Helius Minerals Limited — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

HELIUS MINERALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the "Meeting") of the shareholders of HELIUS MINERALS LIMITED (the "Company") will be held at Suite 400 - 837 West Hastings Street, Vancouver, British Columbia V6C 3N6, on Friday, the 19th day of December 2025 at 4:00 p.m. local time for the purposes set forth in the following.

1. To receive the audited financial statements of the Company for the fiscal year ending December 31, 2024 together with the auditor's report thereon.
2. To fix the number of directors at four (4) and to elect directors for the ensuing year.
3. To re-appoint HLB Mann Judd, Chartered Accountants, as the auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration.
4. To consider and, if thought fit, pass an ordinary resolution approving the Company’s Amended and Restated Stock Option Plan, as more particularly described in the accompanying management information circular (the “Information Circular”).
5. To transact such other business as may properly come before the Meeting and any postponement or adjournment thereof.

Accompanying this Notice is the Information Circular, a form of Proxy or Voting Instruction Form (as applicable) and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

The Company’s audited financial statements, report of the auditor and related management’s discussion & analysis will be made available at the Meeting, and were mailed to those registered and beneficial shareholders of the Company who requested them. The audited financial statements are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca.

A registered shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the notes accompanying the instrument of proxy enclosed and then complete and return the proxy within the time set out in the notes. As set out in the notes, the enclosed instrument of proxy is solicited by management, but you may amend it, if you so desire, by inserting in the space provided the name of the person you wish to represent you at the Meeting. Non-registered shareholders of the Company should carefully follow the instructions received in respect of voting shares of the Company that they beneficially own, as more fully described under “Advice to Beneficial Holders of Shares” in the Information Circular.

DATED at Vancouver, British Columbia, this 14th day of November, 2025.

BY ORDER OF THE BOARD

“Christian Grainger”

CHRISTIAN GRAINGER

President & CEO

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HELIUS MINERALS LIMITED

INFORMATION CIRCULAR

FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

(containing information as at November 14, 2025 unless indicated otherwise)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Helius Minerals Limited (the “Company”) for use at the annual general meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”), to be held on Friday, the 19th day of December 2025 at Suite 400-837 West Hastings Street, Vancouver, BC V6C 3N6 at 4:00 p.m. local time and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment 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 or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse Shareholders’ nominees or agents (including brokers holding common shares of the Company (“Common 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 Company. None of the directors of the Company (the “Directors”) have advised management in writing that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying instrument of proxy are Directors or officers of the Company. A Shareholder of the Company has the right to appoint some other person or company (who need not be a Shareholder) to attend and act for the Shareholder and on the Shareholder’s behalf at the Meeting other than the person or company named in the enclosed instrument of proxy. To exercise this right, a Shareholder shall strike out the names of the person or company named in the instrument of proxy and insert the name of the Shareholder’s nominee in the blank space provided, or complete another instrument of proxy. The completed instrument of proxy must be dated and signed and the duly completed instrument of proxy must be deposited at the Company’s transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays.

The instrument of proxy must be signed by the Shareholder or by his duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarially-certified copy thereof. If the Shareholder is a corporation, the instrument of proxy must be signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the case may be, or a notarially-certified copy thereof. The chairman of the Meeting has discretionary authority to accept proxies which do not strictly conform to the foregoing requirements.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy by (a) signing a proxy bearing a later date and depositing it at the place and within the time aforesaid, (b) signing and dating a written notice of revocation (in the same manner as the instrument of proxy is required to be executed as set out in the notes to the instrument of proxy) and either depositing it at the place and within

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the time aforesaid or with the chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a Shareholder present in person, whereupon such proxy shall be deemed to have been revoked.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the Common Shares in respect of which they are appointed and, where directions are given by the Shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the instrument of proxy, it is intended that such Common Shares will be voted in favour of the resolutions placed before the Meeting by management and for the election of the management nominees for Directors and auditor, as stated under the headings in this Information Circular. The instrument of proxy enclosed, when properly completed and deposited, confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting. At the time of printing of this Information Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any such amendments, variations or other matters should properly come before the Meeting, the proxies hereby solicited will be voted thereon in accordance with the best judgement of the nominee.

ADVICE TO BENEFICIAL HOLDERS OF SHARES

The information set forth in this section is of significant importance to many Shareholders who do not hold their Common Shares in their own name. Only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in your account statement provided by your broker, then in almost all cases those Common Shares will not be registered in your name on the Company's records. Such Common Shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co., the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms. Common Shares registered in the name of your broker or its nominee can only be voted by the broker or nominee, and can only be voted by them in accordance with your written instructions. Without specific instructions, your broker or their nominee is prohibited from voting your Common Shares.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of a Shareholders' meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your Common Shares are voted at the Meeting. In some cases, a form of proxy is supplied by your broker that is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to other parties, who mail a scannable voting instruction form (the "Voting Instruction Form") in lieu of the form of proxy provided by the Company. The Voting Instruction Form will name the same persons as the proxy to represent the Shareholder at the Meeting. A Shareholder has the right to appoint a person (who need not be a Shareholder of the Company) other than the persons designated in the Voting Instruction Form, to represent the Shareholder at the Meeting. To exercise this right, the Shareholder should insert the name of the desired representative in the blank space provided in the Voting Instruction Form. You are asked to complete and return the Voting Instruction Form by mail or facsimile. Alternatively, you can provide your voting instructions by telephone or internet by following the instructions contained in the Voting Instruction Form. The results of all voting instructions received are tabulated, and appropriate instructions are provided respecting the voting of Common Shares to be represented at the Meeting. If you receive a Voting Instruction Form, it cannot be used as a proxy to vote Common Shares directly

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at the Meeting. It must be returned in accordance with the instructions therein well in advance of the Meeting in order to have the Common Shares voted, or to appoint an alternative representative to attend at the Meeting in person to vote such Common Shares.

The Company is not sending proxy-related materials to the Registered and Beneficial Shareholders using the notice-and-access procedure described in NI 54-101 and National Instrument 51-102 Continuous Disclosure Obligations. The Company will not be paying for intermediaries to deliver to objecting beneficial owners ("OBOs") (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBOs intermediary assumes the costs of delivery.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no individual who has been a Director or executive officer of the Company at any time since the beginning of the Company's last financial year nor any proposed nominee for election as a Director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of Directors or the appointment of auditors.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without par value, each carrying the right to one vote. Only Shareholders of record at the close of business on November 14, 2025 (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting.

As at the Record Date and the date hereof, there were 38,479,095 Common Shares issued and outstanding, each carrying the right to one vote. Each Shareholder is entitled to one vote for each Common Share registered in his name on the list of Shareholders, which is available for inspection during normal business hours at the Transfer Agent and at the Meeting.

To the knowledge of the Directors and senior officers of the Company, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as of the close of business on November 14, 2025, other than:

Name of Shareholder	Number of Common Shares	Percentage of Issued and Outstanding
Christian Grainger	6,130,580	15.93%
Evan Jones	4,161,146(1)	10.81%

Note:
1. In an abundance of caution, and solely due to his role as a director of UT International Pte Ltd. and Synacy Inc., Mr. Jones is reporting perceived control over 1,139,461 Common Shares (held by UT International Pte Ltd.) and 2,000,000 Common Shares (held by Synacy Inc.). Mr. Jones abstains from, and does not participate in, any decisions relating to the voting or disposition of these securities. Mr. Jones also discloses 1,020,685 Common Shares registered in his name but held beneficially for a family trust- the Cebu Trust. Mr. Jones is not the trustee, does not control the trustee, and has no authority over the voting or disposition of these shares. Accordingly, Mr. Jones does not have control or direction over any of the interests disclosed.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than transactions carried out in the normal course of business of the Company or any of its affiliates, none of the Directors or executive officers of the Company, a proposed management nominee for election as a Director of the Company, any Shareholder beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company nor an associate or affiliate of any of the foregoing persons had since December 31, 2024 (the commencement of the Company’s last completed financial year) any material interest, direct or indirect, in any transactions which materially affected the Company or any of its subsidiaries or in any proposed transaction which has or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company and its subsidiaries are, to any substantial degree, performed other than by their respective directors or executive officers.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

For the purposes of this Statement of Executive Compensation:

“Board” means the board of Directors of the Company;

“CEO” of the Company means each individual who served as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the financial year ended December 31, 2024;

“CFO” of the Company means each individual who served as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the financial year ended December 31, 2024;

“Company” means Helius Minerals Limited;

“Director” means a director of the Company;

“executive officer” of the Company means an individual who is the chair or vice-chair of the Board, the President, a Vice-President in charge of a principal business unit, division or function including sales, finance or production, or an individual performing a policy-making function in respect of the Company;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan; and

“Named Executive Officers” means:

(a) each CEO;

(b) each CFO;

(c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the financial

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year ended December 31, 2024 whose total compensation was, individually, more than $150,000, as determined in prescribed manner, for that financial year; and

(d) each individual who would have been included under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the financial year ended December 31, 2024.

Compensation Discussion and Analysis

The primary objectives of the Company’s compensation strategy are: (i) to provide fair compensation to the Company’s executive officers, in light of their qualifications, experience and duties with the Company and compensation received by their industry peers, (ii) to provide incentive to executive officers to sustain and improve corporate performance, and (iii) generally to align the interests of the executive officers and senior employees with those of the Shareholders. The strategy is also intended to ensure that the Company has in place programs to attract, retain and develop management of a high calibre and provide a process for the orderly succession of management.

The process for determining executive compensation is straightforward. The Company does not have a compensation committee and compensation is discussed and awarded by the Board without reference to any specific pre-determined goals, benchmarks or other criteria. As the Company’s Chief Executive Officer is a member of the Board, executive officers have a degree of input into compensation issues considered by the Board. The primary goal in making specific compensation awards is to reward performance, both individually and corporately, and to provide incentive for future performance.

In keeping with the relatively simple compensation structure adopted by most venture issuers, the Company’s executive compensation has two primary components: cash compensation and incentive stock options. Cash compensation is given only to the Company’s Chief Executive Officer and Chief Financial Officer, and is determined by the Board. The primary goal in setting cash compensation is to provide sufficient compensation to motivate the recipient to continue with the Company. Otherwise, cash compensation is determined primarily on an ad hoc basis for both incumbent executive officers and new hires. The amounts paid to Named Executive Officers for the financial year ended December 31, 2024 as disclosed in the Summary Compensation Table below, were considered appropriate in meeting the Company’s compensation objectives for the year. It is anticipated that the Company’s future compensation awards will continue to be influenced by the objectives of the Company to reward performance and provide incentive, set forth in the foregoing.

Stock options are awarded by the Board on an ad hoc basis and are weighted more towards the incentive element of the Company’s compensation strategy. The Company considers the use of stock options to be significant in attracting, motivating and retaining employees at all levels. The Company has adopted a formal stock option plan, as amended (the “Existing Plan”) under which specific option grants are made. In making specific grants to individuals, a number of factors are considered including, but not limited to (i) the number of previous grants made to the individual, (ii) a fair balance between the number of options held by the individual and the other executives and employees of the Company, in light of their respective duties and responsibilities, and (iii) the value of the options as a component of the individual’s overall compensation package. Total awards are also limited by the number of options available for grant from time to time under the Plan. Options awarded to a specific Director are not voted on by that Director. The executive officers of the Company, namely Christian Grainger (President and CEO), Evan Jones (Chairman) and Brian Cole (CFO) are each also a Director and therefore participate in the setting or amending of the equity incentive plan of the Company under which a share-based or option-based award is granted, including reviewing and approving the general compensation philosophy and guidelines for all directors and executive officers and incentive plan design.

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Summary Compensation Table

Particulars of compensation paid to each Named Executive Officer in the last three completed financial years is set out in the summary compensation table below. All amounts are in US dollars, unless otherwise stated.

Name and principal position	Year	Salary ($)	Share-based awards ($)	Option-based awards(1) ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
Christian Grainger(2)	2024	86,333	Nil	44,338	Nil	Nil	Nil	Nil	130,671
CEO, President and Director	2023	66,914	Nil	Nil	Nil	Nil	Nil	Nil	66,914
Brian Cole(3)	2024	9,937	Nil	14,779	Nil	Nil	Nil	Nil	24,716
CFO and Director	2023	13,893	Nil	Nil	Nil	Nil	Nil	Nil	13,893
	2022	33,973	Nil	Nil	Nil	Nil	Nil	Nil	33,973
Evan Jones(4)	2024	53,507	Nil	35,470	Nil	Nil	Nil	Nil	88,977
Chairman and Director	2023	43,171	Nil	Nil	Nil	Nil	Nil	Nil	43,171
	2022	17,544	Nil	Nil	Nil	Nil	Nil	Nil	17,544
Kerry Griffin	2024	Nil	Nil	5,912	Nil	Nil	Nil	Nil	5,912
Former CEO(5)	2023	11,555	Nil	Nil	Nil	Nil	Nil	Nil	11,555
	2022	16,192	Nil	Nil	Nil	Nil	Nil	Nil	16,192
John Jones(6)	2024	Nil	Nil	5,912	Nil	Nil	Nil	Nil	5,912
Former Chairman	2023	3,984	Nil	Nil	Nil	Nil	Nil	Nil	3,984
	2022	17,544	Nil	Nil	Nil	Nil	Nil	Nil	17,544

Notes:
1. During the year ended December 31, 2024, the Company granted stock options with a total grant date fair value of $135,970, calculated using the Black-Scholes valuation model in accordance with IFRS 2. Of this amount, $109,366 relates to options granted to NEOs and Directors. No stock options were exercised during the year.
2. Mr. Grainger was appointed as CEO, President and a Director on April 12, 2023.
3. Mr. Cole was appointed as Director on December 8, 2020, as CFO on May 17, 2022, and Corporate Secretary on May 4, 2022. He subsequently resigned as Corporate Secretary on April 12, 2023. Mr. Cole's management fee for his services provided as CFO was paid to Cole Advisory, a related party with a Director and Officer in common.
4. Mr. Evan Jones was appointed as a Director on September 15, 2011 and Chairman on April 12, 2023.
5. Kerry Griffin was appointed as CEO on May 4, 2022 and subsequently resigned on April 12, 2023.
6. Mr. John Jones was appointed as a Director on December 15, 2011 and resigned on April 12, 2023.

Incentive Plan Awards

Incentive plan awards fall into three categories, share-based awards, option-based awards and non-equity awards. The following tables set forth particulars of share-based and option-based awards outstanding at the financial year ended December 31, 2024.

Outstanding Share-Based Awards and Option-Based Awards

Name	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price(1) (CS)	Option expiration date (yyyy-mm-dd)	Value of unexercised in-the-money options(2) ($)	Number of shares or units of shares that have not vested(3) (#)	Market or payout value of share-based awards that have not vested ($)
Evan Jones	600,000	0.15	2026-02-20	Nil	N/A	N/A
John Jones	100,000	0.15	2026-02-20	Nil	N/A	N/A
Brian Cole	250,000	0.15	2026-02-20	Nil	N/A	N/A
Christian Grainger	750,000	0.15	2026-02-20	Nil	N/A	N/A

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Name	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price(1) (C$)	Option expiration date (yyyy-mm-dd)	Value of unexercised in-the-money options(2) ($)	Number of shares or units of shares that have not vested(3) (#)	Market or payout value of share-based awards that have not vested ($)
Kerry Griffin	100,000	0.15	2026-02-20	Nil	N/A	N/A

Notes:
1. Option exercise price expressed in Canadian dollars.
2. "In-the-money options" means options that have an exercise price that is lower than the market value of the Common Shares on December 31, 2024. The closing price of the Common Shares at the financial year ended December 31, 2024 was $0.12.
3. Options were granted and remained outstanding during the year ended December 31, 2024. All options vested immediately upon grant, and no options was exercised during that year.

All options granted during the year ended December 31, 2024 vested immediately upon grant. No options were exercised during the year.

Director Compensation

Summary Compensation Table for Directors

The following table sets forth the details of all compensation provided to the Directors, other than the Named Executive Officers, during the financial year ended December 31, 2024:

Name	Fees Earned ($)	Share- based Awards ($)	Option- based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Matt Hardisty	Nil	N/A	14,779	N/A	N/A	Nil	14,779

Notes:
1. Christian Grainger, Brian Cole and Evan Jones are Directors and disclosure regarding their compensation can be found in the table above titled "Summary Compensation Table".
2. Mr. Hardisty was not re-elected to the Board of Directors and accordingly ceased to serve as a Director effective April 29, 2025.

Outstanding Share-Based Awards and Option-Based Awards

Name	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised options(1) (#)	Option exercise price(2) ($)	Option expiration date (yyyy-mm-dd)	Value of unexercised in-the-money options(3) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Matt Hardisty	250,000(4)	0.15	2026-02-20	Nil	N/A	N/A

Notes:
1. The options in the table above reflect the post consolidated amount following the Company's share consolidation on March 11, 2022.
2. Option exercise price expressed in Canadian dollars.
3. "In-the-money options" means options that have an exercise price that is lower than the market value of the Common Shares on December 31, 2024. The closing price of the Common Shares at the financial year ended December 31, 2024 was $0.12.
4. As of November 14, 2025, Matt Hardisty's options have been exercised.

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CORPORATE GOVERNANCE

General

"Corporate Governance" refers to the process and structure used to direct and manage the business and affairs of a corporation. The objective is to enhance Shareholder value, including ensuring the financial viability of the business. Corporate governance processes and structures define the division of power among the Shareholders, the Board of Directors (the "Board") and management, and establish ways to ensure accountability. They also take into account how the direction and management of the business will affect other stakeholders such as employees, customers, suppliers and communities.

The Canadian Securities Administrators have adopted two National Instruments, 58-201 Corporate Governance Guidelines ("NI 58-201") and 58-101 Disclosure of Corporate Governance Practices ("NI 58-101").

NI 58-201 sets forth a set of guidelines or "best practices" for reporting issuers to consider when evaluating their own corporate governance practices. Recognizing that not all of the guidelines set forth in NI 58-201 will be appropriate for all companies, full implementation of the guidelines is not mandated by either NI 58-201 or the TSX Venture Exchange (the "TSX-V"). NI 58-101 mandates the disclosure of the corporate governance practices actually implemented by a reporting company, in certain prescribed disclosure documents.

As the business of the Company is straightforward, the Company is at an early stage of development and the Board is relatively small, the Company's Corporate Governance practices are at an early stage of evolution. The following describes the Company's approach to corporate governance, in compliance with NI 58-101.

Board of Directors

The Board will consist of a total of four Directors, namely: Christian Grainger, Evan Jones, Samuel Clarke, and Brian Cole. Christian Grainger is not independent in that he is the President and CEO of the Company. Brian Cole is not independent in that he is the CFO of the Company. Evan Jones is not independent in that he is the Chairman of the Company. Accordingly, the Board will have three Directors who are not independent and one Director who will be independent.

In carrying out its responsibilities, the Board has no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual members of its management team to act in the best interests of the Company and its Shareholders.

Directorships

None of the Directors are presently a Director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction in Canada or a foreign jurisdiction.

Orientation and Continuing Education

Although the Company does not have a formal orientation process for new members of the Board, the Company orients and educates new Board members by providing background information, conducting personal meetings and responding to questions during the early stages of a new Board member's involvement with the Company.

While the Company does not have a formal process of continuing education for Directors, the Company expects existing and new Board members to have a familiarity with the business of minerals exploration and development. Professional advisors may be invited to attend Board meetings, as needed. The Company also relies on the relatively straightforward nature of its business, and the established qualifications and expertise of its Board members.

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Ethical Business Conduct

The Board does not currently have a Code of Business Conduct in place, but relies on the integrity of its Board members, and its management team to encourage a culture of ethical business practices. Any suspicion of unethical practices will be brought to the attention of the Board.

In considering a transaction in which a Director has a material interest, the Director is required to disclose the nature and extent of his interest to the Board and to abstain from voting on any resolution pertaining to the transaction.

Nomination of Directors

The Board does not have a Nominating Committee to identify new candidates for Board nomination and the process for identifying new candidates for Board nomination is done informally by the current Directors. Potential candidates for appointment to the Board are considered by the entire Board.

Compensation

The Board does not have a compensation committee. The whole Board reviews the compensation paid to Management and Directors. Further particulars concerning the compensation of the Company’s Directors and officers are set forth under “Compensation Discussion and Analysis”.

Other Board Committees

The Board has no committees other than the Company’s audit committee (the “Audit Committee”).

Assessments

The Board has no specific procedures for regularly assessing the effectiveness and contribution of the Board, its committees or individual Directors. As the business of the Company is relatively straightforward and its Board relatively small, it is expected that a significant lack of performance on the part of a committee or individual Director would be readily apparent, and could be dealt with on a case-by-case basis. With respect to the Board as a whole, the board monitors its performance on an on-going basis, and, as part of process, considers the overall performance of the Company and input from its Shareholders.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance in effect as of the financial year ended December 31, 2024:

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Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders^{(1)}	2,200,000^{(2)}	$0.15	1,192,909
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total:	2,200,000	$0.15	1,192,909

Note:
1. See “Existing Stock Option Plan” below for the material features of the equity compensation plan approved by security holders.
2. These options will expire on February 20, 2026.

Existing Stock Option Plan

At the previous annual general meeting of the Company held on April 29, 2025, the Shareholders approved the Existing Plan, which is considered a “rolling” stock option plan since it reserves a maximum of 10% of the issued and outstanding shares of the Company (the “Outstanding Shares”) at the time of grant or issuance thereunder, enabling the directors to grant options to employees, directors and officers of the Company and persons providing ongoing services to the Company. The following information is intended as a brief description of the Existing Plan, and is qualified in its entirety by the full text of the Existing Plan. Unless otherwise specified, capitalized terms are as defined in the Existing Plan. The material features of the Existing Plan are as follows:

1. options granted under the Existing Plan are non-assignable and may be granted for a term not exceeding that permitted by the TSX-V, currently ten years.
2. the Existing Plan is administered by the Board or, if the Board so designates, a committee of the Board appointed in accordance with the plan to administer the plan;
3. the maximum number of shares in respect of which options may be outstanding under the Existing Plan at any given time is equivalent to 10% of the Outstanding Shares at that time;
4. upon an optionee ceasing to hold any position with the Company which would qualify a person to receive an option under the terms of the Existing Plan, the optionee’s option shall terminate upon the expiry of such reasonable period of time following termination, not to exceed twelve months, as has been fixed by the plan administrator. Also, an option granted under the Existing Plan will terminate one year following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
5. as long as required by the rules and policies of the TSX-V (the “Exchange Policies”), no one individual may receive options on more than 5% of the Outstanding Shares in any 12 month period, the insiders as a group may not receive options on a number of shares exceeding 10% of the Outstanding Shares in any 12 month period, no one consultant may receive options on more than 2% of the Outstanding Shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12 month period and must vest in stages over a minimum period of 12 months;

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• the exercise price of options is subject to the discretion of the plan administrator, provided however that options may not be granted at prices that are less than the Discounted Market Price as defined in the Exchange Policies. Discounted Market Price generally means, subject to certain exceptions, the most recent closing price of the Company’s shares on the TSX-V, less a discount of from 15% to 25% depending on the trading value of the Company’s shares;

• any amendment of the terms of an option shall be subject to any required regulatory and shareholder approvals;

• options granted under the Existing Plan are not assignable, negotiable or otherwise transferable other than by will or the laws of descent and distribution and, subject to the terms of the Existing Plan, are exercisable only by the optionee and his or her legal heirs or personal representatives;

• the Existing Plan does not provide for any financial assistance or support to be provided to optionees by the Company or any affiliated entity of the Company to facilitate the purchase of shares under the Existing Plan;

• the Existing Plan was amended by the Board on May 21, 2025 pursuant to the request of the TSX-V to conform with the requirements of TSX-V Policy 4.4 - Security Based Compensation wherein, among other things: the 10% limit on security based compensation issued or granted to insiders as a group was clarified; a new subsection pertaining to the 10% limit on security based compensation issued or granted to insiders as a group in any 12-month period in accordance was added; a requirement to obtain disinterested Shareholder approval of any decrease in the exercise price of or extensions to stock options granted to individuals that are insiders at the time of the proposed amendment was added; and any adjustment, other than in connection with a share consolidation or share split, to options granted or issued under the Existing Plan, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization were specified to be subject to the prior acceptance of the TSX-V.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, there was no indebtedness owing to the Company any of its subsidiaries or to another entity from any current or former Director, executive officer or employee of the Company which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or

(ii) is indebted to another entity and such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.

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AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following.

The Company’s Audit Committee is governed by an Audit Committee Charter. A copy of the Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Following the Meeting, the Company’s Audit Committee is expected to be comprised of Evan Jones, Samuel Clarke, and Brian Cole. As defined in NI 52-110, Samuel Clarke is “independent”. Evan Jones and Brian Cole are not independent members of the audit committee as both individuals are executive officers of the Company. Also as defined in NI 52-110, all of the Audit Committee members are “financially literate”. The experience of the Audit Committee members is set forth in the following.

Evan Jones

Mr. Jones is an accomplished corporate director and commercial executive with over 20 years of experience in corporate advisory, governance, and business development across the telecommunications and mining sectors. In Brazil, he served as Commercial Manager for Troy Resources Participações Ltda, where he was based onsite during the construction and commissioning of the company’s mining operations and later established a new business office in Brasília. His international career spans the Philippines, Mongolia, and Australia, where he has led cross-border initiatives, corporate restructurings, and commercial negotiations in both emerging and established markets.

Mr. Jones is currently the Commercial Director of RISE, a Philippine-based internet service provider, and is fluent in Portuguese.

Samuel Clarke

Mr. Clarke is a Chartered Accountant and seasoned mining executive with over 20 years of extensive experience in operations, corporate governance, and commercial management across international markets. In Brazil, he has provided strategic advisory services to numerous exploration and mining companies, overseeing project sales, acquisitions, and the development of corporate and fiscal strategies.

Previously, Mr. Clarke served as Finance Director at GCM Mining in Guyana until its acquisition by Aris Gold. His experience includes key roles as CFO and Finance Director for First Bauxite Corporation (“FBX”), a refractory bauxite mining company, and as Financial Controller at Guyana Goldfields until its takeover by Zijin. He has also acted as a financial consultant for Tristar Gold, in-country CFO for Cleveland Mining, and CFO for Arian Silver, a dual-listed company on the AIM and TSX-V. His early career included significant auditing experience at Ernst & Young.

Currently, Mr. Clarke is the Finance Director for Jervois Brasil Metalurgia Ltda, a company focused on developing a Nickel and Cobalt Refinery in São Paulo, and he is fluent in Portuguese.

Brian Cole

Mr. Cole has a Bachelor of Business degree from the Western Australian Institute of Technology, specializing in Business Law and Accounting, and a Graduate Diploma in Property from Curtin University. He is a Chartered Accountant and Chartered Management Consultant. He has held directorships within private companies and has a strong knowledge of finance and compliance across multiple jurisdictions.

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Since the commencement of the Company’s financial year ended December 31, 2024, the Company’s Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Since the commencement of the Company’s financial year ended December 31, 2024, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. NI 52-110 provides that the Audit Committee must pre-approve all non-audit services to be provided by the Company’s auditor. Section 2.4 provides an exemption from this requirement where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

No specific policies or procedures have been adopted with respect to the provision of non-audit services by the Company’s external auditor, although under the Company’s Audit Committee Charter, such services are required to be pre-approved by the Audit Committee, unless exempted under NI 52-110.

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

External Auditor Service Fees

The fees billed to the Company by its auditor in each of the financial years ended December 31, 2024 and 2023, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees (1)	All Other Fees
December 31, 2024	$33,153(2)	Nil	Nil	Nil
December 31, 2023	$32,166(2)	Nil	Nil	Nil

Notes:
1. Fees incurred for the preparation and filing of tax returns.
2. Fees are represented in Australian dollars (AUD).

The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

Management intends to propose for adoption an ordinary resolution that the number of Directors of the Company be fixed at four (4), subject to such increase as may be permitted by the articles of the Company.

Each Director of the Company is elected annually and holds office until the next annual general meeting of the Shareholders unless that person ceases to be a Director before then. In the absence of instructions to the contrary, the Common Shares represented by proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

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The following table sets out the names and residences of the persons proposed to be nominated for election as Directors, the positions and offices which they presently hold with the Company, their respective principal occupations and the number of Common Shares of the Company which each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular:

Name of Nominee, Residence and Present Positions Held	Principal Occupation	Director Since	Number of Common Shares Beneficially Owned, Controlled or Directed
CHRISTIAN GRAINGER
Medellin, Colombia
President, CEO and Director	Seasoned exploration and resource delineation geologist with over 20 years of experience in mineral exploration, resource definition, and development across South and Central America, the Caribbean, Australia, and West Africa. He holds a BSc and PhD in Economic Geology from the University of Western Australia; co-founded Collective Mining Ltd., a gold, silver, copper and tungsten exploration company listed on the TSX-V, and its Guayabales project; President, CEO and Director of the Company, April 2023 - present.	April 2023	6,130,580
EVAN JONES^{(1)(2)}
Singapore
Chairman and Director	Executive in the mining and telecommunications industries. Chairman, April 2023 - present, a Director, 2011 - present, and former CEO and President, 2011 - 2019, of the Company; President, CEO and director of Altan Nevada Holdings Limited, the Company’s subsidiary, 2011- present; former President, CEO and director of Altan Rio Minerals Limited (now Golden Horse Minerals Limited), a mineral exploration company listed on the TSX-V, 2011 - 2022.	May 2011	1,000 Direct
4,160,146 Indirect
BRIAN COLE^{(1)}
Western Australia, Australia, CFO and Director	Chartered Accountant and Chartered Management Consultant. Director of Cole Advisory, a business management consulting firm, 2011 - present; Chairman and director of CW Developments, Inc, a private real estate development company, 2016 - present; director of Global Parking Management Inc., a parking management company, 2019 - present; former director and corporate secretary of Golden Horse Minerals Limited, a mineral exploration company listed on the TSX-V, 2022 - 2023.	December 2020	210,000
SAMUEL CLARKE^{(1)}
Sao Paulo, Brazil
Director	Mining executive with 20 years of experience and Chartered Accountant. Finance Director of Jervois Brasil Metalurgia Ltda, a nickel and cobalt refinery company, October 2022 - present; former Finance director of GCM Mining, a gold producer, February 2022 - October 2022; former CFO and Finance director of FBX, a refractory bauxite mining company, October 2018 - March 2021; former Financial Controller at Guyana Goldfields, a gold mining company, November 2019 - September 2020.	April 29, 2025	Nil

Notes:
1. Member of the Audit Committee.
2. In an abundance of caution, and solely due to his role as a director of UT International Pte Ltd. and Synacy Inc., Mr. Jones is reporting perceived control over 1,139,461 Common Shares (held by UT International Pte Ltd.) and 2,000,000 Common Shares (held by Synacy Inc.). Mr. Jones abstains from, and does not participate in, any decisions relating to the voting or disposition of these securities. Mr. Jones also discloses 1,020,685 Common Shares registered in his name but held beneficially for a family

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trust- the Cebu Trust. Mr. Jones is not the trustee, does not control the trustee, and has no authority over the voting or disposition of these shares. Accordingly, Mr. Jones does not have control or direction over any of the interests disclosed.

Corporate Cease Trade Orders or Bankruptcies

None of the proposed Directors (or any of their personal holding companies) of the Company:

(a) is, or during the ten years preceding the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company, including the Company, that:

(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of the relevant company and which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, or during the ten years preceding the date of this Information Circular has been, a director or executive officer, of any company, including the Company, that while the proposed director was acting in that capacity, or within a year of the proposed director 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

(c) has, within the ten years preceding 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 that individual.

For the purposes of (a)(i) and (a)(ii) above, an "order" means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

None of the proposed directors (or any of their personal holding companies) 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 which would likely be considered important to a reasonable securityholder of the Company in deciding whether to vote for a proposed director.

Appointment of Auditor

The Shareholders will be asked to appoint HLB Mann Judd, Chartered Accountants, of Level 4, 130 Stirling Street, Perth, Western Australia 6000, to serve as the auditor of the Company until the close of the next annual general meeting of the Shareholders. HLB Mann Judd has acted as auditor of the Company since October 20, 2021.

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Amended and Restated Stock Option Plan

Shareholders will be asked to approve an ordinary resolution ratifying and approving the Company’s amended and restated stock option plan (the “Amended and Restated Stock Option Plan”), which is considered a “rolling” stock option plan, since it reserves a maximum of 10% of the total outstanding Common Shares at the time of grant or issuance thereunder.

The Amended and Restated Stock Option Plan amends and restates the Existing Plan by: (a) providing Optionees (as defined below) with a cashless exercise right in lieu of the right to exercise stock options (“Options”); and (b) adding a blackout exercise provision which extends the right to exercise Options after a blackout period has ceased, both as described in greater detail below.

In accordance with Exchange Policies, the Amended and Restated Stock Option Plan must be approved by the Shareholders and annually thereafter. The Amended and Restated Stock Option Plan (amending and restating the Existing Plan) was approved by the Board of Directors on November 20, 2025.

The purpose of the Amended and Restated Stock Option Plan is to attract and motivate directors, officers, employees, consultants and others providing services to the Company and its subsidiaries, and thereby advance the Company’s interests, by affording such persons with an opportunity to acquire an equity interest in the Company through the issuance of stock options.

Summary of the Amended and Restated Stock Option Plan

The following information is intended as a brief description of the Amended and Restated Stock Option Plan and is qualified in its entirety by the full text of the Amended and Restated Stock Option Plan. Unless otherwise specified, capitalized terms are as defined in the Amended and Restated Stock Option Plan.

1. The administrator of the Amended and Restated Stock Option Plan (the “Plan Administrator”) is the Board or a committee of the Board duly appointed by the Board.
2. Any director, officer, employee or consultant of the Company or of any of its affiliates, as permitted by the Exchange Policies, and such other persons as may be permitted by the Exchange Policies and as the Plan Administrator may determine (“Optionees”) is eligible to receive Options under the Amended and Restated Stock Option Plan.
3. The maximum number of Common Shares in respect of which Options may be outstanding under the Amended and Restated Stock Option Plan at any time is 10% of the Outstanding Shares, less the number of any Common Shares subject to outstanding stock options of the Company (“Prior Options”) granted under any stock option plan adopted by the Company prior to the adoption of the Amended and Restated Stock Option Plan.
4. Any Common Shares subject to an Option which for any reason is exercised, expires, terminates or ceases to be exercisable in accordance with its terms will again be available for grant under the Amended and Restated Stock Option Plan.
5. The Plan Administrator has the power and authority to:

(a) administer the Amended and Restated Stock Option Plan in accordance with its express terms, including the authority to grant Options;

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(b) determine all questions arising in connection with the administration, interpretation, and application of the Amended and Restated Stock Option Plan, including all questions relating to the value of the Common Shares;

(c) correct any defect, supply any information, or reconcile any inconsistency in the Amended and Restated Stock Option Plan to carry out the purposes of the Amended and Restated Stock Option Plan;

(d) prescribe, amend and rescind rules and regulations relating to the administration of the Amended and Restated Stock Option Plan;

(e) determine the duration and purposes of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Amended and Restated Stock Option Plan;

(f) determine the date upon which an Option has terminated for the purposes of the Amended and Restated Stock Option Plan and for the purposes of the termination provisions contained in the written agreement (the “Option Agreement”) between the Company and an Optionee in respect of Options being granted under the Amended and Restated Stock Option Plan;

(g) with respect to the granting of Options: (i) determine when Options will be granted; (ii) determine the Optionees to whom Options will be granted, based on the eligibility criteria set out in this Plan; (iii) determine the number of Common Shares subject to each Option; (iv) determine the price (“Option Price”) at which a Common Share may be purchased by an Optionee under an Option, subject to adjustment; (v) determine the terms and provisions of the Option Agreement to be entered into with any Optionee; and (vi) amend the terms and provisions of Option Agreements, provided the Plan Administrator obtains the consent of the Optionee and any required approval under the Exchange Policies; and

(h) make all other determinations for administration of the Amended and Restated Stock Option Plan.

1. No Option will be granted to any Optionee unless the grant of such Option and the exercise thereof by the Optionee is permitted by the Exchange Policies and will not violate applicable securities laws.

2. The Option Price will, for so long as the Common Shares are listed and quoted on the TSX-V, not be less than the “Discounted Market Price” (as this term is defined in the Exchange Policies), or such other method of determining the minimum price at which stock options may be granted as prescribed by the Exchange Policies from time to time (the “Fair Market Value”).

3. Pursuant to the Amended and Restated Stock Option Plan, the following limitations apply:

(a) unless the Company has received Disinterested Shareholder Approval (as this term defined in the Exchange Policies) for the Amended and Restated Stock Option Plan in accordance with the Exchange Policies, in any 12 month period, no one individual may receive Options on a number of Common Shares that, taken together with any Common Shares under Prior Options held by that individual, exceeds 5% of the Outstanding Shares;

(b) unless the Company has received Disinterested Shareholder Approval for the Amended and Restated Stock Option Plan in accordance with the Exchange Policies, the maximum aggregate number of Common Shares which may be reserved for issuance to Insiders (as a group) pursuant to all security based compensation arrangements of the Company shall not exceed 10% of the Outstanding Shares at any point in time;

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(c) unless the Company has received Disinterested Shareholder Approval for the Amended and Restated Stock Option Plan in accordance with the Exchange Policies, the maximum aggregate number of Common Shares that are issuable pursuant to all security based compensation arrangements, including the Amended and Restated Stock Option Plan, that are granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Outstanding Shares, calculated as at the date any Options or security based compensation is granted or issued to any Insider;

(d) in any 12 month period, no one Consultant (as that term is defined in the Exchange Policies) may receive Options or Prior Options on a number of Common Shares that taken together exceeds 2% of the Outstanding Shares;

(e) in any 12 month period, no persons employed to provide Investor Relations Activities (as that term is defined in the Exchange Policies) may receive, collectively, Options or Prior Options on a number of Common Shares that taken together exceeds 2% of the Outstanding Shares;

(f) Options issued to Consultants performing Investor Relations Activities (as those terms are defined in the Exchange Policies) must vest in stages over a minimum period of 12 months with no more than 25% of the Options vesting in any three month period;

(g) for Options granted or issued to an Employee, Consultant or Management Company Employee (as these terms are defined in the Exchange Policies), the Company must represent in the Option Agreement that the participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be; and

(h) no Option held by an Insider (as this term defined in the Exchange Policies) may be amended to reduce the exercise price or grant an extension to the Option unless such amendment has first received Disinterested Shareholder Approval.

1. Optionees have the right (the “Cashless Exercise Right”), in lieu of the right to exercise Options, to terminate such Options (the “Terminated Options”) in whole or in part to exercise the Cashless Exercise Right and in lieu of receiving the Common Shares (the “Option Shares”) to which such Terminated Options relate, and receive the number of Common Shares, disregarding fractions, according to the following formula:

$$
\text{Common Shares} = \frac{(\text{[FMV]} - \text{[Price]}) \times \text{[Option Shares]}}{\text{[FMV]}}
$$

where:

[FMV] = Fair Market Value per Common Share on the business day
immediately prior to the exercise of the Cashless Exercise Right

[Price] = Option Price per Common Share

[Option Shares] = Number of Option Shares

1. Options are non-assignable and may be exercised for a period as may be determined by the Plan Administrator, but subject to the Exchange Policies (presently restricted to 10 years), such period and any vesting schedule to be determined by the Plan Administrator (other than for Consultants performing Investor Relations Activities as previously disclosed in paragraph 8(f) above).

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• If the Optionee ceases to hold any position (a “Qualifying Position”) that qualifies such person to receive an Option under the Amended and Restated Stock Option Plan other than by reason of the Optionee’s death, the Option will terminate on the expiry of a reasonable period following such cessation, not exceeding 12 months, as prescribed by the Plan Administrator and set forth in the Option Agreement; provided that nothing in the foregoing will have the effect of extending the term of an Option beyond its original expiry date and provided that the number of Common Shares that the Optionee will be entitled to purchase prior to termination of the Option will be the number of Common Shares that the Optionee was entitled to purchase on the date the Optionee ceased to hold any Qualifying Position, notwithstanding the fact the Option may have vested thereafter with respect to the purchase of additional Common Shares.

• Upon the death of the Optionee, the Option may be exercised by the legal heirs or personal representatives of the Optionee until the date prescribed by the Plan Administrator and set forth in the Option Agreement, which will not be more than 12 months from the date of death.

• Employment will be deemed to continue intact during any sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or an affiliate of the Company is guaranteed either by statute or by contract; but if the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then his or her employment will be deemed to have terminated on the 91st day of such leave.

• The expiry date of outstanding Options held by Optionees which expire during a restricted trading period imposed by the Company in accordance with applicable securities laws (a “Blackout Period”) will be extended for a period of 10 business days commencing on the first business day after the date the Blackout Period has ceased, in order to provide such Optionees with an extension of the right to exercise such Options.

• The Amended and Restated Stock Option Plan contains adjustment provisions in the event of: (a) the payment of a dividend in Common Shares or any other distribution of Common Shares to holders of outstanding Common Shares generally; (b) subdivision; (c) consolidation; or (d) reclassification of the Common Shares.

• Subject to the prior approval of the TSX-V, in the event an offer to purchase the Common Shares is made to the holders of Common Shares generally, unless the Board determines that such offer will not result in any change in control of the Company, or in the event of a sale of all or substantially all of the assets of the Company or the sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a subsidiary of another corporation, then unless provision is made by the acquiring corporation for the assumption of each Option or the substitution of a substantially equivalent option therefor, Optionees holding Options under the Amended and Restated Stock Option Plan will be entitled to exercise, within a specified period of time, all such Options in respect of all Common Shares to which Options relate to the extent previously unexercised, regardless of whether such Optionee would otherwise be entitled to exercise such Options to such extent at that time. The Plan Administrator may include in any Option Agreement such provisions to provide for the rights of an Optionee as to accelerated vesting, exercise or otherwise, in the event of a takeover bid, asset sale, amalgamation, acquisition, other business combination or other event.

• The Company may withhold any taxes or other amounts which the Company is required by any law or regulation to withhold, and may automatically sell Common Shares (or a portion thereof) in the market upon the issuance of such Common Shares under the Amended and Restated Stock Option Plan on behalf of the Optionee to satisfy withholding obligations under the Amended and Restated Stock Option Plan.

• The Amended and Restated Stock Option Plan amends and restates in its entirety the Existing Plan and supersedes any prior plan, including the Existing Plan, in all respects. Any Prior Options will be deemed

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to be granted under the Amended and Restated Stock Option Plan and such Prior Options will be governed by the Amended and Restated Stock Option Plan in all respects.

The full text of the Amended and Restated Stock Option Plan is available upon request from the Company at: 400 - 837 West Hastings St, Vancouver, BC V6C 3N6 (Telephone: +1 604-639-1719).

As at the date of this Information Circular, there are 3,500,000 Options outstanding under the Existing Plan, and an additional 347,909 Options may be granted under to the Amended and Restated Stock Option Plan (based on the current issued capital of 38,479,095 Common Shares).

The TSX-V has conditionally approved the Amended and Restated Stock Option Plan subject to receipt from the Company of evidence of approval from Shareholders. At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolution, in substantially the following form, approving the Amended and Restated Stock Option Plan (the “Amended and Restated Stock Option Plan Resolution”).

“RESOLVED as an ordinary resolution, that:

1. the Company’s amended and restated stock option plan (the “Amended and Restated Stock Option Plan”), as adopted by the Board of Directors and as described in the Company’s Information Circular dated November 14, 2025 and as available for review at the Company’s annual general meeting to be held on December 19, 2025, be and is hereby ratified, confirmed and approved;

2. the number of Common Shares reserved for issuance under the Amended and Restated Stock Option Plan, combined with the number of Common Shares reserved for issuance under all security-based compensation arrangements of the Company, shall be no more than 10% of the Company’s issued and outstanding Common Shares at the time of any stock option grant;

3. the Board of Directors be authorized on behalf of the Company to make any further amendments to the Amended and Restated Stock Option Plan as may be required by regulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of the Amended and Restated Stock Option Plan; and

4. any one director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.”

The Board recommends that Shareholders vote in favour of the Amended and Restated Stock Option Plan Resolution. In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the Amended and Restated Stock Option Plan Resolution.

To be effective, the Amended and Restated Stock Option Plan Resolution must be approved by at least a majority of the votes cast thereon at the Meeting.

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ADDITIONAL INFORMATION

Additional Information concerning the Company is available on SEDAR+ at www.sedarplus.com. Financial Information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2024.

Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2024 may contact the Company as follows:

Christian Grainger, CEO
400 - 837 West Hastings Street, Vancouver, BC V6C 3N6
Telephone: +1 604-639-1719

BOARD APPROVAL

The contents of this Information Circular have been approved and its mailing has been authorized by the Directors of the Company.

DATED at Vancouver, British Columbia, the 14th day of November 2025.

ON BEHALF OF THE BOARD

“Christian Grainger”
Chief Executive Officer

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SCHEDULE A
HELIUS MINERALS LIMITED
(the “Company”)

AUDIT COMMITTEE CHARTER

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

• the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
• the Company’s compliance with legal and regulatory requirements related to financial reporting; and
• the independence and performance of the Company’s independent auditor.

The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with generally accepted accounting principles. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with IFRS.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

1. Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
2. Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

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• Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

• Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

• Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

• Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

• Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

• Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

• Pre-approve all non-audit services to be provided to the Company by the independent auditor, unless exempted under National Instrument 52-110.

• Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

• Establish and review the Company’s procedures for the:

• receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

• confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

• Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

• Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.