Glen Eagle Resources Inc. — Proxy Solicitation & Information Statement 2024

Nov 12, 2024

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GLEN EAGLE RESOURCES INC.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 3, 2024

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INFORMATION CIRCULAR

WITH RESPECT TO THE PROPOSED SALE BY THE COMPANY

OF COBRA ORO DE HONDURAS, S.A. DE C.V.

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GOLD MAX, S DE R.L.

OCTOBER 30, 2024

Dear Shareholders:

You are invited to attend a special meeting (the “ Meeting ”) of shareholders of Glen Eagle Resources Inc. (the “ Company ”) to be held at 11:00 a.m. (Eastern Time) on December 3, 2024 at the offices of McMillan LLP, Suite 2700, 1000 Sherbrooke Street W., Montreal, QC, Canada H3A 3G4.

At the Meeting you will be asked to consider and vote in favour of a special resolution (the “ Transaction Resolution ”) to approve the granting of the option to purchase, and thus the sale (the “ Transaction ”) of all of the issued and outstanding shares of the Company’s wholly-owned subsidiary, Cobra Oro Honduras, S.A. De C.V. (“ Cobra Oro ”), to Gold Max, S De R.L. (“ Gold Max ”) in consideration for an aggregate amount of USD$3,256,275 (the “ Cash Payment ”). Cobra Oro, through its 70% owned subsidiary Inversiones Technicas Del Pacifico, is the beneficial owner of 70% of the right, title and interest in the Piedra Dorada concession. Under the provisions of Policy 5.3 - Acquisitions and Disposition of Non-Cash Assets (“ Policy 5.3 ”) of the TSX Venture Exchange (the “ TSXV ”) and Section 189 of the Canada Business Corporations Act , the approval of the Company’s shareholders is required for the Transaction.

The accompanying management information circular (the “ Circular ”) contains a detailed description of the Transaction. You are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Transaction.

After careful consideration of the Transaction, the board of directors of the Company (the “ Board ”) unanimously approved the entering into of the amended and restated share purchase option agreement with Gold Max, dated September 23, 2024 (the “ Option Agreement ”), in respect of the Transaction, and has determined that the Transaction is in the best interests of the Company. The Board unanimously recommends that the Company’s shareholders vote in favour of the Transaction Resolution. The recommendation of the Board followed an extensive review and analysis of the proposed Transaction in light of the Company’s current situation.

The closing of the Transaction is subject to several conditions which must be satisfied, including and without limitation, the Company’s shareholder approval and acceptance of the TSXV under Policy 5.3. Assuming that all of the condition precedents outlined in the Option Agreement are satisfied, the Company expects that the Transaction will be completed on or about July 1, 2027, once Gold Max completes the final installment of the Cash Payment.

Voting

Your vote is important, regardless of the number of common shares in the capital of the Company (the “Common Shares”) you own. If you are a registered shareholder (“ Registered Shareholder ”), whether or not you plan to attend the Meeting in person, we encourage you to complete, sign, date and return the form of proxy accompanying the Circular, in accordance with the instructions set out therein and in the Circular, so that your Common Shares can be voted at the Meeting in accordance with your instructions. In order to be effective, a proxy must be deposited with the Company’s registrar and transfer agent, Computershare Trust Company of Canada, by 11:00 a.m. (Eastern Time) on November 29, 2024, or not less than 48 hours (excluding weekends and holidays) before the commencement of any adjournment or postponement of the Meeting. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

If you are not registered as the holder of your Common Shares but hold your Common Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Common Shares.

On behalf of the Company, thank you for your continued support.

ON BEHALF OF THE BOARD OF DIRECTORS

(s) “Karl Trudeau” President

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NOTICE OF

A SPECIAL MEETING OF THE SHAREHOLDERS OF

GLEN EAGLE RESOURCES INC.

Notice is hereby given that a special meeting (the “ Meeting ”) of shareholders of Glen Eagle Resources Inc. (the “ Company ” or “ Glen Eagle ”) will be held at 11:00 a.m. (Eastern Time) on December 3, 2024 at Suite 2700, 1000 Sherbrooke Street W., Montreal, Quebec, Canada H3A 3G4 for the following purpose:

• to consider and, if thought fit, approve (with or without variation) by special resolution pursuant to section 189 of the Canada Business Corporations Act , the full text of which is set forth in Schedule “A” to the accompanying information circular (the “ Circular ”), the sale of all of the issued and outstanding shares of the Company’s wholly-owned subsidiary, Cobra Oro Honduras, S.A. De C.V. to Gold Max, S De R.L.

This Notice of Meeting is accompanied by the Circular, which provides additional information relating to the matter to be dealt with at the Meeting and forms part of this Notice of Meeting.

No other matters are contemplated, however, any permitted amendment to or variation of the matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider such other business as may properly come before the Meeting or any adjournment thereof.

Holders of common shares in the capital of the Company (the “ Common Shares ”) are entitled to vote at the Meeting either in person or by proxy. Only Glen Eagle shareholders of record as at markets close on October 29, 2024, will be entitled to receive notice of and vote at the Meeting, and any adjournment or postponement of the Meeting.

If you are a registered holder of Common Shares, whether or not you plan to attend the Meeting in person, please sign, date and return the form of proxy accompanying the Circular, in accordance with the instructions set out therein and in the Circular, so that your Common Shares can be voted at the Meeting in accordance with your instructions. In order to be effective, a proxy must be deposited with Glen Eagle’s registrar and transfer agent, Computershare Trust Company of Canada, by 11:00 a.m. (Eastern Time) on November 29, 2024, or not less than 48 hours (excluding weekends and holidays) before the commencement of any adjournment or postponement of the Meeting. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

If you are not a registered shareholder of the Company and have received these materials through your broker or other intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein. Failure to do so may result in your Common Shares not being eligible to be voted by proxy at the Meeting.

ON BEHALF OF THE BOARD OF DIRECTORS

Dated this 30[th] day of October 2024

(s)Karl Trudeau President

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GLEN EAGLE RESOURCES INC.

2700 – 1000 Sherbrooke Street W. Montréal, Québec Canada

INFORMATION CIRCULAR

as at October 30, 2024 (except as otherwise indicated)

This Information Circular of Glen Eagle Resources Inc. (the “Circular” or “Information Circular”) is furnished in connection with the solicitation of proxies by the management of Glen Eagle Resources Inc. for use at the special meeting (the “Meeting”) of its shareholders to be held on December 3, 2024 at 11:00 a.m. (Eastern Time) at Suite 2700, 1000 Sherbrooke Street W., Montreal, Quebec, Canada H3A 3G4.

In this Information Circular, references to “the Company”, “we” and “our” refer to Glen Eagle Resources Inc. “ Common Shares ” means the common shares in the share capital of the Company. “ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name and “ intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

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

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are a Director and/or Officer of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy. If your shares are held in physical (i.e. paper) form and actually registered in your name, then you are a registered shareholder. However, if like most shareholders you keep your shares in a brokerage account, then you are a beneficial shareholder and the manner for voting is different for registered and beneficial shareholders, so you need to carefully read the instructions below.

Voting by Proxyholder

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

• (a) each matter or group of matters identified therein for which a choice is not specified;

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

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

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy, as recommended by management.

Registered Shareholders

Registered shareholders hold the Common Shares directly in their name (a “ Registered Shareholder ”); Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders who choose to submit a proxy may do so using one of the following methods:

• (a) complete, date and sign the enclosed Proxy and return it to the Company’s transfer agent, Computershare Trust Company of Canada (“ Computershare ”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail or by hand delivery to the 8[th] Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1;

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

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

In any case the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company’s board of directors (the “ Board ”) at the discretion of the Board without notice.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

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

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

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“ OBOs ”) who object to their name being made known to the issuers of securities they own; and Non-Objecting Beneficial Owners (“ NOBOs ”) who

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do not object to the issuers of the securities they own knowing who they are. The Company has elected to pay to deliver the Information Circular to OBOs and is sending the proxy related materials directly to NOBOs.

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

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a voting instruction form (“ VIF ”) in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from those persons designated in the VIF, to represent you at the Meeting. To exercise this right, insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with the instructions set out in the VIF and this Information Circular. Once it has received all proxies sent in, Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted as per your instructions, or (b) to have any alternate representative chosen by you and duly appointed to attend and vote your Common Shares at the Meeting.

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

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

• (a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare or to the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

• (b) personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

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

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

Except as disclosed herein, 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 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

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interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed October 29, 2024, as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

As of the Record Date, there were 145,801,985 Common Shares issued and outstanding, each carrying the right to one vote.

To the best of the knowledge of management of the Company, no person that has direct or indirect beneficial ownership of more than 10% of the issued Common Shares of the Company and no associate or affiliate of any such person, had any material interest, directly or indirectly, in any transaction within the past year, or in any proposed transaction, which has affected or would materially affect the Company or any of its subsidiaries or in any matter to be acted upon at the Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

In accordance with the Canada Business Corporations Act (the “ CBCA ”), a total of 66⅔% of affirmative votes cast at the Meeting, either in person or by proxy, is required to pass the special resolution more fully described in this Information Circular under Particulars of Matters to be Acted Upon .

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company’s most recently completed financial year, there was no material interest, direct or indirect, of any informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

PARTICULARS OF MATTERS TO BE ACTED UPON

Forward-Looking Information

This Information Circular contains certain forward-looking statements and forward-looking information (collectively referred to herein as “ forward-looking statements ”) within the meaning of Canadian securities laws. All statements other than statements of historical fact are forward-looking statements.

Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forwardlooking statements will not occur. Forward-looking information presented in such statements may, among other things, relate to: the structure, steps, timing and effects of the Transaction (as defined below); the anticipated benefits and shareholder value resulting from the Transaction; the anticipated cash payments to be received pursuant to the Transaction and the fulfillment of the Settlement Agreement (as defined below); the nature of the Company’s operations following the Transaction; plans and objectives of management for future operations and forecast business results. Although the Company believes that the expectations reflected in the forward-looking statements contained in this Information Circular, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward- looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will

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occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause the Company’s actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. The forward-looking statements contained in this Information Circular are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Background and Reasons for the Transaction

Pursuant to an amended and restated share purchase option agreement dated effective September 23, 2024 (the “ Option Agreement ”), the Company granted to Gold Max, S DE R.L. (“ Gold Max ”) the exclusive right and option to acquire all of the issued and outstanding shares of Cobra Oro De Honduras, S.A. DE C.V. (“ Cobra Oro ”) (the “ Option ”), the Company’s wholly owned subsidiary, in consideration for an aggregate cash payment of USD$3,256,276 (the “ Cash Payment ”), upon conditions and terms as set forth therein (the “ Transaction ”). Cobra Oro, through its 70% owned subsidiary Invesiones Technicas Del Pacifico, beneficially owns 70% right, title and interest in the Piedra Dorada mining concession located in Honduras (the “ Property ”). The Property to be sold pursuant to the Transaction represents a disposition of substantially more than 50% of the assets of the Company and therefore, under Policy 5.3 - Acquisitions and Disposition of Non-Cash Assets (“ Policy 5.3 ”) of the Corporate Finance Manual of TSX Venture Exchange (the “ TSXV ”), the Transaction requires the approval of the Company’s shareholders by way of an ordinary resolution under Policy 5.3 and approval of the Company’s shareholders by way of special resolution pursuant to Section 189(3) of the CBCA as the Option may be considered a sale of all or substantially all of the assets of the Company other than in the ordinary course of business. As such, for the purposes of the CBCA, all votes cast will be tabulated and the Transaction Resolution must be approved, confirmed, and adopted by a majority of not less than two-thirds (66⅔%) of the shareholders who vote.

Pursuant to the Option Agreement and subject to the fulfillment of the conditions precedents therein, Gold Max will make the Cash Payment to the Company comprised of the following installments: (i) USD$48,590 on or before September 30, 2024 and USD$48,590 on or before October 1, 2024;[1] (ii) USD$72,885 on November 1, 2024; (iii) USD$97,180 on the first of each month for a period of 31 month beginning December 1, 2024; and (iv) USD$73,630 on July 1, 2027.

In addition, Gold Max shall pay, or cause Cobra Oro to pay: (i) any liabilities not disclosed in the most recent balance sheet of Cobra Oro and (ii) any maintenance costs required to keep the Property in good standing (“ Maintenance Costs ”) and incurred after the effective date of the Option Agreement (the “ Effective Date ”).

Upon the completion of the aggregate Cash Payment within the time period agreed upon per the Option Agreement, Gold Max will be deemed to have exercised the Option and earned a 100% interest in all of the issued and outstanding shares of Cobra Oro - such date of the exercise of the Option referred to as the “ Option Exercise Date ”. The Transaction shall close within five (5) business days after the Option Exercise Date.

The Property’s mining concession covers 10 square kilometers of land located in the center of a 25 km wide corridor located in the rich mining district of El Corpus in Honduras. More information of the Property is also available on the Company’s website at www.gleneagleresources.ca.

Settlement Agreement

1 As of the date of this Information Circular, the Company has received the payments from Gold Max due on September 30, 2024 and October 1, 2024.

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The Company also entered into a settlement agreement (the “ Settlement Agreement ”) with GEM Global Yield LLC SCS (“ GEM ”) and GEM Yield Bahamas Limited (“ GYBL ”) with respect to the dispute arising pursuant to a share subscription share agreement entered into between the Company, GEM, and GYBL. As disclosed in the Company’s press release dated September 16, 2022 and March 15, 2024, respectively, an arbitral award was rendered on September 8, 2022, by the International Centre for Dispute Resolution (the “ Arbitral Award ”) against the Company with respect to such matter and the Company chose not to appeal the enforcement of the Arbitral Award in Québec (the “ Homologation Judgment ”).

Pursuant to the Settlement Agreement:

1. The Company will pay $1,800,000 to GEM (the “ Settlement Amount ”) as follows:

2. a) Glen Eagle will remit directly to GEM, 40% of all Cash Payments received pursuant to the Option Agreement (or any other agreement relating to the sale of the Property); and

3. b) Glen Eagle will remit 20% of gross proceeds from any and all equity financings completed after the date of the Settlement Agreement.

If the Option Agreement is terminated and another agreement is not entered into with respect to the sale of the Property for at least $3,000,000 within 120 days of the date of the Settlement Agreement, the Company shall be liable to pay to GEM the balance of the outstanding Settlement Amount within ten (10) days of the expiry of such 120-day period.

In light of the Settlement Agreement and no other credible avenues to fulfill its obligation pursuant to the Arbitral Award, management of the Company believes the Transaction is in the best interests of the Company. The Company entered into discussions with Gold Max, which led to the Company and Gold Max into negotiating the terms of the Option Agreement. Gold Max is an arm’s length party to the Company.

The Option Agreement

The following description of the Option Agreement is qualified in its entirety by the Option Agreement itself.

Representations and Warranties

The Agreement contains customary representations and warranties by the Company and Gold Max with respect to, among other things, their respective corporate existence, share capital, and binding authority to enter into the Option Agreement.

The representations and warranties of the Company and Gold Max contained in the Option Agreement will survive 180 days until the earlier of: (i) the Option Exercise Date and (ii) the termination of the Option Agreement.

Conditions to the Option Agreement

Mutual Conditions

The obligations of the parties to complete the Transaction are subject to the satisfaction of the following mutual conditions, which may be waived only with the consent of each of parties:

• (a) the shareholders of the Company shall have approved the Transaction Resolution and approved or consented to such other matters as the Company and Gold Max shall consider necessary or desirable in connection with the Transaction in the manner required thereby.

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• (b) Cobra Oro shall have no outstanding liabilities, other than as disclosed in the most recent balance sheet of Cobra Oro plus the Maintenance Costs incurred between July 1, 2024 and the Effective Date (collectively, the “ Cobra Liabilities ”).

• (c) subject to the Acceleration (as defined herein) provision in the Option Agreement, the completion of the Cash Payments by Gold Max.

• (d) Gold Max pays, or causes Cobra Oro to pay, the Cobra Liabilities and the Maintenance Costs incurred after the Effective Date.

• (e) Gold Max complies with all and any applicable environmental, tax and mining laws, regulations, mandates, contracts and/or orders.

• (f) Gold Max will be required to pay directly 40% of the Cash Payments to GEM in accordance with the Settlement Agreement.

• (g) The Company shall have received the required acceptance of the TSXV to the Option and any other transactions contemplated by the Option Agreement.

Acceleration Clause

The Option Agreement includes an acceleration provision pursuant to which Gold Max may elect as its sole discretion to accelerate the Cash Payment in whole or in part (the “ Acceleration ”) and any amounts incurred on the Cobra Liabilities in excess of $400,000 will be credited to the final Cash Payment.

Termination of Option

The Option Agreement may be terminated by mutual consent of Gold Max and the Company. Subject to certain conditions under the Option Agreement, Gold Max may elect at any time to terminate the Option by delivering notice to that effect to the Company. The Company may terminate the Option Agreement, if at any time Gold Max fails to perform of its obligations under the Option Agreement, provided that the Company has first delivered to Gold Max a written notice of the default obligation, and Gold Max has not cured or commenced proceeding to cure such default within 30 days period of the notice. If the Option is terminated, subject to the procedures under the Option Agreement, Gold Max then acquires no interest in the shares of Cobra Oro.

If the Option Agreement is terminated, there shall be no liability or obligation hereunder on the part of any party or any of their respective affiliates, except for liability arising from a willful or negligent breach of the Option Agreement in which case each party will retain all remedies against the other party, and except as otherwise provided to the contrary in the Option Agreement.

Description of the Company’s Business Following the Sale

The Transaction will constitute a sale of substantially all of the Company’s assets. Following the completion of the Transaction, the Company’s main asset will be the cash generated from the Cash Payments and mining claims located in the Lebel-sur-Quévillon area in the Province of Québec. Moving forward, the Company will be focused on the aforementioned mining property and other new projects in the mining industry.

Regulatory Approvals

In addition to the approval of the shareholders, the acceptance for filing by the TSXV of the Transaction will be required prior to completion of the Transaction.

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Transaction Resolution

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass a special resolution (the “ Transaction Resolution ”) approving the Transaction in the form attached to this Information Circular as Schedule “A”.

Recommendation of the Board

The Board unanimously approved the Transaction Resolution.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE TRANSACTION RESOLUTION. THE PERSONS REPRESENTING MANAGEMENT OF THE COMPANY NAMED ON THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE TRANSACTION RESOLUTION, UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE IN THE PROXY.

If the Transaction is not approved by the shareholders or the TSXV, the Transaction will not be completed and the Company will continue to seek strategic alternatives to fulfil the Settlement Amount. However, the Company can provide no assurance that an alternative transaction will be consummated.

Risk Factors

Completion of the Transaction is subject to certain risk factors, including that the Company may fail to obtain necessary consents and approvals for the Transaction, including approval of the TSXV in a timely manner, or at all and Gold Max’s ability to fulfill its obligations under the Option Agreement, including but not limited to its ability to make the Cash Payments.

Following completion of the Transaction, the Company may be unable to meet the tier maintenance requirements of the TSXV, in which case the Common Shares may be delisted from the TSXV or moved to the NEX, the junior board of the TSXV and the liquidity of the Common Shares may be impaired.

If the Transaction is completed, there is no assurance that the Company will realize on the anticipated benefits of the Transaction.

In addition, the Company will still be subject to certain risk factors applicable to a junior exploration company.

The Company will, upon request, provide copies of such documents free of charge to any securityholder of the Company.

DISSENT RIGHTS

The following summarizes the dissent rights provided for by the CBCA and is qualified in its entirety by the provisions of section 190 of the CBCA, the text of which is set forth in Schedule B to this Circular.

The Transaction may be considered to constitute a sale, lease or exchange of all or substantially all of the property of the Company other than in the ordinary course of business of the Company as contemplated under section 189(3) of the CBCA. For this reason, registered shareholders have the right to dissent from the Transaction Resolution in the manner provided in section 190 of the CBCA (the “ Dissent Right ”).

A dissenting Shareholder (a “ Dissenting Shareholder ”) will be entitled, in the event the Transaction becomes effective, to be paid by the Company the fair value of the Common Shares held by such Dissenting Shareholder determined as at the close of business on the day before the Transaction Resolution is adopted.

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A Shareholder may only exercise the Dissent Right in respect of the Common Shares registered in that Shareholder’s name. In addition, a Shareholder may only exercise the Dissent Right with respect to all Common Shares held by that Shareholder on behalf of any one beneficial owner. In many cases, the Common Shares beneficially owned by a Beneficial Shareholder are registered either:

• in the name of an Intermediary; or

• in the name of a clearing agency of which an Intermediary is a participant.

Accordingly, a Beneficial Shareholder will not be entitled to exercise the Dissent Right directly (unless the Common Shares are re-registered in the Beneficial Shareholder’s name). A Beneficial Shareholder who wishes to exercise the Dissent Right should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Common Shares and either:

• instruct the Intermediary to exercise the Dissent Right on the Beneficial Shareholder’s behalf (which, if the Common Shares are registered in the name a clearing agency, would require that the Common Shares first be re-registered in the name of the Intermediary); or

• instruct the Intermediary to request that the Common Shares be registered in the name of the Beneficial Shareholder, in which case such holder would have to exercise the Dissent Right directly (that is, the Intermediary would not be exercising the Dissent Right on such Shareholder’s behalf).

A registered shareholder who wishes to exercise the Dissent Right in respect of the Transaction Resolution must provide a written objection to the Transaction Resolution (a “ Dissent Notice ”) to the Company at the Meeting or any adjournment or postponement of the Meeting, or before the Meeting or any adjournment or postponement of the Meeting by mail addressed to:

Glen Eagle Resources Inc. 2700 – 1000 Sherbrooke Street W., Montreal, Quebec, H3A 3G4 Attn: Maxime Lemieux, Legal Counsel

The filing of a Dissent Notice does not deprive a registered shareholder of the right to vote at the Meeting; however, a registered shareholder who has submitted a Dissent Notice and who votes for the Transaction Resolution will no longer be considered a Dissenting Shareholder with respect to the Common Shares voted in favour of the Transaction Resolution. A vote against the Transaction Resolution or an abstention will not constitute a Dissent Notice, but a registered shareholder need not vote its Common Shares against the Transaction Resolution in order to dissent.

Similarly, the revocation of a proxy conferring authority on the proxy holder to vote for the Transaction Resolution does not constitute a Dissent Notice; however, any proxy granted by a registered shareholder who intends to dissent, other than a proxy that instructs the proxy holder to vote against the Transaction Resolution, should be validly revoked in order to prevent the proxy holder from voting such Common Shares for the Transaction Resolution and thereby causing the registered shareholder to forfeit such Shareholder’s Dissent Right.

The Company is required, within 10 days after the adoption of the Transaction Resolution, to notify each Dissenting Shareholder that the Transaction Resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the Transaction Resolution or who has withdrawn such shareholder’s Dissent Notice.

A Shareholder who has exercised the Dissent Right must, within 20 days after receipt of notice that the Transaction Resolution has been adopted or, if such Shareholder does not receive such notice, within 20 days after the Shareholder learns that the Transaction Resolution has been adopted, send to the Company a written notice (a

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“ Payment Demand ”) containing the Shareholder’s name and address, the number of Common Shares in respect of which the Shareholder dissented, and a demand for payment of the fair value of such Common Shares. Within 30 days after sending a Payment Demand, the Shareholder must send to the Company the share certificates representing the Common Shares in respect of which the Shareholder has dissented. A Shareholder who fails to send the share certificates representing the Common Shares in respect of which the Shareholder has dissented forfeits such Shareholder’s Dissent Right for such Shareholder’s Common Shares. The Company or its transfer agent will endorse on share certificates received from a Shareholder exercising a Dissent Right a notice that the Shareholder is a Dissenting Shareholder and will forthwith return the share certificates to the Dissenting Shareholder.

Upon filing a Dissent Notice that is not withdrawn prior to the termination of the Meeting, provided that the Transaction Resolution is approved, a Dissenting Shareholder will cease to have any rights as a Shareholder, other than the right to be paid the fair value of its Common Shares by the Company, unless:

• the Dissenting Shareholder withdraws the Payment Demand before a written offer to pay has been made (the “ Offer to Pay ”);

• a timely Offer to Pay has not been made to the Dissenting Shareholder and the Dissenting Shareholder withdraws its Payment Demand; or

• the directors of the Company revoke the Transaction Resolution, in all of which cases the Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date the Dissent Notice was sent.

The Company will be required, not later than seven (7) days after the later of the date on which the Transaction Resolution is approved (the “ Resolution Date ”) or the date on which the Company received the Payment Demand of a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Payment Demand to it, an Offer to Pay for its Common Shares in an amount considered by the Board to be the fair value of the Common Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay must be on the same terms. The amount specified in the Offer to Pay which has been accepted by a Dissenting Shareholder will be paid by the Company within 10 days after the acceptance by the Dissenting Shareholder of the Offer to Pay, but any such Offer to Pay lapses if the Company does not receive an acceptance thereof within 30 days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within 50 days after the Resolution Date or within such further period as the Court may allow, apply to a court having jurisdiction in the place where the Company has its registered office, to fix a fair value for the Common Shares of Dissenting Shareholders. If the Company fails to apply to the Court, a Dissenting Shareholder may apply to the Court for the same purpose within a further period of 20 days or within such further period as the Court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all Dissenting Shareholders who have not accepted an Offer to Pay for their Common Shares will be joined as parties and bound by the decision of the Court, and the Company will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of the Dissenting Shareholder’s right to appear and be heard in person or by counsel. Upon any such application to the Court, the Court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the Court will then fix a fair value for the Common Shares of all Dissenting Shareholders. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Resolution Date until the date of payment.

If registered holders of greater than 5% of the issued and outstanding Common Shares exercise Dissent Rights, the Board has the right, but not the obligation, to not proceed with the Meeting and the Transaction Resolution.

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ADDITIONAL INFORMATION

Additional information relating to the Company is filed on SEDAR+ at www.sedarplus.ca. Shareholders may contact Mr. Karl Trudeau, the Company’s President, at karltrudeau9@gmail.com to request copies of the Company’s most recently filed annual and interim financial statements and related management discussion and analysis.

OTHER MATTERS

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

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

DATED on October 30, 2024.

BY ORDER OF THE BOARD

“Karl Trudeau” Karl Trudeau President

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SCHEDULE A

TRANSACTION RESOLUTION

“ BE IT RESOLVED BY SPECIAL RESOLUTION:

1. The granting of the option to purchase and the resulting sale by Glen Eagle Resources Inc. (the “ Company ”) of all of the issued and outstanding shares in the capital of its wholly-owned subsidiary, COBRA ORO DE HONDURAS, S.A. DE C.V., pursuant to an amended and restated share purchase option agreement between the Company and GOLD MAX, S DE R.L. dated effective September 24, 2024 (the “ Option Agreement ”), all as more particularly described and set forth in the Information Circular of the Company dated October 30, 2024 (as the Option Agreement may be, or may have been, modified or amended in accordance with its terms) and comprising all or substantially all of the Company’s assets, is hereby ratified, approved and adopted pursuant to section 189 of the Canada Business Corporations Act ;

2. The Option Agreement, the actions of the directors of the Company in approving the Transaction and the actions of the directors and officers of the Company in executing and delivering the Option Agreement and any amendments thereto are hereby ratified and approved;

3. Notwithstanding that this resolution has been passed by the holders of common shares of the Company, the directors of the Company are hereby authorized and empowered, without further notice to, or approval of, the holders of common shares of the Company:

   • (i) to amend the Option Agreement to the extent permitted by the Option Agreement; or

   • (ii) subject to the terms of the Option Agreement, not to proceed with the transactions contemplated thereby.

4. Any director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute, whether under the corporate seal of the Company or otherwise, and deliver any and all documents, records and information that are required or desirable to be filed under applicable laws in connection with the Option Agreement or the transactions contemplated thereby; and

5. Any one or more directors or officers of the Company is hereby authorized, for and on behalf and in the name of the Company, to execute, whether under the corporate seal of the Company or otherwise, and deliver all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Option Agreement and the completion of the transactions contemplated thereby in accordance with the terms of the Option Agreement, including:

6. (a) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

7. (b) the signing of the certificates, consents and other documents or declarations required under the Option Agreement or otherwise to be entered into by the Company,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”