GRAFTON RESOURCES INC.

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JANUARY 2, 2026

This information is given as of December 2, 2025 unless otherwise noted.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Grafton Resources Inc. (the “Corporation”) for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders of the Corporation, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment(s) or postponement(s) thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by Management. Solicitations will be made by mail and possibly supplemented by telephone, electronic or other personal contact to be made without special compensation by directors, officers and employees of the Corporation. The Corporation may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the instrument of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation. None of the directors of the Corporation have advised that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the proxyholder for the registered shareholder (“Registered Shareholder”). The persons whose names are printed in the enclosed form of proxy for the Meeting are officers, directors or legal counsel of the Corporation (the “Management Proxyholders”).

A Registered Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Registered Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Registered Shareholder.

VOTING BY PROXY

Common shares of the Corporation (the “Shares”) represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the Registered Shareholder on any ballot that may be called for, and if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a Registered Shareholder as proxyholder, such person will vote in favour of each matter identified in the Notice of Meeting and for the nominees of management for directors and auditor.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Corporation’s registrar and transfer agent, Endeavor Trust Corporation, by mail or hand delivery to Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, fax to 604.559.8908, email to [email protected] or by following the procedure for internet voting provided in the accompanying form of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof. Notwithstanding the foregoing, the Chairman of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so.

NON-REGISTERED HOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are “non-registered” shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a Registered Shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Non-Registered Holder and asks the Non-Registered Holder to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-Registered Holder who receives a voting instruction form cannot use that form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of the Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. All references to shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “NOBOs”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as “OBOs”.

Meeting materials sent to NOBOs are accompanied by a request for voting instructions (a “VIF”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her/its behalf, the Non-Registered Holder may print his/her/its name or the name of the other person attending the Meeting in the space provided in the VIF, which will grant the Non-Registered Holder or his/her/its nominee the right to attend and vote at the Meeting. Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

Management of the Corporation does not intend to pay for Intermediaries to forward the Meeting materials and VIF to OBOs. OBOs will not receive the Meeting materials unless their Intermediary assumes the cost of the delivery.

REVOCABILITY OF PROXY

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the Registered Shareholder or by their attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited to Endeavor Trust Corporation at Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) or postponement(s) thereof, or with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting or, if adjourned or postponed, any reconvening thereof. A revocation of proxy does not affect any matter on which a vote has been taken prior to the revocation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Corporation, no proposed nominee for election as a director of the Corporation, none of the persons who have been directors or executive officers of the Corporation since the commencement of the Corporation's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, save and except for the election of directors, the appointment of auditor and the approval of the Amended Stock Option Plan (as described below). See "Particulars of Matters to be Acted Upon".

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On November 25, 2025, an aggregate of 11,360,901 Shares without par value were issued and outstanding, each Share carrying the right to one vote. At a general meeting of the shareholders of the Corporation, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each Share of which he/she/it is the holder.

Only shareholders of record on the close of business on November 25, 2025 who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the headings "Appointment of Proxyholder", "Completion and Return of Proxy" and "Revocability of Proxy" will be entitled to have his, her or its Shares voted at the Meeting or any adjournment(s) or postponement(s) thereof.

The Articles of the Corporation provide that a quorum for the transaction of business at a meeting of shareholders is two shareholders entitled to vote at the meeting whether in person or by proxy who hold, in the aggregate, at least 5% of the issued shares entitled to be voted at the meeting.

To the knowledge of the directors and executive officers of the Corporation, the following person beneficially owns, or exercises control or direction over, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Corporation:

Name	Number of Shares Held^{(1)}	Percentage of Shares Held^{(3)}
Clariden Capital Ltd.^{(2)}	1,905,400	11.79%

(1) The above information was obtained from John Campbell Smyth.
(2) A company owned by John Campbell Smyth, Chairman, Interim CEO and a director of the Corporation.
(3) Calculated using the issued and outstanding Share capital on December 2, 2025, being 16,160,901.

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

In this section, “Named Executive Officer” or “NEO” means (a) the chief executive officer (“CEO”), (b) the chief financial officer (“CFO”), (c) the most highly compensated executive officer of the Corporation, and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers, for that financial year; and (d) each individual who would be a Named Executive Officer under (c) but for the fact that the individual was not an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year.

During the Corporation’s financial year ended December 31, 2024, the following individuals were the Named Executive Officers of the Corporation:

Jesse Hahn, former CEO and former Interim CFO. Mr. Hahn was appointed Interim CFO on February 6, 2025 and resigned on September 8, 2025. Mr. Hahn resigned as CEO on December 1, 2025.
David Eaton, former CFO. Mr. Eaton resigned as CFO on February 6, 2025.

All dollar amounts referenced herein are in Canadian dollars unless otherwise specified.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

The following table provides a summary of compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation or a subsidiary of the Corporation to each Named Executive Officer and director of the Corporation during the financial years ended December 31, 2024 and 2023, excluding compensation securities:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of all other Compensation	Total Compensation
Jesse Hahn^{(1)}	2024	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Former CEO, former Director and former Interim CFO	2023	$Nil	$Nil	$Nil	N/A	N/A	$Nil
David Eaton^{(2)}	2024	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Former CFO and former Director	2023	$Nil	$Nil	$Nil	N/A	N/A	$Nil
James McCrea	2024	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Director	2023	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Jan Michelle Bikic	2024	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Director	2023	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Barry Hartley^{(3)}	2024	$Nil	$Nil	$Nil	N/A	N/A	$Nil
Former Director	2023	$Nil	$Nil	$Nil	N/A	N/A	$Nil

(1) Mr Hahn was appointed Interim Chief Financial Officer on February 6, 2025 and resigned as Interim CFO on September 8, 2025. Mr. Hahn resigned as CEO and director of the Corporation on December 1, 2025.
(2) Mr. Eaton resigned as CFO and a director of the Corporation on February 6, 2025.
(3) Mr. Hartley resigned as a director of the Corporation on July 28, 2025.

Stock Options and Other Compensation Securities

Table of Compensation Securities

None of the Named Executive Officer or directors of the Corporation or any of its subsidiaries received any compensation securities from the Corporation or any of its subsidiaries during the financial year ended December 31, 2024 for services provided, directly or indirectly, to the Corporation or any of its subsidiaries.

As at December 31, 2024, none of the Named Executive Officers or directors held any stock options (the "Options").

Exercise of Compensation Securities by Directors and Named Executive Officers

No Named Executive Officer or director exercised any compensation securities during the financial year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

The board of directors of the Corporation (the "Board") adopted a stock option plan on March 1, 2021 (the "Stock Option Plan"), which was approved by the shareholders of the Corporation at the annual general meeting of shareholders of the Corporation held on October 14, 2022. The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees, management company employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire Shares in the share capital of the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. The Stock Option Plan provides that, subject to the requirements of the Canadian Securities Exchange (the "Exchange"), the aggregate number of securities reserved for issuance will be 10% of the number of the Shares issued and outstanding at the time such options are granted.

In accordance with the policies of the Exchange, the Stock Option Plan is considered an "evergreen plan" and evergreen plans and all unallocated awards under evergreen plans must be approved by shareholders within three years of institution and every three years thereafter. In addition, on December 2, 2025, the Board approved, subject to receipt of shareholder approval, certain amendments to the Stock Option Plan. Accordingly, the shareholders of the Corporation will be asked at the Meeting to approve the Amended Stock Option Plan (as defined below) and all unallocated Options under the Amended Stock Option Plan. See "Particulars of Matters to be Acted Upon - Approval of Amended and Restated Stock Option Plan" for further details.

The summary of the Stock Option Plan below is qualified in its entirety by the full text of the Stock Option Plan, available on SEDAR+ under the profile of the Corporation and will be available for review at the Meeting.

Administration

The Stock Option Plan is administered by the Board or a committee of the Board if the Board so elects, which has full and final authority with respect to the granting of all options thereunder.

Eligible Optionees

The Stock Option Plan allows the Corporation to grant Options to a bona fide director, officer, employee, consultant or a corporation wholly owned by such director, officer or consultant at the time the Option is granted (an "Eligible Person").

Number of Shares Issuable

Unless authorized by the shareholders of the Corporation, the Stock Option Plan, together with all of the Corporation's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not result, at any

time, in the number of Shares reserved for issuance pursuant to Options exceeding 10% of the issued and outstanding Shares as at the date of grant of any Option under the Stock Option Plan.

Limits on Participation

The Stock Option Plan provides for the following limits on grants of Options:

(a) the aggregate number of Shares subject to an Option that may be granted to any one individual in any 12-month period under the Stock Option Plan shall not exceed 5% of the issued and outstanding Shares determined at the time of such grant;

(b) the aggregate number of Options granted to a person conducting investor relations activities in any 12-month period under the Stock Option Plan must not exceed 2% of the issued outstanding Shares determined at the time of such grant; and

(c) the aggregate number of Options that may be granted to any one consultant in any 12-month period under the Stock Option Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant. This limitation will be removed under the Amended Stock Option Plan. See “Particulars of Matters to be Acted Upon – Approval of Amended and Restated Stock Option Plan” for further details.

Exercise Price of Options

The exercise price of an Option may not be lower than the greater of the closing market price of the Shares on (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options, less any applicable discount allowed by the Exchange. The exercise price restrictions will be revised under the Amended Stock Option Plan. See “Particulars of Matters to be Acted Upon – Approval of Amended and Restated Stock Option Plan” for further details.

Material Terms of the Stock Option Plan

The following is a summary of the material terms of the Stock Option Plan. This summary is qualified in its entirety to the full copy of the Stock Option Plan which will be available for viewing at the Meeting:

(a) all Options granted under the Stock Option Plan expire on a date not later than 5 years after the issuance of such Options;

(b) if a director or officer ceases to hold office for any reason other than death, such director or officer shall have the right to exercise any vested option granted to them under the plan and not exercised prior to such cessation of office within a period of 90 days after the date of such cessation of office, or such shorter period as may be set out in the optionee’s written agreement;

(c) if an employee or consultant ceases to be so engaged by the Corporation for any reason other than death, such employee or consultant shall have the right to exercise any vested option granted to them under the plan and not exercised prior to such cessation of office within a period of 30 days after the date of such termination, or such shorter period as may be set out in the optionee’s written agreement;

(d) if an optionee who is engaged in Investor Relations Activities (as defined in the Stock Option Plan) ceases to be so engaged by the Corporation, such optionee shall have the right to exercise any vested option granted to the optionee under the plan and not exercised prior to such termination within a period of 30 days after the date of termination, or such shorter period as may be set out in the optionee’s written agreement;

(e) if an optionee dies, any vested Option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(f) vesting of Options shall be at the discretion of the Board, with the exception that Options granted to any person engaged in Investor Relations Activities shall vest in stages over 12 months with no more than ¼ of the Options vesting in any three-month period;

(g) if a Change of Control (as defined in the Stock Option Plan) occurs, all outstanding Options shall become vested, whereupon such Options may be exercised in whole or in part by the applicable Eligible Person; and

(h) in the event of a take-over bid being made to the shareholders generally, immediately upon receipt of the notice of the take-over bid, the Corporation shall notify each optionee currently holding any Options, of the full particulars of the take-over bid, and all Options shall become vested and exercised in whole or in part by such optionee so as it permit the optionee to tender the Shares underlying their Options received upon such exercise pursuant to the offer, subject to certain terms and conditions.

Amendment or Termination of the Stock Option Plan

The Board may, by resolution, amend or terminate the Stock Option Plan, but no such amendment or termination shall, except with the written consent of the Optionees concerned, affect the terms and conditions of Options previously granted under the Stock Option Plan which have not then lapsed, terminated or been exercised.

Any amendment to the Stock Option Plan granted pursuant to the Stock Option Plan shall not become effective until such Exchange and shareholder approval as is required by Exchange policies and applicable securities laws has been received.

All Options granted under the Stock Option Plan expire on a date determined by the Board, which shall be not later than five years after the grant of such Options.

Employment, Consulting and Management Agreements

The Corporation is not party to any employment, consulting or management agreements for ongoing and future services with a director or Named Executive Officer or a person performing services of a similar capacity, pertaining to compensation that was provided during the financial year ended December 31, 2024.

Oversight and Description of Director and Named Executive Officer Compensation

Directors and Named Executive Officers may be granted, from time to time, Options in accordance with the Stock Option Plan. See "Stock Option Plans and Other Incentive Plans" for a summary of the terms of the Stock Option Plan. Given the Corporation's size and its stage of development, the Corporation has not appointed a compensation committee at this time. Management of the Corporation conducts annual reviews of the compensation of the Corporation's directors and executive officers and make recommendations to the Board. The Corporation currently relies solely on Board discussion without any formal objectives, criteria and analysis to determine the amount of compensation payable to directors and Named Executive Officers.

Philosophy

Compensation paid to the Named Executive Officers is based on the size and stage of development of the Corporation and reflects the need to provide incentive and compensation for the time and effort expended by the Named Executive Officers, while taking into account the financial and other resources of the Corporation, as well as increasing shareholder value.

The Corporation's executive compensation currently consists of potential grants of Options under the Stock Option Plan. The Board will review the compensation of Named Executive Officers and make adjustments, if appropriate, to ensure that the compensation of the Named Executive Officers is commensurate with the services they provide.

Base Salary

No base salaries were paid to the Named Executive Officers for the financial year ended December 31, 2024. The Corporation may include base salary as a principal component of executive compensation in the future to be based on the position held, the related responsibilities and functions performed by the Named Executive Officer and salary ranges for similar positions in comparable companies. Individual and corporate performance may also be taken into account in determining base salary levels for Named Executive Officers.

Option-based Awards

The Corporation believes that encouraging its directors and officers to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Stock Option Plan. Options may be granted to directors and officers taking into account a number of factors, including, base salary and bonuses and competitive factors.

The Option component of compensation provided by the Corporation is intended to advance the interests of the Corporation by encouraging the directors, officers, including Named Executive Officers, employees and consultants of the Corporation to acquire Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. Grants under the Stock Option Plan are intended to provide long term awards linked directly to the market value performance of the Shares. The Board will review management's recommendations for the granting of Options to management, directors, officers, including Named Executive Officers, and other employees and consultants of the Corporation and its subsidiaries. Options are granted according to the specific level of responsibility of the particular executive. The number of outstanding Options is also considered by the Board when determining the number of Options to be granted in any particular year due to the limited number of Options which are available for grant under the Stock Option Plan.

Pension Benefits

The Corporation does not provide retirement benefits for directors or Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Stock Option Plan as at the end of the Corporation's most recently completed financial year ended December 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders	N/A	N/A	716,090(1)
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	-	-	716,090

(1) Based on 10% of the total number of Shares outstanding as at December 31, 2024 which may be granted as Options under the terms of the Stock Option Plan. The Stock Option Plan was last approved by shareholders on October 14, 2022.

A summary of the material terms of the Stock Option Plan is set out under “Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans”. On December 2, 2025, the Board approved, subject to receipt of shareholder approval, certain amendments to the Stock Option Plan. See “Particulars of Matters to be Acted Upon – Approval of Amended and Restated Stock Option Plan” for further details.

INTEREST OF INFORMED PERSONS AND COMPANIES IN MATERIAL TRANSACTIONS

To the knowledge of management of the Corporation, no informed person of the Corporation or nominee for election as a director of the Corporation, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s financial year ended December 31, 2024 or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since January 1, 2024, the beginning of the Corporation’s last completed financial year, no current or former director, executive officer or employee of the Corporation, or of any of its subsidiaries, has been indebted to the Corporation or to any of its subsidiaries, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Management functions of the Corporation or any subsidiary of the Corporation are not, to any substantial degree, performed by a person other than the directors or executive officers of the Corporation or its subsidiaries.

AUDIT COMMITTEE

Pursuant to section 224 of the Business Corporations Act (British Columbia) (“BCBCA”), the Corporation is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Corporation.

The Corporation must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (“NI 52-110”), have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, the Corporation is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

Audit Committee’s Charter

The Corporation has a written charter (the “Audit Committee Charter”) which sets out the duties and responsibilities of the Audit Committee. The text of the Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The current members of the Corporation’s Audit Committee are John Seaman (Chair), James McCrea and Jan Michelle Bikic. As defined in NI 52-110, all current members are considered to be financially literate and independent members of the Audit Committee. Mr. McCrea will not be standing for re-election as a director of the Corporation at the Meeting and Mr. Smyth will be appointed as a member of the Audit Committee following the Meeting. Mr. Smyth will be a non-independent member of the Audit Committee as he is an executive officer of the Corporation.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

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A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation.

Relevant Education and Experience

Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;

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

John Seaman, (Chair)

Mr. Seaman was the Chief Financial Officer of Premier Gold Mines Limited from August 2006 to June 2012, Chief Financial Officer of Pediment Gold Corp. from April 2007 to February 2007 and Chief Financial Officer of Wolfden Resources Inc. from October 2002 to May 2007. In addition, Mr. Seaman has been a director and/or officer of various public companies and currently President and CEO of a private security company.

James McCrea

Mr. McCrea has been a professional geoscientist since 1994, and he is a member in good standing with the Engineers and Geoscientists British Columbia. He has held director and Qualified Person (P.Geo) positions with numerous companies. He gained financial literacy through experience. In accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Project, he is considered a Qualified Person.

Jan Michelle Bikic

Ms. Bikic is a highly accomplished individual with expertise in interior design, business ownership, luxury furniture sales, and investment. She holds a degree in Interior Design and has successfully owned and operated her own interior design company for two decades. Ms. Bikic is an experienced stock market investor, using her financial expertise to diversify and grow her personal portfolio in the ever-changing landscape of investment.

John "Campbell" Smyth

Mr. Smyth serves as Chairman and director of Fitzroy Minerals Inc., a company listed on the TSXV and director of Carlton Precious Inc. (formerly known as Nubian Resources Ltd.), a company listed on the TSXV. He has fifteen years of experience in managed portfolio investing (in both mutual and hedge funds) and over twenty-five years of experience in corporate financing and capital raising. Mr. Smyth received a Bachelor of Commerce degree from the University of Western Australia in 1990 and he holds the designation of an authorized securities representative granted by the Australian Securities and Investments Commission as of 2001.

In addition to each member’s general business experience, each of the Audit Committee members has the ability to read and understand financial statements and has held director and/or officer positions with other reporting issuers in the mineral exploration and mining sector where he has been actively involved in financing and fundraising activities.

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Each of the Corporation’s Audit Committee members has been a director or officer of several public companies in the natural resource sector and as a director has been responsible for approving financial statements. See “Other Directorships” below.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year ended December 31, 2024 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended December 31, 2024 has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), the exemptions in Subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), Subsection 6.1.1(5) (Events Outside Control of Member), Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board to pre-approve all non-audit services to be provided by the Auditor to the Corporation or its subsidiaries as described in the Audit Committee Charter attached as Schedule “A” to this Information Circular.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees are outlined in the following table:

Nature of Services	Fees Billed by the Auditor During the Period Ended December 31, 2024	Fees Billed by the Auditor During the Period Ended December 31, 2023
Audit Fees^{(1)}	$9,534	$8,604
Audit-Related Fees^{(2)}	$Nil	$Nil
Tax Fees^{(3)}	$Nil	$Nil
All Other Fees^{(4)}	$Nil	$Nil
Total	$9,534	$8,604

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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

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

(4) “All Other Fees” include all other non-audit services.

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Exemption in Section 6.1

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations).

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 - Disclosure of Corporate Governance Practices requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines adopted in National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”). These guidelines are not prescriptive. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interests of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Corporation’s general approach to corporate governance, summarized below, is appropriate and substantially consistent with the objectives reflected in NP 58-201.

Board of Directors

The Board is currently composed of five directors, John Campbell Smyth, James McCrea, Jan Michelle Bikic, Queenie Kuang and John Seaman. Mr. McCrea will not be standing for re-election as a director of the Corporation at the Meeting. Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. The independent members of the Board at present are James McCrea, Jan Michelle Bikic and John Seaman. The non-independent members of the Board are John Campbell Smyth and Queenie Kuang as they are executive officers of the Corporation.

The Board facilitates its independent supervision over management by having Board meetings of the independent directors of the Corporation.

Directorships

The directors of the Corporation are also currently directors of the following other reporting issuers:

Director	Reporting Issuer	Exchange
John Campbell Smyth	Carlton Precious Inc. (formerly known as Nubian Resources Ltd.)	TSXV
	Fitzroy Minerals Inc.	TSXV
	Orange Minerals NL	ASX
	Goldstone Resources Plc	AIM
James McCrea	Juggernaut Exploration Ltd.	TSXV
	Stamper Oil & Gas Corp.	TSXV
	Goldcana Resources Inc.	CSE
Jan Michelle Bikic	None	N/A
Queenie Kuang	Jayden Resources Inc.	TSXV
John Seaman	I80 Gold Corp.	TSX and NYSE
	Magna Mining Inc.	TSXV
	Wolfden Resources Corporation	TSXV
	Fitzroy Minerals Inc.	TSXV

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Orientation and Continuing Education

When new directors are appointed they receive orientation, commensurate with their previous experience, on the Corporation’s business, assets and industry and on the responsibilities of directors. Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Nomination of Directors

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

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

Compensation

Management of the Corporation will conduct an annual review of the compensation of the Corporation’s directors and executive officers and make recommendations to the Board. The Board determines compensation for the directors and executive officers.

Other Board Committees

The Board has no other committees other than the Audit Committee.

Ethical Business Conduct

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

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board does not consider that formal assessments would be useful at this stage of the Corporation’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual directors and the Audit Committee. As part of the assessments, the Board may review its mandate and conduct reviews of applicable corporate policies.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

The Board currently consists of five (5) directors. Mr. McCrea will not be standing for re-election at the Meeting. The Corporation intends to set the number of directors at four (4) and to elect four (4) directors for the ensuing year. The Board proposes to nominate the persons named in the table below for election as directors of the Corporation. Each director elected will hold office until the next annual general meeting of the Corporation or until their successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Corporation or the BCBCA or they become disqualified to act as a director.

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Management does not contemplate that any of the nominees will be unable to serve as a director. If any vacancies occur in the directors listed below, then the proxyholders named in the accompanying form of proxy intend to exercise discretionary authority to vote the Shares represented by proxy for the election of any other persons as directors.

The following table sets out the names of the persons to be nominated for election as directors, the place in which each is ordinarily resident, the positions and offices which they presently hold with the Corporation, the period of time during which each has been a director of the Corporation, their respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Name, Province or State and Country of Residence of Proposed Directors and Present Offices Held	Date Elected or Appointed a Director	Principal Occupation	Number of Shares^{(1)}
John Campbell Smyth^{(3)}
Western Australia
Chairman, Interim CEO and Director	July 28, 2025	Chairman of the Corporation since July 28, 2025; Interim CEO of the Corporation since December 1, 2025; CEO and Director of Clariden Capital Ltd. since 2007; Chairman and Director of Fitzroy Minerals Inc. since September 2, 2018; Advisor to the Phoenix Gold Fund from 2007 to 2014; and Director of Carlton Precious Inc. (formerly known as Nubian Resources Ltd.) since 2019.	1,905,400^{(2)}
Queenie Kuang
British Columbia, Canada
CFO, Corporate Secretary and Director	September 8, 2025	CFO and Corporate Secretary of the Corporation since September 8, 2025; Manager of Baron Global Financial Canada Ltd. from January 2008 to February 2025; and Independent Consultant.	Nil
Jan Michelle Bikic^{(3)}
British Columbia, Canada
Director	July 4, 2023	Self-Employed Businesswoman.	225,500
John Seaman^{(3)(4)}
Ontario, Canada
Director	December 1, 2025	Currently President and Chief Executive Officer of a private security company and is a director of I80 Gold Corp., Magna Mining, Wolfden Resources Corporation and Fitzroy Minerals Inc.; Chief Financial Officer of Premier Gold Mines Limited from August 2006 to June 2012; Chief Financial Officer of Wolfden Resources Inc. from October 2002 to May 2007. Previously a director and/or officer of various smallcap public companies.	Nil

(1) Information as to province or state and country of residence, principal occupation and voting Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(2) These Shares are held by Clariden Capital Ltd., a company owned by Mr. Smyth.

(3) Member of the Corporation’s Audit Committee. Mr. Smyth will be appointed as a member of the Audit Committee following the Meeting.

(4) Mr. Seaman was appointed a director of the Corporation on December 1, 2025.

Shareholders can vote for all of the proposed nominees, vote for some of the proposed nominees and withhold for others, or withhold votes for all of the proposed nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Corporation.

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No proposed director of the Corporation or any personal holding company of the proposed directors, is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any corporation (including the Corporation), that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No proposed director of the Corporation, or any personal holding company of the proposed directors:

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

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

No proposed director of the Corporation, or any personal holding company of the proposed directors, has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

B. Appointment of Auditor

At the Meeting, shareholders will be asked to vote for the appointment of DeVisser Gray LLP (“DeVisser”), Chartered Professional Accountants, to serve as auditor of the Corporation for the ensuing year, and to authorize the directors to fix their remuneration. Unless otherwise instructed, the named proxyholders will vote FOR the appointment of the auditor for the ensuing year, and to authorize the directors to fix their remuneration.

Effective October 1, 2025, the Corporation accepted the resignation of Adam Sung Kim Ltd. (“Adam Sung”), Chartered Professional Accountants, as the auditor of the Corporation and appointed DeVisser as the new auditor of the Corporation.

As required pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), a copy of the complete reporting package, including the Corporation’s Notice of Change of Auditor dated October 1, 2025 and letters of acknowledgement from each of DeVisser and Adam Sung, were filed on SEDAR+ and are attached to this Information Circular as Schedule “B”. There have been no Reportable Events (as such term is defined in NI 51-102)

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and no reservations or modified opinions in the auditor’s report on the Corporation’s financial statements for (i) the two most recently completed financial years ended December 31, 2024 and 2023 or, (ii) for any period subsequent thereto preceding the effective date of the resignation of Adam Sung.

C. Approval of Amended and Restated Stock Option Plan

At the annual general meeting of shareholders of the Corporation held on October 14, 2022, the shareholders approved the Stock Option Plan, adopted by the Board on March 1, 2021, which reserves a rolling maximum of 10% of the number of Shares issued and outstanding on the applicable date of grant.

On December 2, 2025, the Board approved, subject to receipt of shareholder approval, certain amendments to the Stock Option Plan to bring the Stock Option Plan into compliance with the current policies of the Exchange, to remove unnecessary restrictions under the Stock Option Plan and make other amendments of a housekeeping nature. The primary amendments to the Stock Option Plan are summarized below. A blacklined copy of the amended and restated stock option plan of the Corporation (the “Amended Stock Option Plan”) is attached to this Information Circular as Schedule “C”, indicating the changes made to the Stock Option Plan. The Amended Stock Option Plan is being submitted to shareholders at the Meeting for approval. If approved by shareholders, the Amended Stock Option Plan will become effective on the date of such shareholder approval and will replace and supersede the current Stock Option Plan.

The amendments to the Stock Option Plan include the following:

(a) revising Section 4.3 of the Stock Option Plan to clarify that disinterested shareholders of the Corporation can approve a grant of stock options that exceeds the limit, whereby the aggregate number of Shares subject to a stock option that may be granted to any one individual in any 12-month period under the Stock Option Plan shall not exceed 5% of the issued and outstanding Shares determined at the time of such grant;

(b) removing Section 4.4 of the Stock Option Plan, to eliminate the restriction that the aggregate number of Shares subject to an option that may be granted to any one consultant in any 12-month period under the Stock Option Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant;

(c) revising Section 5.1 of the Stock Option Plan, in accordance with the policies of the Exchange, to specify that the exercise price of an option may not be lower than the greater of $0.05, and the closing market price of the Shares on the Exchange on: (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock options;

(d) removing Section 5.2 of the Stock Option Plan to eliminate the minimum exercise price limitation where, if options were granted within 90 days of a public distribution by prospectus, the exercise price of a stock option could not be less than the price paid by investors for Shares acquired under the public distribution; and

(e) revising Part 8 of the Stock Option Plan, in accordance with the policies of the Exchange, to specify that, unless otherwise permitted by the Exchange, stock options may not be amended once issued.

The above summary of the amendments are qualified in their entirety to the full blacklined copy of the Amended Stock Option Plan attached as Schedule “C” to this Information Circular. Other than as described above, the terms of the Amended Stock Option Plan remain substantially the same as the Stock Option Plan as described in “Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans”.

Under the policies of the Exchange, the Amended Stock Option Plan is considered an “evergreen” plan and accordingly, the Corporation must obtain shareholder approval of the Amended Stock Option Plan and all unallocated awards under the Amended Stock Option Plan within three years after institution and within every three years thereafter. If shareholder approval is obtained at the Meeting for the Amended Stock Option Plan Resolution (as defined below), the Corporation will not be required to seek further approval for the Amended Stock Option Plan or for the grant of unallocated Options under the Amended Stock Option Plan until the Corporation’s 2029 annual meeting of shareholders (provided that such meeting is held on or prior to January 2, 2029). If the Amended Stock

17 -

Option Plan Resolution is not approved at the Meeting, the Amended Stock Option Plan will not be implemented, all currently unallocated Options under the Stock Option Plan will no longer be available for grant and previously granted Options will not be available for reallocation if they are cancelled prior to exercise, until such time as shareholder approval is obtained.

Shareholder Approval

At the Meeting, the shareholders of the Corporation will be asked to consider and vote on an ordinary resolution, with or without variation, to approve the Amended Stock Option Plan for a three-year period ending January 2, 2029 and all unallocated awards under the Amended Stock Option Plan (the “Amended Stock Option Plan Resolution”), which Amended Stock Option Plan Resolution requires approval of greater than 50% of the votes cast by the shareholders, who, being entitled to do so, vote, in person or by proxy, on the Amended Stock Option Plan Resolution at the Meeting, as follows:

“RESOLVED, as an ordinary resolution, that:

the amended and restated stock option plan (the “Amended Stock Option Plan”) of Grafton Resources Inc. (the “Corporation”), as approved by the board of directors of the Corporation (the “Board”) on December 2, 2025, substantially in the form attached as Schedule “C” to the information circular of the Corporation dated December 2, 2025, is hereby authorized and approved until January 2, 2029 and the reservation of and allowance for the issuance of up to 10% of the issued and outstanding common share capital of the Corporation (the “Shares”), from time to time, from treasury is hereby authorized and approved;
the unallocated stock options under the Amended Stock Option Plan are hereby approved and authorized and the Corporation will continue to have the ability to grant awards under the Amended Stock Option Plan and to satisfy such awards through the issuance of Shares from the treasury of the Corporation and such approval and authorization shall be effective until January 2, 2029, being the date that is three years from the date of the meeting of shareholders of the Corporation at which shareholder approval is being sought;
the Board, or any persons appointed by the Board to administer the Amended Stock Option Plan, is authorized to make such amendments to the Amended Stock Option Plan from time to time as are requested by an applicable stock exchange or as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities if required and in certain cases, in accordance with the terms of the Amended Stock Option Plan, the shareholders;
any one director or officer of the Corporation is hereby authorized to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in such director’s opinion may be necessary to give effect to the matters contemplated by these resolutions; and
notwithstanding that this resolution be passed by the shareholders of the Corporation, the Board is hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable to the Board.”

Recommendation of the Board

The Board has determined that the Amended Stock Option Plan is in the best interests of the Corporation and the shareholders and unanimously recommends that the shareholders vote in favour of the Amended Stock Option Plan Resolution. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the Amended Stock Option Plan Resolution.

The Board reserves the right to amend any terms of the Amended Stock Option Plan or not to proceed with the Amended Stock Option Plan Resolution at any time prior to the Meeting if the Board determines that it would be in the best interests of the Corporation and the shareholders to do so in light of any subsequent event or development occurring after the date of the Information Circular.

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D. Other Matters

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Shares represented by the instrument of proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca. Financial information relating to the Corporation is provided in the Corporation’s annual financial statements (the “Financial Statements”) and management’s discussion and analysis (the “MD&A”) for the financial year ended December 31, 2024. Shareholders may contact the Corporation to request copies of the Financial Statements and MD&A by email to [email protected].

DATED at Vancouver, British Columbia the 2nd day of December, 2025.

BY ORDER OF THE BOARD

“John Campbell Smyth”

Chairman, Interim CEO and Director

SCHEDULE “A”

GRAFTON RESOURCES INC.
(the “Company”)

AUDIT COMMITTEE CHARTER

ARTICLE 1
PURPOSE

1.1 The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Grafton Resources Inc. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The overall purpose of the Committee is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each member of the Committee will obtain an understanding of the responsibilities of the Committee membership as well as the Company’s business, its operations and related risks.

ARTICLE 2
COMPOSITION, PROCEDURE, AND ORGANIZATION

2.1 The Committee shall consist of at least three members of the Board, the majority of whom are not officers or employees of the Company or of an affiliate of the Company.

2.2 All members of the Committee shall be financially literate as defined in NI 52-110 – Audit Committees or any successor policy.

2.3 The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.4 Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

2.5 The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

2.6 The Committee shall have access to such officers and employees of the Company and to the Company’s external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

2.7 Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

2.8 The external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

ARTICLE 3 ROLES AND RESPONSIBILITIES

3.1 The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and interim consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Company's external auditors and assess their performance;

(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

3.2 The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit:

(i) contents of their report;

(ii) scope and quality of the audit work performed;

(iii) adequacy of the Company's financial and auditing personnel;

(iv) co-operation received from the Company's personnel during the audit;

(v) internal resources used;

(vi) significant transactions outside of the normal business of the Company;

(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

(viii) the non-audit services provided by the external auditors;

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(e) to discuss with the external auditors the quality and not just the acceptability of the Company’s accounting principles; and

(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

3.3 The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the external auditors have been implemented.

3.4 The Committee is also charged with the responsibility to:

(a) review and approve the Company’s annual and interim financial statements and related Management’s Discussion & Analysis (“MD&A”), including the impact of unusual items and changes in accounting principles and estimates;

(b) review and approve the financial sections of any of the following disclosed documents prepared by the Company:

(i) the annual report to shareholders;

(ii) the annual information form;

(iii) annual MD&A

(iv) prospectuses;

(v) news releases discussing financial results of the Company; and

(vi) other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Company’s consolidated financial statements;

(f) review the minutes of any audit committee meeting of subsidiary companies;

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(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.

3.5 Without limiting the generality of anything in this Charter, the Committee has the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Committee, and

ARTICLE 4
EFFECTIVE DATE

4.1 This Charter was implemented by the Board on March 1, 2021.

SCHEDULE "B"

GRAFTON RESOURCES INC.

CHANGE OF AUDITOR REPORTING PACKAGE

See attached.

GRAFTON RESOURCES INC.

NOTICE OF CHANGE OF AUDITOR

(National Instrument 51-102)

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

AND TO: DeVisser Gray LLP (“DeVisser Gray”)

AND TO: Adam Sung Kim Ltd. (“ASKL”)

RE: Notice of Change of Auditor pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)

Pursuant to Section 4.11 of NI 51-102, GRAFTON RESOURCES INC. (the “Company”) hereby gives notice of the change of its auditor from ASKL to DeVisser Gray. In accordance with NI 51-102, the Company hereby states that:

(1) at the request of the Company, ASKL has resigned as auditor of the Company effective October 1, 2025 (the “Resignation Date”);

(2) the Board of Directors of the Company (the “Board”) has approved the resignation of ASKL as auditor of the Company effective the Resignation Date;

(3) there were no reservations or modified opinions in the auditor’s reports on the Company’s financial statements for: (a) the two most recently completed financial years; or (b) for any period subsequent thereto for which an auditor report was issued and preceding the effective date of the resignation of ASKL;

(4) the Company’s audit committee has recommended and the Board has approved the appointment of DeVisser Gray as auditor of the Company effective October 1, 2025; and

(5) in the opinion of the Company, as at the date hereof, there have been no Reportable Events (as such term is defined in NI 51-102) for: (a) the two most recently completed financial years; or (b) for any period subsequent thereto for which an auditor report was issued and preceding the effective date of the resignation of ASKL.

DATED at Vancouver, British Columbia, this 1st day of October, 2025.

GRAFTON RESOURCES INC.

By: /s/Campbell Smyth
Campbell Smyth
Director and Chairman

Adam Kim
ADAM SUNG KIM LTD.
CHARTERED PROFESSIONAL ACCOUNTANT

10290 171A STREET
SURREY, BC, CANADA V4N 3L2

T: 604.318.5465
E: [email protected]

October 1, 2025

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

Re: Grafton Resources Inc. – Notice of Change of Auditors

As required by National Instrument 51-102, we confirm that we have reviewed the information contained in the Notice of Change of Auditors ("the Notice") issued on October 1, 2025 by Grafton Resources Inc. ("the Corporation") and, based on our knowledge of such information at this time, we agree with the information contained in the Notice.

We understand that a copy of the Notice and this letter will be provided to the shareholders of the Corporation.

Yours truly,

ADAM SUNG KIM LTD.

Adam S. Kim

DeVISSERGRAY LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

401-905 West Pender St

Vancouver BC V6C 1L6

t 604.687.5447

f 604.687.6737

October 1, 2025

British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C. V7Y 1L2

-and to-

Alberta Securities Commission
Suite 600, 250 – 5th St. SW
Calgary, Alberta T2P 0R4

-and to-

Ontario Securities Commission
20 Queen St W 20th Fl
Toronto, ON Canada M5H 3S8

Dear Sirs/Mesdames:

Re: Grafton Resources Inc. (the “Company”)
Notice Pursuant to National Instrument 51-102 – Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company’s Notice of Change of Auditor, dated October 1, 2025 and agree with the information contained therein, based upon our knowledge of the information relating to said notice and of the Company at this time.

Yours truly,

De Visser Gray LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

SCHEDULE "C"

GRAFTON RESOURCES INC.

BLACKLINE OF THE AMENDED AND RESTATED STOCK OPTION PLAN

See attached.

PRISMA
EXPLORATIONGRAFTON
RESOURCES INC. AMENDED
AND RESTATED
INCENTIVE STOCK OPTION PLAN

PART 1
INTERPRETATION

1.1 Definitions. In this Plan, the following words and phrases shall have the following meanings:

(a) “Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same person as the Company;

(b) “Board” means the board of directors of the Company and includes any committee of directors appointed by the directors as contemplated by Section 3.1;

(c) “Change of Control” means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than 50% of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;

(d) “Company” means Prisma ExplorationGrafton Resources Inc.;

(e) “Consultant” means an individual or Consultant Company, other than an Employee or Director, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate, other than services provided in relation to a distribution of securities;

(ii) provides such services under a written contract between the Company or an Affiliate;

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate; and

(iv) has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company;

(f) “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(g) “CSE” means the Canadian Securities Exchange;

(h) “Director” means any director of the Company or any of its subsidiaries;

(i) “Eligible Person” means a bona fide Director, Officer, Employee or Consultant, or a corporation wholly owned by such Director, Officer, Employee or Consultant;

(j) "Employee" means:

(i) an individual who is considered an employee of the Company or a subsidiary of the Company under the Income Tax Act (and for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary of the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(ii) an individual who works for the Company or a subsidiary of the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

(k) "Exchange" means the CSE or any other stock exchange on which the Shares are listed for trading;

(l) "Exchange Policies" means the policies, bylaws, rules and regulations of the Exchange governing the granting of options by the Company, as amended from time to time;

(m) "Expiry Date" means a date not later than 5 years from the date of grant of an option;

(n) "Income Tax Act" means the Income Tax Act (Canada), as amended from time to time;

(o) "Insider" has the meaning ascribed thereto in the Securities Act;

(p) "Investor Relations Activities" means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company

(A) to promote the sale of products or services of the Company, or
(B) to raise public awareness of the Company,

That cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii) activities or communications necessary to comply with the requirements of

(A) applicable Securities Laws,
(B) the Exchange, or
(C) the bylaws, rules or other regulatory instruments of any

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A) the communication is only through such newspaper, magazine or publication, and
(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the Exchange;

(q) “Joint Actor” means a person acting jointly or in concert with another person;
(r) “Optionee” means the recipient of an option under this Plan;
(s) “Officer” means any senior officer of the Company or any of its subsidiaries;
(t) “Plan” means this amended and restated incentive stock option plan, as amended from time to time;
(u) “Securities Act” means the Securities Act (British Columbia), as amended from time to time;
(v) “Securities Laws” means the acts, policies, bylaws, rules and regulations of the securities commissions governing the granting of options by the Company, as amended from time to time; and
(w) “Shares” means the common shares of the Company without par value.

1.2 Governing Law. The validity and construction of this Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
1.3 Gender. Throughout this Plan, whenever the singular or masculine or neuter is used, the same shall be construed as meaning the plural or feminine or body politic or corporate, and vice-versa as the context or reference may require.

PART 2
PURPOSE

2.1 Purpose. The purpose of this Plan is to attract and retain Directors, Officers, Employees and Consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under this Plan to purchase Shares.

PART 3
GRANTING OF OPTIONS

3.1 Administration. This Plan shall be administered by the Board or, if the Board so elects, by a committee (which may consist of only one person) appointed by the Board from its members.

3.2 Committee's Recommendations. The Board may accept all or any part of any recommendations of any committee appointed under Section 3.1 or may refer all or any part thereof back to such committee for further consideration and recommendation.

3.3 Board Authority. Subject to the limitations of this Plan, the Board shall have the authority to:

(a) grant options to purchase Shares to Eligible Persons;
(b) determine the terms, limitations, restrictions and conditions respecting such grant
(c) interpret this Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it shall from time to time deem advisable; and
(d) make all other determinations and take all other actions in connection with the implementation and administration of this Plan including, without limitation, for the purpose of ensuring compliance with Section 7.1, as it may deem necessary or advisable.

3.4 Grant of Option. A resolution of the Board shall specify the number of Shares that shall be placed under option to each Eligible Person; the exercise price to be paid for such Shares upon the exercise of such option; any applicable hold period; and the period, including any applicable vesting periods required by Exchange Policies or by the Board, during which such option may be exercised.

3.5 Written Agreement. Every option granted under this Plan shall be evidenced by a written agreement between the Company and the Optionee substantially in the form attached hereto as Schedule "A", containing such terms and conditions as are required by Exchange Policies and applicable Securities Laws, and, where not expressly set out in the agreement, the provisions of such agreement shall conform to and be governed by this Plan. In the event of any inconsistency between the terms of the agreement and this Plan, the terms of this Plan shall govern.

3.6 Withholding Taxes. If the Company is required under the Income Tax Act or any other applicable law to make source deductions in respect of Employee stock option benefits and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of any Shares upon the exercise of options, then any Optionee who is deemed an Employee shall:

(a) pay to the Company, in addition to the exercise price for such options, the amount

(b) authorize the Company, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Company determines a portion of the Shares issued upon the exercise of such options to realize proceeds to be used to satisfy the required tax remittance; or,
(c) make other arrangements acceptable to the Company to satisfy the required tax remittance.

PART 4

RESERVE OF SHARES

4.1 Sufficient Authorized Shares to be Reserved. A sufficient number of Shares shall be reserved by the Board to permit the exercise of any options granted under this Plan. Shares that were the subject of any option that has lapsed or terminated shall thereupon no longer be in reserve and may once again be subject to an option granted under this Plan.

4.2 Maximum Number of Shares Reserved. Unless authorized by the shareholders of the Company, this Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not result, at any time, in the number of Shares reserved for issuance pursuant to options exceeding 10% of the issued and outstanding Shares as at the date of grant of any option under this Plan.

4.3 Limits with Respect to Individuals. The Unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange, the aggregate number of Shares subject to an option that may be granted to any one individual in any 12-month period under this Plan shall not exceed 5% of the issued and outstanding Shares determined at the time of such grant.

4.4 Limits with Respect to Consultants. The aggregate number of Shares subject to an option that may be granted to any one Consultant in any 12-month period under this Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant.

4.5 4.5 Limits with Respect to Investor Relations Activities. The aggregate number of Shares subject to an option that may be granted to any one person conducting Investor Relations Activities in any 12-month period under this Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant.

PART 5

CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS

5.1 Exercise Price. Subject to Section 5.2, the The exercise price of an option may not be lower than the greater of $0.05, and the closing market price of the Shares on the Exchange on: (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock options, less any applicable discount allowed by the Exchange.

5.2 Exercise Price if Distribution. If any options are granted within 90 days of a public distribution by prospectus, then the minimum exercise price shall be the greater of that specified in Section 5.1 and the price per share paid by the investors for Shares acquired under the public distribution. The 90-day period shall commence on the date the Company is issued a final receipt for the

the Board which shall not be later than the Expiry Date.

5.4 Different Exercise Periods, Prices and Number. The Board may, in its absolute discretion, upon granting an option under this Plan and subject to the provisions of Section 5.3, Sections 5.1 and 5.2, specify a particular time period or periods following the date of granting such option during which the Optionee may exercise the option, and the Board may designate the exercise price and the number of Shares in respect of which such Optionee may exercise the option during each such time period.

5.3 5.5 Vesting Provisions. The Board may, in its absolute discretion, determine the vesting provisions of options granted under this Plan with the exception that options granted to any person engaged in Investor Relations Activities shall vest in stages over 12 months with no more than $\frac{1}{4}$ of the stock options vesting in any three-month period.

5.4 5.6 Ceasing to Hold Office – Directors and Officers. If a Director or Officer ceases to hold office for any reason other than death, such Director or Officer shall have the right to exercise any vested option granted to him under this Plan and not exercised prior to such cessation of office within a period of 90 days after the date of such cessation of office, or such shorter period as may be set out in the Optionee's written agreement.

5.6 Termination of Employment or Engagement – Employees and Consultants. If an Employee or Consultant ceases to be so engaged by the Company for any reason other than death, such Employee or Consultant shall have the right to exercise any vested option granted to him under this Plan and not exercised prior to such cessation of office within a period of 30 days after the date of such termination, or such shorter period as may be set out in the Optionee's written agreement.

5.7 Termination of Investor Relations Activities. If an Optionee who is engaged in Investor Relations Activities ceases to be so engaged by the Company, such Optionee shall have the right to exercise any vested option granted to the Optionee under this Plan and not exercised prior to such termination within a period of 30 days after the date of termination, or such shorter period as may be set out in the Optionee's written agreement.

5.8 Death of Optionee. If an Optionee dies prior to the expiry of an option, his heirs or administrators may within 12 months from the date of the Optionee's death exercise that portion of an option granted to the Optionee under this Plan which remains vested and outstanding.

5.9 Assignment. No option granted under this Plan or any right thereunder or in respect thereof shall be transferable or assignable otherwise than as provided for in Section 5.7.

5.10 Notice. Options shall be exercised only in accordance with the terms and conditions of the written agreements under which they are granted and shall be exercisable only by notice in writing to the Company substantially in the form attached hereto as Schedule "B".

5.11 Payment. Options may be exercised in whole or in part at any time prior to their lapse or termination. Shares purchased by an Optionee upon the exercise of an option shall be paid for in full in cash at the time of their purchase.

PART 6 CHANGES IN OPTIONS

are then subject to option shall be adjusted accordingly.

6.2 Stock Dividend. In the event that the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for option and the price payable for any Shares that are then subject to option may be adjusted by the Board to such extent as it deems proper in its absolute discretion.

6.2 Effect of a Take-Over Bid. If a bona fide offer to purchase Shares (an "Offer") is made to an Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of Section 1(1) of the Securities Act, the Company shall, upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Shares subject to option (the "Option Shares") shall become vested and such option may be exercised in whole or in part by such Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein including any extensions thereof; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become vested pursuant to Section 3.4 shall be reinstated. If any Option Shares are returned to the Company under this Section 6.3, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

6.3 Acceleration of Expiry Date. If, at any time when an option granted under this Plan remains unexercised with respect to any unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of options granted under this Plan vested, and declare that the Expiry Date for the exercise of all unexercised options granted under this Plan is accelerated so that all options shall either be exercised or shall expire prior to the date upon which Shares must be tendered pursuant to the Offer.

6.4 Effect of a Change of Control. If a Change of Control occurs, all outstanding options shall become vested, whereupon such options may be exercised in whole or in part by the applicable Optionee.

6.5 Other Stock Exchange Listing. In the event that the Company applies or intends to apply for listing on a stock exchange other than the CSE and, based on the policies and requirements of the other stock exchange, the Company believes that any or all options granted hereunder will not be accepted or approved by the other stock exchange, then the Company may, in its sole discretion, immediately cancel any or all options that remains outstanding to meet the listing requirements of the other stock exchange. If the Company cancels any such options pursuant to this Section 6.6, then no compensation will be owed by the Company to the applicable Optionee.

6.6 Approval and Cancellation. In the event that approval from the CSE or other stock exchange, as applicable, is not received for the grant of any options hereunder, each Optionee agrees that the

cancels any of such options pursuant to this Section 6.7, then no compensation shall be owed by the Company to the applicable Optionee.

PART 7

SECURITIES LAWS AND EXCHANGE POLICIES

7.1 Securities Laws and Exchange Policies Apply. This Plan and the granting and exercise of any options hereunder are also subject to such other terms and conditions as are set out from time to time in applicable Securities Laws and Exchange Policies and such terms and conditions shall be deemed to be incorporated into and become a part of this Plan. In the event of an inconsistency between such terms and conditions and this Plan, such terms and conditions shall govern. In the event that the Shares are listed on a new stock exchange, in addition to the terms and conditions set out from time to time in applicable Securities Laws, the granting or cancellation of options shall be governed by the terms and conditions set out from time to time in the policies, bylaws, rules and regulations of the new stock exchange and unless inconsistent with the terms of this Plan, the Company shall be able to grant or cancel options pursuant to the policies, bylaws, rules and regulations of such new stock exchange without requiring shareholder approval.

PART 8

AMENDMENT

8.1 Board May Amend. The Board may, by resolution, amend or terminate this Plan, but no such amendment or termination shall, except with the written consent of the Optionees concerned, affect the terms and conditions of options previously granted under this Plan which have not then lapsed, terminated or been exercised.

8.2 Exchange Approval. Any amendment to this Plan or options granted pursuant to this Plan shall not become effective until such Exchange and shareholder approval as is required by Exchange Policies and applicable Securities Laws has been received.

8.3 Amendment to Insider's Options. Any amendment to options held by Insiders which results in a reduction in the exercise price of the options at the time of the amendment shall be conditional upon obtaining disinterested shareholder approval for that amendment. Options. Unless otherwise permitted under the policies of the Exchange, the terms of a stock option may not be amended once issued.

PART 9

EFFECT OF PLAN ON OTHER COMPENSATION OPTIONS

9.1 Other Options Not Affected. This Plan is in addition to any other existing stock options granted prior to and outstanding as at the date of this Plan and shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Employees and Consultants.

PART 10

OPTIONEE'S RIGHTS AS A SHAREHOLDER

10.1 No Rights Until Option Exercised. An Optionee shall be entitled to the rights pertaining to share ownership, such as to dividends, only with respect to Shares that have been fully paid for and issued to the Optionee upon the exercise of an option.

11.1 Effective Date. This Plan shall amend and restate the previous incentive stock option plan of the Company and shall become effective upon its approval by the Board shareholders of the Company.

SCHEDULE “A”

INCENTIVE STOCK OPTION AGREEMENT

Prisma ExplorationGrafton Resources Inc. (the “Company”) hereby grants the undersigned (the “Optionee”) incentive stock options to purchase common shares of the Company (the “Options”) in accordance with the Company’s amended and restated stock option plan, as amended from time to time (the “Plan”), according to the following terms. The Optionee acknowledges that the grant of Options is subject to (a) the Plan; (b) the regulations and provisions of the British Columbia Securities Commission, the Ontario Securities Commission and any other applicable provincial securities commission; and (c) the approval of the Canadian Securities Exchange or other stock exchange, as applicable.

Name of Optionee:

Address:

Telephone Number:

Email Address:

Position with the Company:

Number of Options:

Exercise Price:

Date of Grant:

Expiry Date:

Vesting Schedule: All of the Options shall vest immediately, unless otherwise described in the table below.

Period	% of Shares Vested

IN WITNESS WHEREOF, the Company and Optionee have caused this Agreement to be duly executed as of the date first written above.

PRISMA EXPLORATION INC. GRAFTON RESOURCES INC.

Per:

SCHEDULE "B"

PRISMA EXPLORATIONGRAFTON
RESOURCES INC.
EXERCISE NOTICE

The undersigned hereby subscribes for _ common shares of Prisma ExplorationGrafton Resources Inc. (the “Company”) at a price of _ per share for a total amount of $ (the “Exercise Price”) pursuant to the provisions of the Incentive Stock Option Agreement entered into between the undersigned and the Company dated __, 20____.

Date

Signature

Name

Address

Telephone Number

Email Address

AI assistant

Grafton Resources Inc. — Proxy Solicitation & Information Statement 2025

48063_rns_2025-12-09_3f732da6-ff62-4a9c-927a-468b8d85902c.pdf

GRAFTON RESOURCES INC.

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JANUARY 2, 2026

SOLICITATION OF PROXIES

PERSONS OR COMPANIES MAKING THE SOLICITATION

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

REVOCABILITY OF PROXY

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Table of Compensation Securities

Exercise of Compensation Securities by Directors and Named Executive Officers

Stock Option Plans and Other Incentive Plans

Administration

Eligible Optionees

Number of Shares Issuable

Limits on Participation

Exercise Price of Options

Material Terms of the Stock Option Plan

Amendment or Termination of the Stock Option Plan

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Philosophy

Base Salary

Option-based Awards

Pension Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INTEREST OF INFORMED PERSONS AND COMPANIES IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption in Section 6.1

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Orientation and Continuing Education

Nomination of Directors

Compensation

Other Board Committees

Ethical Business Conduct

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

C. Approval of Amended and Restated Stock Option Plan

Shareholder Approval

Recommendation of the Board

ARTICLE 3 ROLES AND RESPONSIBILITIES

PART 4

PART 5

PART 7

PART 8

PART 9

PART 10

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Grafton Resources Inc. Proxy Solicitation & Information Statement 2025