6419329.4

HOSHI RESOURCE CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF AN ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 2, 2026

JANUARY 27, 2026

HOSHI RESOURCE CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Hoshi Resource Corp. (the "Corporation") will be held at the offices of Corporation, located at Suite 700, 903 – 8th Avenue SW, Calgary, Alberta, on Monday, March 2, 2026 at 11:00 a.m. (Calgary time) for the following purposes:

to receive the audited financial statements of the Corporation for the financial years ended December 31, 2025 and 2024 together with the auditors' report thereon;
to fix the number of directors to be elected at the Meeting at four (4);
to elect the directors of the Corporation to hold office until the next annual meeting of Shareholders;
to appoint MNP LLP as auditors for the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration;
to consider and, if thought fit, pass an ordinary resolution in the form included in the management information circular dated January 27, 2026 (the "Information Circular") accompanying this Notice of Annual General and Special Meeting of Shareholders (this "Notice of Meeting") approving the stock option plan of the Corporation; and
to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement thereof.

This Notice of Meeting is accompanied by the Information Circular and a form of proxy (the "Form of Proxy"). The Information Circular is expressly made part of this Notice of Meeting. The Information Circular should be consulted for further details on matters to be acted upon.

DATED at Calgary, Alberta this 27th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF HOSHI RESOURCE CORP.

"Kevin Baker, K.C."
Kevin Baker, K.C.
President, Chief Executive Officer and Director

IMPORTANT

Only holders of Common Shares of record at the close of business on January 27, 2026 are entitled to notice of the Meeting or any adjournment or postponement thereof and only those holders of the Common Shares of record at the close of business on January 27, 2026, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote thereat.

If you are a registered Shareholder, please complete and submit the enclosed Form of Proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company, by mail at Suite 702 - 67 Yonge St, Toronto, Ontario M5E 1J8, Attn: Proxy Department, or by facsimile at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. You may also vote by internet voting at https://login.odysseytrust.com/pxlogin not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof.

If you are not a registered Shareholder, please complete the voting instruction form from your intermediary/broker and follow the instructions set out under "Advice to Beneficial Shareholders on Voting Their Common Shares" in the Information Circular.

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HOSHI RESOURCE CORP.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

This management information circular (this "Information Circular") is furnished in connection with the solicitation of proxies by the management of Hoshi Resource Corp. (the "Corporation") for use at the annual general and special meeting (the "Meeting") of holders ("Shareholders") of common Shares ("Common Shares") of the Corporation to be held at the offices of the Corporation, located at Suite 700, 903 – 8th Avenue SW, Calgary, Alberta, on Monday, March 2, 2026 at 11:00 a.m. (Calgary time) and at any adjournment or postponement thereof for the purposes set out in the accompanying Notice of Annual General and Special Meeting of Shareholders (the "Notice of Meeting"). Unless otherwise stated, the information contained in this Information Circular is given as at January 27, 2026.

In order to ensure as many Common Shares as possible are represented at the Meeting, Registered Shareholders (as defined below) are strongly encouraged to complete the enclosed form of proxy (the "Form of Proxy") and return it as soon as possible in the envelope provided for that purpose. Beneficial Shareholders (as defined below) are strongly encouraged to complete the voting instruction form received from their respective intermediary/broker ("Intermediary") as soon as possible and to follow the instructions set out under "Advice to Beneficial Shareholders on Voting Their Common Shares" in this Information Circular.

Unless otherwise stated, all amounts are reported in Canadian dollars

GENERAL PROXY INFORMATION

Solicitation of Proxies

This solicitation is made on behalf of the management of the Corporation. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers, employees or agents of the Corporation without special compensation. The costs associated with the solicitation of proxies by management will be borne by the Corporation.

Appointment and Revocation of Proxies

The information provided in this section applies to Shareholders who hold Common Shares in their own name and have a share certificate or direct registration system (DRS) statement (a "Registered Shareholder"). As a Registered Shareholder, you are identified on the share register maintained by the Corporation's register and transfer agent, Odyssey Trust Company, as being a Shareholder.

The persons named in the Form of Proxy are directors and/or officers of the Corporation. A Registered Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and represent such Registered Shareholder at the Meeting other than the persons designated in the Form of Proxy. To exercise this right, the Registered Shareholder should insert the name of the desired representative in the blank space provided in the Form of Proxy or submit another appropriate form of proxy.

In order to be effective, a proxy must be forwarded so as to reach, or be deposited with, the Corporation's registrar and transfer agent, Odyssey Trust Company, at Traders Bank Building 702, 67 Yonge Street Toronto, ON M5E 1J8, Attn: Proxy Department, or by fax at 1-800-517-4553, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment or postponement thereof; provided that the Chairperson of the Meeting may, in his or her sole discretion, at the Meeting, elect to waive the requirement that proxies be deposited prior to the aforementioned time and accept any and all proxies deposited at or before the time of the Meeting or any adjournment or postponement thereof.

A Registered Shareholder may also vote by internet voting at https://login.odysseytrust.com/pxlogin. Votes by internet must be received not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Registered Shareholder's behalf and to convey a Registered Shareholder's voting instructions.

An instrument of proxy may be revoked at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a Registered Shareholder may revoke a proxy by:

(i) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of the corporation:

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(a) at the offices of the registrar and transfer agent of the Corporation, Odyssey Trust Company, Stock Exchange Tower, Suite 1230, 300 5th Avenue SW, Calgary, Alberta, T2P 3C4, Canada, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting, or an adjournment or postponement of the Meeting, at which the proxy is to be used;

(b) at the registered office of the Corporation, Suite 700, 903 – 8th Avenue SW, Calgary, T2P 0P7, Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement of the Meeting, at which the proxy is to be used; or

(c) with the Chairperson of the Meeting before the Meeting begins or, if the Meeting is adjourned or postponed, before the adjourned or postponed Meeting begins;

(ii) completing and signing another proxy form with a later date and delivering it to the registrar and transfer agent of the Corporation not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof; or

(iii) personally attending at the Meeting and voting the Common Shares represented by the proxy or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of such corporation attending at the Meeting and voting such Common Shares.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective Intermediary to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries.

Voting of Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the Form of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote FOR all the matters set out herein.

The Form of Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the date of this Information Circular, the Corporation is not aware of any amendments to, or variations of, or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

Advice to Beneficial Shareholders on Voting Their Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares or their proxyholders are permitted to vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those shares will not be registered in the Shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically provides a scannable voting instruction form or applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge. Often Beneficial Shareholders are alternatively provided with a toll-free telephone number to vote their shares or a website address where shares can be voted. 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 Beneficial Shareholder receiving a voting instruction form or a proxy with a Broadridge sticker on it cannot use that voting instruction form or proxy to vote Common Shares directly at the Meeting. The voting instruction form or proxy must be returned to Broadridge well in advance of the Meeting in

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order to have the Common Shares voted at the Meeting. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their Intermediary (or an agent of the Intermediary), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the proxy form or voting instruction form provided to them and return the same to their Intermediary (or the agent of the Intermediary) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting. Beneficial Shareholders should follow the instructions on the forms that they receive and contact their Intermediaries promptly if they require assistance.

Beneficial Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or "NOBOs". Those Beneficial Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners or "OBOs".

Pursuant to National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has distributed copies of applicable proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to all Beneficial Shareholders. The Corporation will not be paying for Intermediaries to deliver to 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 their Intermediary assumes the costs of delivery. The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, of which 6,600,000 Shares and nil preferred shares are issued and outstanding.

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Corporation to be January 27, 2026 (the "Record Date"), are entitled to vote such Common Shares at the Meeting on the basis of one (1) vote for each Common Share held, except to the extent that:

such person transfers his, her or its Common Shares after the Record Date; and
the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes his, her or its ownership of the Common Shares,

and makes a demand to the registrar and transfer agent of the Corporation, not later than ten (10) days before the Meeting, that his, her or its name be included on the Shareholders list for the Meeting.

The by-laws of the Corporation provide that two (2) persons present and representing in person or by proxy not less than ten percent (10%) of the outstanding Common Shares entitled to vote at the Meeting, constitutes a quorum for the Meeting.

To the knowledge of the directors and executive officers of the Corporation, the only persons (other than securities depositories) that beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares are as follows:

Name and Municipality of Residence	Type of Ownership	Number of Common Shares Beneficially Owned(1)	Percentage of Common Shares Currently Outstanding
Al J. Kroontje
Calgary, Alberta	Direct	1,000,000	15.15%
Kevin R. Baker, K.C.
Calgary, Alberta	Direct	1,000,000	15.15%
Alex Watson
West Vancouver, BC	Direct	1,000,000	15.15%
Notes:
(1) The information as to Common Shares beneficially owned, as applicable, not being within the knowledge of the Corporation, has been furnished by the holders.

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(2) Mr. Kroontje also holds 182,650 stock options of the Corporation, and if he were to exercise them, he would then own, directly, 1,182,650 Common Shares (17.44%).

(3) Mr. Baker also holds 182,650 stock options of the Corporation, and if he were to exercise them, he would then own, directly, 1,182,650 Common Shares (17.44%).

(4) Mr. Watson also holds 182,650 stock options of the Corporation, and if he were to exercise them, he would then own, directly, 1,182,650 Common Shares (17.44%).

PARTICULARS OF MATTERS TO BE ACTED UPON

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting. However, if any other matter properly comes before the Meeting, the management designees, if named as proxy, will vote on such matter in accordance with the best judgment of the person or persons voting the proxy.

I. Receipt of Financial Statements

The directors will place before the Meeting the audited financial statements of the Corporation for the years ended December 31, 2025, and 2024, together with the auditors' report thereon. Shareholder approval is not required in relation to these financial statements. The financial statements have been sent to applicable Shareholders in accordance with applicable securities laws and are also available on the Corporation's profile on the SEDAR+ website at www.sedarplus.ca.

II. Fixing Number of Directors

The board of directors of the Corporation (the "Board" or the "Board of Directors") presently consists of four (4) directors. It is proposed that the number of directors for the ensuing year be set at four (4) and that the persons named below will be nominated at the Meeting. Each director elected at the Meeting will hold office until the next annual meeting of the Shareholders or until his or her successor is elected or appointed in accordance with the constating documents of the Corporation and the Business Corporations Act (Alberta) (the "ABCA"), unless his or her office is earlier vacated. Unless otherwise directed, the management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the resolution setting the number of directors to be elected at the meeting at four (4) members.

III. Election of Directors

The following table sets out the names and places of residence of the persons proposed to be nominated by management for election as directors of the Corporation; all positions and offices in the Corporation held by them; their current principal occupation; the periods during which they have served as a director of the Corporation; and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by them, as of the date hereof. Each director elected at the Meeting will hold office until the next annual meeting of the Shareholders or until his or her successor is elected or appointed in accordance with the constating documents of the Corporation and the ABCA, unless his or her office is earlier vacated.

Unless otherwise directed, the management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the election of each of the nominees specified above as directors of the Corporation.

Name, Place of Residence and Position(s) with the Corporation	Principal Occupation for Past Five Years	Director Since	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
Kevin R. Baker, K.C.(2) Calgary, Alberta President, Chief Executive Officer and Director	President of Baycor Capital Inc., a private merchant bank, since January 1990 and Chairman and CEO of ConleyMax Inc., a private oilfield service company, since 2011.	March 1, 2021	1,000,000
John Aihoshi Calgary, Alberta Chief Financial Officer, Secretary, and Director	Chief Financial Officer of N7 Exploration Ltd., a privately-owned Alberta-based oil and gas company, from January 2018 to November 1, 2021 and Chief Financial Officer of San Lorenzo Gold Corp. since December 16, 2020.	March 9, 2021	600,000

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Name, Place of Residence and Position(s) with the Corporation	Principal Occupation for Past Five Years	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(1)}
Michael Hibberd^{(3)}
Calgary, Alberta
Director	For over 30 years, Mr. Hibberd has been Chairman and CEO of MJH Services Inc., a corporate finance advisory firm. Mr. Hibberd is currently Chairman of the Board of Canacol Energy Ltd, and Vice Chairman of Sunshine Oilsands Ltd. and PetroFrontier Corp. Mr. Hibbard is a current director or past director or officer of public companies listed on the TSX or the TSXV.	Nil
Paul K. Cheung^{(3)}
West Vancouver, BC
Director	Private businessman and Chief Executive Officer of IAG Enterprises Ltd. since 2001.	Nil

Notes:

(1) The information as to the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by the nominees, not being within the knowledge of the Corporation, has been provided to the Corporation by the nominees.

(2) Member of the audit committee, of which Kevin R. Baker, K.C. is the Chair.

(3) Proposed member of the audit committee.

Cease Trade Orders

Other than as disclosed below, no proposed director of the Corporation is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (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 company access to any exemption under securities legislation, that was in effect 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 company access to any exemption under securities legislation, that was in effect 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.

John Aihoshi was appointed the Chief Financial Officer of West Isle Energy Inc. ("West Isle") effective November 1, 2017. West Isle is subject to cease trade orders issued against it by the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission on June 5, 2012, May 8, 2013 and July 10, 2012, respectively, for failing to file certain outstanding continuous disclosure documents in a timely manner. Mr. Aihoshi became an officer of West Isle as part of the efforts to reactivate the company and resigned on February 15, 2019. Mr. Aihoshi was not involved with West Isle when it failed to file the required continuous disclosure documents.

Mr. Baker was formerly a director of Point Loma Resources Ltd. ("Point Loma") (a public oil and gas company). The Orphan Well Association made an application to the Court of Queen's Bench of Alberta (the "Court") to appoint a receiver under the Bankruptcy and Insolvency Act (Canada). On June 8, 2020, the Orphan Well Association was granted a receivership order by the Court, a cease trade order was issued by the Alberta Securities Commission and other jurisdictions on or about June 5, 2020 and trading in the common shares of Point Loma was suspended by the TSX Venture Exchange (the "Exchange") on August 7, 2020. Mr. Baker resigned as a director of Point Loma on November 25, 2019.

Michael Hibberd was a Director of Montana Exploration Corp. at the time that an order was issued to suspend trading until the 2017 year-end financial statements and MD&A were filed and compliance with TSX Venture Exchange requirements was confirmed. The order was issued by the Alberta Securities Commission on May 4, 2018. Mr. Hibberd is a non-executive Vice-Chairman of Sunshine Oil Sands Ltd. ("Sunshine"). On October 9, 2020, the Alberta Securities Commission issued an order for Sunshine to re-file its 2019 audited financial statements with an un-modified auditor's opinion.

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Mr. Hibberd is a director of PetroFrontier Corp. ("PFC"). The Alberta Securities Commission issued a management cease trade order in May 2025 due to a delay in the filing of PFC's 2025 Audited Financial Statements. Mr. Hibberd is Chairman of Canacol Energy Ltd. ("Canacol"), a significant natural gas producer in Columbia. In November 2025, Canacol filed for protection under the Companies Creditors Arrangement Act in Canada to facilitate a restructuring or sale

Bankruptcy

No proposed director of the Corporation is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of a company (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.

Mr. Baker was formerly a director of Point Loma. The Orphan Well Association made an application to the Court to appoint a receiver under the Bankruptcy and Insolvency Act (Canada). On June 8, 2020, the Orphan Well Association was granted a receivership order by the Court, a cease trade order was issued by the Alberta Securities Commission and other jurisdictions on or about June 5, 2020 and trading in the common shares of Point Loma was suspended by the Exchange on August 7, 2020. Mr. Baker resigned as a director of Point Loma on November 25, 2019.

Personal Bankruptcy

No proposed director of the Corporation has, within the 10 years before the date hereof, 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 person.

Penalties and Sanctions

No proposed director of the Corporation has been subject to 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 has been subject to 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.

IV. Appointment of Auditors

MNP LLP have been the auditors of the Corporation since their appointment on May 28, 2021. At the Meeting, the Shareholders will be asked to reappoint MNP LLP as auditors of the Corporation to serve until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration.

Unless otherwise directed, the management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the appointment of MNP LLP as auditors of the Corporation at remuneration to be fixed by the Board.

V. Approval of Stock Option Plan

The Exchange requires all listed companies with a 10% rolling stock option plan to obtain shareholder approval of such plan on an annual basis. The current stock option plan of the Corporation (the "Plan") was adopted by the Corporation in connection with its initial public offering as disclosed in the amended and restated final prospectus of the Corporation dated November 12, 2021. Shareholders will be asked at the Meeting to vote on a resolution to approve, for the ensuing year, the Plan as described below. A copy of the Plan is attached hereto as Schedule "A".

The Plan provides that the Board may from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, senior officers and technical consultants, non-transferable and non-assignable options ("Options") to purchase Common Shares, exercisable for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance does not exceed ten percent (10%) of the then issued and outstanding Common Shares as at the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares as at the date of grant and the number of Common Shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding Common Shares as at the date of grant.

The term of an Option will expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such Option.

The Plan is subject to acceptance by the Exchange. If the Exchange finds the disclosure to Shareholders to be inadequate, the Shareholder approval obtained at the Meeting may not be accepted by the Exchange.

The text of the resolution which management intends to place before the Meeting to approve the Plan is as follows:

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"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The stock option plan (the "Plan") of Hoshi Resource Corp. (the "Corporation") in the form of the Plan attached as Schedule "A" to the management information circular of the Corporation dated November 5, 2024, be and is hereby approved with such modifications as may be required by the TSX Venture Exchange;
The maximum number of common shares of the Corporation which may be issued under the Plan shall be equal to ten percent (10%) of the then issued and outstanding common shares of the Corporation from time to time; and
Any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution."

The resolution must be approved by a simple majority approval of the votes cast at the Meeting by the Shareholders. Unless otherwise directed, the management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the resolution to approve the Plan.

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this section, a "CEO" or "CFO" means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or performed functions similar to a Chief Executive Officer or Chief Financial Officer, respectively, during any part of the most recently completed financial year. A "Named Executive Officer" or "NEO" means: (a) each CEO; (b) each CFO; (c) the most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation (comprised of any salary, consulting fee, retainer or commission, any bonus, any committee or meeting fees, and the value of any perquisites) was more than $150,000 for that financial year; and (d) each individual for whom (c) would be applicable, but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year. The Corporation currently has two (2) Named Executive Officers, Kevin R. Baker, K.C., the President and Chief Executive Officer of the Corporation, and John Aihoshi, Chief Financial Officer of the Corporation.

As at the date hereof, the Named Executive Officers and directors of the Corporation have not received any salary, share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Option-based awards from the Corporation.

Stock Options and Other Compensation Securities

The following table sets forth the compensation securities granted or issued to the Corporation's Named Executive Officers and directors for the Corporation's financial years ended December 31, 2025 and 2024:

Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Kevin R. Baker, K.C.
President, Chief Executive Officer
and Director	Options	182,650
2.77%	February 8, 2022	$0.10	$0.10	$0.035	February 8, 2032
John Aihoshi
Chief Financial Officer, Secretary
and Director	Options	112,050
1.70%	February 8, 2022	$0.10	$0.10	$0.035	February 8, 2032
Al J. Kroontje
Director	Options	182,650
2.77%	February 8, 2022	$0.10	$0.10	$0.035	February 8, 2032
Alex Watson
Director	Options	182,650
2.77%	February 8, 2022	$0.10	$0.10	$0.035	February 8, 2032

No compensation securities were exercised by the Corporation's Named Executive Officers or directors during the most recently completed financial year.

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Stock Option Plans and Other Incentive Plans

The Corporation has established a Plan for its directors, officers, employees and consultants and which is being considered by Shareholders of the Corporation at the Meeting. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Plan require annual shareholder approval. As of the date hereof: (i) the Corporation has issued Options to acquire up to 660,000 Common Shares at $0.10 per Common Share under the Plan, all of which vested immediately upon grant; and (ii) the Corporation currently has no Options available for further issuance under the Plan.

As at December 31, 2025, the Corporation had no equity incentive plans in place, other than the Plan. Please refer to "Particulars of Matters to be Acted Upon – Approval of Stock Option Plan" above for a description of the material features of the Plan.

Employment, Consulting and Management Agreements

There were no agreements or arrangements in place under which compensation was provided during the financial year ended December 31, 2025 or is payable in respect of services provided to the Corporation or any of its subsidiaries that were: (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

During the year ended December 31, 2025, there were no contracts, agreements, plans or arrangements that provide for payments or salary to any NEO or director, or which include any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in a NEO's or director's responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board reviews on an annual basis the adequacy and form of compensation of directors to ensure that the compensation of the Board reflects the responsibilities, time commitment and risks involved in being an effective director. The Corporation currently does not compensate directors with cash retainers for being a member of the Board or a member of a committee of the board (of which there is currently one committee, being the Audit Committee). For greater certainty, directors of the Corporation who are officers or employees of the Corporation do not receive fees in their capacities as directors; however, all directors are reimbursed for out-of-pocket expenses and travel expenses related to attendance at directors' meetings, and all directors are eligible to participate in the Plan.

Compensation of Executive Officers

Since the Corporation is currently a Capital Pool Company (as defined in the policies of the Exchange), the Named Executive Officers and directors are not paid any salary. The Corporation's executive compensation program is comprised of long-term incentives in the form of Options. Additional compensation, including salary, will be considered once the Corporation completes its Qualifying Transaction (as defined in the policies of the Exchange).

Option based awards

Stock options are granted to provide an incentive to the directors and officers of the Corporation to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain persons of experience and ability by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Previous grants of incentive stock options are taken into account when considering new grants.

Implementation of a new incentive stock option plan and amendments to the existing stock option plan are the responsibility of the Board.

Pension Plan Benefits

The Corporation does not have a pension plan that provides for payments or benefits at, following, or in connection with retirement. The Corporation does not have a defined contribution plan.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information pertaining to the Corporation's equity compensation plans as at December 31, 2025.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options(1) (a)	Weighted-Average Exercise Price of Outstanding Options (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 securityholders	660,000	$0.10	Nil
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	660,000	$0.10	Nil

Note:
(1) The number of authorized but unissued Common Shares that may be issued upon exercise of Options granted under the Plan at any time may not exceed 10% of the issued and outstanding Common Shares from time to time, representing 660,000 Common Shares as at December 31, 2025 (based on 6,600,000 Common Shares issued and outstanding on December 31, 2025).

Please refer to "Particulars of Matters to be Acted Upon – Approval of Stock Option Plan" above for a description of the material features of the Plan.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There is no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which 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, entered into in connection with a purchase of securities or otherwise.

No director or executive officer of the Corporation, or any individual who was a director or executive officer of the Corporation at any time during the most recently completed financial year, or any proposed nominee for election as a director of the Corporation, or any associate of any such director, officer or proposed nominee is, or has been at any time since the beginning of the most recently completed financial year of the Corporation, indebted to the Corporation or any of its subsidiaries, nor is, or at any time since the beginning of the most recently completed financial year of the Corporation has, any indebtedness of any such person been 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.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and officers have received Options and may receive additional Options pursuant to the Plan.

AUDIT COMMITTEE DISCLOSURE

The audit committee (the "Audit Committee") is a committee of the Board established for the purpose of overseeing the accounting and financial reporting process of the Corporation and annual external audits of the financial statements. The Audit Committee has set out its responsibilities and composition requirements in fulfilling its oversight in relation to the Corporation's internal accounting standards and practices, financial information, accounting systems and procedures, which procedures are set out in the Corporation's audit committee mandate.

Audit Committee Charter

The Board has developed a written audit committee charter (the "Charter"). A copy of the Charter is attached hereto as Schedule "B" to this Information Circular.

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Composition of the Audit Committee

At December 31, 2025, the Audit Committee consists of Kevin R. Baker, K.C., Al Kroontje and Alex Watson, all of whom are "financially literate" within the meaning of National Instrument 52-110 Audit Committees ("NI 52-110"). Al Kroontje and Alex Watson are considered to be "independent" within the meaning of NI 52-110. Kevin R. Baker, K.C., is not considered to be "independent" within the meaning of NI 52-110 as he is the President and Chief Executive Officer of the Corporation.

Relevant Education and Experience of Audit Committee Members

Kevin R. Baker, K.C. – Mr. Baker is the President and a founder of Baycor Capital Inc., a private merchant bank, and the Chairman and CEO of ConleyMax Inc., a private oilfield service company. Mr. Baker has extensive experience managing corporate startups, including management experience in relation with operations, corporate securities and initial public offerings. Mr. Baker is a current director or a past director and officer of a number of public companies listed on the Toronto Stock Exchange and the Exchange.

Al J. Kroontje – Mr. Kroontje is the President of his private investment company, Tailwind Capital Partners Inc. Mr. Kroontje has been involved with numerous corporate start-ups and corporate restructurings. Mr. Kroontje holds a Bachelor of Science degree (Chemical Engineering) from the University of Waterloo, Ontario. Mr. Kroontje also holds a P. Eng designation from the Association of Professional Engineers and Geologists of Alberta but is currently a non-practicing engineer. Mr. Kroontje serves as a director and officer of several public companies listed on the Exchange.

Alex Watson – Mr. Watson is a private businessman and was the Chief Operating Officer and a director of a Vancouver based Single Family Office; IAG Enterprises Ltd. Mr. Watson's principal area of practice is real estate acquisition and development as well as equity investment in private corporations. Mr. Watson holds a Bachelor of Commerce Degree in Entrepreneurial Management from Royal Roads University. He is also a past employee and partner of registered broker dealers where he worked in the investment banking division focusing on the listing and financing of resource focused issuers on the Toronto Stock Exchange and the Exchange.

Proposed Members of the Audit Committee.

Michael Hibberd – For over 30 years, Mr. Hibberd has been Chairman and CEO of MJH Services Inc., a corporate finance advisory firm. Mr. Hibberd is currently Chairman of the Board of Canacol Energy Ltd and brings over 40 years of industry and senior leadership experience to the Corporation finance advisory firm. He is also currently Vice Chairman of Sunshine Oilsands Ltd. and PetroFrontier Corp. Mr. Hibbard is a current director or past director or officer of public companies listed on the TSX or the TSXV. Mr. Hibberd holds a BA and an MBA from the University of Toronto and an LLB from Western University.

Paul K. Cheung – Mr. Cheung is a private businessman. Mr. Cheung's principal area of practice is as an oil and gas producer, oilwell drilling and servicing contractor. Mr. Cheung holds a master's degree in Geology from Oklahoma State University.

Audit Committee Oversight

At no time since the commencement of the Corporation's fiscal year ended December 31, 2025 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

As an issuer listed on the Exchange, the Corporation currently relies on the exemption set forth in Section 6.1 of NI 52-110 pertaining to composition of the Audit Committee and reporting obligations under NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Charter under the heading "Approval of Audit and Remitted Non-Audit Services Provided by External Auditors".

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by MNP LLP for the fiscal years ended December 31, 2025 and 2024:

	2025	2024
Audit Fees(1)	6,000	6,000
Audit-Related Fees(2)	420	420
Tax Fees(3)	-	-
All other Fees(4)	-	-

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	2025	2024
Total(5)	6,420	6,420

Notes:
(1) Audit fees are for professional services rendered by the auditors for the audit of the Corporation's annual financial statements as well as services provided in connection with statutory and regulatory filings.
(2) Audit-related fees are for services related to performance of limited procedures performed by the corporation's auditors related to interim reports and equity pick-up procedures.
(3) Tax fees are for tax compliance, tax advice and tax planning.
(4) All other fees for services performed by the Corporation's auditors.
(5) These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on the Corporation's behalf.

CORPORATE GOVERNANCE DISCLOSURE

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board's review of the Corporation's governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 - Corporate Governance Guidelines.

Board of Directors

The Board is currently comprised of four (4) members, of which two (2) are independent directors for the purposes of NI 58-101 and NI 52-110. The independent directors are Al J. Kroontje and Alex Watson. Kevin R. Baker, K.C. is not considered to be independent as a result of being the President and Chief Executive Officer of the Corporation, and John Aihoshi is considered to not be independent as a result of being the Chief Financial Officer and Secretary of the Corporation. Management is nominating four (4) individuals for election to the Board at the Meeting.

Directorships

Other than as set forth below, none of the proposed directors hold directorships in other reporting issuers (or the equivalent) in jurisdictions in Canada or a foreign jurisdiction.

Director	Other Reporting Issuers
Kevin R. Baker, K.C.	Loncor Gold Inc.
San Lorenzo Gold Corp.
John Aihoshi	San Lorenzo Gold Corp.
Michael Hibberd	Canacol Energy Inc.
PetroFrontier Corp.
Sunshine Oilsands Ltd.
D2 Lithium Corp.

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts 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.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation of Directors and Officers

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporation's executive compensation program. The Corporation is currently a Capital Pool Company and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the

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Corporation's directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares pursuant to the Plan.

Other Board Committees

The Corporation has no standing committees at this time, other than the Audit Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Corporation, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them has or has had, at any time since the beginning of the year ended December 31, 2025, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries.

LEGAL PROCEEDINGS

The directors and senior officers of the Corporation are not aware of any material litigation outstanding, threatened or pending, as of the date hereof by or against the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR+ at www.sedarplus.ca. Financial information regarding the Corporation is provided in the Corporation's comparative financial statements and management's discussion and analysis for its most recently completed financial year. Shareholders may contact the Corporation at its office address at 700, 903 - 8th Avenue S.W., Calgary, Alberta, T2P 0P7, to request copies of the Corporation's financial statements and management's discussion and analysis.

SCHEDULE "A"

HOSHI RESOURCE CORP.
STOCK OPTION PLAN

Purpose

The purpose of this Plan is to provide an incentive to the directors, officers, Employees, Consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

This Plan has been adopted by the directors of the Corporation in connection with its initial public offering and listing of its common shares on the Exchange pursuant to the Capital Pool Company ("CPC") program of the Exchange as governed by TSX Venture Exchange Inc. Corporate Finance Manual Policy 2.4 ("Policy 2.4"). Notwithstanding anything herein to the contrary, while the Corporation remains a CPC, the terms of this Plan and the terms of all Options granted pursuant to this Plan shall include all terms, conditions and restrictions provided by Policy 2.4 as if such terms, conditions and restrictions were reproduced herein. While the Corporation is a CPC, Policy 2.4 shall prevail in the event of any inconsistency between Policy 2.4 and this Plan.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) "Board of Directors" means the Board of Directors of the Corporation;

(b) "Common Shares" means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

(c) "Corporation" means Hoshi Resource Corp. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

(d) "Discounted Market Price" means the last per share closing price for the Common Shares on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(e) "Exchange" means the TSX Venture Exchange Inc. or any other stock exchange on which the Common Shares are listed;

(f) "Exchange Policies" means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(g) "Insider" has the meaning ascribed thereto in Exchange Policies;

(h) "Option" means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;

(i) "Option Period" means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

(j) "Optionee" means a person who is a director, officer, Employee, Consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation wholly-owned by such

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persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan;

(k) "Plan" shall mean the Corporation's incentive stock option plan as embodied herein and as from time to time amended; and

(l) "Share Compensation Arrangement" means any stock option, stock option plan, Employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

Capitalized terms in this Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including without limitation "Consultant", "Employee", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier 1 Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

Administration

This Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in this Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of this Plan to a special committee of directors appointed from time to time by the Board of Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to this Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Subject to Exchange Policies, the Corporation and any Optionee shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in Exchange Policies) in respect of Options granted to such Optionee.

Participation

Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to this Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, Employee or Consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a Consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time Employee of or a Consultant to the Corporation or any of its subsidiaries.

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No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Common Shares Subject to Options

The number of Common Shares reserved for issuance to any one person pursuant to Options granted under this Plan or any other Share Compensation Arrangement, shall be subject to the following restrictions:

(a) the aggregate number of Common Shares reserved for issuance pursuant to this Plan will not exceed 10% of the issued and outstanding Common Shares at the time of issuance;

(b) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to any one Optionee, other than a Consultant, in any 12 month period may not exceed 5% of the Corporation's total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained, and further, the aggregate number of Common Shares reserved for issuance pursuant to Options to any individual director or officer shall not exceed 5% of the Common Shares of the Corporation outstanding as at the date of the grant of the Option;

(c) the aggregate number of Common Shares issuable pursuant to Options granted to Insiders pursuant to this Plan or any Share Compensation Arrangement may not exceed 10% of the Corporation's total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained;

(d) the aggregate number of Common Shares issued to Insiders pursuant to this Plan or any Share Compensation Arrangement in any 12 month period may not exceed 10% of the Corporation's total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained;

(e) no more than 2% of the total issued and outstanding Common Shares at the time of grant may be granted to any one Consultant in any 12 month period, and further, the aggregate number of Common Shares reserved for issuance pursuant to Options to all technical Consultants shall not exceed 2% of the Common Shares of the Corporation outstanding as at the date of grant; and

(f) no more than an aggregate of 2% of the total issued and outstanding Common Shares at the time of grant may be granted to all persons engaged to conduct Investor Relations Activities in any 12 month period (provided that while the Corporation is a CPC it must not grant any Options to such persons employed in Investor Relations Activities).

Appropriate adjustments shall be made as set forth in Section 14 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of this Plan.

7. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction

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of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the "Expiry Date"), subject to earlier termination as provided in Sections 10 and 11 thereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under this Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares (provided that while the Corporation is a CPC the exercise price of an Option granted under this Plan may not be less than the greater of (i) the price at which Common Shares are sold pursuant to the initial public offering of the Corporation, and (ii) the Discounted Market Price of the Common Shares).

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the expiry of the Option Period, subject to Sections 10 and 11 thereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted. Subject to Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the 1933 Act, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require, among other things, that the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

No Option granted pursuant to this Plan may be exercised before the completion of the Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin (as defined in Policy 2.4).

10. Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, Employee or Consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, but only within the later of: (i) 12 months after the completion of the Qualifying Transaction (as defined in Policy 2.4) by the Corporation; and (ii) ninety (90) days after the Optionee's ceasing to be a director, officer, Employee or Consultant (or 30 days in the case of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an Employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an Employee for the purposes of this Plan.

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11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative; and
(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee’s death.

12. Optionee’s Rights Not Transferable

No right or interest of any Optionee in or under this Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of this Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

13. Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or
(b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

14. Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;
(b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;
(c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a

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change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15. Costs

The Corporation shall pay all costs of administering this Plan.

16. Termination and Amendment

(a) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.

(b) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

(c) This Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

17. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

18. Prior Plans

On the effective date (as set out in Section 19 hereof), subject to Exchange approval and, if required, shareholder approval:

(a) this Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and

(b) all outstanding options shall be deemed to be granted pursuant to this Plan.

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19. Effective Date

This Plan shall become effective as of and from, and the effective date of this Plan shall be May 28, 2021 upon receipt of all necessary shareholder and regulatory approvals.

20. Legends on Hold Periods

If required by the Exchange policies or applicable securities laws, the Common Shares issued on exercise of the Options will be legended.

6419329.4

SCHEDULE "B"

HOSHI RESOURCE CORP.

(the "Corporation")

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

1.1 Assist the board of directors of the Corporation (the "Board of Directors") in its oversight role with respect to:

(a) the quality and integrity of financial information;
(b) the independent auditor's performance, qualifications and independence;
(c) the performance of the Corporation's internal audit function, if applicable;
(d) the Corporation's compliance with legal and regulatory requirements; and

1.2 Prepare such reports of the Audit Committee required to be included in the information/proxy circular of the Corporation in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three (3) or more Directors appointed by the Board of Directors, the majority of whom shall not be officers or employees of the Corporation or any of the Corporation's affiliates. Each of the members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, and applicable securities regulatory authorities.

The Board of Directors shall designate one (1) member of the Audit Committee as the Audit Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board of Directors.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the Board of Directors for the appointment and replacement of the independent auditor.

B-2

Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including: (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Corporation, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
Obtain from the independent auditor and review the independent auditor's report regarding the management internal control report of the Corporation to be included in the Corporation's annual information/proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every five years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit;
the annual audited financial statements;
the Corporation's annual and quarterly disclosures made in management's discussion and analysis;
approve any reports for inclusion in the Corporation's Annual Report, if any, as required by applicable legislation;
the Corporation's quarterly financial statements, including the results of the independent auditor's review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards;
significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements;
any significant changes in the Corporation's selection or application of accounting principles;
any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies; and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

AUDIT COMMITTEE'S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation's financial

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B-3

statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Corporation.

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this protocol. The Chief Financial Officer shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

6419329.4

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Hoshi Resource Corporation — Proxy Solicitation & Information Statement 2026

48143_rns_2026-01-28_68bb2308-f099-41eb-a326-2c0d4671f639.pdf

HOSHI RESOURCE CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

HOSHI RESOURCE CORP.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Voting of Proxies

Advice to Beneficial Shareholders on Voting Their Common Shares

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

I. Receipt of Financial Statements

II. Fixing Number of Directors

III. Election of Directors

Bankruptcy

Personal Bankruptcy

Penalties and Sanctions

IV. Appointment of Auditors

V. Approval of Stock Option Plan

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Executive Officers

Option based awards

Pension Plan Benefits

EQUITY COMPENSATION PLAN INFORMATION

MANAGEMENT CONTRACTS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience of Audit Committee Members

Proposed Members of the Audit Committee.

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Other Board Committees

Assessment of Directors, the Board and Board Committees

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

LEGAL PROCEEDINGS

ADDITIONAL INFORMATION

6. Common Shares Subject to Options

7. Option Agreement

8. Option Period and Exercise Price

9. Exercise of Options

10. Ceasing to be a Director, Officer, Employee or Consultant

11. Death of Optionee

12. Optionee’s Rights Not Transferable

13. Takeover or Change of Control

14. Anti-Dilution of the Option

15. Costs

16. Termination and Amendment

17. Applicable Law

18. Prior Plans

19. Effective Date

20. Legends on Hold Periods

SCHEDULE "B"

HOSHI RESOURCE CORP.

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

MEMBERSHIP AND MEETINGS

STRUCTURE AND OPERATIONS

SPECIFIC DUTIES

Oversight of the Independent Auditor

Financial Reporting

AUDIT COMMITTEE'S ROLE

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

More from Hoshi Resource Corporation

Hoshi Resource Corporation Proxy Solicitation & Information Statement 2026