IEMR Resources Inc. — Proxy Solicitation & Information Statement 2025

Jun 10, 2025

IEMR RESOURCES INC.
1300 – 1500 West Georgia Street
Vancouver, British Columbia V6G 2Z6

| 2025
ANNUAL
GENERAL
MEETING | Notice of Annual General Meeting of Shareholders
Management Information Circular |
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| Place: | Boughton Law Corporation

700 – 595 Burrard Street

Vancouver, British Columbia V7X 1S8 |
| Date: | Monday, July 7, 2025 |
| Time: | 11:00 a.m. (Vancouver time) |

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IEMR RESOURCES INC.

CORPORATE INFORMATION

Head Office

1300 – 1500 West Georgia Street
Vancouver, British Columbia V6G 2Z6

Directors and Officers

Charles Yuen, Chief Executive Officer & Director
Zheng Fu, President, Chief Financial Officer, Corporate Secretary & Director
Natalie Ni Shi, Director
JieLu Yu, Director
Zachary Yuen, Director

Registrar and Transfer Agent

Computershare Investor Services Inc.
3rd Floor, 510 Burrard Street
Vancouver, British Columbia V6C 3B9

Legal Counsel

Boughton Law Corporation

700 – 595 Burrard Street

Vancouver, British Columbia V7X 1S8

Auditor

Manning Elliott LLP
1100 – 1050 West Pender Street
Vancouver, British Columbia V6E 3S7

Listing

TSX Venture Exchange
Symbol "IRI"

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IEMR RESOURCES INC.

1300 – 1500 West Georgia Street, Vancouver, British Columbia V6G 2Z6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, JULY 7, 2025

NOTICE IS GIVEN that IEMR Resources Inc. (the "Company" or "we") will be holding its Annual General Meeting of shareholders (the "Meeting") on Monday, July 7, 2025 ("Meeting Date") at 11:00 a.m. (Vancouver time) at Boughton Law Corporation, #700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8 for the following purposes:

1. To receive the Company's audited financial statements for the financial year ended October 31, 2024 (with comparative statements for the 2023 financial year) together with the auditor's report on the financial statements and the related management's discussion and analysis. For detailed information regarding this matter, please refer to the section in the Information Circular under the heading "ADDITIONAL INFORMATION".

2. To fix the number of directors at five (5). For detailed information regarding this matter, please refer to the section in the Information Circular under the heading "NUMBER OF DIRECTORS".

3. To elect directors. For detailed information regarding this matter, please refer to the section in the Information Circular under the heading "ELECTION OF DIRECTORS".

4. To re-appoint the Company's auditor and to authorize the Board of Directors to fix the auditor's remuneration. For detailed information regarding this matter, please refer to the section in the Information Circular under the heading "APPOINTMENT OF AUDITOR".

5. To re-approve the Company's stock option plan. For detailed information regarding this matter, please refer to the section in the Information Circular under the heading "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of Stock Option Plan".

6. To transact additional or other business that may properly come before the Meeting or any adjournment of the Meeting.

We urge shareholders to review the Information Circular before voting.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your common shares you must vote online, by telephone or by mailing the enclosed proxy or other suitable form of proxy or a Voting Instruction Form, which we must receive by 11:00 a.m. (Toronto time) on Thursday, July 3, 2025 or not later than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is postponed or adjourned.

Accessing the Information Circular Online

The Information Circular (and the financial statement request card) can be viewed online under the Company's SEDAR+ profile at www.sedarplus.ca.

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Registered Shareholders

Every registered shareholder at the close of business on June 2, 2025 is entitled to receive notice of, and to vote their common shares at the Meeting. Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their common shares will be voted at the Meeting must complete, sign and deliver the enclosed form of proxy c/o Proxy Dept., Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. In order to be valid and acted upon at the Meeting, forms of proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement of the Meeting. More detailed instructions regarding voting by proxy are provided in the accompanying form of proxy and in the Information Circular.

Beneficial Shareholders

Shareholders may beneficially own their common shares through a broker, another intermediary or an agent of that broker or intermediary ("Beneficial Shareholders"). Unless they receive specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Beneficial Shareholder, it is vital that you return the Voting Instruction Form provided to you by your broker, intermediary or its agent according to their instructions, well before the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on your behalf.

Dated at Vancouver, British Columbia this 2nd day of June, 2025.

By Order of the Board of Directors

(signed) "Charles Yuen"

Charles Yuen

Chief Executive Officer and Director

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INVITATION TO SHAREHOLDERS

June 2, 2025

Dear Shareholder:

On behalf of the board of directors (the "Board") of IEMR Resources Inc. (the "Company"), we are notifying you of our annual general meeting (the "Meeting") of shareholders ("Shareholders") holding common shares of the Company to be held on Monday, July 7, 2025 at 11:00 a.m. (Vancouver time) or any adjournment or postponement thereof, at the office of the Company's solicitors at 700 – 595 Burrard Street, Vancouver, B.C. V7X 1S8.

The items of business to be considered at the Meeting are described in the accompanying Notice of Meeting and Information Circular. The Board has approved the contents and the sending of the Information Circular.

Our public documents are available under the Company's SEDAR+ profile at www.sedarplus.ca. We encourage you to visit our profile on SEDAR+ for information about the Company, including news releases and other continuous disclosure documents.

We look forward to receiving your vote on the business to be considered at the Meeting.

Yours sincerely,

(signed) "Charles Yuen"

Charles Yuen

Chief Executive Officer and Director

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IEMR RESOURCES INC.

1300 – 1500 West Georgia Street, Vancouver, British Columbia V6G 2Z6

INFORMATION CIRCULAR

(Containing information as at June 2, 2025 unless indicated otherwise)

This Information Circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of IEMR Resources Inc. for use at the annual general meeting of our shareholders (the "Meeting") to be held on Monday, July 7, 2025 at the time and place and for the purposes described in the Notice of the Meeting.

In this Information Circular, references to "the Company", "we", "us" and "our" refer to IEMR Resources Inc. "Common Shares" means common shares without par value in the capital of the Company. "Registered Shareholders" means shareholders whose names appear on the Company's records as the registered holders of Common Shares. "Beneficial Shareholders" means shareholders who do not hold Common Shares in their own name and instead hold their Common Shares through an Intermediary. "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that hold Common Shares on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by our directors, officers and regular employees at nominal cost. We will bear all costs of this solicitation. We have arranged for Intermediaries to forward the proxy-related materials to our Beneficial Shareholders and we may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are our officers and/or directors. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy. If your Common Shares are held in physical form (i.e. paper form) and are registered in your name, then you are a Registered Shareholder. However, if, like most shareholders, you keep your Common Shares in a brokerage account or through another Intermediary, then you are a Beneficial Shareholder. The manner for voting is different for Registered Shareholders and Beneficial Shareholders. The instructions below should be read carefully by all shareholders.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented by the Proxy in accordance with your instructions on any ballot that may be called for. If you specify a choice regarding any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy gives discretionary authority to the persons named as proxyholders in the Proxy, regarding the following:

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(a) each matter identified in the Proxy for which a choice is not specified, other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified in the Proxy, and
(c) any other matter that properly comes before the Meeting.

If a choice is not specified or where both choices have been specified in respect of a matter in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy in favour of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

(a) completing, dating and signing the Proxy that accompanies this Information Circular or another suitable form of Proxy and returning it to our transfer agent, Computershare Investor Services Inc. ("Computershare") by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
(b) using a touch-tone phone to transmit voting choices to the following toll-free number 1-866-732-8683. Registered Shareholders must follow the instructions of the voice response system and refer to the form of Proxy for the holder's account number and the proxy control number; or
(c) using the Internet through the website of the Company's transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the form of Proxy for the holder's account number and the proxy control number.

It is critical that we receive your proxy or your telephone or Internet votes at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement of the Meeting.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. If your Common Shares are listed in an account statement provided to you by an Intermediary, then in almost all cases your Common Shares will not be registered in your name on the records of the Company. Your Common Shares will more likely be registered under the name of your Intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks)

Intermediaries are required to seek voting instructions from Beneficial Shareholders before shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders. In order to vote their Common Shares, Beneficial Shareholders must follow the procedures provided by the Intermediaries.

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There are two kinds of Beneficial Shareholders – those who object to their name being made known to us (called "OBOs" for "Objecting Beneficial Owners") and those who do not object to us knowing who they are (called "NOBOs" for "Non-Objecting Beneficial Owners").

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a NOBO, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Common Shares on your behalf.

Beneficial Shareholders who are NOBOs and OBOs should carefully follow the instructions of your Intermediary to ensure that your Common Shares are voted at the Meeting. The form of VIF supplied to you by your Intermediary will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf. Most Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and the United States. Broadridge mails a similar VIF (the "Broadridge VIF") instead of the Proxy provided by the Company. The Broadridge VIF will appoint the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder), other than the persons designated in the Broadridge VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Broadridge VIF. The completed Broadridge VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the Internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions for the voting of Common Shares to be represented at the Meeting. If you receive a Broadridge VIF, you cannot use it to vote Common Shares directly at the Meeting – the Broadridge VIF must be completed and returned to Broadridge, in accordance with its instructions, well before the Meeting in order to have the Common Shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you, may attend the Meeting and vote your Common Shares as proxyholder for your Intermediary. If you wish to attend the Meeting and indirectly vote your Common Shares as proxyholder for your Intermediary, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return it to your Intermediary in accordance with their instructions, well in advance of the Meeting.

Alternatively, you can request in writing that your Intermediary send you a legal proxy that would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

Revocation of Proxies

In addition to revoking your proxy in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by signing a proxy bearing a later date or by signing a valid notice of revocation. Either a proxy with a later date or another valid notice of revocation must be signed by the Registered Shareholder or the Registered Shareholder's authorized attorney in writing, or, if the Registered Shareholder is a corporation, by an authorized officer or attorney, and by delivering the proxy with the later date to Computershare or at the address of our legal counsel at Suite 700, 595 Burrard Street, Vancouver, British Columbia, V7X 1S8, at any time up to and including the last business day before the day of the Meeting or, if the Meeting is adjourned or postponed, the last business day before the day the Meeting is reconvened, or to the chairman of the Meeting on the day

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  of the Meeting or any date on which the Meeting is reconvened. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of our directors or executive officers, nor any person who has held such a position since the beginning of our last completed financial year end, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out in this Information Circular. Directors and executive officers may, however, be interested in an annual shareholder approval of our stock option plan. See "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of Stock Option Plan".

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Our board of directors (the "Board") has set Monday, June 2, 2025 as the record date (the "Record Date") for determining the shareholders who are entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner described above will be entitled to vote or to have their Common Shares voted at the Meeting.

As of Monday, June 2, 2025 there were 94,807,141 Common Shares issued and outstanding, each carrying the right to one vote.

On a show of hands, every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders who is present at the Meeting and is entitled to vote will have one vote for each Common Share held. If a poll is requested, every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share held by such shareholder.

To the knowledge of our directors and executive officers, the following persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying 10% or more of the issued and outstanding Common Shares as at June 2, 2025:

Name of Shareholder	Number of Common Shares Held^{(1)}	Percentage of Total Outstanding Common Shares
Zheng Fu	72,040,857^{(1)}	75.96%

Note:
(1) 64,302,857 of these Common Shares are beneficially owned and controlled by Zheng Fu through IEMR Group Limited, a private company of which he owns 100% of the outstanding shares.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority (more than 50%) of affirmative votes cast at the Meeting is required to pass the resolutions described in this Information Circular. If there are more nominees for election as directors or appointment of our auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected by acclamation.

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NUMBER OF DIRECTORS

The Board proposes that the number of directors to be elected at the Meeting be set at five (5). Shareholders will therefore be asked to approve an ordinary resolution that the number of directors be set at five (5).

ELECTION OF DIRECTORS

The term of office of directors elected by shareholders at an annual general meeting ends at the close of the next annual general meeting of the shareholders, unless the director resigns or retires or is removed from office earlier in accordance with the provisions of the Business Corporations Act (British Columbia) ("BCBCA"). The term of office of an individual appointed as a director by the Board between annual general meetings also ends at the close of the next annual general meeting, unless such director resigns or retires or is removed from office earlier. If less than the number of directors set by shareholders is elected at an annual general meeting, the Board is not permitted under the BCBCA to appoint an individual to fill that vacancy before the next annual general meeting, unless the Board approves an increase in the number of directors subject to the restrictions in the BCBCA. If, however, a current director resigns or retires or is removed in accordance with the BCBCA before the next annual general meeting, the Board is permitted under the BCBCA to appoint a new director to fill the vacancy.

The following table sets out the names of management's nominees for election as a director (a "proposed director"), the province or state and country in which he or she is an ordinarily resident, all major offices and positions held with the Company, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Company, and the number of Common Shares beneficially owned by each, directly or indirectly, or over which each nominee exercises control or direction, as of the date of this Information Circular.

Name of Nominee Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment(1)	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled, or Directed, Directly or Indirectly
CHARLES YUEN(2)
Chief Executive Officer and Director
Vancouver, BC	Chief Executive Officer and a director of the Company; former Executive Vice President and Director of American CuMo Mining Corporation, a mineral exploration company; involved with developing international trade, distribution, manufacturing, marketing, financial and organizational strategies for Canadian business.	Since July 14, 2010	0
ZHENG FU
President, Chief Financial Officer, Corporate Secretary and Director
Vancouver, BC	President, Chief Financial Officer, Corporate Secretary and a director of the Company; President, Chief Executive Officer and the sole shareholder of IEMR Group Limited, a global investment company; formerly employed with ICBC Bank, one of the largest banks in China.	Since May 9, 2016	72,040,857(3)

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Name of Nominee Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment(1)	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled, or Directed, Directly or Indirectly
NATALIE NI SHI(2)
Director
Richmond, BC	Accomplished and experienced classical opera singer and musician with several distributed records; film, television and live musical actress; model in both China and the USA; Director of the North American Foundation for Arts & Minorities (NAFAM).	Since June 29, 2015	0
JIELU YU(2)
Director
Burnaby, BC	Manager at Yukunlun Property Management Company; Financial Consultant at Shanghai Zhongjing International Trade Co., Ltd. a business of titanium and titanium dioxide import and export and domestic trade	Since February 1, 2021	0
ZACHARY C. YUEN
Director
Vancouver, BC	Accomplished Professional ice hockey player; member of the Chinese hockey team at the 2022 Winter Olympics and the 2022 International Ice Hockey Federation World Championship; Commentator and analyst for the NHL at a media giant in China.	Since September 3, 2024	0

Notes:
(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of our management and has been furnished by the nominees themselves.
(2) Denotes member of audit committee.
(3) 64,302,857 of these Common Shares are beneficially owned and controlled by Zheng Fu through IEMR Group Limited, a private company of which he owns 100% of the outstanding shares.

None of the proposed directors of the Company is to be elected under any arrangement or understanding between the proposed director and any other person or company, except our directors and officers acting solely in such capacity.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

No proposed director (or any of their personal holding companies) is, as at the date of this Information Circular, or has been, within the preceding 10 years, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was the subject of a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation for more than 30 consecutive days while that proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or
(b) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation for more than 30 consecutive days after that

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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;

(c) no proposed director (or any of their personal holding companies) is, as at the date of this Information Circular, or has been, within the preceding 10 years, a director or executive officer of any company (including the Company) 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.

No proposed director (or any of their personal holding companies) has, within the preceding 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became 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 proposed director.

No proposed director (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 that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

EXECUTIVE COMPENSATION

The Company is a 'venture issuer' and is disclosing the compensation of its director and named executive officers in accordance with Form 51-102F6V Statement of Executive Compensation - Venture Issuers.

The following individuals are considered the "Named Executive Officers" or "NEOs" for the purposes of the disclosure:

(a) our Chief Executive Officer or CEO, including an individual performing functions similar to a CEO;
(b) our Chief Financial Officer or CFO, including an individual performing functions similar to a CFO;
(c) the most highly compensated executive officer of the Company and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers; and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact the individual was not an executive officer of the Company and was not acting in a similar capacity as of October 31, 2024.

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For the purposes of the disclosure under Statement of Executive Compensation:

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"executive officer" of the Company means an individual who is the Chairman or Vice-Chairman of the Board, the President, a Vice-President in charge of a principal business unit, division or function including sales, finance or production, or any other individual who is 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;

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

At the end of our most recently completed financial year ended October 31, 2024, we had two Named Executive Officers, Charles Yuen, the Company's CEO, and Zheng Fu, the Company's CFO, President and Corporate Secretary. There were no other executive officers of the Company, or other individuals acting in a similar capacity, whose total compensation was, individually, more than $150,000 during the financial years ended October 31, 2024 and 2023.

Named Executive Officer and Director Compensation, Excluding Compensation Securities

The following table is a summary of compensation (excluding compensation securities) paid to the Named Executive Officers and any director who is not a NEO for the financial years ending October 31, 2024 and 2023.

Name and Position	Year(1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Charles Yuen	2024	Nil	Nil	Nil	Nil	Nil	Nil
CEO & Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Zheng Fu	2024	Nil	Nil	Nil	Nil	Nil	Nil
President, CFO, Corporate Secretary & Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Natalie Ni Shi	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
JieLu Yu	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	N/A	N/A	N/A	N/A	N/A	N/A
Zachary C. Yuen	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director

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  Notes:
  (1) Financial years ended October 31, 2024 and 2023.

Stock Options and Other Compensation Securities

No incentive stock options ("Options") or other compensation securities were granted or issued to NEOs or directors during the financial year ended October 31, 2024 for services provided or to be provided, directly or indirectly, to the Company or any of our subsidiaries.

During the financial year ended October 31, 2024, no Options or other compensation securities were exercised by any NEO or director.

Stock Option Plan

We adopted a new stock option plan (the "Plan") in 2022 for the granting of Options to our directors, officers, employees, consultants and other eligible persons, which was approved by our shareholders at the last annual general meeting held on June 27, 2024, and by the TSX Venture Exchange (the "Exchange"). The purpose of granting Options is to assist us in compensating, attracting, retaining and motivating our directors and to closely align the personal interests of those individuals to those of our shareholders.

We grant Options according to the level of responsibility of the executive officer as well as his or her impact or contribution to our longer-term operating performance. In setting the number of Options to be granted to our executive officers, the Board takes into account the number of Options, if any, previously granted to each executive officer, and the exercise price of any outstanding Options to ensure that such grants comply with the policies of the Exchange, and closely align the interests of our executive officers with the interests of our shareholders.

The Board has the responsibility to administer the compensation policies related to our executive management, including Options. A description of the material terms of the Plan is found under the heading "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of Stock Option Plan".

Employment, Consulting and Management Agreements

The Company has no employment or consulting agreements with any of its NEOs or directors. Other than as disclosed elsewhere in this Information Circular, no management functions are to any substantial degree performed by a person or company other than our NEOs and directors.

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

The Company has no standard arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of Options in accordance with the policies of the Exchange. The granting of Options provides a link between director compensation and the Company's share price. It also rewards directors for achieving results that improve the Company's performance and thereby increase shareholder value. In making a determination as to whether a grant of long-term Options is appropriate, and if so, the number of Options that should be granted, the Board will consider: the number and terms of outstanding Options held by each director; the value in securities of the Company that the Board intends to award as compensation; the potential dilution to shareholders and the cost to the Company; general industry standards; and the limits imposed by the terms of our Plan and the Exchange. The granting of Options allows the Company to reward the directors' efforts to increase value for shareholders without requiring the Company to use

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cash from its treasury. The terms and conditions of the grant of Options, including vesting provisions and exercise prices, are governed by the terms of the Plan, which are described in more detail under "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of Stock Option Plan". The directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.

Executive Officer Compensation

The Board as a whole determines executive compensation from time to time. We do not have a formal compensation policy. When setting the compensation of our executive officers, the Board considers: i) recruiting, motivating and retaining executives critical to our success and the enhancement of shareholder value; ii) providing fair and competitive compensation; iii) balancing the interests of management and our shareholders; and iv) rewarding performance, both on an individual basis and in the context of our operations in general. We do not have a formal compensation program. However, the Board meets from time to time to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Board's compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interests of our shareholders; (c) provide a compensation package that enables us to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that we are under by virtue of the fact that we are a mineral exploration company without a history of revenue.

The Board generally considers three elements of compensation – cash salary, cash consulting fees, and Options.

Cash salary or consulting fees is used to provide the executive officer with a set amount of money during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. The Board determines what the executive officer's salary or consulting fee compensation will be, based on the overall performance of the Company, the performance of the executive officer and general trends in the industry. We do not expect to use any formally defined objectives, benchmarks criteria and analysis in all cases.

The granting of Options provides a link between management compensation and our share price. It also rewards management for achieving results that improve our performance and thereby increase shareholder value. In making a determination as to whether a grant of long-term Options is appropriate, and if so, the number of options that should be granted, the Board will consider: the level of responsibility of the executive officer; the number of options, if any, previously granted to each executive officer; the exercise price of any outstanding options; the potential dilution to shareholders and the cost to the Company; general industry standards; and the limits imposed by the terms of the Company's stock option plan and the Exchange. We consider the granting of Options to be a particularly important element of compensation as it allows us to reward the executive officer's efforts to increase value for shareholders without requiring us to use cash from its treasury. The terms and conditions of stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Plan, which are described under the heading "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of New Stock Option Plan".

The Board have the discretion to pay cash bonuses to our executive officers, however, we have no formal bonus plan or any other formal arrangements under which bonuses may be earned and we do not expect to pay any bonuses to our executive officers in the current financial year.

Other than as described above there are no other perquisites provided to the Named Executive Officers.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which we have in place is the Plan, which is administered by the Board. The Plan has been established to provide incentive to qualified individuals to increase their proprietary interest in the Company and thereby encourage their continuing association with us. A description of the significant terms of the Plan is found under the heading "PARTICULARS OF MATTERS TO BE ACTED UPON – Re-Approval of Stock Option Plan".

The following table sets out information regarding our equity compensation plan as at the end of the financial year ended October 31, 2024.

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders - (the Plan)	5,740,000	$0.05	3,740,714
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	5,740,000		3,740,714

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during our last completed financial year or as of June 2, 2025, was any current or former director, executive officer, employee of the Company, nor any proposed management nominee for election as a director of the Company, nor any associate of any such director, executive officer, or proposed management nominee of the Company, indebted to the Company or any of our subsidiaries or indebted to another entity where such indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of our subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of our management, no informed person, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the beginning of the last completed financial year or during the current financial year, which has materially affected or would materially affect the Company or any of our subsidiaries.

An "informed person" means:

(a) a director or executive officer of the Company;

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(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

(c) any person or company who beneficially owns, directly or indirectly, the Company's voting securities or who exercises control or direction over the Company's voting securities or a combination of both carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities other than voting securities held by the person or company as underwriter in the course of a distribution; and

(d) the Company if it has purchased, redeemed or otherwise acquired any of the Company's securities, so long as the Company holds any of its securities.

APPOINTMENT OF AUDITOR

At the Meeting, shareholders will be asked to approve the appointment of Manning Elliott LLP, Chartered Accountants, as our auditor to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the directors. Manning Elliott LLP was first appointed on June 29, 2015.

Management recommends that shareholders vote for the appointment of Manning Elliott LLP as our auditor for the Company's financial year ending October 31, 2024 at a remuneration to be fixed by the Board.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees ("NI 52-110") requires the Company, as a "venture issuer", to disclose annually in our Information Circular certain information concerning our audit committee and our relationship with our independent auditor, as described below.

The Audit Committee’s Charter

Our audit committee has a charter. A copy of the audit committee charter is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The members of our audit committee are Charles Yuen, Natalie Ni Shi and JieLu Yu. Ms. Shi and Ms. Yu are the independent members of our audit committee. All members of the audit committee are considered to be financially literate.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

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

Relevant Education and Experience

Charles Yuen - Mr. Yuen has over twenty years of experience in developing international trade, distribution, manufacturing, marketing, financial, and organizational strategies for several Canadian

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businesses. He served as executive director and V.P. at several import and export corporations, and served as the chairman of the Canadian Asian Food Suppliers Association and three other non-profit organizations. He has also worked with the various levels of government on natural resources, environmental and safety issues.

Natalie Ni Shi – Ms. Shi is an accomplished classical opera singer and musician with several distributed records. She is also a film, television and live musical actress and a model in both China and the USA. She is also a co-founder and a director of the North American Foundation for Arts & Minorities (NAFAM). Ms. Shi obtained a B. M. Major in Opera and a B. M. Minor in Commerce (Sauder School of Business) at the University of British Columbia. She furthered her studies in gemmology in Hong Kong and opera in Italy and Beijing.

JieLu Yu – Ms. Yu is a financial consultant at Shanghai Zhongjing International Trade Co., Ltd., a business mainly engaged in titanium and titanium dioxide import and export and domestic trade. She is also a manager at Yukunlun Property Management Company. Ms. Yu holds a degree in Nutritional Sciences.

Each member of our audit committee has adequate education and experience that would provide the member with:

(a) an understanding of the accounting principles we use to prepare our financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

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

(c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of our most recently completed financial year has the audit committee made any recommendations to the Board to nominate or compensate our auditor, which were not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of our most recently completed financial year have we relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. Part 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.

Pre-Approval Policies and Procedures

Our audit committee is authorized by the Board to review the performance of our external auditor and approve in advance provision of services other than auditing and to consider the independence of our external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The chairman of our audit committee is authorized to approve any non-audit services or additional work which the chairman deems as necessary and is required to notify the other members of the audit committee of such non-audit or additional work.

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External Auditor Service Fees

Our audit committee has reviewed the nature and amount of the non-audited services provided to us by Manning Elliott LLP, Chartered Professional Accountants, to ensure auditor independence. Fees incurred with Manning Elliott LLP for audit and non-audit services in the last two financial years are outlined in the following table:

Nature of Services	Fees Paid to Auditor in Year Ended October 31, 2024	Fees Paid to Auditor in Year Ended October 31, 2023
Audit Fees^{(1)}	$36,500	$23,250
Audit-Related Fees^{(2)}	$438	$279
Tax Fees^{(3)}	$6,750	$6,750
All Other Fees^{(4)}	Nil	Nil
Total	$43,688	$30,279

Notes:

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

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

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

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

Exemption

We are relying upon the exemption in section 6.1 of NI 52-110.

CORPORATE GOVERNANCE

National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices we have adopted are set out below.

Independence of Board Members

The Board is currently composed of five directors, namely Charles Yuen, Zheng Fu, Natalie Ni Shi, JieLu Yu and Zachary Yuen. Each of the five current directors are expected to continue as directors following the Meeting. Of the five individuals to be nominated by management for election as directors, Natalie Ni Shi, JieLu Yu and Zachary Yuen are independent based upon the tests for independence set out in section 1.4 of NI 52-110. Charles Yuen is not considered independent because he is our Chief Executive Officer. Zheng Fu is not independent because he is our President, Chief Financial Officer and Corporate Secretary.

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Management Supervision by Board

Our current operations do not support a large board of directors and the Board has determined that the current constitution of the Board is appropriate for our current stage of development.

Independent supervision of management is accomplished by choosing management who demonstrate a high level of integrity and ability and by having strong independent Board members. Our independent directors, however, are able to meet at any time without any members of management, including the non-independent directors being present. In addition, our audit committee is required to be comprised of a majority of independent directors. We will need to appoint one more independent director to become a member of our audit committee as soon as possible after the Meeting has taken place. We are seeking suitable candidates for this position.

Participation of Directors in Other Reporting Issuers

None of our current or nominee directors are also directors or officers of other reporting issuers.

Orientation and Continuing Education

There is no formal orientation for new members of the Board, and this is considered to be appropriate, given our size and current limited operations. While we do not have formal orientation and training programs, new Board members are provided with:

1. access to our recent, publicly filed documents; and
2. access to management, the auditor and our consultants.

The skills and knowledge of the Board as a whole is such that we do not believe that any formal continuing education process is currently required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies in the natural resource sector.

Board members are encouraged to communicate with management, our auditor and our consultants and to keep themselves current with industry trends and developments and changes in legislation. Board members have full access to our records.

Ethical Business Conduct

The Board expects management to operate our business in a manner that enhances shareholder value and is consistent with the highest level of integrity. The Board views good corporate governance as an integral component to our success and to meet responsibilities to shareholders. Management is expected to carry out our business plan and to meet performance goals and objectives. To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of our operations and the small number of officers and employees allow the independent members of the Board to monitor on an ongoing basis management's activities and to ensure that the highest standard of ethical conduct is maintained. As we grow in size and scope, the Board anticipates that it will adopt a formal Code of Business Conduct and Ethics.

Nomination of Directors

The Board determines new nominees to the Board, although a formal process has not been adopted. The Board assesses potential Board candidates based on perceived needs on the Board, required skills expertise, independence and other factors. The nominees are generally the result of recruitment efforts

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by the Board members, including both formal and informal discussions among Board members and our Chief Executive Officer.

Compensation of Directors and the CEO

The independent directors have the responsibility for determining compensation for our directors and senior management. When setting compensation, our independent directors review compensation paid to directors and CEOs of companies of similar size and stage of development in the mineral exploration and mining industry. They determine an appropriate compensation that reflects the need to provide incentive and compensation for the time and effort expended by the directors and senior management while also taking into account our financial and other resources.

Board Committees

The Board has determined that additional committees are not necessary at this stage of our development.

Assessments

The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider establishing one in the future if circumstances warrant. Based on our size, our stage of development and the limited number of Board members, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing our current directors. One or more members of the Board review a proposed directors' credentials before a Board Meeting at which the proposed director may be appointed or nominated for election by the shareholders.

PARTICULARS OF MATTERS TO BE ACTED UPON

Re-Approval of Stock Option Plan

We established the Plan in 2022 to grant Options as an incentive to persons eligible under the Plan ("Eligible Persons") to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company. The Plan is administered by the Board and Options may be granted at the discretion of the Board to Eligible Persons ("Optionees"). The total number of Common Shares reserved for issuance under the Plan and any other securities based compensation arrangement (together, "Securities Based Compensation"), from time to time, may not exceed in aggregate 10% of the Company's Common Shares issued and outstanding as at the date of grant or issuance of Securities Based Compensation.

Eligible Persons

Under the Exchange's policies, to be eligible for the grant of a stock option under the Plan, an Optionee must be a Director, Officer, Employee or a Management Company Employee of the Company or any affiliate of the Company, or company that is wholly owned by one of them, or any Consultant or Consultant Company of the Company or any affiliate of the Company (as such capitalized terms are defined in Exchange policies).

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Material Terms of the Plan

The following is a summary of the material terms of the Plan:

1. All Options expire on a date not later than ten years after the date of grant of such Option.

2. The exercise price of an Option cannot be lower than the Market Price (as defined in the Exchange's policies of the Common Shares, less any discount permitted by the Exchange, on the date of grant of the Option with a minimum exercise price of $0.05 as long as the Company is classified as a "NEX" issuer pursuant to the NEX Policy.

3. The maximum number of Common Shares that are issuable pursuant to all Securities Based Compensation granted or issued to Insiders (as such term is defined in Exchange policies) (as a group) must not exceed 10% of the issued Common Shares at any point in time, unless the Company has obtained disinterested shareholder approval pursuant to Exchange policies.

4. The maximum number of Common Shares that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued Common Shares, calculated as at the date any Securities Based Compensation is granted or issued to any Insider, unless the Company has obtained disinterested shareholder approval pursuant to Exchange policies.

5. The maximum number of Common Shares that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to any one Eligible Person must not exceed 5% of the issued Common Shares, calculated as at the date any Securities Based Compensation is granted or issued to the Eligible Person, unless the Company has obtained disinterested shareholder approval pursuant to Exchange policies.

6. The maximum number of Common Shares that are issuable pursuant to all Securities Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the issued Common Shares, calculated as at the date any Securities Based Compensation is granted or issued to the Consultant, unless the Company has obtained disinterested shareholder approval pursuant Exchange policies.

7. Provided that the Company is classified as a "Tier 1" or "Tier 2" issuer by the Exchange, the maximum number of Common Shares that are issuable pursuant to all Options granted or issued in any 12 month period to all Investor Relations Service Providers in aggregate must not exceed 2% of the issued Common Shares, calculated as at the date any Option is granted or issued to any such Investor Relations Service Provider.

8. Provided that the Company is classified as a "Tier 1" or "Tier 2" issuer by the Exchange, Options granted to any Investor Relations Service Provider (as defined in Exchange policies) must vest in stages over no less than 12 months with no more than one-quarter of the Options vesting in any three month period, and both the Company and the Optionee represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

9. The approval of the Company's disinterested shareholders must be obtained for any amendment to or reduction in the exercise price of the Option or extension of the term of the Option if the Optionee is an Insider of the Company at the time of the proposed amendment.

10. For Security Based Compensation granted to the Employees, Consultants or Management Company Employees, both the Company and the Optionee represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

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• All rights to exercise Options will terminate upon the earliest of:

(a) the expiration date of the Option;

(b) the 90th day after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause or such other reasonable expiration date as the Board may determine, provided that such expiration date does not exceed 12 months following the date the Optionee ceases to be an Eligible Person;

(c) the 30th day after the Optionee who is engaged in Investor Relations Activities for the Company ceases to be employed to provide Investor Relations Activities provided that the Company is classified as a "Tier 1" or "Tier 2" issuer by the Exchange;

(d) the date on which the Optionee ceases to be an Eligible Person by reason or termination of the Optionee as an Employee, Consultant or Management Company Employee of the Company for cause (which, in the case of a Consultant, includes any breach of an agreement between the Company and the Consultant);

(e) the first anniversary of the date on which the Optionee ceases to be an Eligible Person by reason of termination of the Optionee on account of disability; or

(f) the first anniversary of the date of death of the Optionee.

Pursuant to the policies of the Exchange, at the Meeting, the shareholders of the Company will be asked to approve the following ordinary resolution, with or without variation:

RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the Company's current stock option plan be re-approved (the "Plan") in the form attached to the Company's Information Circular dated June 2, 2025 and available for review at the Company's annual general meeting, and that the Plan be ratified, confirmed, authorized and approved;

2. the reservation under the Plan and any other securities based compensation of up to a maximum of 10% of the issued common shares of the Company, on a rolling basis, as at the time of granting of any stock options pursuant to the Plan, be authorized and approved; and

3. the Company's Board of Directors be authorized to make any changes to the Plan, if required by the Exchange."

Unless the shareholder has specified in the enclosed form of Proxy or other form of proxy that the Common Shares represented by such proxy are to be voted against the resolution to re-approve the Plan, the persons named in the enclosed Proxy intend to vote in favour of the resolution.

The Plan will be made available to shareholders at the Meeting and prior to the Meeting by contacting the Company directly to obtain a copy. The Plan can also be reviewed online under the Company's SEDAR+ profile at www.sedarplus.ca.

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ADDITIONAL INFORMATION

Financial information is provided in our audited financial statements for the financial years ended October 31, 2024 and 2023 together with the corresponding management discussion and analysis as well as in our unaudited interim financial statements for the three-month period ended January 31, 2025 together with the corresponding management discussion and analysis, as filed on SEDAR+ at www.sedarplus.ca.

Additional information relating to the Company is filed under the Company's SEDAR+ profile at www.sedarplus.ca. Shareholders may request copies of our financial statements and related management's discussion and analysis by contacting our Corporate Secretary at 1300 – 1500 West Georgia Street, Vancouver, BC V6G 2Z6, Toll-Free 1-800 667-0873 within Canada and USA, or (778) 375-3223 outside Canada and USA. Copies of documents will be provided free of charge to shareholders. We may require the payment of a reasonable charge from any person or company who is not a shareholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

Dated at Vancouver, British Columbia this 2nd day of June, 2024.

By Order of the Board of Directors

(signed) "Charles Yuen"

Charles Yuen

Chief Executive Officer and Director

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SCHEDULE "A"
AUDIT COMMITTEE CHARTER

The following is the text of the audit committee’s charter:

Overall Purpose / Objectives

The Audit Committee will assist the board of directors (the "Board") in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company's process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the committee will maintain effective working relationships with the Board of Directors, management, and the external auditor and monitor the independence of the auditor. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Company's business, operations and risks.

Authority

The Board authorizes the audit committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice and to ensure the attendance of Company officers at meetings as appropriate.

Organization

Membership

The Audit Committee will be comprised of at least three members who are directors, a majority of which are not officers or employees of the Company.

The chairman of the Audit Committee will be nominated by the committee from time to time.

A quorum for any meeting will be two members.

The secretary of the Audit Committee will be the Company secretary, or such person as nominated by the Chairman.

Attendance at Meetings

The Audit Committee may invite such other persons (e.g. the President or Chief Financial Officer) to its meetings, as it deems appropriate.

Meetings shall be held not less than four times a year. Special meetings shall be convened as required. The external auditor may convene a meeting if they consider that it is necessary.

The proceedings of all meetings will be minuted.

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Roles and Responsibilities

The Audit Committee will:

• Gain an understanding of whether internal control recommendations made by the external auditor has been implemented by management.
• Gain an understanding of the current areas of greatest financial risk and whether management is managing these effectively.
• Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.
• Review any legal matters which could significantly impact the financial statements as reported on by the general counsel and meet with outside counsel whenever deemed appropriate.
• Review the annual and quarterly financial statements including Management's Discussion and Analysis and annual and interim earnings press releases prior to public dissemination, including any certification, report, opinion, or review rendered by the external auditor and determine whether they are complete and consistent with the information known to committee members; determine that the auditor is satisfied that the financial statements have been prepared in accordance with generally accepted accounting principles.
• Pay particular attention to complex and/or unusual transactions such as those involving derivative instruments and consider the adequacy of disclosure thereof.
• Focus on judgmental areas, for example those involving valuation of assets and liabilities and other commitments and contingencies.
• Review audit issues related to the Company's material associated and affiliated companies that may have a significant impact on the Company's equity investment.
• Meet with management and the external auditor to review the annual financial statements and the results of the audit.
• Evaluate the fairness of the interim financial statements and disclosures, and obtain explanations from management on whether:

(a) actual financial results for the interim period varied significantly from budgeted or projected results;
(b) generally accepted accounting principles have been consistently applied;
(c) there are any actual or proposed changes in accounting or financial reporting practices;
(d) there are any significant or unusual events or transactions which require disclosure and, if so, consider the adequacy of that disclosure.

• Review the external auditor's proposed audit scope and approach and ensure no unjustifiable restriction or limitations have been placed on the scope.

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• Review the performance of the external auditor and approve in advance provision of services other than auditing. Consider the independence of the external auditor, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Board authorizes the Chairman of the Audit Committee to approve any non audit or additional audit work which the Chairman deems as necessary and to notify the other members of the Audit Committee of such non audit or additional work.

• Make recommendations to the Board regarding the reappointment of the external auditor and the compensation to be paid to the external auditor.

• Review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements.

• Review and approve the Company's hiring policies regarding partners, employers and former partners and employees of the present and former external auditors of the Company.

• Establish a procedure for:

(a) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(b) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.

• Meet separately with the external auditor to discuss any matters that the committee or auditor believe should be discussed privately.

• Endeavour to cause the receipt and discussion on a timely basis of any significant findings and recommendations made by the external auditor.

• Ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business.

• Perform other functions as requested by the full Board.

• If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist, and set the compensation to be paid to such special counsel or other experts.

• Review and recommend updates to the charter; receive approval of changes from the Board.