SANATANA RESOURCES INC.
DISCLOSURE DOCUMENT
(dated as of July 31, 2025)

This disclosure document (this “Disclosure Document”) has been prepared by Sanatana Resources Inc. (“Sanatana” or the “Company”) and is being furnished to holders (the “Shareholders”) of common shares of the Company (the “Common Shares”) in connection with the accompanying form of minority shareholder consent (the “Consent”) to be signed by certain Shareholders in respect of a purchase agreement dated July 1, 2025 (the “Definitive Agreement”), entered into among Sanatana, LIRECA Resources Inc. (“LIRECA”) and LIRECA’s affiliate, Florin Resources Inc. (“Florin” and, together with LIRECA, the “Florin Group”), pursuant to which Sanatana will, among other things, acquire the Gold Strike One Project (Yukon) and the Abitibi Property (Quebec) (the “Proposed Acquisition”) and enter into the Royalty Agreements (as defined below) with the Royalty Holder (as defined below), an affiliate of the Florin Group (collectively, the “Proposed Transactions”).

Each of LIRECA, Florin and the Royalty Holder is considered a “related party” of Sanatana pursuant to applicable Canadian securities laws, and therefore, the Proposed Transactions are “related party transactions” pursuant to paragraphs (a) and (g) of the definition of “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange (“TSXV”) Policy 5.9 Protection of Minority Security Holders in Special Transactions (“Policy 5.9”).

Information in this Disclosure Document

No person has been authorized to provide any information or to make any representations regarding the Proposed Transactions and the matters discussed in this Disclosure Document on behalf of the Company, other than the information and representations set forth in this Disclosure Document. Any such other information or representations should be considered not to have been authorized by the Company and should not be relied upon.

Certain information in this Disclosure Document pertaining to the Florin Group has been furnished by the Florin Group. Although the Company does not have any knowledge that would indicate that such information contained herein concerning the Florin Group is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for the failure by the Florin Group to disclose events or information regarding the Florin Group that may affect the completeness or accuracy of such information.

Descriptions in this Disclosure Document of the terms of the Proposed Transactions are summaries of the material terms of the Proposed Transactions and are subject to, and qualified in their entirety by, the Definitive Agreement (including the schedules appended thereto), which was filed by the Company on SEDAR+ at www.sedarplus.ca on July 11, 2025.

Cautionary Statement Regarding Forward-Looking Information

This Disclosure Document contains “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”,

"forecasts", "views", "potential", "likely", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".

Forward-looking information contained in this Disclosure Document includes, but is not limited to, statements relating to the following items:

i) expectations regarding the Proposed Transactions, including the satisfaction of conditions and approvals required to complete the Proposed Transactions and the anticipated timing of completion of the Proposed Transactions, if at all;

ii) the Company's anticipated benefits of the Proposed Acquisition; and

iii) expectations regarding the receipt and ability to meet the conditions of the Exemptive Relief (as defined below).

There can be no assurance that the Proposed Transactions will be completed or that the anticipated benefits of the Proposed Transactions will be realized. Closing of the Proposed Transactions is subject to certain conditions, including the approval of shareholders of Sanatana, regulatory approvals and other customary conditions, and there can be no assurance that any such approvals will be obtained or that any such conditions will be satisfied or waived. The Proposed Transactions could be modified, restructured or terminated.

The forward-looking statements and information are based on opinions, assumptions and estimates made in light of the Company's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements or information because they are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond the control of the Company. The following risks factors, among others, could cause actual results to differ materially from forward-looking statements and information or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of certain parties to terminate the Proposed Transactions, including the Proposed Acquisition; the ability to meet closing conditions to the Proposed Acquisition; a delay in closing timeline of the Proposed Transactions; the ability to obtain all required approvals for the Proposed Transactions on the expected terms and schedule, including approval of shareholders and regulatory approvals; general political, economic and market conditions; liquidity and controlling shareholder risks; tax consequences; capital requirements; reliance on key personnel; use of available funds; price volatility; limited market for securities; no dividends; conflicts of interests; information systems and cybersecurity threats; equity dilution; speculative nature of activities; fluctuating market prices; competition in the mining industry; uninsurable risks; exploration and mining risks; property title risks; litigation and legal claims; health and safety risks; changes in governmental regulations and policies; failure to obtain applicable licenses and permits; environmental risks; rights of indigenous people; climate change; operational risks due to assets in a remote location; lack of infrastructure; input costs and availability of services and equipment; currency fluctuations; reclamation costs; possible loss of interests in exploration properties; inflation risks; global financial risks; and development and operating risks. For a more detailed discussion of risk factors in connection with the Proposed Transactions and the Company, please also see the information under "Risk and Uncertainties" in the Management's Discussion and Analysis of the Company, available on SEDAR+ at www.sedarplus.ca. We qualify any and all of our forward-looking statements by these cautionary factors.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider

the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Currency

Unless otherwise specified, all dollar amounts contained in this Disclosure Document are expressed in Canadian dollars and references to “$” are to Canadian dollars.

INFORMATION CONCERNING THE COMPANY

Sanatana is a company existing under the laws of the Province of British Columbia. Sanatana is a reporting issuer in all provinces and territories of Canada, except Québec.

Sanatana’s authorized capital consists of an unlimited number of common shares (the “Common Shares”). Each Common Share carries the right to one vote. As the date hereof, the Company’s issued and outstanding share capital consists of 34,448,995 Common Shares.

The head and registered office of the Company is located at 1910 - 925 West Georgia St., Vancouver, British Columbia V6C 3L2.

The Common Shares are listed on the TSXV under the symbol “STA”.

INFORMATION CONCERNING THE FLORIN GROUP

LIRECA and Florin are each companies existing under the laws of the Business Corporations Act (British Columbia). The Florin Group is a mining project generator with a portfolio of projects across Canada, with a primary focus on projects in Yukon. Neither the securities of LIRECA nor Florin are publicly listed on any stock exchange.

The Florin Group’s registered office is located at c/o 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

LIRECA’s Shareholdings of Sanatana

As of the date of the Definitive Agreement, LIRECA, along with its joint actors, have beneficial ownership of and control or direction over, 6,490,379 Common Shares and 295,000 Common Share purchase warrants of the Company, representing 18.84% of the issued and outstanding Common Shares on a non-diluted basis (6,785,379 Common Shares, on a partially diluted basis, representing 19.53% of the issued and outstanding Common Shares).

THE PROPOSED TRANSACTIONS

Summary of Proposed Transactions

On July 1, 2025, Sanatana and the Florin Group entered into the Definitive Agreement with respect to the Proposed Transactions. Sanatana’s stock was halted on July 2, 2025, pending news, and on July 3, 2025, Sanatana publicly announced the Definitive Agreement via press release (the “Announcement Press Release”). On July 22, 2025, Sanatana issued a press release providing an update on the Proposed Transactions, including updates to the terms of the Private Placement Offering (as defined below) (together with the Announcement Press Release, the “Press Releases”).

Proposed Acquisition

The Proposed Acquisition will proceed by way of an asset purchase by Sanatana, as purchaser, from the Florin Group, as vendors, with respect to the purchase of the Gold Strike One Project (Yukon) (the “Gold Strike One Project”) and the Abitibi Property (Québec) (the “Abitibi Property” and, together with the Gold Strike One Project, the “Target Assets”).

Consideration

Under the terms of the Definitive Agreement, the consideration payable by Sanatana for the Proposed Acquisition consists of: (i) an aggregate cash payment of $2,000,000 (the “Consideration Cash”), of which $1,800,000 shall be paid to LIRECA as partial consideration for the Gold Strike One Project and $200,000 shall be paid to Florin as full consideration for the Abitibi Property; and (ii) 24,745,620 Common Shares (the “Consideration Shares”), which shall be issued to LIRECA as partial consideration for the Gold Strike One Project.

Bonus Payments

The Definitive Agreement also provides for certain bonus payments (the “Bonus Payments”) payable by Sanatana upon certain triggering events, as further described below.

In the event Sanatana, or any subsequent purchaser of the Gold Strike One Project, publicly announces a resource estimate on any portion of the project, prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), that estimates the presence of Gold Ounces (as defined below), Sanatana or such purchaser, as applicable, shall deliver to an affiliate of LIRECA (or its assignee), the greater monetary value of US$1,000,000 in immediately available funds or 500 ounces of physical gold, for every million Gold Ounces delineated by such resource estimate. Such Bonus Payment is due for each million Gold Ounce delineated by such resource estimate and any additional resource estimate. “Gold Ounces” means gold or gold equivalent ounces in any resource category (that is, an inferred mineral resource, an indicated mineral resource, and/or a measured mineral resource).

Further, in the event Sanatana, or any subsequent purchaser of the Abitibi Property, publicly announces a resource estimate on any portion of the project, prepared in accordance with NI 43-101, that estimates the presence of Gold Ounces, Sanatana or such purchaser, as applicable shall deliver to Florin (or its assignee), the greater monetary value of US$1,000,000 in immediately available funds or 500 ounces of physical gold, for the first million Gold Ounces delineated by such resource estimate. Such Bonus Payment is due for only the first million Gold Ounce delineated by such resource estimate and not any additional resource estimate.

Royalty Agreements

As a condition to closing of the Proposed Acquisition, Sanatana and 1079170 B.C. Ltd. (the “Royalty Holder”) will enter into a royalty agreement in respect of the Gold Strike One Project (the “Gold Strike One Royalty Agreement”) and a royalty agreement in respect of the Abitibi Property (the “Abitibi Royalty Agreement” and, together with the Gold Strike One Royalty Agreement, the “Royalty Agreements”), the terms of which are summarized below.

Under the terms of the Gold Strike One Royalty Agreement, Sanatana will grant a 2% net smelter returns royalty (the “Gold Strike One NSR”) in favour of the Royalty Holder. At any time prior to the commencement of commercial production, Sanatana can reduce the Gold Strike One NSR from 2% to 1%, by paying the Royalty Holder 1,000 ounces of physical gold or US$2,000,000 (whichever is greater in monetary value). Sanatana will also pay to Royalty Holder an annual advance royalty payment in the

amount of the greater monetary value of US$20,000 and seven ounces of gold (the “Gold Strike One Annual Advance Royalty”). The Gold Strike One Annual Advance Royalty shall be payable on or before each subsequent anniversary of the date of the Definitive Agreement. Subject to the terms of the Gold Strike One Royalty Agreement, the Gold Strike One Annual Advance Royalty will cease upon the commencement of commercial production and the Gold Strike One Annual Advance Royalty payments shall constitute prepayment of the Gold Strike One NSR payments. In the event Sanatana intends to abandon any of the mining claims, concessions or leases comprising the Gold Strike One Project, such abandoned property shall, subject to LIRECA’s written approval, be conveyed to LIRECA for no additional consideration.

Under the terms of the Abitibi Royalty Agreement, Sanatana will grant a 3% net smelter returns royalty (the “Abitibi NSR”) in favour of the Royalty Holder. At any time prior to the commencement of commercial production, Sanatana can reduce the Abitibi NSR by 1% increments, from 3% to 1%, by paying the Royalty Holder 500 ounces of physical gold or US$1,000,000 (whichever is greater in monetary value) for each 1% reduction, provided that the Abitibi NSR does not fall below 1%. In the event Sanatana intends to abandon any of the mining claims, concessions or leases comprising the Abitibi Property, such abandoned property shall, subject to Florin’s written approval, be conveyed to Florin for no additional consideration.

Private Placement Financing

Concurrent with the Proposed Acquisition, the Company will complete a non-brokered private placement (the “Private Placement Offering”), whereby the Company will issue up to 8,800,000 units of the Company (the “Units”) at a price of $0.60 per Unit, for aggregate gross proceeds of up to $5,280,000. The Private Placement Offering is subject to an over-allotment right (the “Over-allotment Right”) pursuant to which Sanatana may increase the size of the Private Placement Offering by up to 1,320,000 Units for additional gross proceeds of up to $792,000, such that gross proceeds of the Private Placement Offering, inclusive of the exercise of the Over-Allotment Right, would be up to a maximum of $6,072,000. The minimum gross proceeds to be raised pursuant to the Private Placement Offering will be $4,100,000, representing the sale of at least 6,833,334 Units.

Each Unit will be comprised of one (1) Common Share and one-half (1/2) of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.95 per Common Share for a period of 36 months from the date of closing of the Private Placement Offering, subject to an acceleration provision.

The Units offered pursuant to the Private Placement Offering will be distributed in reliance on the accredited investor exemption from the prospectus requirement in subsection 2.3(1) of National Instrument 45-106 Prospectus Exemptions and/or subsection 73.3(2) of the Securities Act (Ontario) or other available exemptions from the prospectus requirement.

The proceeds from the Private Placement Offering will be used to satisfy the Consideration Cash and for general expenses, exploration expenses and as a possible reserve for an investor relations program.

No “related party” of the Company (as defined in MI 61-101) will participate in the Private Placement Offering; therefore, the Private Placement Offering does not constitute a “related party transaction” under MI 61-101.

Pro Forma Share Capitalization of the Company

After giving effect to the Proposed Transactions, the issued and outstanding Common Shares as of closing of the Proposed Transactions (the “Closing”) is expected to be comprised as follows:

Designation of Security	Common Shares Outstanding upon Closing (Assuming Minimum Private Placement Offering)	Common Shares Outstanding upon Closing (Assuming Private Placement Offering is fully Subscribed)(1)	Common Shares Outstanding upon Closing (Assuming Maximum Private Placement Offering)(2)
Common Shares held by current Sanatana shareholders	34,448,995	34,448,995	34,448,995
Consideration Shares issued to LIRECA pursuant to the Definitive Agreement	24,745,620	24,745,620	24,745,620
Common Shares issued pursuant to the Private Placement Offering	6,833,334	8,800,000	10,120,000
Total Common Shares Outstanding as of Closing	66,027,949	67,994,615	69,314,615

Notes:
(1) Assumes no exercise of the Over-allotment Right.
(2) Assumes the full exercise of the Over-allotment Right.

Upon completion of the Proposed Transactions, LIRECA and its joint actors will have beneficial ownership of and control or direction over, 31,235,999 Common Shares and 295,000 Common Share purchase warrants representing percentages of the total issued and outstanding Common Shares on a non-diluted basis and a partially diluted basis as follows:

LIRECA’s Ownership Interests	Percent Ownership (Assuming Minimum Private Placement Offering)	Percent Ownership (Assuming Private Placement Offering is fully Subscribed)(1)	Percent Ownership (Assuming Maximum Private Placement Offering)(2)
On a non-diluted basis	47.31%	45.94%	45.06%
On a partially diluted basis	47.54%	46.17%	45.30%

Notes:
(1) Assumes no exercise of the Over-allotment Right.
(2) Assumes the full exercise of the Over-allotment Right.

Reverse Takeover and Application of TSXV Policies

As the issuance of the Consideration Shares to LIRECA is expected to result: (i) in the creation of LIRECA as a new “Control Person” of Sanatana pursuant to the policies of the TSXV, and (ii) in new shareholders of Sanatana holding more than 50% of the outstanding voting securities of the Company, following the closing of the Proposed Acquisition and the Private Placement Offering; the Proposed Acquisition is therefore considered a “Reverse Takeover” pursuant to TSXV Policy 5.2 - Changes of Business and Reverse Takeovers (“Policy 5.2”). As the Proposed Acquisition will be a non-arm’s length “Reverse Takeover” for Sanatana, as such term is defined in Policy 5.2, Minority Approval will be required from the shareholders of the Company under TSXV policies. Pursuant to Section 4.3 of Policy 5.2, Sanatana is permitted to obtain Minority Approval for the Proposed Transactions by way of executed Consents, excluding the votes attaching to Common Shares held by “Non-Arm’s Length Parties to the COB or RTO” (as those terms are defined in the TSXV policies) and Common Shares held by Non-Arm’s Length Parties to Sanatana who are receiving any “collateral benefit” (as defined in MI 61-101).

As of the date hereof, the Company has not yet obtained conditional approval from the TSXV with respect to the Proposed Transactions and there is no assurance that such approval will be provided for the Proposed Transactions as currently contemplated or at all.

Upon completion of the Proposed Transactions, the Company (referred to as the “Resulting Issuer” post-closing of the Proposed Transactions) will continue to carry on the business of Sanatana and is expected to be listed on Tier 2 of the TSXV as a “Mining Issuer”.

Concurrent with the closing of the Proposed Transactions, Sanatana expects to change its name to “Gold Strike Resources Corp.” to better reflect the Resulting Issuer’s mineral properties in Yukon and British Columbia.

Additional Details of the Proposed Transactions

More information on the Proposed Transactions can be found in the Press Releases, the Definitive Agreement (including the forms of Royalty Agreements attached as schedules thereto) and the material change report dated and filed on the Company’s SEDAR+ profile on July 11, 2025. All documents filed on SEDAR+ are available at www.sedarplus.ca. In addition, the Company is preparing a comprehensive disclosure document, the Filing Statement (as defined herein), in compliance with TSXV Form 3D2, with respect to the Proposed Transactions and the Resulting Issuer. The Filing Statement will be filed on the Company’s SEDAR+ profile upon approval from the TSXV.

APPLICATION OF MI 61-101

The Company is subject to MI 61-101, which regulates certain transactions between an issuer and related parties which raise the potential for conflicts of interest and is intended to ensure that all securityholders are treated in a manner that is fair and that is perceived to be fair. Generally, MI 61-101 requires enhanced disclosure, approval by a majority of shareholders excluding “interested parties” (as defined in MI 61-101) and their related parties and joint actors and, in certain instances, independent valuations.

LIRECA is a “related party” of the Company, as it has beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company’s outstanding voting securities. Each of Florin and the Royalty Holder is a related party of the Company as each is an affiliated entity of LIRECA.

Accordingly, the Proposed Transactions constitute “related party transactions” pursuant to paragraphs (a) and (g) of the definition of “related party transaction” under MI 61-101 and, consequently, MI 61-101 requires that the Company obtain a formal valuation and minority approval of the Proposed Transactions (the “Minority Approval”) in the absence of exemptions therefrom.

Under Part 5 of MI 61-101, the Company is exempt from the formal valuation requirement pursuant to paragraph 5.5(b) of MI 61-101 as the securities of the Company are not listed or quoted on a specified market. No exemption is applicable from the Minority Approval requirements of section 5.3(2) of MI 61-101.

MINORITY APPROVAL

As the Proposed Transactions are related party transactions, it is subject to the Minority Approval requirements of MI 61-101. Minority Approval entails a simple majority of the votes cast by all holders of a class of “affected securities” (as defined in MI 61-101), voting as a single class, other than: (i) interested parties; (ii) any related party of an interested party, unless the related party meets that description solely in

its capacity as a director or senior officer of one or more persons that are neither an interested party nor “issuer insiders” (as defined in MI 61-101) of the Company; and (iii) any person that is a “joint actor” (as defined in MI 61-101) with any of the foregoing.

To the knowledge of the Company, after reasonable inquiry, LIRECA and its joint actors beneficially own and control or direct, 6,490,379 Common Shares, all of which are to be excluded from the Minority Approval of the Proposed Transactions.

As of the date of this Disclosure Document, the Company has received written support from shareholders holding 14,171,643 Common Shares, representing approximately 41.14% of the issued and outstanding Common Shares (without giving effect to the Proposed Acquisition and the Private Placement Offering) and approximately 50.69% of the Common Shares eligible to vote for the purposes of the Minority Approval, confirming that they will consent to the Proposed Transactions. See “Shareholder Support” for additional information. Accordingly, the Company is confident that Minority Approval will be obtained, and any marginal benefit of the Company calling a meeting of shareholders and mailing an information circular is outweighed by the unnecessary time and resources required of the Company to do so.

On the basis of the foregoing support, the Company has applied for exemptive relief (the “Exemptive Relief”) from the Ontario Securities Commission under section 9.1 of MI 61-101 from the requirements of section 5.3(2) of MI 61-101 to: (a) call a meeting of its shareholders to consider the Proposed Transactions, and (b) send an information circular to its shareholders in connection with such meeting. The requested Exemptive Relief is expected to provide that the Company is instead permitted to obtain Minority Approval by way of written consent by shareholders holding a majority of the Common Shares eligible to vote for the purposes of Minority Approval by executing and delivering a Consent in the form attached to this Disclosure Document as Schedule A. The Exemptive Relief has not been granted as of the date hereof. There can be no assurance that the Exemptive Relief will be granted.

If the Exemptive Relief is not granted, the Company will call a meeting of shareholders to seek Minority Approval and send an information circular to shareholders in accordance with MI 61-101, which would result in a delay in timing of the completion of the Proposed Transactions. The Consents will not be executed until the Exemptive Relief has been granted, the Filing Statement has been filed on the Company’s SEDAR+ profile, and a copy of the Exemptive Relief has been provided to the shareholders executing the Consent.

The Company is seeking the Exemptive Relief as the completion of the Proposed Transactions is conditional upon the Company obtaining the Minority Approval. The Company believes that if the Proposed Transactions are delayed by the requirement to hold a shareholder meeting, it would have a negative impact on the business and would increase costs.

FORMAL VALUATION

Completion of the Proposed Transactions is exempt from MI 61-101’s formal valuation requirement pursuant to paragraph 5.5(b) of MI 61-101, on the basis that no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc.

SHAREHOLDER SUPPORT

To date, the Company has contacted and has received written support from a small group of shareholders, being certain shareholders who participated in the recently closed June 4, 2025 private placement offerings (the “June 2025 Offerings”) and certain long-term shareholders (collectively, the “Supporting Shareholders”). All the Supporting Shareholders are eligible to vote to approve the Proposed Transactions in accordance with Part 8 of MI 61-101. The Supporting Shareholders hold an aggregate of 11,329,876 Common Shares, representing approximately 32.89% of the issued and outstanding Common Shares (without giving effect to the Proposed Acquisition and the Private Placement Offering) and approximately 40.52% of the Common Shares eligible to vote for the purposes of the Minority Approval. Although no formal support agreements have been entered into, the Supporting Shareholders have provided written comfort to the Company that they are prepared to execute the Consent required, subject to review of this Disclosure Document and the form of Consent.

In addition to the Supporting Shareholders, each director and officer of the Company, being Peter Miles, Buddy Doyle, Simon Anderson, Rose Zanic, and Anthony Dutton, all of whom are eligible to vote to approve the Proposed Transactions in accordance with Part 8 of MI 61-101 (the “Supporting Directors and Officers”), are supportive of the Proposed Transactions. The Supporting Directors and Officers collectively hold 2,841,767 Common Shares and are each expected to execute the Consent.

The securities of Sanatana beneficially owned and controlled or directed by each director and officer of the Company, as of the date hereof, are as follows:

Name	Position with the Company	Number and Percentage of Common Shares(1)
Peter Miles	Chief Executive Officer and Director	2,057,873
5.97%	1,278,571	271,428
Buddy Doyle	President and Director	189,486
0.55%	100,000	242,857
Simon J. Anderson	Chief Financial Officer	224,928
0.65%	114,286	100,000
Anthony Dutton	Director	193,831
0.56%	100,000	107,142
Rose Zanic	Director	175,649
0.51%	114,286	107,142

Notes:
(1) Percentage calculated based on 34,448,995 Common Shares issued and outstanding.

In light of the foregoing, the Company anticipates that it will receive executed Consents from all Supporting Shareholders and all Supporting Directors and Officers, who hold an aggregate of 14,171,643 Common Shares, representing an aggregate total of approximately 50.69% of the Common Shares eligible to be voted for purposes of the Minority Approval.

OWNERSHIP OF SECURITIES BY THE INTERESTED PARTY

The Company is authorized to issue an unlimited number of Common Shares, without nominal or par value. As at the date of this Disclosure Document, 34,448,995 Common Shares were issued and outstanding. The Common Shares are entitled to be voted on the basis of one vote for each Common Share held. The Company does not have any other class of voting securities.

The Company does not beneficially own, and it does not exercise control or direction over any Common Shares. To the Company’s knowledge, there are no other “interested parties” in respect of the Definitive Agreement other than LIRECA and its joint actors. Pursuant to applicable securities laws, a total of 6,490,379 Common Shares are to be excluded from voting for Minority Approval.

The following table sets out information in respect of each shareholder of the Company that: (i) is a director and/or officer of LIRECA; or (ii) to the extent known after reasonable inquiry, is (a) an associate or affiliate of an insider of LIRECA; (b) an associate or affiliate of LIRECA; (c) an insider of LIRECA, other than a director or officer of LIRECA, or (d) acting jointly and in concert with LIRECA and is based on information received by the Company from the persons disclosed below.

Name of Interested Party	Number of Common Shares Beneficially Owned, Controlled or Directed	Percentage of Outstanding Common Shares (1)
LIRECA Resources Inc. (2)	6,000,000	17.42%
Elise Puusepp (3)	242,000 (4)	0.70%
John (Giovanni) Fiorino (3)	248,379	0.72%
TOTAL	6,490,379	18.84%

Notes:
(1) Based on 34,448,995 Common Shares issued and outstanding as of the date of this Disclosure Document
(2) John (Giovanni) Fiorino is the principal of LIRECA.
(3) A joint actor of LIRECA.
(4) Includes Common Shares that are held jointly with John (Giovanni) Fiorino.

BACKGROUND TO TRANSACTION, BOARD APPROVAL AND RECOMMENDATION

On May 5, 2025, Sanatana and LIRECA entered into a quartz claim purchase agreement dated May 5, 2025 (the “Gold Strike Two Agreement”) pursuant to which Sanatana agreed to purchase the Gold Strike Two Project (Yukon) (the “Gold Strike Two Project”) from LIRECA in consideration for: (i) a cash payment in the amount of $250,000 payable as of closing and $250,000 to be held in escrow for 90 days, in accordance with the terms and conditions of the Gold Strike Two Agreement; and (ii) the issuance of 6,000,000 Common Shares to LIRECA.

On June 4, 2025, LIRECA and its joint actors acquired the following securities of Sanatana (collectively, the “Security Acquisition”) in connection with the closing of the acquisition of the Gold Strike Two Project (the “Gold Strike Two Transaction”): (a) 6,000,000 Common Shares; and (b) 295,000 Common Share purchase warrants of the Company were acquired pursuant to a private placement completed concurrently with the closing of the Gold Strike Two Transaction.

In the press release issued by Sanatana on June 4, 2025 announcing the closing of the Gold Strike Two Transaction, the Company and John Fiorino, Principal of the Florin Group, publicly stated their intention to engage in further discussion regarding additional mineral property acquisitions amongst the parties. Up until this point, the parties had preliminary discussions regarding the Gold Strike One Project, and other

projects in the Florin Group’s stable of mineral properties, but were focused on completing the Gold Strike Two Transaction.

On June 6, 2025, Peter Miles, Chief Executive Officer of Sanatana, reached out to John Fiorino, resulting in the parties having an in-person meeting to further discuss potential transactions, specifically the acquisition by Sanatana of the Gold Strike One Project from LIRECA. The parties discussed general terms of a transaction in respect of the Gold Strike One Project, including the consideration, royalty, and bonus payments. The discussions and terms of the consideration and payments were guided and based on precedent transactions that legal counsel of the Company had provided to Peter Miles for similar types of transactions.

Throughout June 6, 2025 to July 1, 2025, the representatives and legal advisors of the parties continued to meet and hold discussions to negotiate the terms of the Definitive Agreement and finalize the transaction terms, including packaging the Abitibi Property into the possible transaction. The anticipated quantum of the Consideration Cash and Consideration Shares were not materially changed throughout the negotiations as, at the outset of discussions, Peter Miles and John Fiorino were aligned in the values of such figures.

During this period, Sanatana reviewed the historical information regarding the Gold Strike One Project and the Abitibi Property and focused its review of the Gold Strike One Project as that was the material property that Sanatana was seeking to acquire. Sanatana also reviewed a draft technical report with respect to the Gold Strike One Project that was prepared for Sanatana, authored by Derek Torgerson, P. Geo (Summit Geosciences Ltd.) and titled “NI 43-101 Technical report for the Gold Strike One Project, Yukon Territory” (the “Technical Report”).

Peter Miles led the negotiation for Sanatana, and kept the board of directors of Sanatana (the “Board”) abreast of the transaction terms and any material updates regarding the Gold Strike One Project and the Abitibi Property. While LIRECA has the right, but not the obligation, to nominate one director to the Board pursuant to the Gold Strike Two Agreement, LIRECA had not exercised such Board nomination right as of the date of the Definitive Agreement.

As such, the Board consists of four (4) directors, each of whom is independent in connection with the Proposed Transactions and the Private Placement Offering within the meaning of Part 7 of MI 61-101. Therefore, the Board did not deem it necessary to establish a special committee of independent directors to evaluate the Proposed Transactions.

At a meeting of the Board held on June 25, 2025, the Board discussed the economic terms of the Proposed Transactions and the implications of the Proposed Transactions being considered related party transactions under MI 61-101 and Policy 5.9. At this meeting, the Board asked questions to Peter Miles (and Buddy Doyle regarding the Gold Strike One Project) regarding the financial plan and the anticipated capital structure of the Company upon completion of the Proposed Transactions. The Board authorized Peter to finalize and enter into the Definitive Agreement once settled. The Definitive Agreement was ultimately finalized on July 1, 2025, and the parties executed the Definitive Agreement in the evening (Pacific time) on July 1, 2025. The Board unanimously ratified, confirmed, and approved the Definitive Agreement and the Proposed Transactions by consent resolutions dated July 2, 2025. See the sections “Benefits of the Proposed Transaction” and “Risks and Potentially Negative Factors” for a summary of factors that the Board considered in its discussions leading up to the entry into the Definitive Agreement.

Benefits of the Proposed Transactions

In reaching the determination that Proposed Transactions was in the best interests of the Company, the Board considered a number of substantive benefits:

Significant Presence in Yukon: Upon the acquisition of the Gold Strike One Project, Sanatana's presence in the Rogue Plutonic Complex (Yukon), which was recently recognized due to Snowline Gold Corp's discovery relating to its Valley Deposit, materially increases and provides expanded opportunities for the Company to pursue an expanded planned exploration program in Yukon.¹ By holding both the Gold Strike Two Project and Gold Strike One Project, the Company would realize cost efficiencies when conducting exploration activities on both properties.

Consideration Payable: The Consideration Cash would be funded through the Private Placement Offering, thereby not straining the Company's working capital or abilities to pursue exploration activities on its newly acquired properties. In addition, Florin Group's willingness to receive a substantial portion of the consideration via the Consideration Shares also demonstrated a vote of confidence to the Board from the Florin Group and its intent to maintain an equity interest in the Gold Strike One Project that aligned with the interests of the Company's shareholders.

Timing of the Definitive Agreement: Although the mining exploration season in Yukon is susceptible to extreme seasonality, the Company felt they had the support and resources to enable the Company to close the Proposed Transactions on an expedited basis and commence mining exploration activities in 2025 before the seasonality in Yukon would completely prevent any such activities from taking place for the rest of the year.

Control Person. The Board discussed the implications of LIRECA becoming a "Control Person" (as such term is defined under the policies of the TSXV) of the Company upon completion of the Proposed Acquisition. The Board considered that since John Fiorino, as principal of LIRECA, has a commendable track record in the Canadian mining exploration industry and experience with mining activities in Yukon, he could bring value to the Company as a significant shareholder, especially as it relates to the Company's anticipated focus on exploration activities in Yukon.

Certain of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the section of the Disclosure Document entitled "Cautionary Statement Regarding Forward-Looking Information".

Risks and Potentially Negative Factors

Closing Conditions and Approvals. The completion of the Proposed Acquisition is subject to several conditions that must be satisfied or waived, including obtaining Minority Approval and approval from the TSXV. Obtaining such approvals will require resources and are additional costs that the Company must incur. In addition, as the Proposed Acquisition is considered a Reverse Takeover under Policy 5.2, the Company is preparing a comprehensive disclosure document in compliance with TSXV Form 3D2 (a "Filing Statement"). The Company recognizes that the preparation and approval of the Filing Statement may require significant time and costs and there is no guarantee that the TSXV approves the Proposed Acquisition as currently contemplated. The failure to complete the Proposed Acquisition could negatively impact the value of the Common Shares.

Timing Risk. Although the Company believes it will be able to close the Proposed Acquisition on a timely basis in order to conduct exploration activities at the Gold Strike One Project in August 2025, there is no guarantee that the Proposed Acquisition can be completed as of such timeline. Absent the Proposed Acquisition closing by mid-August 2025, the Company will likely be prevented from conducting any exploration activities on the Gold Strike One Project until late spring next year (i.e., in or around May

¹ See press release of Snowline Gold Corp. dated June 17, 2024.

2026), thereby incurring nearly a year of unnecessary expenses and carrying costs for the Gold Strike One Project without moving exploration forward on the project.

The foregoing factors are not intended to be exhaustive but include the material factors considered by the Board in making its determinations and recommendations. The Board did not consider it practicable to, and did not assign specific weights to, any of the factors considered in reaching their determinations and recommendations, and individual members of the Board may have given different weights to different factors. The conclusions and recommendation of the Board were made after considering the totality of the information and factors involved. The above factors are not presented in any order of priority.

The foregoing discussion of the information and factors considered by the Board contains forward-looking information and statements, all of which are subject to various risks and assumptions. This information should be read in light of the factors described under the section entitled "cautionary statement regarding forward-looking statements".

PRIOR VALUATIONS

To the knowledge of the Company or any director or officer of the Company, after reasonable inquiry, there have not been any "prior valuations" (as defined in MI 61-101) of the Company or any of its subsidiaries or any of its material assets or liabilities in the 24 months preceding the date thereof.

OTHER BENEFITS

Except as otherwise described in this Disclosure Document, no person who: (i) is a director and/or officer of the Company; or (ii) to the extent known after reasonable inquiry, is (a) an associate or affiliate of an insider of the Company; (b) an associate or affiliate of the Company; (c) an insider of the Company, other than a director or officer of the Company, or (d) acting jointly and in concert with the Company has received nor will receive any collateral benefit in respect of the Proposed Transactions or agreeing to execute the Consent.

TAX CONSEQUENCES

There are no income tax consequences to the holders of Common Shares solely arising from executing the Consent attached hereto.

TRADING VOLUME OF THE COMMON SHARES OF THE COMPANY

Trading in the Common Share was halted on July 2, 2025 in advance of the announcement of the Proposed Transactions. The Common Shares resumed trading on July 24, 2025. The following table sets out the high and low prices and total trading volume of the Common Shares on the TSXV for the past twelve months. The closing market price of the Common Shares on the last day that the Common Shares traded prior to the announcement of the Proposed Transactions was $0.74.

The Common Share trade on the TSXV under symbol "STA".

	High	Low	Volume
July 1 – 30, 2025^{(1)}	0.74	0.68	59,000
June 2025	0.91	0.65	2,342,272
May 2025	0.68	0.11	7,292,013

	High	Low	Volume
April 2025	0.11	0.09	423,107
March 2025	0.11	0.09	554,214
February 2025	0.12	0.09	426,282
January 2025	0.18	0.11	1,367,024
December 2024	0.18	0.14	2,893,027
November 2024	0.32	0.14	2,766,893
October 2024	0.42	0.25	1,097,567
September 2024	0.70	0.35	1,247,659
August 2024	0.74	0.46	814,100
July 2024	0.70	0.53	1,259,850

Notes:
(1) Common Shares were halted from trading on July 2, 2025 and resumed trading on July 24, 2025.

PRIOR SALES

The table below sets forth the issuances by the Company of Common Shares, and securities convertible into Common Shares, in the 12-month period prior to the date of this Disclosure Document.

Date	Price	Type of Securities	Number of Securities	Aggregate Issue Price
June 4, 2025	$0.0825^{(1)}	Common Shares	6,000,000	$495,000^{(1)}
June 4, 2025	$0.10	Common Shares^{(2)}	13,800,000	$1,380,000
June 4, 2025	N/A	Warrants^{(2)}	13,800,000	$1,380,000

Notes:
(1) Deemed price as determined in the Gold Strike Two Agreement.
(2) Issued pursuant to two private placements of units (the "June 2025 Units"). Each June 2025 Unit was comprised of one Common Share and one Warrant. Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.12 per share for a period of 12 months from the date of issuance. The Warrants are subject to acceleration whereby if the closing price of the Common Shares on the TSXV is or exceeds $0.25 for 10 consecutive trading days, the expiry date shall accelerate to the date which is 30 calendar days following the date a news release is issued by Sanatana announcing the reduced term.

COMMITMENTS TO ACQUIRE SECURITIES OF THE CORPORATION

The Company has no commitments to purchase Common Shares or other equity securities of the Company.

To the knowledge of the Company, after reasonable enquiry, with the exception of the Proposed Acquisition, no: (i) director or officer of the Company, (ii) associate or affiliate of an insider of the Company, (iii) associate or affiliate of the Company, (iv) insider of the Company, other than a director or officer of the Company, including LIRECA or (v) person or company acting jointly or in concert with the Company has any commitments to purchase Common Shares or other equity securities of the Company.

RIGHTS OF APPRAISAL AND ACQUISITION

Under the laws governing the Company, no rights of appraisal or acquisition arise as a result of the Proposed Transactions.

MATERIAL CHANGES IN THE AFFAIRS OF SANATANA

Except as publicly disclosed or otherwise described herein, the directors and officers of the Company are not aware of any: (i) plans or proposals for material changes in the affairs of the Company, or (ii) specific benefit, direct or indirect, as a result of the material changes or subsequent transactions contemplated in this Disclosure Document.

DIVIDEND POLICY

The Company has not declared or paid any dividends on any of its shares in the last two years. It is intended that the Company will not pay any dividends in the near future and that future earnings will be retained to finance further expansion of its business and operations. Any decision to pay dividends on its Common Shares will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions existing at such future time.

EXPENSES OF THE PROPOSED TRANSACTIONS

Pursuant to the Definitive Agreement, Sanatana has agreed to be responsible for the costs incurred by Sanatana and the Florin Group in connection with the preparation of the Definitive Agreement (the "Agreement Costs") and has agreed to reimburse LIRECA's expenses incurred in connection with the Technical Report. Other than the Agreement Costs and costs in respect of the Technical Report, each party is responsible for its own costs in respect of the Proposed Transactions. The Company may elect to pay a finder's fee in respect of the Private Placement Offering, if it occurs, but the terms of such arrangement have not yet been determined.

OTHER MATERIAL FACTS

Other than disclosed in this Disclosure Document, there are no other material facts concerning the securities of the Company and no other matters not disclosed in this Disclosure Document that have not been previously generally disclosed and are known to the Company and that would reasonably be expected to affect the decision of the shareholders to or not to execute the Consent.

FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

A copy of Sanatana's most recent interim financial statements for the three and nine month periods ended December 31, 2024 are available on the SEDAR+ website at www.sedarplus.ca. Shareholders who wish to obtain a copy of these financial statements may do so, without charge, upon written request to the Company at [email protected], Attention: Simon Anderson, Chief Financial Officer.

Additional information relating to the Company is available on the SEDAR+ website at www.sedarplus.ca.

DIRECTORS' APPROVAL AND EFFECTIVE DATE

The contents and sending of this Disclosure Document and the accompanying Consent have been approved by the Board. The information in this Disclosure Document is given as of July 31, 2025, except where otherwise indicated.

SCHEDULE A

MINORITY SHAREHOLDER CONSENT

(the "Consent")

TO: THE TSX VENTURE EXCHANGE (the "TSXV")

AND TO: THE ONTARIO SECURITIES COMMISSION (the "OSC")

AND TO: SANATANA RESOURCES INC. ("Sanatana" or the "Company")

RE: CONSENT TO RELATED PARTY TRANSACTION IN COMPLIANCE WITH MULTILATERAL INSTRUMENT 61-101 – PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS ("MI 61-101") AND TSX VENTURE EXCHANGE ("TSXV") POLICY 5.9 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS ("POLICY 5.9")

WHEREAS the Company entered into a quartz claim (Yukon) and mining claim (Québec) purchase agreement, dated July 1, 2025 (the “Definitive Agreement”) with LIRECA Resources Inc. (“LIRECA”) and LIRECA’s affiliate, Florin Resources Inc. (“Florin” and together with LIRECA, the “Florin Group”), pursuant to which the Company will acquire the Gold Strike One Project (Yukon) (the “Gold Strike One Project”) and the Abitibi Property (Québec) (the “Abitibi Property” and together with the Gold Strike One Project, the “Target Assets”) from the Florin Group for consideration consisting of: (i) an aggregate cash payment of $2,000,000 (the “Consideration Cash”), of which $1,800,000 shall be paid to LIRECA as partial consideration for the Gold Strike One Project and $200,000 shall be paid to Florin as full consideration for the Abitibi Property; and (ii) 24,745,620 Common Shares (the “Consideration Shares”), which shall be issued to LIRECA as partial consideration for the Gold Strike One Project (collectively, the “Proposed Acquisition”).

AND WHEREAS the Definitive Agreement also provides for certain bonus payments payable by the Company to the Florin Group upon certain triggering events.

AND WHEREAS as a condition to closing of the Proposed Acquisition, the Company and 1079170 B.C. Ltd. (the "Royalty Holder"), an affiliate of the Florin Group, will enter into certain royalty agreements (the "Royalty Agreements"), granting net smelter returns royalties for each of the Gold Strike One Project and the Abitibi Property and an annual advance royalty in respect of the Gold Strike One Project (collectively with the Proposed Acquisition, the "Proposed Transactions").

AND WHEREAS as of the date of the Definitive Agreement, LIRECA, along with its joint actors have beneficial ownership of and control or direction over, 6,490,379 common shares in the capital of the Company (the "Common Shares") and 295,000 Common Share purchase warrants of the Company, representing 18.84% of the issued and outstanding Common Shares on a non-diluted basis (6,785,379 Common Shares, on a partially diluted basis, representing 19.53% of the issued and outstanding Common Shares).

AND WHEREAS LIRECA is a "related party" of the Company pursuant to MI 61-101, and as such, the Proposed Transactions constitute "related party transactions" pursuant paragraphs (a) and (g) of the definition of "related party transaction" under MI 61-101, which requires that the Company obtain a formal valuation for, and minority approval of, the Proposed Transactions, in the absence of exemptions therefrom. Each of Florin and the Royalty Holder is a related party of the Filer as each is an affiliated entity of LIRECA.

AND WHEREAS the Proposed Acquisition is considered a non-arm’s length “Reverse Takeover” pursuant to TSX Venture Exchange (the “TSXV”) Policy 5.2 - Changes of Business and Reverse Takeovers (“Policy 5.2”), which requires that the Company obtain disinterested shareholder approval in accordance with TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions (“Policy 5.9”).

AND WHEREAS pursuant to Policy 5.9 and Part 8 of MI-61-101, the Company is required to obtain approval of a majority of the votes cast by minority shareholders, being shareholders that are not: (i) interested parties, (ii) any related party to an interested party, and (iii) any person that is a joint actor with the parties referenced in (i) and (ii), to the Proposed Transactions and (the “Minority Approval”).

AND WHEREAS pursuant to Section 4.3 of TSXV Policy 5.2, the Company may seek Minority Approval for the Proposed Transactions by way of written consents, excluding the votes attaching to Common Shares held by “Non-Arm’s Length Parties to the COB or RTO” (as term is defined in the policies of the TSXV) and Common Shares held by Non-Arm’s Length Parties to the Company who are receiving any “collateral benefit” (as defined in MI 61-101).

AND WHEREAS in accordance with such Minority Approval requirements, the Company will be excluding the votes attached to 6,490,379 Common Shares held by LIRECA and its joint actors from any vote on, or consent for, the Proposed Transactions.

AND WHEREAS the undersigned understands that the Company has applied for and has obtained exemptive relief (the “Exemptive Relief”) from the Ontario Securities Commission under section 9.1 of MI 61-101 from the requirements of section 5.3(2) of MI 61-101 to: (a) call a meeting of its shareholders to consider the Proposed Transactions, and (b) send an information circular to its shareholders in connection with such meeting, and the Exemptive Relief provides that the Company is instead permitted to obtain the minority approval required for the Proposed Transactions by section 5.6 of MI 61-101 by way of written consent and the undersigned acknowledges receipt of a copy of the order in respect of the Exemptive Relief.

AND WHEREAS the undersigned acknowledges that it has reviewed the disclosure document of the Company dated July 31, 2025 (the “Disclosure Document”), a copy of which was filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

AND WHEREAS the undersigned acknowledges that it has had a minimum of 14 days to review the Disclosure Document and this Consent.

AND WHEREAS the undersigned further acknowledges that it has received a copy of or has had access to the final Filing Statement of the Company (the “Filing Statement”), a copy of which was filed on the Company’s SEDAR+ profile at www.sedarplus.ca prior to the undersigned consenting to the Proposed Transactions and has had an opportunity to read the Filing Statement and understands the Proposed Transactions.

AND WHEREAS the undersigned wishes to consent to the Proposed Transactions.

THE DIRECTORS OF THE COMPANY HAVE DETERMINED THAT THE PROPOSED TRANSACTIONS ARE IN THE BEST INTERESTS OF THE COMPANY, HAVE APPROVED THE PROPOSED TRANSACTIONS AND RECOMMEND THAT THE UNDERSIGNED APPROVE THE PROPOSED TRANSACTIONS AND EXECUTE AND RETURN THIS CONSENT.

The undersigned, by signing this Consent, hereby irrevocably consents to the Proposed Transactions, resulting in a “Reverse Takeover” (as such term is defined in the policies of the TSXV) of the

Company, and the transactions contemplated by the Definitive Agreement in connection therewith, as if a meeting of the shareholders of the Company were called to consider the same and, if such meeting had been held, would vote all of the Common Shares that are beneficially owned by it in favour of the Proposed Transactions.

The undersigned hereby confirms to the Company, the OSC and to the TSXV that the undersigned is not a related party of LIRECA, is not a joint actor with LIRECA in respect of the Proposed Transactions, and has not received and will not receive any collateral benefit in respect of: (i) the Proposed Transactions, or (ii) agreeing to execute this Consent.

The undersigned acknowledges that it has had an opportunity to consult with its own legal, financial and other advisors in connection with the provision of this Consent and agrees to the disclosure of its personal information contained herein in connection with the filing hereof with the OSC and the TSXV. If the undersigned is a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Consent and certifies that all necessary approvals of directors, shareholders, partners or otherwise in connection therewith have been given and obtained.

In order to ensure that the undersigned is provided sufficient notice and time to consider consenting to the Proposed Transactions and to allow them to make an informed decision, the Disclosure Document shall be publicly disclosed on SEDAR+ for a period of at least 14 days prior to the closing of the Proposed Transactions.

This document may be executed in as many counterparts as are necessary and all counterparts together shall constitute the consent and authorization of the shareholders of the Company. Facsimile signatures shall and do hereby constitute a valid consent and authorization of the shareholders of the Company.

[REMAINDER OF PAGE TO BE LEFT BLANK]

DATED this __ day of __, 2025.

CONSENT TO THE PROPOSED TRANSACTIONS

Name of Shareholder

Signature of Shareholder

IMPORTANT - PLEASE INDICATE YOUR SHAREHOLDINGS BELOW

Direct Ownership as at ____, 2025	Beneficial Ownership as at ____, 2025
If Common Shares Registered in Above Shareholder’s Name	If Common Shares Not Registered in Above Shareholder’s Name
Total Number of Common Shares Directly Held	Name of Brokerage Firm
	Contact Name
	Total Number of Common Shares held by Shareholder

PLEASE INDICATE YOUR APPROVAL BY SIGNING ABOVE AND INSERTING THE NUMBER OF COMMON SHARES YOU THAT YOU OWN THAT MAY BE IN CERTIFICATE FORM (DIRECT OWNERSHIP) OR IN YOUR BROKERAGE ACCOUNT (BENEFICIAL OWNERSHIP) OR BOTH AND EMAIL A COPY OF THIS CONSENT LETTER TO THE CONFIDENTIAL EMAIL OF MCMILLAN LLP, COUNSEL TO THE COMPANY AT [email protected] AS SOON AS POSSIBLE FOLLOWING AUGUST 14, 2025.