FOUNDERS METALS INC.
Suite 2880 – 1021 West Hastings Street
Vancouver, British Columbia V6E 0C3
Tel: (236) 301-4211

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 (the “Shareholders”) of common shares of Founders Metals Inc. (the “Company”) will be held at Suite 2880 – 1021 West Hastings Street, Vancouver, British Columbia Canada V6E 0C3, on May 7, 2026 at 10:00 a.m. (Pacific Standard Time), for the following purposes:

to receive the Company’s audited financial statements for the financial years ended August 31, 2025 and 2024, and the auditor’s report and management’s discussion and analysis thereon;
to fix the number of directors to be elected at the Meeting at five (5);
to elect directors to hold office until the next annual general meeting of the Company, as more particularly described in the accompanying management information circular dated April 6, 2026 (the “Circular”);
to appoint Davidson & Company LLP, as the Company’s auditor for the ensuing year, and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
to consider and approve the adoption of the Company’s omnibus equity incentive plan, the full text of which is set out in Schedule B, as more particularly described in the accompanying Circular;
to transact any other business that may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

A management information circular and a form of proxy (“Proxy”) and/or voting instruction form (“VIF”) accompany this Notice. The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. Only Shareholders of record at the close of business on April 2, 2026, will be entitled to, receive notice of, and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her place. If you are unable to attend the Meeting or any adjournment in person, please read the instructions accompanying the enclosed form of Proxy and/or VIF and then complete, sign, and date the Proxy and/or VIF and then return it in accordance with the instructions provided therein. The Company’s management is soliciting the enclosed form of Proxy and VIF; however, you may appoint a person other than management’s nominees to represent you at the Meeting in accordance with the instructions provided in the Proxy and VIF.

DATED as of this 6th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Colin Padget”
Colin Padget
President, CEO and Director

FOUNDERS METALS INC.
Suite 2880 – 1021 West Hastings Street
Vancouver, British Columbia V6E 0C3
Tel: (236) 301-4211

MANAGEMENT INFORMATION CIRCULAR
as of April 6, 2026

MANAGEMENT SOLICITATION OF PROXIES

This Management Information Circular (the “Circular”) is furnished to you in connection with the solicitation of proxies by management of Founders Metals Inc. (formerly, Avalon Works Corp.) (“we”, “us” or the “Company”) for use at the annual general and special meeting (the “Meeting”) of shareholders of the Company to be held on May 7, 2026 at 10:00 a.m. (Pacific Standard Time), and at any adjournment or postponements thereof. We will conduct the solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

APPOINTMENT OF PROXY HOLDER

The persons named as proxy holders in the enclosed form of proxy and voting instruction form are our directors or officers. As a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons named in the form of proxy and voting instruction form to attend and act on your behalf at the Meeting. To exercise this right, you must insert the name of your representative in the blank space provided in the form of proxy or voting instruction form.

A proxy or voting instruction form will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

VOTING BY PROXY

The persons named in the accompanying form of proxy and voting instruction form will vote or withhold from voting the common shares of the Company (“Common Shares”) represented by the proxy or voting instruction form in accordance with your instructions, provided your instructions are clear. You may indicate the manner in which the persons named in the enclosed proxy or voting instruction form are to vote on any matter by marking an “X” in the appropriate space. If you have specified a choice on any matter to be acted on at the Meeting, your Common Shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your Common Shares will be voted as recommended by management of the Company.

The enclosed form of proxy and voting instructions gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy and voting instruction form intend to vote on such other business in accordance with their judgement.

RETURN OF PROXY

In order to be valid and acted upon at the Meeting, the completed form of proxy must be received by our registrar and transfer agent, Odyssey Trust Company (“Odyssey”), no later than 10:00 a.m. (Pacific Standard Time) on May 5, 2026, or 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment or postponement thereof. You may also vote by facsimile and by online voting. Please see the form of proxy and voting instruction form for instructions on voting.

A voting instruction form must be completed and returned in accordance with the instructions provided therein and by your intermediary.

ADVICE TO NON-REGISTERED SHAREHOLDERS

Only shareholders whose names appear on our records or validly appointed proxyholders are permitted to vote at the Meeting. Most of our shareholders are “non-registered” shareholders because their Common Shares are registered in the name of an intermediary, such as a brokerage firm, bank, trust company, trustee, or administrator of a self-administered RRSP, RRIF, RESP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. If you purchased your Common Shares through a broker, you are likely a non-registered shareholder.

There are two categories of non-registered shareholders under applicable securities regulations for purposes of dissemination to non-registered shareholder of proxy-related materials and other security holder materials and requests for voting instructions from such non-registered shareholders. Non-registered shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to us are referred to as non-objecting beneficial owners (“NOBOs”). Those non-registered shareholders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as objecting beneficial owners (“OBOs”).

These security holder materials are being sent to both registered and non-registered owners of the securities. The Company will not send proxy-related materials directly to NOBOs, and such materials will be delivered to NOBOs by the NOBO’s intermediary. The Company does not intend to pay for the costs of an intermediary to deliver to OBOs the proxy-related materials. OBOs will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

Regulatory policy requires brokers and other intermediaries to seek voting instructions from non-registered Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their 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. Often the form of proxy supplied to a non-registered Shareholder by its broker is identical to the form of proxy provided by the Company to the registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the non-registered Shareholder. All non-registered Shareholders should carefully follow the instructions provided by their intermediaries, as these may vary.

Although non-registered Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a non-registered Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Non-registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the proxy or voting instruction form provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

REVOCATION OF PROXY

If you are a registered shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

(a) completing and delivering another validly executed form of proxy with Odyssey bearing a later date that we receive no later than 10.00 a.m. (Pacific Standard Time) on May 5, 2026, or 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment or postponement thereof;

(b) depositing a validly executed instrument in writing (i.e., a written notice of revocation) either, (i) at the registered office of the Company at any time up to and including the last business day before the day of the Meeting or any adjournment or postponement thereof, or (ii) with the Chair of the Meeting at the Meeting; or

(c) attending the Meeting in person, registering with the scrutineer as a registered shareholder present in person and voting your Common Shares.

If you are a non-registered Shareholder, you must follow the instructions on your enclosed voting instruction form to revoke or amend any prior voting instructions.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value, of which 115,919,034 Common Shares are issued and outstanding as of the date of this Circular. Each Common Share entitles the holder thereof to one vote.

Persons who are registered shareholders as of the close of business on April 2, 2026 will be entitled to receive notice of, attend, and vote at the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of more than 50% of the votes cast will be required to pass an ordinary resolution and a majority of at least two-thirds of the votes cast will be required to pass a special resolution.

To the knowledge of our directors and executive officers, as at the date of this Circular, no person beneficially owns or exercises control or direction over, directly or indirectly, Common Shares of the Company carrying more than 10% of all the voting rights attached to Common Shares of the Company other than as set out below:

Name of Shareholder	Number of Common Shares^{(1)}	Percentage of Issued and Outstanding Common Shares^{(2)}
1832 Asset Management L.P.	17,140,756	14.8%
Gold Fields Netherlands Services B.V.	14,489,879	12.5%

(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from publicly disclosed information.
(2) On a non-diluted basis.

BUSINESS OF THE MEETING

(1) Financial Statements

We will place before the Meeting the audited financial statements of the Company for the Company’s fiscal years ending August 31, 2025, and 2024, the report of the auditor thereon and the related management’s discussion and analysis (MD&A). Our financial statements and the related MD&A are available on the Company’s SEDAR+ profile at www.sedarplus.ca and will be mailed to shareholders who request a copy.

(2) Fix the Number of Directors

There are currently five (5) directors of the Company. Management proposes that the number of directors be fixed at five (5) for the ensuing year. Shareholders will therefore be asked to approve an ordinary resolution fixing the number of directors of the Company at five (5) (the “Resolution Fixing the Number of Directors”), subject to any further increase in the number of directors of the Company as permitted by the Company’s Notice of Articles, Articles, or the Business Corporations Act (British Columbia).

The Company’s Board of Directors (the “Board”) unanimously recommends that shareholders vote FOR the Resolution Fixing the Number of Directors. Unless otherwise directed, the management nominees named in the enclosed proxy will vote FOR the Resolution Fixing the Number of Directors.

(3) Election of Directors

Our directors are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a director. As of the date of this Circular, the Board is composed of five (5) directors.

The Company’s Articles include advance notice provisions. These provisions are generally intended to provide shareholders, the Board and management of the Company with a clear framework for nominating directors. These provisions set deadlines for a shareholder to notify the Company of their intention to nominate one or more directors at a shareholders’ meeting and explains the information that must be included with the notice for it to be valid. As of the date of this Circular, the Company has not received a notice of intention to nominate one or more directors at the Meeting pursuant to the advance notice provisions. The Company’s Articles are available on SEDAR+ at www.sedarplus.ca.

Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below, all of whom are presently members of the Board. Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the Common Shares represented by the proxy for the election of any other person or persons as directors.

Management proposes to nominate the persons named in the table below for election as a director. The information concerning the proposed nominees has been furnished by each of them:

Name, Province or State and Country of Residence and Present Office Held	Periods Served as Director	Present Principal Occupation, Business or Employment	Principal Occupations, Businesses, Employments within the five preceding years	Number of Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised
Colin Padget(1)
British Columbia, Canada
President, Chief Executive Officer (“CEO”), and Director	October 31, 2022, to present	President and CEO of the Company	President and CEO of the Company (November 2022 - present)
Senior Geologist for Thesis Gold Inc., a resource development company (January 2021 - October 2022)
Independent consulting Geologist (June 2016- January 2020)	640,500
Nicholas Stajduhar(2)(3)(4)(5)
Ontario, Canada
Director	February 26, 2021, to present	Independent Consultant	Independent Consultant (June 2019-present)	4,179,666(5)
Christopher Taylor(3)
British Columbia, Canada,
Director	October 1, 2024, to present	Chief Executive Officer of Aquitaine Metals Corp., a private company (January 2025 - Present)
Chairman of the Board of Directors of Kodiak Copper Corp., a TSX-V listed company (January 2011 - Present)	Chief Executive Officer and President for Railtown Capital Corp., a capital pool company (November 2023- December 2025)
Chief Executive Officer and President for Great Bear Resources Ltd., a mineral exploration company (January 2011 - February 2022)	Nil

Name, Province or State and Country of Residence and Present Office Held	Present Principal Occupation, Business or Employment	Principal Occupations, Businesses, Employments within the five preceding years
Barry Macdonald^{(2)(4)}
British Columbia, Canada
Director	Corporate Director	Chairman of Truvera Trust & Mortgage Corporation, a regulated trust company and mortgage investor (January 2020 - present)

Chairman of FrontFundr Financial Services, a regulated online broker for private companies (January 2018-present)

Executive Chairman of Simon Fraser University Community Trust (University) a real estate developer (January 2018-present)

Chairman of EasyPark, a parking lot management company (on board June 2016 - June 2024) | Nil |
| Vijay Kirpalani^{(2)(3)(4)}
Paramaribo, Suriname
Director | November 25, 2025, to present | Corporate Director | CEO of Kirpalani’s N.V., a general merchandise retailer in Suriname (October 1975 to present)

Supervisory Board Member of Rosebel Gold Mines N.V. (2002-present)

Director of Reunion Gold (2003-2024) | 690,000 |

(1) 637,500 Shares are held by 2379868 Alberta Ltd., of which Mr. Padget is a principal.
(2) Denotes a member of our Audit Committee. Barry Macdonald is the current Chair.
(3) Denotes a member of our Compensation Committee. Christopher Taylor is the current Chair.
(4) Denotes a member of our Nominating and Corporate Governance Committee. Barry Macdonald is the current Chair.
(5) Shares held by Severin Holdings Inc., of which Mr. Stajduhar is a principal.

Colin Padget, President, Chief Executive Officer, and Director

Mr. Padget has over ten years of experience in mining and mineral exploration. He was most recently the Senior Geologist for Thesis Gold Inc. Mr. Padget holds a Bachelor of Business Administration from Memorial University of Newfoundland, a First-Class Honours (B.Sc.) in geology from the University of New Brunswick, and graduate studies at the University of Calgary, where he received the highest level of Natural Science and Engineering Research Council's (NSERC) Masters and Doctoral awards in support of his work on orogenic gold deposits.

Nicholas Stajduhar, Director

Mr. Stajduhar is an accomplished financial industry professional with over 15 years of experience in all aspects of sales and operations. He has a proven track record in the capital markets and is a highly knowledgeable market professional with strong communication and client relationship skills.

Mr. Stajduhar has been providing consulting services in public and private capital markets since June 2019. Previously, he was Director of Investments for Skyline Wealth Management Inc. (2017 to June 2019), Vice-President Sales and Trading for Desjardins Capital Markets (2015 to 2017), and Partner and Head of Institutional Sales for Byron Capital Markets Ltd. (2008-2015). Most recently, Mr. Stajduhar has been a Director of Thesis Gold Inc. since October 30, 2020, which is a mining exploration company listed on the TSX Venture Exchange.

In addition, Mr. Stajduhar also holds licenses from the Canadian Securities Institute (CSC and CPH).

Christopher Taylor, Director

Mr. Taylor is a mining entrepreneur and geologist. Mr. Taylor is a structural and economic geologist with more than 20 years of industry and research experience with both mid-tier producer and junior exploration companies. He was a founder and CEO & President of Great Bear Resources, which made a district-scale gold discovery in Canada and was taken over by Kinross Gold for $1.8bn. Mr. Taylor is a former geologist with Imperial Metals exploring for copper porphyries in North America.

Barry Macdonald, Director

Mr. Macdonald is a Fellow of the Chartered Professional Accountants (FCPA) and a retired PwC partner with 40+ years of experience in strategic governance, international tax, mergers and acquisitions, and corporate finance. Mr. Macdonald is the current board chair of the Simon Fraser University UniverCity Real Estate Trust, Truvera Trust & Mortgage Corporation, and Frontfundr. Mr. Macdonald was the 2018/19 Chair of the Board of the Chartered Professional Accountants of B.C. where he led its board of 17 directors governing 35,000 members and was on the leadership team that unified the three accounting bodies in 2015, creating a new board and governance structure.

Mr. Macdonald has chaired or served on several non-profit organizations, including several boards at Simon Fraser University (Past Chair of the Beedie Dean's Business Advisory Board, past member of the Board of the Governors), Canuck Place Children's Hospice (Vice Chair), Vancouver International Film Festival, Arts Umbrella Foundation (past chairman) and YMCA Coquitlam Campaign Cabinet. He is on the BC Executive of the Institute of Corporate Directors. Mr. Macdonald was Chairman of the Canadian Chamber of Commerce in Hong Kong, the largest Canadian Chamber outside of Canada, and an early governor of the Canadian International School of HK during his time as a PwC partner in its Hong Kong office.

Vijay Kirpalani, Director

Mr. Kirpalani brings over two decades of finance, advisory, and corporate governance experience in the mining sector, including a distinguished record of leadership and value creation in Suriname. He has served

on the Supervisory Board of Rosebel Gold Mines N.V. since 2002—initially under IAMGOLD and, since February 2023, under Zijin Mining—and was a Director of Reunion Gold from 2003 until Reunion’s 2024 acquisition by G Mining Ventures. Mr. Kirpalani has also held board positions with TSX-listed Hope Bay Gold Corp. and Ariane Gold Corp. He holds a law degree from the Anton de Kom University of Suriname. Mr. Kirpalani’s deep understanding of Suriname's regulatory framework and mining sector, combined with his strong local relationships, will be highly valuable as Founders continues to build value through ongoing exploration at Antino.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company’s management, no proposed director of the Company:

(d) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director, CEO or CFO of any company (including the Company) that:

(i) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or

(ii) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or

(e) is, as at the date of this Circular, or has been within 10 years before the date of the 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; or

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

(g) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The Board unanimously recommends the election of each nominee as a director of the Company to hold office until the Company’s next annual general meeting. Unless otherwise directed, the management nominees named in the accompanying proxy will vote FOR the election of each nominee as a director of the Company.

(4) Appointment of the Auditor

Davidson & Company LLP is the auditor of the Company. The Company first appointed Davidson & Company LLP as the auditor of the Company on September 15, 2025, following the resignation of MS Partners LLP.

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At the Meeting, shareholders will be asked to pass an ordinary resolution (i) appointing Davidson & Company LLP as the Company’s auditor for ensuing year, to hold office until the close of the next annual general meeting of shareholders or until the firm of Davidson & Company LLP is removed from office or resigns as provided by the Company’s constating documents; and (ii) authorizing the Board to fix the compensation of the auditor. There were no reportable events within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) in connection with the audits conducted by MS Partners LLP for the financial years ended August 31, 2025 and August 31, 2024.

The Board unanimously recommends that shareholders vote FOR the appointment of Davidson & Company LLP as the Company’s auditor. Unless otherwise directed, the management nominees named in the accompanying proxy will vote FOR the appointment of Davidson & Company LLP as the Company’s auditor.

As required by section 4.11 of NI 51-102, a copy of the Company’s reporting package prepared in connection with the change of the Company’s auditors is attached as Schedule C hereto, consisting of: (a) the Company’s change of auditor notices to the former and successor auditors, dated September 10, 2025 and September 16, 2025; (b) the response letter dated September 16, 2025 from MS Partners LLP, as the former auditor; and (c) the response letter dated September 17, 2025 from Davidson & Company LLP, as the successor auditor. There have been no “reportable events” as defined by NI 51-102 during the period of the former auditor for the Company.

(5) Approval of Omnibus Plan

At the Meeting, shareholders will be asked to consider and, if thought appropriate, to pass an ordinary resolution approving the adoption of the Company’s new omnibus long-term incentive plan (the “Omnibus Plan”) approved by the Board on April 6, 2026.

As of the date of this Circular, no securities have been granted under the Omnibus Plan.

The Company’s Option Plan and RSU Plan (as defined below) were last approved by the shareholders on April 8, 2025. Any existing options and RSUs that were granted prior to the effective date of the Omnibus Plan pursuant to the Option Plan and RSU Plan (as defined below), shall be deemed to be governed by and be subject to the terms and conditions of the new Omnibus Plan except to the extent that the terms of the Omnibus Plan are more restrictive than the terms of such pre-existing plans under which such options and RSUs were originally granted.

The Omnibus Plan will become effective upon receipt of shareholder and TSX Venture Exchange (the “TSXV”) approval, at which time options and RSUs will no longer be granted pursuant to the Option Plan and RSU Plan (as defined below), respectively, and will only be granted pursuant to the Omnibus Plan. The Omnibus Plan is subject to confirmation and approval by the shareholders of the Company and by the TSXV.

Prior to the adoption of the Omnibus Plan by the Board on April 6, 2026, the sole security-based compensation plans which the Company had available in order to attract, retain and motivate directors, officers, senior executives and other employees of the Company, and consultants and service providers providing ongoing services to the Company, was the Option Plan and RSU Plan (as defined below).

The following is a summary of the Omnibus Plan and is qualified in its entirety by the text of the Omnibus Plan attached as Schedule B to this Circular. Any undefined term in this summary has the meaning ascribed to it in the Omnibus Plan.

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Summary of the Omnibus Plan

The Board adopted the Omnibus Plan as a means to grant a variety of equity-based awards (“Awards”) that provide different types of incentives, including stock options, restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”), to be granted to the Company’s Directors, officers, employees, consultants and other eligible service providers providing ongoing services to the Company (collectively, the “Participants”).

The Omnibus Plan will be administered by the Board who has sole and complete authority, in its discretion, among other things, to: determine individuals eligible for Awards; make grants of Awards under the Incentive Plan, including the time of Award grant, number of shares covered by an Award, the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by Awards, establish the form(s) of Award Agreements and cancel, amend, adjust or otherwise change any Award under such circumstances as the Board may consider appropriate in accordance with the Omnibus Plan.

The Omnibus Plan provides that the total number of Common Shares reserved for issuance under the Omnibus Plan and Common Shares reserved for issuance under any other security based compensation arrangement granted or made available by the Company from time to time may not exceed 10% of the issued and outstanding Common Shares on the date the Board grants an Award under the Omnibus Plan. Each Award under the Omnibus Plan will be evidenced by an Award Agreement and the Awards are non-transferable.

Participation Limits

The following are the participation limits under the Omnibus Plan:

(a) the maximum aggregate number of Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation Arrangements granted or issued to Insiders (as a group) shall not exceed 10% of the issued and outstanding Shares at any point in time (unless the Corporation has obtained the requisite disinterested shareholder approval);

(b) the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation Arrangements granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested shareholder approval);

(c) the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation Arrangements granted or issued in any 12 month period to any one Person (and where permitted under the Exchange Policies, any Persons that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested shareholder approval);

(d) the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation Arrangements granted or issued in any 12 month period to any one Consultant or Consultant Company must not exceed 2% of the issued and outstanding Shares calculated as at the date any Award is granted or issued to the Consultant or Consultant Company;

(e) Investor Relations Service Providers may not receive any Award other than Options;

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(f) the aggregate number of Shares issued under all of the Corporation’s Options to all Investor Relations Service Providers in any 12 month period shall not exceed 2% of the Corporation’s issued and outstanding Shares;

(g) any Award granted or issued to any Participant who is a Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company must expire within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan,

Options

Under the Omnibus Plan, the Board may grant stock options to eligible Participants on terms set out in an Award Agreement. The exercise price must be at least the Discounted Market Price on the grant date in accordance with TSXV policies. Options may have a term of up to 10 years, subject to earlier termination. Vesting is set by the Board, except that options granted to Investor Relations Service Providers must vest in four equal tranches over not less than 12 months. Once vested, options remain exercisable until expiry unless otherwise provided. Options are exercisable by submitting an Exercise Notice with full payment of the exercise price, which may be made by cheque, wire transfer or another permitted method. Subject to Board approval, Participants (other than Investor Relations Service Providers) may elect to use a “net exercise” method or, if permitted, a cashless exercise to fund the exercise price.

RSUs

Each RSU will consist of a right to receive a Common Share, cash payment, or a combination thereof, subject to the terms of the Omnibus Plan and the applicable Award Agreement. The vesting period and settlement terms of any RSUs will be determined by the Board, in its sole discretion, at the time of grant, subject to the TSXV requirement that no RSU may vest earlier than 12 months from the date it is granted. All RSUs must be settled no later than December 31 of the third calendar year following the year in which the related services were first performed.

DSUs

Each DSU represents a right to receive a Common Share, cash, or a combination thereof, subject to the terms of the Omnibus Plan, the applicable Award Agreement and paragraph 6801(d) of the Income Tax Act (Canada). DSUs are subject to vesting conditions set by the Board, provided that no DSU may vest earlier than 12 months from the date of grant except in limited circumstances permitted under the Omnibus Plan. DSUs may not be settled until the Director has ceased all service with the Company and must be settled no later than December 31 of the calendar year following the year in which such service ends.

PSUs

Each PSU represents a right to receive a Common Share cash, or a combination thereof, subject to the terms of the Omnibus Plan and the applicable Award Agreement, which becomes vested subject to the achievement of Performance Goals set by the Board at the time of grant. Performance Goals may relate to corporate, divisional, or individual performance and may be adjusted by the Board to align with corporate objectives. PSUs are subject to vesting conditions established by the Board, provided that no PSU may vest earlier than 12 months from the date of grant except in limited circumstances allowed under the Omnibus Plan. All PSUs must be settled no later than December 31 of the third calendar year following the year in which the related services were first performed.

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Black-out Period

If an Award would otherwise expire during a blackout period, its expiry date is automatically extended to the date that is 10 Business Days after the blackout period ends or there is no longer such undisclosed material change or material fact.

Termination of a Participant

Upon termination of a Participant’s employment or service, Awards are treated as follows unless otherwise provided in an Award Agreement or determined by the Board.

Terminated for cause: All Awards, vested or unvested, are immediately forfeited.
Resigned or terminated without cause: All unvested Awards are cancelled and vested options may be exercised for up to 90 days (30 days for Investor Relations Service Providers), with other vested Awards settled within 90 days.
Disability or death: Unvested Awards are forfeited and vested options remain exercisable until the earlier of their expiry date or one year following the event, with other vested Awards settled within 90 days.
Retirement: Unvested Awards are forfeited and vested options remain exercisable for up to 90 days (30 days for Investor Relations Service Provider), with other vested Awards settled within 90 days.

Change of Control

Upon a Change of Control, the Board may accelerate or amend vesting (other than for options held by Investor Relations Service Providers, unless TSXV approval is obtained) or allow Awards to be conditionally exercised or settled so participants may receive the consideration payable in the transaction. The Board may also cancel outstanding certain Awards and pay their value in cash based on the Change of Control Price, subject to TSXV approval.

However, no acceleration, cancellation or payment will occur if the Board determines that Awards will be assumed or replaced by a successor with replacement Awards that provide substantially equivalent rights, vesting, and economic value and are based on exchange-traded securities.

If a Participant’s employment or service terminates without cause within 24 months following a Change of Control, all unvested Awards immediately vest and become exercisable or payable.

Amendment, Suspension or Termination of the Omnibus Plan

The Board may, in its sole discretion, suspend or terminate the Omnibus Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Omnibus Plan or of any securities granted under the Omnibus Plan and any Award Agreement relating thereto, subject to any required regulatory and TSXV approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan or as required by applicable laws.

The Board unanimously recommends that shareholders vote FOR the approval of the Omnibus Plan. Unless otherwise directed, the management nominees named in the accompanying proxy will vote FOR the approval of the Omnibus Plan.

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EXECUTIVE COMPENSATION

Securities laws require that a “Statement of Executive Compensation” in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers (“Form 51-102F6V”) be included in this Circular.

Form 51-102F6V provides that compensation disclosure must be provided for each NEO (as defined below) and director of the Company for, or in connection with, services they have provided to the Company during the most recently completed fiscal year. Based on those requirements, the executive officers of the Company for whom disclosure is required under Form 51-102F6V are: Colin Padget and Samuel Yik.

For the purpose of this Statement of Executive Compensation:

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

“NEO” or “named executive officer” means:

(a) each individual who served as chief executive officer (“CEO”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

(b) each individual who served as chief financial officer (“CFO”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

“plan” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof during the last two fiscal years to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof:

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Name and Position	Year (1)	Salary, consulting fee, retainer or commission (2) ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites (3)	Value of all Other compensation ($)	Total Compensation ($)
Colin Padget(4)
President, CEO, and Director	2025	$370,343	$203,320	Nil	Nil	Nil	$573,663
	2024	$266,867	$50,000	Nil	Nil	Nil	$316,867
Samuel Yik(5)
CFO & Corporate Secretary	2025	$264,000	$77,000	Nil	Nil	Nil	$341,000
	2024	$132,000	Nil	Nil	Nil	Nil	$132,000
John Williamson(6)
Former President, CEO and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	$25,000	Nil	Nil	Nil	Nil	$25,000
Justin Bourassa(7)
Former CFO & Corporate Secretary	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	$26,895	Nil	Nil	Nil	Nil	$26,895
Nicholas Stajduhar
Director	2025	$150,000	Nil	Nil	Nil	Nil	$150,000
	2024	$130,000	$35,000	Nil	Nil	Nil	$165,000
Roy Bonnell(8)
Director	2025	$42,000	Nil	Nil	Nil	Nil	$42,000
	2024	$72,000	Nil	Nil	Nil	Nil	$72,000
Kevin Vienneau(9)
Director	2025	$36,000	Nil	Nil	Nil	Nil	$36,000
	2024	$15,000	Nil	Nil	Nil	Nil	$15,000
Christopher Taylor
Director	2025	$33,000	Nil	Nil	Nil	Nil	$33,000
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Barry Macdonald(10)
Director	2025	$15,000	Nil	$5,000	Nil	Nil	$20,000
	2024	Nil	Nil	Nil	Nil	Nil	Nil

(1) For the financial years ended August 31, 2025, and August 31, 2024.
(2) This figure includes the dollar value of cash and non-cash base salary of each NEO earned during the applicable financial period.
(3) The value of those perquisites that are generally available to all employees and that, in the aggregate, are less than $15,000 have been excluded.
(4) Mr. Padget received no compensation for acting as a director of the Company.
(5) Mr. Yik became CFO and Corporate Secretary on January 5, 2024.
(6) Mr. Williamson became President, CEO and a director on February 26, 2021, resigned as President and CEO on October 31, 2022 and resigned as a director of the Company on January 29, 2024.
(7) Mr. Bourassa became CFO and Corporate Secretary on February 26, 2021, and resigned as CFO and Corporate Secretary on January 5, 2024.
(8) Mr. Bonnell became director on February 26, 2021, and resigned as director on April 10, 2025.

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(9) Mr. Vienneau became director on February 26, 2021, and resigned as director on November 25, 2025. Mr. Macdonald was elected as director on April 10, 2025.
(10) Mr. Macdonald became director on April 10, 2025.

No director of the Company who is not a NEO has received, except as otherwise disclosed herein (see “Employment, Consulting and Management Agreements” below), during the most recently completed financial year, compensation pursuant to:

(a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or
(c) any arrangement for the compensation of directors for services as consultants or experts.

Stock Options and Other Compensation Securities

The following table sets out the compensation securities granted or issued to directors and NEOs by the Company or any subsidiary thereof in the Company’s most recently completed financial year, for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Compensation Securities
Name and Position	Type of compensation security (11)	Number of compensation securities, number of underlying securities, and percentage of class (1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security of underlying security at year end ($)	Expiry Date
Colin Padget(2) President, CEO, and Director	Stock Options	675,000 (9.0%)	May 7, 2025	$4.70	$4.48	$4.10	May 6, 2030
	Restricted Share Units	400,000 (38.0%)	May 7, 2025	N/A	$4.48	$4.10	December 31, 2028
Samuel Yik(3) CFO & Corporate Secretary	Stock Options	200,000 (2.7%)	May 7, 2025	$4.70	$4.48	$4.10	May 6, 2030
	Restricted Share Units	100,000 (7.2%)	May 7, 2025	N/A	$4.48	$4.10	December 31, 2028
Nicholas Stajduhar(4) Director	Stock Options	100,000 (1.3%)	May 7, 2025	$4.70	$4.48	$4.10	May 6, 2030
	Restricted Share Units	Nil	Nil	Nil	Nil	Nil	Nil
Roy Bonnell(5) Former Director	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil
	Restricted Share Units	Nil	Nil	Nil	Nil	Nil	Nil

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Compensation Securities
Name and Position	Type of compensation security (11)	Number of compensation securities, number of underlying securities, and percentage of class (1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security of underlying security at year end ($)	Expiry Date
Kevin Vienneau(6)
Former Director	Stock Options	100,000 (1.3%)	May 7, 2025	$4.70	$4.48	$4.10	May 6, 2030
	Restricted Share Units	Nil	Nil	Nil	Nil	Nil	Nil
Christopher Taylor(7)
Director	Stock Options	300,000 (4.0%)
100,000 (1.3%)	October 1, 2024
May 7, 2025	$2.55
$4.70	$2.55
$4.48	$4.10	October 1, 2029
May 6, 2030
	Restricted Share Units	Nil	Nil	Nil	Nil	Nil	Nil
Barry Macdonald(8)
Director	Stock Options	150,000 (2.0%)	May 7, 2025	$4.70	$4.48	$4.10	May 6, 2030
	Restricted Share Units	Nil	Nil	Nil	Nil	Nil	Nil

(1) 7,459,400 Options (as defined below) 1,380,000 RSUs (as defined below) were outstanding as at August 31, 2025.
(2) Mr. Padget beneficially owned, or exercises control or direction over, 1,675,000 Options, and 400,000 RSUs as at August 31, 2025.
(3) Mr. Yik beneficially owned, or exercises control or direction over, 300,000 Options, and 100,000 RSUs as at August 31, 2025.
(4) Mr. Stajduhar beneficially owned, or exercises control or direction over, 860,000 Options as at August 31, 2025.
(5) Mr. Bonnell beneficially owned, or exercises control or direction over, 485,000 Options as at August 31, 2025. Mr. Bonnell resigned as director on April 10, 2025.
(6) Mr. Vienneau beneficially owned, or exercises control or direction over, 585,000 Options as at August 31, 2025. Mr. Vienneau resigned as director on November 25, 2025.
(7) Mr. Taylor beneficially owned, or exercised control or direction over, 400,000 Options as at August 31, 2025.
(8) Mr. Macdonald beneficially owned, or exercised control or direction over, 150,000 Options as at August 31, 2025. Mr. Macdonald became director on April 10, 2025.
(9) Options and RSUs granted during most recently completed financial year vest over a 36 month period, with one third vesting after every 12 months.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities of the Company were exercised by a director or NEO during the Company’s most recently completed financial year.

Stock Option Plan and Other Incentive Plans

The Company is proposing that the shareholders approve the adoption of the new Omnibus Plan to replace the Option Plan and RSU Plan, as described under “Approval of Omnibus Plan”. The Company’s current

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equity compensation plans consist of a stock option plan (the “Option Plan”) and a RSU plan (the “RSU Plan”), which were most recently approved by shareholders at the most recent annual general meeting of shareholders of the Company held on April 8, 2025.

Option Plan

The Board administers the Option Plan based upon recommendation from the Compensation Committee. The Option Plan is a rolling maximum stock option plan providing that the aggregate number of Common Shares reserved for issuance under the Option Plan and Common Shares reserved for issuance under any other share compensation arrangement granted or made available by the Company from time to time may not exceed in aggregate 10% of the Company’s Common Shares issued and outstanding as at the date of grant or issuance of Options under the Option Plan. In accordance with the policies of the TSXV, a rolling stock option plan must be approved by the shareholders of an issuer on an annual basis at the issuer’s annual meeting of shareholders. Any undefined term in this summary has the meaning ascribed to it in the Option Plan.

Material Terms of the Option Plan

The Board determines the number of Common Shares subject to each Option within the guidelines established by the TSXV. The Options enable the holders to purchase our Common Shares at a price fixed in accordance with the rules of the TSXV.

In addition, so long as the Company is classified as a “Tier 1” or “Tier 2” issuer by the TSXV:

(a) the maximum number of Common Shares of the Company that are issuable pursuant to all Securities Based Compensation (as such term is defined under the policies of the TSXV), which includes Options under the Option Plan and RSUs under the RSU Plan (as defined herein), must not exceed 10% of the Common Shares of the Company at the applicable time, unless the Company has received disinterested shareholder approval pursuant to the policies of the TSXV;

(b) the maximum number of Common Shares of the Company that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to insiders of the Company (as a group) must not exceed 10% of the Common Shares of the Company, calculated as at the date any Securities Based Compensation is granted or issued to an insider, unless the Company has received disinterested shareholder approval pursuant to the policies of the TSXV;

(c) the maximum number of Common Shares of the Company that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to any one Eligible Person must not exceed 5% of the Common Shares of the Company, calculated as at the date any Securities Based Compensation is granted or issued to the Eligible Person, unless the Company has received disinterested shareholder approval pursuant to the policies of the TSXV;

(d) the maximum number of Common Shares of the Company that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to any one Consultant or Consultant Company must not exceed 2% of the Common Shares of the Company, calculated as at the date any Securities Based Compensation is granted or issued to the Consultant or Consultant Company, unless the Company has received disinterested shareholder approval pursuant to the policies of the TSXV;

(e) the maximum number of Common Shares of the Company that are issuable pursuant to all Options granted or issued in any 12-month period to all Investor Relations Service

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Providers (as such term is defined in the policies of the TSXV) in aggregate must not exceed 2% of the Common Shares of the Company, calculated as at the date any Option is granted or issued to any such Investor Relations Service Provider;

(f) Options granted to any Investor Relations Service Provider must vest in stages over no less than 12 months with no more than one-quarter of the Options vesting in any three-month period, and both the Company and the optionee represents that the optionee is a bona fide employee, Consultant, Consultant Company, or management employee of the Company, as the case may be;

(g) the approval of the disinterested shareholders of the Company shall be obtained for any amendment to or reduction in the exercise price of an Option or extension of the term of an Option if the optionee is an insider of the Company at the time of the proposed amendment; and

(h) for Options granted to employees, Consultants, Consultant Companies, or management employees of the Company, both the Company and the optionee represents that the optionee is a bona fide employee, Consultant, Consultant Company, or management employee of the Company, as the case may be.

Under the Option Plan, the Board must set the option price at not less than the last closing price of our Common Shares on the TSXV on the trading day immediately before the date of grant, less the discount permitted under the TSXV’s policies. The maximum term of any option is ten years from the date of grant. We do not intend to provide financial assistance to holders of stock options to help them purchase our Common Shares under the Option Plan. Any amendment to the Plan is subject to the approval of the TSXV and may also require shareholder approval.

RSU Plan

The Board adopted the RSU Plan providing for the issuance of RSUs to directors, officers, employees, and a company wholly owned by such individuals, and consultants and consultant companies, but excluding investor relations service providers.

Capitalized terms used in this section which are not otherwise defined shall have the meaning given to them in the RSU Plan.

Material Terms of the RSU Plan

The Board administers the RSU Plan based upon recommendation from the Compensation Committee. The RSU Plan provides that we may grant RSUs pursuant to the RSU Plan in accordance with the policies of the TSXV, to Eligible Persons excluding Investor Relations Service Providers in consideration of their services to the Company. The Board may determine the number of RSUs granted to such Eligible Persons, and the terms of vesting thereof, provided that the RSUs shall not vest earlier than 12 months from the date of grant, and the term of the RSUs may not exceed ten years from the date of grant. Holders of RSUs are not entitled to participate in dividends of the Company in respect of the RSUs. Any RSUs that have not vested within the term for such RSUs expire and are cancelled. In the event that a holder of any RSUs is terminated as a director, officer, employee or consultant, other than death, disability, termination without cause, or eligible retirement, then any such unvested RSUs shall expire and be cancelled. The Board may suspend or terminate the RSU Plan at any time, provided that such suspension or termination shall not affect any RSUs that became effective pursuant to the RSU Plan, prior to such suspension or termination.

Settlement of RSUs in Common Shares shall be made by delivery of one share for each such vested RSU being settled, unless at the sole discretion of the Board, settlement is made by payment of the cash value of

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the market price (as defined under the policies of the TSXV) for the Common Shares as at the date of vesting in lieu of delivery of one share for each such RSU for any or all such RSUs.

The maximum number of Common Shares that may be reserved for issue at any time in connection with the grant of RSUs under the RSU Plan will not exceed 5,892,087 Common Shares at any point in time (being 10% of the issued and outstanding number of Common Shares as at the date on which the Board approved the RSU Plan). For greater certainty, at no time would the number of Common Shares that may be reserved for issue under the RSU Plan exceed the fixed number of 5,892,087 Common Shares. In addition, and notwithstanding any other terms of the RSU Plan, so long as the Common Shares are listed on the TSXV:

(a) the maximum number of Common Shares which may be reserved for issue pursuant to the RSU Plan to all Insiders shall not, at any point in time, exceed a total aggregate of 5,892,087 Common Shares (being 10% of the issued and outstanding number of Common Shares as at the date on which the Board approved the RSU Plan) less the number of Common Shares issuable at any point in time to all Insiders under all other Security Based Compensation Plans, unless the Company has received disinterested shareholder approval;

(b) the maximum number of Common Shares which may be reserved for issue pursuant to the RSU Plan to all Insiders within a 12 month period shall not exceed 5,892,087 Common Shares (being 10% of the issued and outstanding number of Common Shares as at the date on which the Board approved the RSU Plan) less the number of Common Shares issuable to all Insiders in any such 12 month period under all other Security Based Compensation Plans, calculated as at the date of grant or issuance to any Insider, unless the Company has received disinterested shareholder approval;

(c) the maximum number of Common Shares which may be reserved for issue pursuant to the RSU Plan to any one Person within a 12 month period shall not exceed 2,946,043 Common Shares (being 5% of the issued and outstanding Common Shares as at the date on which the Board approved the RSU Plan) less the number of Common Shares issuable in any such 12 month period to such Person under all other Security Based Compensation Plans, calculated as at the date of grant or issuance to any Person, unless the Company has received disinterested shareholder approval;

(d) the maximum number of Common Shares which may be reserved for issue pursuant to the RSU Plan to any one Consultant or Consultant Company in any 12 month period shall not exceed 1,178,401 Common Shares (being 2% of the issued and outstanding Common Shares as at the date on which the Board approved the RSU Plan) less the number of Common Shares issuable in any such 12 month period to such Consultant under all other Security Based Compensation Plans, calculated as at the date of grant or issuance, unless the Company has received disinterested shareholder approval; and

(e) Investor Relations Service Providers may not receive any Security Based Compensation under the RSU Plan.

Employment, Consulting and Management Agreements

Pursuant to an agreement with Colin Padget, the Company pays for management and operations responsibilities at an annual compensation of $375,000. The agreement is for an indefinite term until terminated. If the agreement is terminated upon Change of Control (as defined below), or for Good Reason (as defined below), the Company is required to pay $750,000 immediately upon such termination.

Pursuant to an agreement with Samuel Yik, the Company pays for management and operations responsibilities at an annual compensation of $270,000. The agreement is for an indefinite term until

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terminated. If the agreement is terminated upon Change of Control (as defined below), or for Good Reason (as defined below), the Company is required to pay $540,000 immediately upon such termination.

Pursuant to an agreement with Nicholas Stajduhar, the Company pays for management and operations responsibilities at an annual compensation of $150,000. The agreement is for an indefinite term until terminated. If the agreement is terminated upon Change of Control, or for Good Reason, the Company is required to pay $300,000 immediately upon such termination.

Pursuant to an agreement with Roy Bonnell, the Company pays for management and operations responsibilities at an annual compensation of $72,000 of which a total of $42,000 was paid in the fiscal year ended August 31, 2025. The agreement is for an indefinite term until terminated. If the agreement is terminated upon Change of Control, or for Good Reason, the Company is required to pay $144,000 immediately upon such termination. Mr. Bonnell resigned as director of the Company on April 10, 2025.

“Change of Control” shall be deemed to have occur:

(1) upon any merger, amalgamation, recapitalization, take-over, plan of arrangement or similar transaction involving the Company (or, if the share capital of the Company is affected, any subsidiary of the Company in which all of its or materially all of its assets are held (“Subsidiary”). or any sale, lease or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or any Subsidiary of the Company (each of the foregoing being a “COC Transaction” or an “Acquisition Transaction”) where either:

(a) the shareholders of the Company immediately prior to such Acquisition Transaction would not immediately after such Acquisition Transaction beneficially own more than 70% of: (i) the then outstanding Common Shares surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of the Company (or any Subsidiary of the Company, as the case may be) (the “Surviving Corporation”) (or of its ultimate Surviving Corporation, if any); and (ii) the combined voting power of the then outstanding voting securities of the Surviving Corporation (or its ultimate Surviving Corporation, if any); or

(b) the incumbent directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of the Surviving Corporation (or its ultimate Surviving Corporation, if any); or

(2) when the shareholders or directors of the Company approve any plan or proposal for the liquidation or dissolution of the Company or any Subsidiary of the Company.

“Good Reason” means the occurrence of any of the following events or actions, without the consultant’s prior written consent, and provided the consultant has provided the Company, within two months of becoming aware of the facts and circumstances underlying the event, with written notice thereof stating with specificity the facts and circumstances underlying the event and providing Company with one month to cure the event after receipt of such notice:

(1) any reduction in the base consulting fee;

(2) any significant diminution in the scope of the services from the consultant including, without limitation, effective limitation of normal discharge of the consultant’s duties; or

(3) a fundamental breach by the Company of its obligations under the management consulting agreement.

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Oversight and Description of Director and NEO Compensation

The Compensation Committee determines and recommends to the Board the overall compensation strategy and policies for directors, officers (including NEOs), and employees of the Company. The Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to remuneration to be paid to directors on an annual basis. The Compensation Committee, on an annual basis, also reviews and makes recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the CEO and recommending to the Board the compensation level of the CEO based on the annual performance of the CEO in light of those goals and objectives. Additionally, the Compensation Committee is responsible for reviewing and making recommendations to the Board, on an annual basis, with respect to the compensation programs of all other senior executive officers of the Company (including each NEO), as recommended by the CEO.

Philosophy and Objectives

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

to align executive compensation with shareholders’ interests;
to attract and retain highly qualified management;
to focus performance by linking incentive compensation to the achievement of business objectives and financial results; and
to encourage retention of key executives for leadership succession.

The Company’s executive compensation program comprises three elements: base salary, bonus incentives, and equity participation. The compensation program is designed to pay for performance, but total compensation or any significant element of total compensation is not tied to any specific performance criteria or goals.

The Company reviews industry compensation information and compares its level of overall compensation with those of comparable sized mineral exploration companies. Generally, we target base management fees at levels approximating those holding similar positions in comparably sized companies in the industry and hopes to achieve competitive compensation levels through the fixed and variable components.

The Company’s total compensation mix places a significant portion of the executive’s compensation at risk and relies heavily on the award of stock options. The design takes into account individual and corporate performance. Compensation practices, including the mix of base management fees, short-term incentives, and long-term incentives, are regularly assessed to ensure they are competitive, take account of the external market trends and support the Company’s long-term growth strategies. Due to the early stage of the Company’s development programs, the flexibility to quickly increase or decrease appropriate human resources is critical. Accordingly, the Company does not enter into long-term commitments with its officers.

Base Compensation

In the view of the Board, paying base salaries or management fees which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified, and effective executives. Base compensation is compensation for discharging job responsibilities and reflects the level of skills and capabilities demonstrated by the executive. Annual adjustments take into account the market value of the role and the executive’s demonstration of capability during the year.

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Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the executive meeting those strategic objectives and milestones, the executive’s individual performance and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon comparable compensation levels based on recommendations of the Board as a whole, and such recommendations are generally based on survey data provided by independent consultants.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Option Plan. Stock options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors. The amounts and terms of options granted are determined by the Board.

Option-Based Awards

Stock options are granted to provide an incentive to the directors, officers, employees and consultants of the Company to achieve the long-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract and retain persons of experience and ability by providing them with the opportunity to acquire and increase proprietary interest in the Company. The Board approves awards of stock options based upon the recommendation of the Compensation Committee. Previous grants of incentive stock options are taken into account when considering new grants.

Implementation and amendments to the existing stock option plan are the responsibility of the Board, subject to compliance with applicable TSXV and regulatory requirements.

As part of this review, the Board noted the following factors which discourage the Company’s executive officers from taking unnecessary or excessive risks:

there is limited opportunity for the small management team to undertake unnecessary or excessive risk to maximize compensation at the expense of the Company;
there are limited opportunities for executive officers to artificially inflate financial and operating performance of the Company to increase the value of equity awards to such persons;
all of the directors are regularly apprised of the Company’s financial position throughout the year;
with respect to Colin Padget (President, CEO and a Director since October 31, 2022) and Samuel Yik (CFO and Corporate Secretary effective January 5, 2024), there is an effective balance between cash and equity, near-term and long-term focus, corporate and individual performance, and financial and non-financial performance;
with respect to Colin Padget (President, CEO and a Director since October 31, 2022) and Samuel Yik (CFO and Corporate Secretary effective January 5, 2024), the Company’s approach to performance evaluation and compensation provides greater rewards to executive officers achieving both short-term and long-term objectives; and

incentive plan awards granted are not awarded upon the accomplishment of a task.

Based on this review, the Board believes that the Company’s current compensation policies and practices do not encourage executive officers to take unnecessary or excessive risk.

Under the Company’s current compensation policies and practices, NEOs and directors are not prevented from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Pension Benefits

The Company does not have a pension benefit arrangement under which the Company has made payments to the directors and/or NEOs of the Company during its fiscal year ended August 31, 2025, or intends to make payments to the Company’s directors or NEOs upon their retirement (other than the payments set out above and those made, if any, pursuant to the Canada Pension Plan or any government plan similar to it).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as of August 31, 2025 regarding the Option Plan and RSU Plan, which were the Company’s only equity compensation plans during the most recently completed financial year. The Company is proposing that the shareholders approve the adoption of the new Omnibus Plan to replace the Option Plan and RSU Plan, as described under “Approval of Omnibus Plan”:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(1)
Equity compensation plans approved by securityholders	8,839,400(2)	$2.44	1,372,984(3)
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	8,839,400(2)	$2.44	1,372,984(3)

(1) Based on the issued and outstanding Common Shares as at August 31, 2025.
(2) Representing: (a) 7,459,400 options outstanding under the Option Plan as at August 31, 2025 with a weighted average exercise price of $2.44; and (b) 1,380,000 RSUs outstanding under the RSU Plan as at August 31, 2025.
(3) Pursuant to the Option Plan, the aggregate number of Common Shares reserved for issuance under the Option Plan and Common Shares reserved for issuance under any other equity compensation plan of the Company may not exceed 10% of the issued and outstanding Common Shares as at the date of a grant.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our directors or executive officers, proposed nominees for election as directors, or associates of any of them, is or has been indebted to us or to our subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Circular.

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AUDIT COMMITTEE

The Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 Audit Committees ("NI 52-110") under this heading. As at its most recently completed financial year end of August 31, 2025, the Company was a "venture issuer" under NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110.

Audit Committee Charter

The Audit Committee Charter, the text of which is attached as Schedule A to this Circular-, was adopted by our Audit Committee and the Board.

Composition of the Audit Committee

As of the date of this Circular, our Audit Committee is composed of the following members:

Name	Independent^{(1)}	Financially Literate^{(1)}
Barry Macdonald	Yes	Yes. Mr. Macdonald is a Fellow of the Chartered Professional Accountants (FCPA) and a retired PwC partner with 40+ years of experience in strategic governance, international tax, mergers and acquisitions, and corporate finance.
Vijay Kirpalani	Yes	Yes. Mr. Kirpalani brings over two decades of finance, advisory, and corporate governance experience in the mining sector, including a distinguished record of leadership and value creation in Suriname.
Nicholas Stajduhar	No	Yes. Mr. Stajduhar is a financial industry professional with over 15 years of experience in public and private capital markets and holds licenses from the Canadian Securities Institute (CSC and CPH).

(1) As such term is defined in NI 52-110.

Relevant Education and Experience

The educational background or experience of the Audit Committee members has enabled each to perform his responsibilities as an Audit Committee member and has provided the member with an understanding of the accounting principles we use to prepare our financial statements, the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves as well as 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 our financial statements, or experience actively supervising one or more individuals engaged in such activities and an understanding of internal controls and procedures for financial reporting.

Each member of the Audit Committee has a general understanding of the accounting principles we use to prepare our financial statements and will seek clarification from our auditor, where required. Each of the members of the Audit Committee also has direct experience in understanding accounting principles for private and reporting companies and experience in supervising one or more individuals engaged in the accounting for estimates, accruals and reserves and experience in preparing, auditing, analyzing, or evaluating financial statements similar to our financial statements.

See above and under the heading "Election of Directors" in this Circular for details of the relevant education and experience of the Audit Committee members.

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Audit Committee Oversight

At no time since August 31, 2025, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

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

Pre-Approval Policies and Procedures

All non-audit services to be provided to the Corporation by an external auditor and the fees with respect thereto must be pre-approved by the Board.

External Auditor Service Fees (By Category)

The Audit Committee has, to ensure auditor independence, reviewed the nature and amount of the non-audited services provided to us by Davidson & Company LLP and MS Partners LLP. The aggregate fees incurred by the Company for audit and non-audit services in the last two financial years are set out in the following table:

Nature of Services	Fees Paid to or Accrued in Year Ended August 31, 2025 ($)	Fees Paid to or Accrued in Year Ended August 31, 2024 ($)
Audit Fees(1)	$125,000	$19,000
Audit-Related Fees(2)	$4,000	$4,000
Tax Fees(3)	$14,250	$1,000
All other fees(4)	Nil	Nil
Total	$143,250	$24,000

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated 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 services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) “All Other Fees” include all other non-audit services.

CORPORATE GOVERNANCE

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose their governance practices in accordance with the instrument. The Company is a “venture issuer” within the meaning of NI 58-101. A discussion of the Company’s governance practices within the context of NI 58-101 is set out below.

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Board of Directors

The Board facilitates its independent supervision over management through regular meetings of the Board, both with and without members of our management (including members of management who are also directors) being in attendance.

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

The independent members of the Board are Barry Macdonald, Vijay Kirpalani, and Christopher Taylor.

The non-independent directors of the Company are Colin Padget, the Company’s current President and CEO, and Nicholas Stajduhar, who received more than $75,000 from the Company in 2025 and 2024, and such renumeration was paid for services outside of his capacity as a board or committee member.

The mandate of the Board is to manage or supervise the management of our business and affairs and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of our affairs directly and through the sub-committees of the Board.

Directorships

Certain of our directors are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other Reporting Issuer (or equivalent in a foreign jurisdiction)	Name of Exchange or Market (if applicable)
Christopher Taylor	Tiernan Gold Corp. (previously Railtown Capital Corp.)	TSXV
	Kodiak Conner Corp.	TSXV
	Auranova Resources Inc.	TSXV
	Railtown Capital Corp.	TSXV
Nicholas Stajduhar	Thesis Gold Inc.(1)	TSXV

(1) Mr. Stajduhar ceased to be a director of Thesis Gold Inc. effective July 31, 2025.

Orientation and Continuing Education

The Board is responsible for providing orientation for all new recruits to the Board. Each new director brings a different skill set and professional background, and with this information, the Board determines what orientation to the nature and operations of our business will be necessary and relevant to each new director, and then implements such Orientation. In addition, information (such as recent financial statements and other material documents) is provided to new Board members to ensure that new directors are familiarized with the Company’s business and the role of the Board, its committees, and its directors. New directors also receive a copy of the Company’s corporate governance policies to familiarize themselves with the Company’s rules and procedures.

We provide continuing education for our directors as the need arises and encourage open discussion at all meetings, which encourages learning by our directors. The Board’s continuing education also includes discussions with the Company’s legal counsel to remain up to date with developments in relevant corporate and securities law matters.

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Ethical Business Conduct

The Board relies on the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law to ensure the Board operates independently of management and in the best interests of the Company. The Board has found that these, combined with 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.

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. The Board takes into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Nominating and Corporate Governance Committee is responsible for identifying and recommending candidates qualified to become directors. In identifying and recommending candidates, the Corporate Governance Committee takes into consideration such factors as it deems appropriate, including judgment, skill, diversity, experience with businesses and other organizations of comparable size and the need for particular expertise on the Board.

Compensation

Members of the Board are not compensated for acting as directors, save for being granted incentive stock options pursuant to the policies of TSXV and the Company’s Option Plan. If the Omnibus Plan is approved at the Meeting, then future incentive stock options, RSUs, DSUs and PSUs will be granted pursuant to the Omnibus Plan. The Compensation Committee makes recommendations to the Board, and the Board as a whole determines the stock option grants for each director. The Compensation Committee reviews and makes recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the CEO and recommending to the Board the compensation level of the CEO based on the annual performance of the CEO in light of those goals and objectives.

Board Committees

The Board has three standing committees, being: (i) the Audit Committee; and (ii) the Compensation Committee; and (iii) the Governance Committee. On February 18, 2025, the Board dissolved its Compensation and Corporate Governance Committee to form a Compensation Committee and Nominating and Corporate Governance Committee as separate committees.

A description of the responsibilities of the Audit Committee and its members are provided in this Circular under the heading “Audit Committee” above, and a description of the other committees and each committee’s respective members are provided below.

Compensation Committee

The Compensation Committee is responsible for assisting the Board in approving and monitoring guidelines and practices with respect to the Company’s compensation programs and practices, by exercising the responsibilities and duties set forth in the Charter of the Compensation Committee, including but not limited to: (i) discharging the Board’s responsibilities relating to the compensation of the Company’s executive officers; (ii) the administration of the Company’s Option plan, RSU Plan, Omnibus Plan or such other equity based compensation plan(s) or similar arrangements, as may be approved by the Board and shareholders of the Company from time to time; and (iii) assisting the Board with respect to management succession and development. The current members of the Compensation Committee are, Christopher Taylor (Chair), Nicholas Stajduhar, and Vijay Kirpalani.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Committee is responsible for assisting the Board in fulfilling its responsibilities by: (i) identifying individuals qualified to become members of the Board and recommending to the Board nominees for election as directors at meetings of shareholders of the Company, to fill any vacancies on the Board as they arise from time to time and increase or decrease the size of the Board from time to time; (ii) establishing, reviewing, and monitoring compliance with corporate governance policies, (iii) adopting a corporate code of business conduct and ethics applicable to all directors, officers and employees, and (iv) monitoring compliance with and periodically reviewing such corporate code of business conduct and ethics. The current members of the Nominating and Corporate Governance Committee are Barry Macdonald (Chair), Nicholas Stajduhar, and Vijay Kirpalani.

Other Board Committee

Other than the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, the Board has no other standing committees.

Assessments

The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. The Nominating and Corporate Governance Committee oversees the evaluation of the Board, committees of the Board, and the contribution of individual directors. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are also informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

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 its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given our size and operations. Our corporate governance practices allow us to operate efficiently with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

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 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.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined below) of the Company, proposed nominee for election as a director of the Company, or associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the beginning of our last financial year or in any proposed transaction, which has materially affected or will materially affect the Company, other than as disclosed under the heading "Particulars of Matters to be Acted On".

An "informed person" means:

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

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

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

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

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person.

ADDITIONAL INFORMATION

Additional information about the Company is located on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company to request copies of the Company’s financial statements and MD&A by mailing a written request to the following address:

FOUNDERS METALS INC.
Suite 2880 – 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3

Financial information about the Company is provided in the Company’s comparative annual financial statements and MD&A for its most recently completed financial year.

OTHER MATTERS AND MATERIAL FACTS

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting for the Company. Should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by proxy. There are no material facts about the Company which are not otherwise disclosed in this Circular.

BOARD APPROVAL

The Company’s Board has approved the delivery of this Circular to the shareholders of the Company.

DATED at Vancouver, British Columbia, this 6th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

By: (signed) “Colin Padget”
Colin Padget,
President, CEO and Director

SCHEDULE A

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF FOUNDERS METALS INC. (THE "CORPORATION")

The audit committee of the Corporation (the "Committee") is a committee of the board of directors of the Corporation (the "Board"). The role of the Committee is to:

provide oversight of the Corporation's financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Corporation, its subsidiaries and associated companies;
helping directors meet their responsibilities, facilitating better communication between directors and the external auditor;
enhancing the independence of the external auditor;
increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussion among directors, management and the external auditor;

Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Corporation's external auditor is ultimately accountable to the Board and the Committee as representatives of the Corporation's shareholders.

1. DUTIES AND RESPONSIBILITIES

External Auditor

1.1 To recommend to the Board, for shareholder approval, an external auditor to examine the Corporation's accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Corporation.

1.2 To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

1.3 To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.

1.4 To pre-approve any non-audit services to be provided to the Corporation by the external auditor and the fees for those services.

1.5 To obtain and review, at least annually, a written report by the external auditor setting out the auditor's internal quality-control procedures, any material issues raised by the auditor's internal quality-control reviews and the steps taken to resolve those issues.

1.6 To review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation. The

Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Corporation on any aspect of its certification of the Corporation’s financial statements:

(a) no member of the audit team that is auditing a business of the Corporation can be hired into that business or into a position to which that business reports for a period of three years after the audit;

(b) no former partner or employee of the external auditor may be made an officer of the Corporation or any of its subsidiaries for three years following the end of the individual’s association with the external auditor;

(c) the Chief Financial Officer of the Corporation (the “CFO”) must approve all office hires from the external auditor; and

(d) the CFO must report annually to the Committee on any hires within these guidelines during the preceding year.

1.7 To ensure that the head audit partner assigned by the external auditor to the Corporation, as well as the audit partner charged with reviewing the audit of the Corporation, are changed at least every five years.

1.8 To review, at least annually, the relationships between the Corporation and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

1.9 To review the Corporation’s annual audited financial statements with the Chief Executive Officer of the Corporation (the “CEO”) and CFO and then with the full Board. The Committee will review the interim financial statements with the CEO and CFO.

1.10 To review and discuss with management and the external auditor, as appropriate:

(a) the annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and

(b) earnings guidance and other releases containing information taken from the Corporation’s financial statements prior to their release.

1.11 To review the quality and not just the acceptability of the Corporation’s financial reporting and accounting standards and principle and any proposed material changes to them or their application.

1.12 To review with the CFO any earnings guidance to be issued by the Corporation and any news release containing financial information taken from the Corporation’s financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

1.13 To review the internal audit staff functions, including:

(a) the purpose, authority and organizational reporting lines;

(b) the annual audit plan, budget and staffing; and
(c) the appointment and compensation of the controller, if any.

1.14 To review, with the CFO and others, as appropriate, the Corporation’s internal system of audit controls and the results of internal audits.
1.15 To review and monitor the Corporation’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.
1.16 To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive session and review issues and matters of concern respecting audits and financial reporting.
1.17 In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Corporation’s disclosure and internal controls, including any material deficiencies or changes in those controls.

2. MEMBERSHIP

The Committee shall consist of three or more members of the Board, the majority of which have been determined to be independent as required under applicable securities rules or applicable stock exchange rules.

Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs.

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as balance sheet, an income statement and a cash flow statement).

3. PROCEDURES

3.1 The Board shall appoint one of the directors elected to the Committee as the Chairperson of the Committee (the “Chairperson”). In the absence of the appointed Chairperson from any meeting of the Committee, the members shall elect a Chairperson from those in attendance to act as Chairperson of the meeting.
3.2 The Chairperson will appoint a secretary (the “Secretary”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chairperson.
3.3 No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum.

3.4 The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.

3.5 The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the Articles of the Corporation or otherwise determined by resolution of the Board.

3.6 The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants as it deems appropriate.

3.7 The Committee has the authority to communicate directly with the internal and external auditors.

4. REPORTS

The Committee shall produce the following reports and provide them to the Board:

4.1 an annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make this report; and

4.2 a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

SCHEDULE B

OMNIBUS EQUITY INCENTIVE PLAN

FOUNDERS METALS INC.

OMNIBUS EQUITY INCENTIVE PLAN

April 6, 2026

Article 1 PURPOSE... 1
1.1 Purpose... 1

Article 2 INTERPRETATION... 1
2.1 Definitions... 1
2.2 Interpretation... 7

Article 3 ADMINISTRATION... 7
3.1 Administration... 7
3.2 Delegation to Committee... 8
3.3 Determinations Binding... 8
3.4 Eligibility... 8
3.5 Plan Administrator Requirements... 9
3.6 Total Shares Subject to Awards... 9
3.7 Limits on Grants of Awards... 9
3.8 Award Agreements... 10
3.9 Non-transferability of Awards... 11

Article 4 OPTIONS... 11
4.1 Granting of Options... 11
4.2 Exercise Price... 11
4.3 Term of Options... 11
4.4 Vesting and Exercisability... 11
4.5 Payment of Exercise Price... 12
4.6 Previously Granted Options... 13

Article 5 RESTRICTED SHARE UNITS... 13
5.1 Granting of RSUs... 13
5.2 RSU Account... 13
5.3 Vesting of RSUs... 13
5.4 Settlement of RSUs... 13

Article 6 DEFERRED SHARE UNITS... 14
6.1 Granting of DSUs... 14
6.2 DSU Account... 14
6.3 Vesting of DSUs... 14
6.4 Settlement of DSUs... 15

Article 7 PERFORMANCE SHARE UNITS... 15
7.1 Granting of PSUs... 15

ii -

7.2 Terms of PSUs ... 16
7.3 Performance Goals ... 16
7.4 PSU Account ... 16
7.5 Vesting of PSUs ... 16
7.6 Settlement of PSUs ... 16

Article 8 ADDITIONAL AWARD TERMS ... 17
8.1 Black-out Period ... 17
8.2 Withholding Taxes ... 17
8.3 Recoupment ... 17

Article 9 TERMINATION OF EMPLOYMENT OR SERVICES ... 17
9.1 Termination of Participant ... 17
9.2 Discretion to Permit Acceleration ... 19

Article 10 EVENTS AFFECTING THE COMPANY ... 19
10.1 General ... 19
10.2 Change of Control ... 19
10.3 Reorganization of Corporation’s Capital ... 21
10.4 Other Events Affecting the Corporation ... 21
10.5 Immediate Acceleration of Awards ... 21
10.6 Issue by Corporation of Additional Shares ... 21
10.7 Fractions ... 21

Article 11 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ... 22
11.1 Amendment, Suspension, or Termination of the Plan ... 22
11.2 Shareholder Approval ... 22
11.3 Permitted Amendments ... 23

Article 12 MISCELLANEOUS ... 23
12.1 Legal Requirement ... 23
12.2 No Other Benefit ... 24
12.3 Rights of Participant ... 24
12.4 Corporate Action ... 24
12.5 Conflict ... 24
12.6 Anti-Hedging Policy ... 24
12.7 Participant Information ... 24
12.8 Participation in the Plan ... 24
12.9 International Participants ... 25
12.10 Successors and Assigns ... 25
12.11 General Restrictions or Assignment ... 25

iii -

12.12 Severability ... 25
12.13 Notices ... 25
12.14 Governing Law ... 25
12.15 Submission to Jurisdiction ... 26

FOUNDERS METALS INC.

ARTICLE 1
PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees, Management Company Employees, Consultants and Consultant Companies of the Corporation and its subsidiaries, to reward such of those Directors, Officers, Employees, Management Company Employees, Consultants and Consultant Companies as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees, Management Company Employees, Consultants and Consultant Companies to acquire Shares as long-term investments and proprietary interests in the Corporation.

ARTICLE 2
INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

(a) “Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

(b) “Award” means any Option, Restricted Share Unit, Deferred Share Unit or Performance Share Unit granted under this Plan which may be denominated or settled in Shares, cash or in such other form as provided herein;

(c) “Award Agreement” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical to any other such agreements;

(d) “Board” means the board of directors of the Corporation as it may be constituted from time to time;

(e) “Broker” means has the meaning set forth in Section 4.5(e);

(f) “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver and the City of Toronto are open for commercial business during normal banking hours;

(g) “Cause” means, with respect to a particular Participant:

(i) subject to applicable law, “cause” or “fundamental breach” (or any similar terms) as such terms are defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant; or

(ii) in the event (i) does not apply, then “cause” or “fundamental breach” as such terms are interpreted pursuant to applicable law;

(h) “Change of Control” means the occurrence of any one or more of the following events:

(i) any transaction (other than a transaction described in clause (b) below) pursuant to which any person or group of persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation’s equity incentive plans;

(ii) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (i) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (ii) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

(iii) the sale, lease, exchange, license or other disposition of all or substantially all of the Corporation’s assets to a person other than a person that was an Affiliate of the Corporation at the time of such sale, lease, exchange, license or other disposition;

(iv) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Company in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement

(v) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of the Plan, be considered as a member of the Incumbent Board; or

(vi) any other matter determined by the Board to be a Change of Control;

(i) “Change of Control Price” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the volume weighted average trading price of the Shares on the Exchange for the

thirty (30) Trading Days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the Tax Act (a "Canadian Participant") such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the Trading Day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five Trading Days immediately preceding the Change of Control date;

(j) "Committee" has the meaning set forth in Section 3.2;

(k) "Consultant" means a "Consultant" as defined in the Exchange Policies;

(l) "Consultant Company" means a Consultant that is a Company.

(m) "Control" means the relationship whereby a Person is considered to be "controlled" by a Person if:

(i) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(ii) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(iii) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

(n) "Corporation" means Founders Metals Inc., or any successor entity thereof;

(o) "Date of Grant" means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

(p) "Deferred Share Unit" or "DSU" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

(q) "Director" means a "Director" as defined in the Exchange Policies;

(r) "Disabled" or "Disability" means, with respect to a particular Participant, that the Participant's employment or engagement, as applicable, has been frustrated, as that term is interpreted pursuant to applicable law, due to medical disability;

(s) "Discounted Market Price" means, if the Shares are listed only on the Exchange, the Market Price less the maximum discount permitted under the Exchange Policy applicable to incentive stock options;

(t) "DSU Termination Date" has the meaning set forth in Section 6.4;

(u) “Effective Date” means the effective date of this Plan, as determined by the Board;

(v) “Employee” means an “Employee” as defined in the Exchange Policies;

(w) “Exchange” means (a) the TSX Venture Exchange, or (b) the primary exchange on which the Shares are then listed, as determined by the Plan Administrator, if (i) the Exchange is no longer the Corporation’s primary exchange, or (ii) the Shares are not listed on the TSX Venture Exchange;

(x) “Exchange Policies” means the policies included in the TSX Venture Exchange Corporate Finance Manual and “Exchange Policy” means any one of them;

(y) “Exercise Notice” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

(z) “Exercise Price” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

(aa) “Expiry Date” means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

(bb) “Insider” means an “Insider” as defined in the Exchange Policies;

(cc) “Investor Relations Activities” means “Investor Relations Activities” as defined in the Exchange Policies;

(dd) “Investor Relations Service Provider” means an “Investor Relations Service Provider” as defined in the Exchange Policies;

(ee) “Management Company Employee” means a “Management Company Employee” as defined in the Exchange Policies;

(ff) “Market Price” means “Market Price” as defined in the Exchange Policies;

(gg) “Net Exercise” means has the meaning set forth in Subsection 4.5(b).

(hh) “Officer” means an “Officer” as defined in the Exchange Policies;

(ii) “Option” means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

(jj) “Option Shares” means Shares issuable by the Corporation upon the exercise of outstanding Options;

(kk) “Participant” means a Director, Officer, Employee, Management Company Employee, Consultant and a Consultant Company to whom an Award has been granted under this Plan;

(ll) “Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one (1) or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the

Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

(mm) “Performance Share Unit” or “PSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;

(nn) “Person” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

(oo) “Plan” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

(pp) “Plan Administrator” means the Board, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

(qq) “Replacement Award” has the meaning ascribed to such term in 10.2(b);

(rr) “Restricted Share Unit” or “RSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 5;

(ss) “Retirement” means, unless otherwise defined in the Participant’s applicable employment or other agreement, or in the Award Agreement, the termination of the Participant’s employment or engagement, as applicable, in circumstances where the Plan Administrator agrees the termination constitutes “retirement”.

(tt) “Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

(uu) “Security Based Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees, Management Company Employees, Consultants, Consultant Companies and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(vv) “Share” means one (1) common share in the authorized capital of the Corporation as constituted on the Effective Date or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one (1) share of any additional class of common shares in the authorized capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 10, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

(ww) “subsidiary” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

(xx) “Tax Act” means the Income Tax Act (Canada), as amended;

(yy) “Termination Date” means, subject to applicable law which cannot be waived:

(i) in the case of an Employee or Management Company Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (A) the date designated by the Employee or Management Company Employee and the Corporation or a subsidiary of the Corporation as the “Termination Date” (or similar term) in a written employment or other agreement between the Employee or Management Company Employee and Corporation or a subsidiary of the Corporation, or (B) if no such written employment or other agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Employee or Management Company Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and in the case of a termination of employment by the Corporation or a subsidiary of the Corporation, the “Termination Date” shall be determined without regard to any period of reasonable notice or pay in lieu thereof that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant beyond the last day of the statutory notice period to which the Participant is entitled in the circumstances, if any;

(ii) in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation, or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation, as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and in the case of a termination by the Corporation or a subsidiary of the Corporation, the “Termination Date” shall be determined without including any period of notice or pay in lieu thereof that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant; and

(iii) in the case of a Director, the date such individual ceases to be a Director, in each case, unless the individual continues to be a Participant in another capacity;

(zz) “Trading Day” means a day when trading occurs through the facilities of the Exchange; and

(aaa) “VWAP” means the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five (5) Trading Days immediately preceding the exercise of the Options. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and, subject to applicable law, the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants under the Plan may be made;

(b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Options, Restricted Share Units, Deferred Share Units or Performance Share Units) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

(i) the time or times at which Awards may be granted;

(ii) the conditions under which:

(A) Awards may be granted to Participants; or

(B) Awards may be forfeited to the Corporation, including any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;

(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

(e) construe and interpret this Plan and all Award Agreements;

(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable laws including applicable foreign laws, for qualifying for favorable tax treatment under applicable laws including applicable foreign laws and to comply with the Exchange Policies or policies of any Exchange on which the Shares of the Corporation are listed; and

(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.

(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the “Committee”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Subject to applicable law, any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive and binding on the Corporation and all subsidiaries of the Corporation, all Participants and all other Persons.

3.3 Determinations Binding

Subject to applicable law, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation, the affected Participant(s), their legal and personal representatives and all other Persons.

3.4 Eligibility

All Directors, Officers, Employees, Management Company Employees, Consultants and Consultant Companies are eligible to participate in the Plan, subject to Section 9.1(f). The Corporation and each Participant shall share the responsibility for ensuring and confirming that the Participant is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company, as the case may be. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company any

right to receive any grant of an Award pursuant to the Plan. Subject to applicable law, the extent to which any Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Plan Administrator shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 10 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan and under any other Security Based Compensation Arrangement shall not exceed 10% of the Corporation’s total issued and outstanding Shares from time to time. This Plan is considered an “evergreen” plan, since the Shares covered by Awards which have been settled, exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases.

(b) To the extent any Awards (or portion(s) thereof) under this Plan are exercised, terminated or cancelled for any reason prior to exercise, or are surrendered or settled by the Participant, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

(c) In connection with an acquisition of the Corporation or a Subsidiary and subject to Exchange acceptance, outstanding stock options or other equity-based awards from an acquired company may be cancelled and replaced with substantially equivalent Awards without shareholder approval provided that:

(i) the number of securities issuable pursuant to such replacement Awards (and their applicable exercise) is adjusted in accordance with the share exchange ratio applicable to the transaction, regardless of whether the adjusted exercise price is below the then current Market Price;

(ii) the terms of the replacement Awards satisfy the criteria of this Plan;

(iii) the number of securities issuable pursuant to such replacement Awards falls within the limits of this Plan; and

(iv) all such replacement Awards shall be included in calculating the number of issuable Shares of the Corporation.

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3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

(e) Investor Relations Service Providers may not receive any Award other than Options;

provided that the acquisition of Shares by the Corporation for cancellation shall be disregarded for the purposes of determining non-compliance with this Section 3.6(c) for any Awards outstanding prior to such purchase of Shares for cancellation.

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to a Participant granted an Award pursuant to this Plan.

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3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one (1) year from the Participant’s death.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Discounted Market Price on the Date of Grant.

4.3 Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options, provided that Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:

(i) no more than one quarter (1/4) of the Options shall vest no sooner than three (3) months after the Options were granted;

(ii) no more than another quarter (1/4) of the Options shall vest no sooner than six (6) months after the Options were granted;

(iii) no more than another quarter (1/4) of the Options shall vest no sooner than nine (9) months after the Options were granted; and

(iv) the remainder of the Options shall vest no sooner than 12 months after the Options were granted.

(b) Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. Subject to the Exchange Policies, the Plan

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Administrator has the right to accelerate the date upon which any Option becomes exercisable, provided that the Plan Administrator may not accelerate the date upon which any Option granted to any Investor Relations Service Provider becomes exercisable without obtaining the prior approval of the Exchange.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

(a) the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by cheque, wire transfer or by such other means as might be acceptable to the Plan Administrator and permitted by Securities Laws.

(b) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, a Participant may, but only if permitted by the Plan Administrator, elect to exercise an Option (except those Options held by any Investor Relations Service Provider) in consideration for the number of underlying Shares that is equal to the:

(i) quotient obtained by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options, by (ii) the VWAP of the underlying Shares (a “Net Exercise”), less

(ii) such amount in respect of withholding taxes and other applicable source deductions as the Corporation may require under Section 8.2,

by written notice to the Corporation indicating the number of Options such Participant wishes to exercise using the Net Exercise, and such other information that the Corporation may require.

(c) No Shares will be issued or transferred until full payment therefor has been received by the Corporation, or arrangements for such payment have been made to the satisfaction of the Plan Administrator.

(d) If a Participant surrenders Options through a Net Exercise or a “cashless exercise” pursuant to Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Tax Act in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

(e) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, a Participant may elect to exercise an Option by way of a “cashless exercise” with the assistance of a broker (the “Broker”) in order to facilitate the exercise of such Participant’s Options. The “cashless exercise” procedure may include a sale of such number of Shares as is necessary to raise an amount equal to the aggregate Exercise Price for all Options being exercised by that Participant under an Exercise Notice and any applicable tax withholdings. Pursuant to the Exercise Notice, the Participant may authorize the Broker to sell Shares on the open market by means of a short sale and forward the

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proceeds of such short sale to the Corporation to satisfy the Exercise Price and any applicable tax withholdings, promptly following which the Corporation shall issue the Shares underlying the number of Options as provided for in the Exercise Notice.

4.6 Previously Granted Options

Options which are outstanding under pre-existing stock option plan(s) of the Corporation as of the Effective Date shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan except to the extent that the terms of this Plan are more restrictive than the terms of such pre-existing plan(s) under which such stock options were originally granted, in which case the applicable pre-existing plan(s) shall govern, provided that any stock options granted, issued or amended after November 23, 2021 must comply with Exchange Policy 4.4.

ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year. The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.

(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant and (B) and such amount as determined by the Plan Administrator in its sole discretion.

5.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

5.3 Vesting of RSUs

No RSU may vest before the date that is 12 months following the date that it is granted or issued, although such vesting may be accelerated upon a Participant’s death or a Participant ceasing to be eligible under this Plan in accordance with Section 9.1, 9.2, 10.2 or 10.4, as applicable. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with the Exchange Policies.

5.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. Except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the each vested RSU will be redeemed for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

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(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated as the number of RSUs to be redeemed for cash multiplied by the Market Price per Share as at the settlement date, less any applicable withholding tax as required under Section 8.2.
(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.
(d) Notwithstanding any other provision in this Plan, no payment, whether in cash or in Shares, shall be made in respect of the settlement of any RSU later than December 31 of the third calendar year following the end of the calendar year in which the applicable Participant first began to perform or provide the services in respect of which such RSU is granted.

5.5 Previously Granted RSUs

RSUs which are outstanding under pre-existing RSU plan(s) of the Corporation as of the Effective Date shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan except to the extent that the terms of this Plan are more restrictive than the terms of such pre-existing plan(s) under which such RSUs were originally granted, in which case the applicable pre-existing plan(s) shall govern, provided that any RSUs granted, issued or amended after November 23, 2021 must comply with Exchange Policy 4.4.

ARTICLE 6 DEFERRED SHARE UNITS

6.1 Granting of DSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan, paragraph 6801(d) of the regulations to the Tax Act and and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to such Participants that are Directors in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement. Each DSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.4(a)), upon the settlement of such DSU.

6.2 DSU Account

All DSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.3 Vesting of DSUs

No DSU may vest before the date that is 12 months following the date that it is granted or issued, although such vesting may be accelerated upon a Participant’s death or a Participant ceasing to be eligible under this Plan in accordance with Section 9.1, 9.2, 10.2 or 10.4, as applicable. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of DSUs.

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6.4 Settlement of DSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of DSUs. Except as otherwise provided in an Award Agreement, when and if DSUs become payable, each vested DSU will be redeemed for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

(ii) a cash payment, or

(iii) a combination of Shares and cash as contemplated by paragraphs 6.4(a)(i) and 6.4(a)(ii) above.

(b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated as the number of DSUs to be redeemed for cash multiplied by the Market Price per Share as at the settlement date, less any applicable withholding tax as required under Section 8.2.

(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Notwithstanding any other provision in this Plan, no payment, whether in cash or in Shares, shall be made in respect of the settlement of any DSU granted to a Participant:

(i) before the first date on which such Participant is no longer a Director, Officer or Employee of the Corporation or any corporation “related” to the Corporation (for purposes of the Tax Act) (the “DSU Termination Date”), or

(ii) after December 31 of the calendar year following the calendar year in which the DSU Termination Date occurs.

6.5 Additional Amounts

For greater certainty, neither a Director to whom DSUs are granted nor any person with whom such Director does not deal at arm's length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the Shares to which the DSUs relate.

ARTICLE 7 PERFORMANCE SHARE UNITS

7.1 Granting of PSUs

Subject to the terms and conditions of the Plan and such other terms and conditions as the Plan Administrator may determine, the Plan Administrator, at any time and from time to time, may grant PSUs to Participants in such amounts as the Plan Administrator shall determine. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

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7.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a Participant’s service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

7.3 Performance Goals

For each Award that is granted, the Plan Administrator will establish the applicable Performance Goals on the Date of Grant. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. Following the Date of Grant, the Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

7.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

7.5 Vesting of PSUs

No PSU may vest before the date that is 12 months following the date that it is granted or issued, although such vesting may be accelerated upon a Participant’s death or a Participant ceasing to be eligible under this Plan in accordance with Section 9.1, 9.2, 10.2 or 10.4, as applicable. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs.

7.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs. Except as otherwise provided in an Award Agreement, on the settlement date for any PSU, each vested PSU will be redeemed for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

(ii) a cash payment, or

(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.

(b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated as the number of PSUs to be redeemed for cash multiplied by the Market Price per Share as at the settlement date, less any applicable withholding tax as required by Section 8.2.

(c) Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Notwithstanding any other provision in this Plan, no payment, whether in cash or in Shares, shall be made in respect of the settlement of any PSU later than December 31 of the third calendar year following the end of the calendar year in which the applicable Participant first began to perform or provide the services in respect of which such PSU is granted.

ARTICLE 8

ADDITIONAL AWARD TERMS

8.1 Black-out Period

In the event that an Award expires, at a time when a blackout period is formally imposed by the Corporation pursuant to its internal trading policies, the expiry of such Award will be the date that is ten (10) Business Days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

8.2 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan, including all distributions, delivery of Shares or payments to a Participant, is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting, settlement, distribution, delivery or payment, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation such amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

8.3 Recoupment

Notwithstanding any other terms of this Plan, but subject to compliance with applicable provincial employment/labour standards legislation Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in the Participant's employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 8.3 to any Participant or category of Participants.

ARTICLE 9

TERMINATION OF EMPLOYMENT OR SERVICES

9.1 Termination of Participant

Subject to Section 9.2 and except to the minimum extent, if any, otherwise required by applicable provincial employment standards legislation, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:

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(a) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant, whether vested or unvested, that has not been exercised, surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled, for no consideration, as of the Termination Date;

(b) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then all unvested Options or other Awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier of: (i) the Expiry Date of such Option, and (ii) the date that is 90 days after the Termination Date (30 days if the Participant was engaged in Investor Relations Activities). If an Option remains unexercised upon the earlier of (i) or (ii), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option that is held by a Participant, such Award will be settled within 90 days after the Termination Date.

(c) where a Participant’s employment, consulting agreement or arrangement terminates on account of his or her becoming Disabled, then all unvested Options or other Awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the Participant at any time until the earlier of: (i) the Expiry Date of such Option; and (ii) the first anniversary of the Termination Date. If an Option remains unexercised upon the earlier of (i) or (ii) above, the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. Any vested Award other than an Option that is held by a Participant will be settled within 90 days after the Termination Date.

(d) where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then all unvested Options or other Awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Option may be exercised by the Participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (i) the Expiry Date of such Option; and (ii) the first anniversary of the date of the death of such Participant. If an Option remains unexercised upon the earlier of (i) or (ii) above, the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option that is held by a Participant, such Award will be settled with the Participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the Participant’s death.

(e) where a Participant’s employment, consulting agreement or arrangement is terminated due to the Participant’s Retirement, then all unvested Options or other Awards shall be immediately forfeited and cancelled as of the Termination Date. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier of: (i) the Expiry Date of such Option, and (ii) the date that is 90 days after the Termination Date (30 days if the Participant was engaged in Investor Relations Activities). If an Option remains unexercised upon the earlier of (i) or (ii), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a

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vested Award other than an Option that is held by a Participant, such Award will be settled within 90 days after the Termination Date.

(f) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(ii) the date of the death, Disability or Retirement of the Participant; and

(g) notwithstanding Subsection 9.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company, as applicable, of the Corporation or a subsidiary of the Corporation.

9.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 9.1 and subject to compliance with the Exchange Policies, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

ARTICLE 10 EVENTS AFFECTING THE CORPORATION

10.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger, consolidation or split involving the Corporation or its securities, as applicable, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or on any Award granted hereunder.

10.2 Change of Control

(a) Subject to the provisions of 10.2(b) or as otherwise provided in this Plan, in the event of a Change of Control, the Board shall have the discretion to:

(i) to amend, abridge or eliminate any vesting terms (except the vesting terms of Options granted to Persons retained to perform Investor Relations Activities, unless prior Exchange approval is obtained), conditions or schedule or to otherwise amend the conditions of exercise so that any such Award may be conditionally

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exercised or settled in whole or in part, by the Participant so as to entitle the Participant to either tender Shares into a transaction that could result in a Change of Control or receive any securities, property or cash which the Participant would have received upon such Change of Control if the Participant had exercised or settled their Award immediately prior to the applicable record date or event and, if determine appropriate by the Board, any such Award not exercised or otherwise settled at the effective time or record date (as applicable) of such Change of Control will be deemed to have expired; or

(ii) unilaterally determine that all outstanding Awards (other than Awards subject to section 7 of the Tax Act) shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Board in accordance with the terms of this Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the TSXV.

(b) Notwithstanding 10.2(a), no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Board reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as a “Replacement Award”) by any successor to the Corporation or an Affiliate as described in Section 12.10 and provided that the successor entity agrees to assume the obligation to provide Replacement Awards and; provided, however, that any such Replacement Award must:

(i) be based on stock which is traded on the Exchange;

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;

(iii) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control; and

(iv) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

(c) Where a Participant’s employment or term of office or engagement is terminated for any reason, other than for Cause, during the 24 months following a Change of Control, any unvested Awards as at the date of such termination shall be deemed to have vested as at the date of such termination and shall become payable or exercisable as at the date of termination.

(d) Notwithstanding the foregoing, in the case of Options held by a Canadian Participant, the Plan Administrator may not cause the Canadian Participant to receive (pursuant to this section 10.2) any property in connection with a Change in Control other than (i) rights to acquire shares of the Corporation, (ii) shares of a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for purposes of the Tax Act) with the Corporation immediately after the Change of Control, (iii) shares of a corporation formed on the amalgamation or merger of the Corporation and one or more other corporations, or (iv)

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units of a "mutual fund trust" (as defined in the Tax Act), to which the Corporation has transferred property in certain circumstances.

10.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change of Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change of Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number and/or type of Shares that may be acquired, or by reference to which such Awards may be settled, on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

10.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards, subject to compliance with the Exchange Policies.

10.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 10, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

10.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 10 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

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ARTICLE 11

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

11.1 Amendment, Suspension, or Termination of the Plan

Subject to approval from the Exchange and the Corporation’s shareholders, as applicable, the Plan Administrator may from time to time, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange Policies. Any such actions will not constitute a breach of the terms of any Participant’s employment or engagement, as applicable.

11.2 Shareholder Approval

(a) The Corporation shall seek annual Exchange and shareholder approval for this Plan, in conformity with the Exchange Policies.

(b) Notwithstanding Section 11.1 and subject to any rules of the Exchange, approval of the holders of Shares shall be required for any amendment, modification or change that:

(i) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions under Article 10 which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(ii) reduces the exercise price of an Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its Expiry Date for the purpose of reissuing an Option to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(iii) extends the term of an Option beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within 10 Business Days following the expiry of such a blackout period);

(iv) changes the method for determining the exercise price of Options;

(v) changes the maximum term of the Award;

(vi) the addition of a Net Exercise provision;

(vii) increases or removes the limits on the participation of any one Participant or any category of Participants;

(viii) changes the eligible participants of the Plan;

(ix) changes the method or formula for calculating prices, values or amounts under an Award that may result in a benefit to a Participant,

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(x) amends any of the expiry or termination provisions set out in Article 9; or
(xi) deletes or reduces the range of amendments which require approval of shareholders under this Section 11.2.

(c) The Corporation is required to obtain shareholder approval on a “disinterested” basis in compliance with the applicable Exchange Policies in the following circumstances:

(i) reduces the exercise price or purchase price of an Award benefiting an Insider;
(ii) extends the term of an Award benefiting an Insider;
(iii) increases or removes the ten percent (10%) limits on Shares issuable or issued to Insiders as set forth in Section 3.6(c); and
(iv) the issuance to any Participant, within a 12-month period, of an aggregate number of Shares exceeding five percent (5%) of the issued and outstanding Shares.

(d) The Corporation shall be required to obtain Exchange acceptance of any amendment to this Plan.

11.3 Permitted Amendments

Without limiting the generality of Section 11.1, but subject to Section 11.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;
(b) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be materially prejudicial to the rights or interests of the Participants, as the case may be;
(c) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or
(d) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be materially prejudicial to the rights and interests of the Participants.

ARTICLE 12 MISCELLANEOUS

12.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its sole discretion, such

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action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

12.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

12.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as a Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

12.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

12.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant's employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of this Plan shall prevail.

12.6 Anti-Hedging Policy

By accepting an Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

12.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant's jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant's behalf.

12.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss

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which may result from fluctuations in the market value of the Shares. The Corporation makes no representation or warranty with respect to any income tax matters affecting any Participant resulting from the grant, vesting, exercise or settlement of an Award or any transactions in the Shares or otherwise in respect of participation under the Plan and does not assume responsibility for the income or other tax consequences for the Participants and Directors. Participants and Directors are advised to consult with their own tax advisors.

12.9 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one (1) or more sub-plans to reflect such amended or otherwise modified provisions.

12.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

12.11 General Restrictions or Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

12.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

12.13 Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Founders Metals Inc.
1021 West Hastings Street, Suite 2880
Vancouver, British Columbia V6E 0C3
Attention: Sam Yik, Chief Financial Officer
Email: [email protected]

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

12.14 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

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12.15 Submission to Jurisdiction

Except as otherwise minimally required by applicable law, the Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

12.16 Effective Date

The Plan was approved by the Board and shall take effect on April 6, 2026.

SCHEDULE C

CHANGE IN AUDITOR REPORTING PACKAGE

Founders Metals

NOTICE OF CHANGE OF AUDITOR

September 10, 2025

TO: MS Partners LLP

AND TO: Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission

Founders Metals Inc. (the "Company"), gives the following notice in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"):

On September 8, 2025 (the "Termination Date"), the Company received the resignation of MS Partners LLP (the "Former Auditor") as auditor of the Company, having resigned on their own initiative due to the Former Auditor's resignation from the Canadian Public Accountability Board.
The resignation of the Former Auditor has been received, considered and accepted by the Audit Committee and the Board of Directors of the Company.
There were no modified opinions expressed in the auditor's reports on the Company's consolidated financial statements for the period commencing at the beginning of the Company's two most recently completed financial years and ending on the Termination Date.
As at the date hereof, there have been no "reportable events" (as such term is defined in NI 51-102) in connection with the audits for the period commencing at the beginning of the Company's two most recently completed financial years and ending on the Termination Date.

FOUNDERS METALS INC.

Per: (signed) "Colin Padget"
Colin Padget
Chief Executive Officer

Founders Metals

NOTICE OF CHANGE OF AUDITOR

September 16, 2025

TO: MS Partners LLP

AND TO: Davidson & Company LLP

AND TO: Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission

Founders Metals Inc. (the "Company"), gives the following notice in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"):

As outlined in the Company's previous change of auditor notice dated September 10, 2025, on September 8, 2025 (the "Termination Date"), the Company received the resignation of MS Partners LLP (the "Former Auditor") as auditor of the Company.
The resignation of the Former Auditor was considered and accepted by the Board of Directors of the Company (the "Board") and the Audit Committee of the Company (the "Audit Committee").
The Audit Committee has considered all relevant factors and has recommended that Davidson & Company LLP (the "Successor Auditor") be appointed to fill the vacancy in the office of the auditor created by the resignation of the Former Auditor until the next annual meeting of shareholders of the Company.
The Board has considered the Former Auditor's resignation and the recommendation of the Audit Committee and has appointed the Successor Auditor as auditor of the Company, effective September 15, 2025, to hold office until the next annual meeting of shareholders of the Company.
There were no modified opinions expressed in the auditor's reports on the Company's consolidated financial statements for the period commencing at the beginning of the Company's two most recently completed financial years and ending on the Termination Date.
As at the date hereof, there have been no "reportable events" (as such term is defined in NI 51-102) in connection with the audits for the period commencing at the beginning of the Company's two most recently completed financial years and ending on the Termination Date.

FOUNDERS METALS INC.

Per: (signed) "Colin Padget"
Colin Padget
Chief Executive Officer

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

September 17, 2025

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs / Mesdames:

Re: Founders Metals Inc. (the "Company")
Notice Pursuant to NI 51-102 - Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated September 16, 2025 (the "Notice"), and, based on our knowledge of such information at this time, we agree with the information contained in the Notice pertaining to our firm.

Yours very truly,

Davidson & Company LLP

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

cc: TSX Venture Exchange (TSX-V)

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

MS PARTNERS LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

September 16, 2025

TO: Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

RE: FOUNDERS METALS INC. CHANGE OF AUDITOR

As required by National Instrument 51-102 – Continuous Disclosure Obligations, we confirm that we have reviewed the information contained in the Notice of Change of Auditors (the "Notice") issued on September 16, 2025 by Founders Metals Inc. Based on our information to this date, we agree with Statements (1), (5), and (6) contained in the Notice. We have no basis to agree or disagree with Statements (2), (3), and (4) contained in the Notice.

Yours truly,

MS Partners LLP
Chartered Professional Accountants
Licensed Public Accountants

500 Danforth Ave., Suite 303
Tel: 416-224-5777
Toronto, ON, M4K 1P6
www.mspartners.ca

AI assistant

Founders Metals Inc. — Proxy Solicitation & Information Statement 2026

45013_rns_2026-04-15_ab5b2016-cc81-49c2-b57c-5fd2e345b4dc.pdf

RETURN OF PROXY

ADVICE TO NON-REGISTERED SHAREHOLDERS

REVOCATION OF PROXY

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

BUSINESS OF THE MEETING

(1) Financial Statements

(2) Fix the Number of Directors

(3) Election of Directors

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

(4) Appointment of the Auditor

Summary of the Omnibus Plan

Participation Limits

Options

RSUs

DSUs

PSUs

Black-out Period

Termination of a Participant

Change of Control

Amendment, Suspension or Termination of the Omnibus Plan

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plan and Other Incentive Plans

Option Plan

Material Terms of the Option Plan

RSU Plan

Material Terms of the RSU Plan

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Philosophy and Objectives

Base Compensation

Bonus Incentive Compensation

Equity Participation

Option-Based Awards

Pension Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Board Committees

Compensation Committee

Nominating and Corporate Governance Committee

Other Board Committee

Assessments

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

OTHER MATTERS AND MATERIAL FACTS

BOARD APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS

SCHEDULE A

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF FOUNDERS METALS INC. (THE "CORPORATION")

1. DUTIES AND RESPONSIBILITIES

External Auditor

Financial Information and Reporting

Oversight

2. MEMBERSHIP

3. PROCEDURES

4. REPORTS

TABLE OF CONTENTS

2.2 Interpretation

Founders Metals Inc. Proxy Solicitation & Information Statement 2026