Hercules Resources Corp. — Proxy Solicitation & Information Statement 2025

Mar 10, 2025

HERCULES RESOURCES CORP.
(the "Company")
820 – 1130 West Pender Street
Vancouver, BC, V6E 4A4
Telephone: (855) 791-4653

NOTICE OF 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (the "Meeting") of shareholders of Hercules Resources Corp. (the "Company") will be held at 200 – 2630 Croydon Drive, Surrey, BC, on Monday, March 31, 2025, at the hour of 11:00 a.m. PST for the following purposes:

(a) To receive and consider the report of the directors, the audited financial statements of the Company for the period ended September 30, 2024, and the report of the auditor thereon;
(b) To appoint an auditor for the ensuing year at a remuneration to be fixed by the directors;
(c) To fix the number of directors at five;
(d) To elect directors for the ensuing year;
(e) To authorize the directors, at their discretion, to issue securities exceeding 100% of the currently issued and outstanding shares in connection with any equity financing.
(f) To approve the share option plan; and
(g) To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting, must complete, date and execute the enclosed form of Proxy, or another suitable form of Proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you may not be a registered shareholder.

DATED at the City of Vancouver, in the Province of British Columbia, as of the 24th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael Smith"

Michael Smith,
President & CEO