relationships.

The independent Board members are Michael Sikich, Gordon Lam and David Parker. The nonindependent Board member is Fiore Aliperti, Chief Executive Officer of the Company.

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The Board is responsible for determining whether or not each director is an independent director. The officers are not considered independent. None of the other director’s work in the day-to-day operations of the Company, are party to any material contracts with the Company, or receive any fees from the Company except as disclosed in this Information Circular.

The Board is actively involved in the Company's strategic planning process. The Board discusses and reviews all materials relating to the strategic plan with management. The Board is responsible for reviewing and approving the strategic plan. At least one Board meeting each year is devoted to discussing and considering the strategic plan, which takes into account the risks and opportunities of the business. Management must seek the Board's approval for any transaction that would have a significant impact on the strategic plan.

The Board periodically reviews the Company's business and implementation of appropriate systems to manage any associated risks, communications with investors and the financial community and the integrity of the Company's internal control and management information systems. The Board also monitors the Company's compliance with its timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board periodically discusses the systems of internal control with the Company's auditor.

The Board is responsible for choosing the President and CEO and appointing senior management and for monitoring their performance and developing descriptions of the positions for the Board, including the limits on management's responsibilities and the corporate objectives to be met by the management.

The Board approves all the Company's major communications, including annual and quarterly reports, financing documents and press releases. The Company communicates with its stakeholders through a number of channels including its website. The Board approved the Company's communication policy that covers the accurate and timely communication of all important information. It is reviewed annually. This policy includes procedures for communicating with analysts by conference calls.

The Board, through its audit committee (“Audit Committee”), examines the effectiveness of the Company's internal control processes and management information systems. The Board consults with the auditor and management of the Company to ensure the integrity of these systems. The auditor submits a report to the Audit Committee each year on the quality of the Company's internal control processes and management information systems.

Directorships

Fiore Aliperti is a director of Metallis Resources Inc. and Stuhini Exploration Ltd. Michael Sikich is a director of Stuhini Exploration Ltd.

Orientation and Continuing Education

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

Meetings of the Board may also include presentations by the Company’s management to give the directors additional insight into the Company’s business.

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Ethical Business Conduct

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

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid, and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

Nomination of Directors

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

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

Compensation

The Company had no arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services in their capacity as directors, or for board participation, involvement in special assignments or for services as a consultant or expert during the financial year ended March 31, 2024 or subsequently, up to and including the date of this Circular with the exception of stock-based and restricted share unit (“ RSU ”) compensation as detailed in this Circular.

In the Board’s view, there is, and had been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers stock option and RSU grants to directors under their respective Plans from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of stock options and RSU’s. Other than the Stock Option Plan and RSU Plan, as discussed above, the Company does not

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offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

The Board believes that a compensation package for its executive officers including consulting fees and equity-based incentives is appropriate in achieving its objectives. The Company does not have any predetermined performance goals for its executive officers, but expects each executive officer to serve the Company and its shareholders to the best of his abilities.

Each of the executive officers who serve the Company in both full time or part time capacities are compensated primarily by a consulting fee that is negotiated between the Board and the executive officer. The rationale of providing a consulting fee is to reward the executive officer’s time spent on the Company and its development, and provide a reasonable incentive for the executive office to focus his attention on the Company.

The Company provides a Stock Option Plan and a Restricted Share Units Plan to motivate its executive officers by providing them with the opportunity to acquire interests in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of stock options or restricted share units to its executive officers.

Stock options and RSU’s may be granted to executive officers when the Board wishes to align such officers’ interests with those of the shareholders. The number of stock options or RSU’s granted to each executive officer is determined solely by the Board and is based on such factors as the executive officer’s performance, his consulting fee, if any, and the Company’s share price at the time such options are granted.

Other Board Committees:

Compensation Committee

The Compensation Committee is appointed by and assists the Board of Directors of the Company in carrying out its responsibilities relating to executive and director compensation. The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers and Directors.

Health, Safety, Environment and Social Responsibility Committee

The Health, Safety, Environment and Social Responsibility Committee is a committee of the Board of Directors of the Company Its purpose is to assist the Board in fulfilling its responsibilities to provide global oversight and support of the Company’s health, safety, environmental and social responsibility policies, programs, activities and initiatives.

Assessments

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

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COMPENSATION OF EXECUTIVE OFFICERS

In this section “Named Executive Officer” means the Chief Executive Officer, the Chief Financial Officer, and each of the three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year end.

Fiore Aliperti, the Company’s Chief Executive Officer from November 23, 2021 – present, Gordon Lam, the Company’s Chief Executive Officer up to July 1, 2021, Jason Leikam, the Company’s Chief Executive Officer from July 1, 2021 to November 23, 2021 and Jon Lever, the Company’s Chief Financial Officer, are the only Named Executive Officers of the Company for the purposes of the following disclosure. Pursuant to Item 1.3(2) of Form 51-102F6, the Company has omitted certain tables and columns of tables that do not apply to this disclosure.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES (for the fiscal year ended March 31, 2024)

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Name and position Year Salary, Value of Value of all
consulting fee, Committee or Perqui- other Total
retainer or Bonus meeting fees sites compensation compensation
commission ($) ($) ($) ($) ($) ($)
Fiore Aliperti, 2024 72,000 [(1)] Nil Nil Nil Nil 72,000
CEO and Director 2023 72,000 [(1)] Nil Nil Nil Nil 72,000
2022 48,000 [(1)] Nil Nil Nil Nil 48,000
David Parker [(4)] , 2024 Nil Nil Nil Nil Nil Nil
Director 2023 N/A N/A N/A N/A N/A N/A
2022 N/A N/A N/A N/A N/A N/A
Gordon Lam [(5)] , 2024 2023 36,00072,000 [(2)][(2)] Nil Nil Nil Nil Nil Nil Nil Nil 36,000 72,000
Director
2022 90,000 [(2)] Nil Nil Nil Nil 90,000
Jon Lever, 2024 54,000 [(3)] Nil Nil Nil Nil 54,000
2023 54,000 [(3)] Nil Nil Nil Nil 54,000
CFO
2022 54,000 [(3)] Nil Nil Nil Nil 54,000
Michael Sikich, 2024 Nil Nil Nil Nil Nil Nil
Director 2023 Nil Nil Nil Nil Nil Nil
2022 Nil Nil Nil Nil Nil Nil
Jason Leikam [(6)] , 2024 N/A N/A N/A N/A N/A N/A
Former Director 2023 Nil Nil Nil Nil Nil Nil
2022 54,000 [(7)] Nil Nil Nil Nil 54,000
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(1) Charged by Mr. Aliperti’s wholly-owned company Avanti Consulting Inc.

(2) Charged by Mr. Lam’s wholly-owned company Hatch 8 Consulting.

(3) Charged by Mr. Lever’s wholly-owned company Lever Capital Corp.

(4) Mr. Parker was appointed May 30, 2024

(5) Mr. Lam resigned as CEO July 1, 2021

(6) Mr. Leikam resigned as President and CEO November 23, 2021 and subsequently resigned as director on November 16, 2023

(7) Charged by Mr. Leikam’s wholly-owned company Maxus Management Corp.

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The Company may pay remuneration to its directors and officers if the Board feels the Company is able to do so. At present, the Company is in the development stage, has not generated any revenue and has not paid any directors’ fees to its directors.

COMPENSATION SECURITIES (for the fiscal year ended March 31, 2024)

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Number of
compensation Closing Closing
Type of securities, Date of issue Issue, price of price of
Name and Position compen- number of or grant conver- security or security Expiry Date
sation underlying sion or underlying or
security securities, and exercise security on underlyin
percentage of price date of g security
class [(1)] ($) grant ($) at year
end
($)
Fiore Aliperti Stock 50,000 Sept 21, 2020 0.36 0.375 Sept 21, 2025
CEO and Director Options 200,000 Oct 26, 2022 0.15 0.06 0.04 Oct 26, 2027
Jon Lever Stock 65,000 Sept 21, 2020 0.36 0.375 Sept 21, 2025
CFO Options 200,000 Oct 26, 2022 0.15 0.06 0.04 Oct 26, 2027
Michael Sikich Stock 50,000 Sept 21, 2020 0.36 0.375 Sept 21, 2025
Director Options 75,000 Oct 26, 2022 0.15 0.06 0.04 Oct 26, 2027
Gordon Lam Stock 150,000 Sept 21, 2020 0.36 0.375 Sept 21, 2025
Director Options 75,000 Oct 26, 2022 0.15 0.06 0.04 Oct 26, 2027
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(1) The total amount of compensation securities, and underlying securities, held by each named executive officer or director on the last day of the most recently completed financial year end:

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Name Total Compensation Securities Description of Underlying Securities
Fiore Aliperti 250,000 stock options Convertible into 250,000 common shares
Jon Lever 265,000 stock options Convertible into 265,000 common shares
Michael Sikich 125,000 stock options Convertible into 125,000 common shares
Gordon Lam 225,000 stock options Convertible into 225,000 common shares
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The Canadian Securities Exchange (the “CSE” ) policies require that each company listed on the Exchange have a security compensation plan if the company issues securities pursuant to the exercise of securities issued in connection with the security-based compensation plan. The Company’s 2023 Stock Option Plan (the “ Plan ”) and the Restricted Share Unit Plan (the “ RSU Plan ”) were approved at the Company’s 2023 annual general and special meeting.

1.

2023 Stock Option Plan

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

(a) Directors, officers, employees and Consultants of the Company, or to person engaged in Investor Relations Activities on behalf of the Company or any of its subsidiaries are eligible to receive grants of options under the Plan.

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(b) The Plan is administered by the Board or such other persons as may be designated by the Board (the “ Administrators ”), if applicable, based on the recommendation of the compensation committee of the Board (the “ Compensation Committee ”). The Administrators determine the eligibility of persons to participate in the Plan, when Options will be awarded or granted, the number of Options to be awarded or granted, the vesting criteria for each grant of Options and all other terms and conditions of each award and grant, in each case in accordance with applicable securities laws and the requirements of the CSE.

(c) The total number of common shares that may be issued on exercise of options, together with the common shares issuable under the Restricted Share Unit Plan, that may be awarded under the Plan, shall not exceed 10% of the number of issued and outstanding common shares from time to time.

(d) Under the Plan, the number of common shares which may be reserved for issue: (i) to any one Optionee who is an Insider and any associates of such insider, shall not exceed 5% of the outstanding issue; and (ii) to all persons who undertake Investor Relations Activities, shall not exceed 2% of the outstanding issue. “Outstanding issue” is determined on the basis of the number of common shares that are outstanding immediately prior to the common share issuance in question.

(f) Person participating in the Plan will cease to be eligible to participate in the following circumstances: (i) receipt of any notice of termination of employment or service (whether voluntary or involuntary and whether with or without cause); (ii) retirement; and (iii) any cessation of employment or service for any reason whatsoever, including disability and death (an “ Event of Termination ”).

(g) The exercise price of any options granted is determined by the policies of the CSE, and shall not be less than the greater of the last closing price of the Company's common shares traded through the facilities of the CSE prior to the grant of the options, or the date of the grant of such options.

(h) Each Option granted pursuant to the Plan will entitle the holder thereof to the issuance of one common share upon achievement of the vesting criteria and payment of the applicable exercise price. Options granted under the Plan will be exercisable for common shares issued from treasury once the vesting criteria established by the Administrators at the time of the grant have been satisfied.

(i) Options granted under the Plan are non-assignable and non-transferable and are issuable for a period of up to ten (10) years.

(j) The Plan provides that the Administrators may determine when any Option will become exercisable and may determine that Options shall be exercisable in instalments or pursuant to a vesting schedule. The Option Agreement will disclose any vesting conditions prescribed by the Administrators.

(k) An optionee's options expire one year (or such other time, not to exceed one year, as shall be determined by the Administrator) after the date the Optionee ceases to be eligible to receive Options.

(l) Notwithstanding the foregoing, if an Optionee dies, any vested options held by him or her at the date of death will become exercisable by the Optionee's lawful personal representatives,

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heirs or executors until the earlier of one year from the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option.

(m) A person participating in the Plan will cease to be eligible to participate where there is an Event of Termination. In such circumstances, unless otherwise determined by the Administrators in their discretion, any unvested options will be automatically cancelled, terminated and not available for exercise and any vested options may be exercised only before the earlier of: (i) the termination of the Option; and (ii) 90 days after the date of the Event of Termination. If a person is terminated for just cause, all Options will be (whether or not then exercisable) automatically cancelled.

(n) Options that have been cancelled or that have expired without being exercised prior to its expiry date, the Company shall not grant new Options to the same Eligible Person until 30 days have elapsed from the date of cancellation.

(o) The total number of Options under the Plan shall replenish equal to and upon exercise of the granted Options exercised under the Plan.

(p) Transferability. Options granted under the Plan or any rights of a Participant cannot be transferred, assigned, charged, pledged or hypothecated, or otherwise alienated, whether by operation of law or otherwise. A copy of the Plan is posted on the Company’s website at www.etruscusresources.com and will be available for inspection at the 2024 Annual General and Special Meeting.

2. Restricted Share Unit Plan

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

The RSU Plan which is posted on the Company’s website to fulfil the Company’s ability to recruit and retain qualified individuals suitable as employees, eligible consultants, officers and directors of the Company to carry out all aspects of the Company’s business plans in the best interests of the shareholders.

The RSU Plan shall be administered by the Board and restricted share units (the “ RSUs ”) may be awarded to employees, directors and officers of the Company.

The RSUs are subject to vesting schedules established at the time of the grant of the RSUs by the Board. Once vested, holders of the RSUs are entitled to receive the equivalent number of underlying common shares or cash equal to the greater of (i) the average weighted closing price of the Company’s shares traded for the past five days, or (ii) the closing price of the previous trading day as more particularly described in the RSU Plan (the “ Fair Market Value ”) or any combination thereof as determined by the Company.

Vested RSUs may be settled through the issuance of common shares from treasury (subject to the disinterested shareholder approval of the RSU Plan being sought at this Meeting) in cash or in any combination of the foregoing (as determined by the Company). If settled in cash, the amount shall be equal to the number of common shares in respect of which an RSU holder is entitled multiplied by the market value of a common share on the trigger date, which shall be the third anniversary of the date the RSUs are granted or an earlier date approved by the Compensation Committee as more particularly described in the RSU Plan (the “ Trigger Date ”).

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The Trigger Date shall be no later than the expiry date of such RSUs. The Board shall determine the expiry date of RSUs at the time such RSUs are granted, and the maximum term of an expiry date shall be one year after a holder the RSUs ceases to be an employee, director or eligible consultant of the Company (the “ Expiry Date ”).

Any RSUs granted by the Company in accordance with the RSU Plan and any common shares which may be reserved, set aside and available for issuance regarding such RSUs shall not exceed 1,500,000 common shares of the Company.

The maximum amount of common shares issuable to insiders (as a group) under the RSU Plan, (together with those common shares issuable pursuant to the Plan) shall not exceed 10% common shares of the Company at any point in time, calculated as at the date the RSUs are granted to any such insiders.

The maximum aggregate number of common shares issuable to any one person under the RSU Plan (together with any common shares issuable pursuant to the Plan) shall not exceed 5% common shares of the Company in any 12 month period, calculated as at the date the RSUs are granted to any such insiders.

RSUs which have not vested on a participant’s termination date shall be terminated and forfeited unless other determined by the Compensation Committee. In the event a RSU holder ceased to be an employee of the Company as a result of termination of employment without cause, the Company shall have the sole discretion (unless otherwise provided in a grant agreement) to determine if all or a portion of the RSUs held by the RSU holder may be permitted to continue to vest in accordance with any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined by the Company in its sole discretion. All forfeited RSUs are available for future grants.

Disinterested shareholder approval shall mean that all directors, officers and any other eligible participants under the Restricted Share Unit Plan shall abstain from voting and shall not otherwise be included in the vote regarding the Restricted Share Unit Plan.

RSUs cannot be assigned or transferred other than by will or the laws of descent and distribution.

The Board in its sole discretion may, without notice, amend the Restricted Share Unit Plan or any provisions thereof in such manner as the Board determines, including but not limiting to amendments to the terms and conditions of the Restricted Share Unit Plan to ensure that the Restricted Share Unit Plan complies with applicable regulatory requirements any amendments that are of a “housekeeping” nature.

All other amendments to the Restricted Share Unit Plan are subject to the prior approval of shareholders and the CSE.

PENSION PLAN BENEFITS

The Company has no pension plans that provide for payments or benefits at, following, or in connection with retirement.

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TERMINATION AND CHANGE OF CONTROL BENEFITS

Termination of Employment

If the consulting agreements between the Company and the professional services corporations of Mr. Aliperti, Chief Executive Officer and Mr. Lever, Chief Financial Officer, are terminated by the Company without cause, such officers shall be entitled to a payment equal to the monthly base service fee that has been earned and unpaid as of the date of termination, plus an amount equal to twenty four times the monthly service fee as of the last day of work. In addition, all stock options shall vest and made available for exercise within 90 days following the date of termination.

Change of Control

In the event of the resignation or termination without cause of Mr. Aliperti, Chief Executive Officer and Mr. Lever, Chief Financial Officer, within 12 months upon a change of control, the Company shall pay to the officer an amount equal to 24 times the monthly service fee.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

MANAGEMENT CONTRACTS

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

AUDIT COMMITTEE

Audit Committee Charter

The Company’s Audit Committee is governed by a written charter that sets out its mandate and its duties and responsibilities. The Audit Committee Charter, as approved by the Company’s Board of Directors, is included in Schedule “B” of this information circular.

Audit Committee Composition

The Audit Committee is comprised of Gordon Lam, Michael Sikich and David Parker . Each of the members are independent, and all are financially literate, as described in National Instrument 52-110 – Audit Committees (“NI 52-110”).

Relevant Education and Experience

Gordon Lam

Mr. Lam is a director of the Company and acted as CEO of the Company from incorporation to July 1, 2021. He has also been CEO of Hatch 8 Capital since October 2014. In addition, Mr. Lam also currently serves as the CFO of Matoot Games Ltd. (March 2014 – present). Previously, Mr. Lam was self-employed as a consultant (July 2013 – October 2014) and served as an investment advisor for 16 years, last with PI Financial Corp. (January 2009 – July 2013).

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David Parker

David Parker was appointed by the Board of Directors. David has spent 20+ years in real estate, bringing a wealth of experience in capital raising across different industries and a dynamic, diligent approach to his new appointment. As a former president and director of a $20 million multi-family residential development project, Mr. Parker navigated complex municipal and provincial regulatory requirements including securing approval from local First Nations communities.

In addition to his extensive real estate development experience, Mr. Parker has been instrumental in technology sector financings, at the seed, IPO, development and operational levels. He also played a pivotal role in transforming Ramp Metals Inc. from an uncapitalized partnership into a publicly traded company listed on the TSX-V in March 2024. His expertise extends to consulting for mining and technology companies listed on the CSE and TSX.V. Mr. Parker’s diverse experience, financial literacy and proven leadership will undoubtedly support Etruscus Resources’ continued growth and success.

Michael Sikich

Mr. Sikich is a director of the Company and Managing Broker of TRG – the Residential Group Downtown Realty (September 2006 – present). He has also been an independent director of Metallis Resources Inc. since 2012, and is a member of Metallis Resources Inc.’s audit committee.

Audit Committee Oversight

At no time in 2024 or 2023, up to the date of this report, has a recommendation of the Audit Committee to nominate or compensate an auditor, not been adopted by the board of the Company.

Reliance on Certain Exemptions

Since the commencement of 2018 and up to the date of this report, the Company has not relied on:

• a) The exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services); and b) An exemption from of NI 52-110, in whole or in part, granted from Part 8 (Exemptions)

Pre-approval policies and procedures

All audit, audit related, tax and non-audited services to be performed by the external audit firm are pre-approved by the Audit Committee. Before approval is given, the Audit Committee examines the independence of the auditor in relation to the services to be provided and assesses the reasonableness of the fees to be charged for such services.

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Auditor Service Fees

The following table sets for the aggregate professional fees billed to the Company by its auditors, during each of the three most recently completed financial years.

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Nature of Services 2024 2023 2022
Audit Fees [(1)] $ 30,600 $ 35,000 $ 27,500
Audit-Related Fees [(2)] Nil Nil Nil
Tax Fees [(3)] $ 3,500 $ 3,000 $ 2,500
All Other Fees [(4)] Nil Nil Nil
Total $ 34,100 $ 38,000 $ 30,000
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• (1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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

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

• (4) “All Other Fees” include all other non-audit services, including review engagements.

Exemptions

Company is relying on the exemptions in section 6.1 of NI 52-110 from the requirement in Part 5 of NI 52-110. (Reporting Obligations)

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ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the year ended March 31, 2024 and in the related Management’s Discussion and Analysis as filed on SEDAR+ at www.sedarplus.ca. The audited financial statements of the Company for the year ended March 31, 2023 will also be placed before the Meeting. Additional information relating to the Company is filed on SEDAR+ at www.sedarplus.ca and upon request from the Company at (604) 336-9088. Copies of documents will be provided free of charge to securityholders of the Company. The Company may require the payment of a reasonable charge from any person or company who requests a copy of any such document and is not a securityholder of the Company.

OTHER MATTERS

As of the date of this Information Circular, the Board is not aware of any matter, other than those referred to in the Notice of Meeting, which it anticipates will come before the Meeting. Should any other matters properly be brought before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting such proxies.

The contents of the Notice of Meeting and this Information Circular and its distribution to the shareholders of the Company have been approved by the Board.

DATED at Vancouver, British Columbia, this 18[th] day of October, 2024 .

By order of the Board

“Fiore Aliperti”

Fiore Aliperti

Chief Executive Officer and Director

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