ILL

International Lithium Corp.

789 West Pender Street, Suite 1120

Vancouver, British Columbia V6C 1H2

+1-236-358-9100 www.internationallithium.ca

MANAGEMENT INFORMATION CIRCULAR

AS AT AND DATED NOVEMBER 17, 2025

FOR SHAREHOLDER MEETING TO BE HELD ON MONDAY, DECEMBER 22, 2025

This Management Information Circular ("Information Circular") accompanies the Notice of the 2025 Annual General Meeting ("Notice of Meeting") of holders of Common Shares ("shareholders") of International Lithium Corp. (the "Company"), scheduled to be held at 9:30 am Pacific Time on December 22, 2025, at Suite 1120, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 (the "Meeting"), and is furnished in connection with a solicitation of proxies for use at that Meeting and at any adjournment or postponement of the Meeting, for the purposes set forth in the Notice of Meeting. Except where otherwise indicated, the information contained herein is stated as of November 17, 2025.

In this Information Circular, references to the "Company", "we" and "our" refer to International Lithium Corp. "Common Shares" or "Shares" means common shares without par value in the capital of the Company. "Registered Shareholders" means shareholders whose names appear on the records of the Company as the registered holders of Common Shares. "Beneficial Shareholders" means shareholders who do not hold Common Shares registered in their own name. "Intermediaries" means brokers, investment firms, clearing houses or similar entities that own securities on behalf of Beneficial Shareholders.

As a shareholder of the Company, you have the right to vote your shares on all items that come before the Meeting. You can vote your shares either by proxy or in person at the Meeting. This Information Circular will provide you with information about these items and how to exercise your right to vote. It will also tell you about the director nominees, the proposed auditor, the compensation of directors and certain officers, our corporate governance practices, executive compensation philosophy and practices and particulars of other matters to be voted on.

As a shareholder, to help you make an informed decision, it is important that you read this material carefully and vote your shares, either by proxy or in person at the meeting.

Financial information of the Company is provided in its audited financial statements and management's discussion and analysis for the year ended December 31, 2024. These and other documents can be found on the website of SEDAR+ (System for Electronic Document Analysis and Retrieval) at www.sedarplus.ca. If you are a shareholder and you wish to receive the Company's annual financial statements and/or interim financial statements and the accompanying management's discussion and analysis, please complete and return the request card included in the Meeting materials.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The form of proxy accompanying this Information Circular is being solicited by Management of the Company.

The Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal

contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

Under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), reporting issuers and others have the option to use the "notice-and-access" method to post proxy-related materials on a website (in addition to the SEDAR website) and send a notice package to shareholders informing them of the availability of the proxy-related materials on such website instead of having to mail proxy-related materials to registered holders and to beneficial owners.

The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with this Meeting. Should the Company elect to use the notice-and-access mechanism in future, it will provide advance notification to shareholders.

APPOINTMENT OF PROXYHOLDER

Only shareholders whose names appear on the records of the Company ("Registered Shareholders") or duly appointed proxyholders are permitted to vote at the Meeting. The purpose of a proxy is to designate a person who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. Those Registered Shareholders so desiring may be represented by proxy at the Meeting. The persons named in the form of proxy accompanying this Information Circular are directors and/or officers of the Company ("Management Appointees"). A shareholder has the right to appoint a person or company (who need not be a shareholder) to attend and act on the shareholder's behalf at the Meeting other than the Management Appointees. To exercise this right, the shareholder must either insert the name of the desired person in the blank space provided in the form of proxy accompanying this Information Circular and strike out the names of the Management Appointees, or submit another proper form of proxy.

VOTING BY PROXY

The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Information Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgement.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an "X" in the appropriate space. If you wish to give the persons named in the proxy discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxy holders nominated by management will vote the shares represented by your proxy in accordance with their judgment.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only shareholders whose names appear on our records or validly appointed proxy holders are permitted to vote at the Meeting. Most of our shareholders are non-registered shareholders ("Non-registered Shareholders") because their shares are registered in the name of Intermediaries, such as a brokerage firm, bank, trust company, trustee or administrator of a self-administered RRSP, RRIF, RESP, SIPP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. (any of which is a "Nominee"). If you purchased your shares through a broker, you are likely a Non-registered Shareholder.

Non-registered Shareholders who have not objected to their Nominee disclosing certain ownership information about themselves to us are referred to as "NOBOs". Those non-registered Holders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as "OBOs".

In accordance with the securities regulatory policy, we will have distributed copies of the Meeting Materials, being the Notice of Meeting, this Information Circular, and the form of proxy directly to NOBOs and to the Nominees for onward distribution to OBOs. The Company does not intend to pay for a Nominee to deliver to OBOs, therefore an OBO will not receive the materials unless the OBO's Nominee assumes the costs of delivery.

Nominees are required to forward the Meeting materials to each OBO unless the OBO has waived the right to receive them. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered shareholder. Meeting Materials sent to non-registered holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a non-registered holder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the non-registered shareholder. VIFs, whether provided by the Company or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-registered Shareholders to direct the voting of the Shares which they beneficially own. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the non-registered holder may request (in writing) to the Company or its Nominee, as applicable, without expense to the Non-registered Shareholder, that the non-registered holder or his/her nominee be appointed as proxyholder and have the right to attend and vote at the Meeting. Non-registered Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

VOTING BY REGISTERED SHAREHOLDERS

You are a Registered Shareholder if your name appears on a share certificate or a DRS Statement. If you are not sure whether you are a Registered Shareholder, please contact Computershare Investor Services Inc. ("Computershare") at 1-800-564-6253 or 1-514-982-7555 for clarification.

If you are a Registered Shareholder, you may vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by doing either of the following:

(a) complete, date and sign the Proxy and return it to the Company's transfer agent, Computershare, by fax within North America to 1-866-249-7775 and outside North America to +1-416-263-9524, or by mail or by hand to 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1; or
(b) use a touchtone phone to transmit voting choices by toll-free number in North America to 1-866-732-VOTE (8683) or to +1-312-588-4290 outside North America. In the case of Beneficial Non-Registered Shareholders, the toll-free telephone number is 1-866-734-VOTE (8683).

Registered Shareholders must follow the instructions on the voice response system and refer to the Proxy for their account number and proxy access number; or

(c) use the Internet through the website of the Company's transfer agent at www.investorvote.com (French: www.voteendirect.com). Registered Shareholders must follow the instructions that appear on the screen and refer to the Proxy for their account number and proxy access number.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the start of the Meeting or the adjournment thereof at which the Proxy is to be used.

RETURN OF PROXIES

To be effective, the proxy must be dated and signed and, together with the power of attorney or other authority, if any, under which it is signed notarial certified copy of it, deposited either at the office of Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, FACSIMILE (within North America) 1-866-249-7775 (outside North America) 1-416-263-9524, or by fax, hand or by mail or to the Company's head office at the address listed on the cover page of this Information Circular, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the start of the Meeting or any adjournment or postponement thereof.

REVOCABILITY OF PROXY

If you are a Registered Shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either: (a) signing a proxy bearing a later date; or (b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the office of the Company's registrar and transfer agent or to the Company's head office at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chairman of the Meeting on the day of the Meeting or any adjournment.

If you are a Non-registered Shareholder who wishes to revoke a VIF or to revoke a waiver of your right to receive Meeting materials and to give voting instructions, you must give written instructions to your Nominee at least seven days before the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The directors have determined that all shareholders of record as of November 17, 2025 (the "Record Date") will be entitled to receive notice of, attend and vote at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value, of which 272,403,254 Common Shares are issued and outstanding as of November 17, 2025. There is one class of shares only. As of the date of this Information Circular, the directors and executive officers of the Company, as a group, beneficially owned, or controlled or directed, directly or indirectly, approximately 85,275,072 Common Shares, representing approximately $31.30\%$ of the outstanding Common Shares.

At the Meeting, on a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of at least $50\%$ plus one vote of the votes cast will

be required to pass an ordinary resolution, and a majority of at least 2/3 of the votes cast will be required to pass a special resolution.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, the following individuals beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the outstanding voting rights attached to all shares of the Company:

Name of Shareholder	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Approximate Percentage of Issued and Outstanding Shares
John Wisbey	65,486,841	24.04 %
Peter Kucak	35,420,836	13.00 %

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, or controls or directs, directly or indirectly, Common Shares, or a combination of both, carrying more than ten per cent (10%) of the voting rights attached to the outstanding Common Shares of the Company (an "Insider"); (c) director or executive officer of a person or company that is itself an Insider or subsidiary of the Company; or (d) any associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year, or in any proposed transaction that has materially affected or would materially affect the Company, except with respect to an interest arising from the ownership of common shares of the Company where such person or company will receive no extra or special benefit or advantage not shared on a pro-rata basis by all holders of Common Shares of the Company.

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

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed 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 adoption of the Company's stock option plan, approval of which will be sought at the Meeting. Directors and executive officers of the Company may participate in the Company's stock option plan, and accordingly have an interest in its approval. See "Particulars of Matters to be Acted Upon at the Meeting".

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. SETTING NUMBER OF DIRECTORS

Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a director. The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at five (5) for the next year, subject to any increases permitted by the Company's Articles.

Management recommends Shareholders vote for the approval of setting the number of directors of the Company at five (5) for the ensuing year, subject to such increases as may be permitted by the Company's Articles.

2. ELECTION OF DIRECTORS

Management proposes to nominate the persons listed in Table 1 for election as directors. If, before the Meeting, any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the shares represented by the proxy for the election of any other person or persons as directors. Management does not expect that any of the nominees will be unable to serve as a director.

Unless such authority is withheld, the Management Appointees intend to vote the shares represented by proxy FOR the election of the nominees listed herein on any poll or ballot that may be called for.

Table 1
Director Nominees

Name, Jurisdiction of Residence and Present Office Held	Date Appointed or Elected as Director	Number of Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly, as at the Date of this Information Circular (3)	Principal Occupation and if not at Present an Elected Director, Occupation during the Past Five (5) Years (4)
John Wisbey (2) (5)
Zurich, Switzerland
Chief Executive Officer, Chair and Director	January 23, 2017	65,486,841	Chairman and Chief Executive Officer of the Company since March 2018.
Maurice Brooks (1) (2) (6)
Staines, United Kingdom
Chief Financial Officer and Director	February 13, 2017	6,122,636	Chief Financial Officer of the Company since May 2017; Chief Financial Officer of TNR Gold Corp. since May 2017; Qualified Chartered Accountant and Senior Statutory Auditor (U.K.) and Director of Johnson Smith & Co Chartered Accountants since 1999.
Anthony Kovacs (7)
British Columbia, Canada
Chief Operating Officer and Director	December 10, 2018	4,088,699	Chief Operating Officer of the Company since October 2012.
Ross Thompson (1) (2) (8)
London, United Kingdom
Non-executive Director	January 23, 2017	9,576,896	Chairman of Giftpoint Ltd. since 1995, one of the United Kingdom's largest marketing and merchandising companies.
Geoffrey Baker (1) (9)
Lugano, Switzerland
Non-executive Director	November 7, 2022	Nil	Director of Fairchild Gold Corp. and Global Hemp Group Inc.; Director of Tim Trading Limited, a UAE corporate entity with a registered office in Lugano, Switzerland; Co-Founder Cannastore & CB Token; Co-Founder CryptoChronic.

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) As a group, the directors and executive officers beneficially own or control a total of 85,275,072 Common Shares representing 31.30% of the Common Shares of the Company. Percentages of Common Shares owned are based on 272,403,254 Common Shares issued and outstanding on the Record Date.

(4) The information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective director. Unless otherwise stated above, any director of executive officer named above has held the principal occupation or employment indicated for at least five years.

(5) 37,357,163 shares are held through Mr. Wisbey's pension fund (SIPP) or through a corporation controlled by Mr. Wisbey. In addition to Common Shares, Mr. Wisbey holds 3,420,000 stock options and warrants to purchase up to 9,806,085 Shares.

(6) In addition to Common Shares, Mr. Brooks holds 1,000,000 stock options and warrants to purchase up to 681,818 Shares.

(7) In addition to Common Shares, Mr. Kovacs holds 3,235,000 stock options and warrants to purchase up to 125,000 Shares.

(8) In addition to Common Shares, Mr. Thompson holds 2,036,000 stock options and warrants to purchase up to 3,416,699 Shares.

(9) Mr. Baker holds 400,000 stock options.

To the knowledge of management of the Company, except as disclosed below in respect of Mr. Wisbey, no proposed director (including any personal holding company of a proposed director):

(a) 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,

(i) was subject to a cease trade or similar order (including a management cease trade order whether or not such person was named in the 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 (an "Order") while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer 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;

(b) 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, other than as set out below regarding Mr. Wisbey;

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

(d) has been subject to:

(i) 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 since December 31, 2000, or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, other than as set out below regarding Mr. Wisbey; or

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

(e) is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

John Wisbey was a non-executive director of Koine Money Ltd., a wholly owned UK subsidiary of Koine Finance Ltd. The company had been 100% financed by its parent Koine Finance Ltd. which was responsible for all group funding. Koine Finance itself became unable to raise further funding, so that funding to the company was no longer available and the company went into administration in 2021. John Wisbey was fined by the British Columbia Securities Commission in February 2024, for failure to report certain trades in the Company's shares. He paid a fine of $80,000 having also paid the normal late filing fees.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES HEREIN LISTED WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY THE MANAGEMENT APPOINTEES, IF NAMED IN THE PROXY, TO VOTE THE SHARES REPRESENTED BY PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS UNLESS THE SHAREHOLDER HAS SPECIFIED THAT THE SHARES REPRESENTED BY PROXY ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

Additional Information Regarding the Board

For additional information regarding the Company's Board of Directors (the "Board"), including compensation and corporate governance practices, see "Statement of Executive Compensation – Director Compensation" and "Corporate Governance Practices".

3. APPOINTMENT OF AUDITOR

MNP LLP, Chartered Professional Accountants ("MNP"), is the independent auditor of the Company. MNP has been the auditor of the Company since December 2, 2022.

Shareholders will be asked to approve the appointment of MNP, Chartered Professional Accountants, as the auditor of the Company to hold office until the next Annual General Meeting of the Shareholders, or until a successor is appointed, at a remuneration to be fixed by the Board of Directors.

Unless otherwise instructed, the proxies solicited by management will be voted FOR the appointment of MNP LLP as the auditor of the Company, to hold office for the ensuing year at a remuneration to be fixed by the directors.

4. RE-APPROVAL OF STOCK OPTION PLAN

The Company's current stock option plan, approved by the shareholders on September 16, 2024, is a "rolling up to 10%" plan (the "Plan") under which the number of shares that are issuable pursuant to the Plan is equal to up to a maximum of 10% of the issued shares of the Company as at the time of grant, less any common shares reserved for issuance pursuant to the grant of stock options under any other share compensation arrangements. During the year ended December 31, 2024, Nil options were granted, Nil options were exercised and 3,945,000 options were expired/cancelled.

Management seeks shareholder re-approval of the Plan in accordance with and subject to the rules and policies of the TSX Venture Exchange (the "Exchange" or "TSXV"). It is proposed that under the Plan, the total number of Common Shares that may be reserved for issuance will be 10% of the issued and outstanding common shares of the Company as at the time of grant, less any common shares reserved for issuance pursuant to the grant of stock options under any other share compensation arrangements. The Plan complies with the current policies of the Exchange, and all capitalized terms below that are not defined in this Information Circular, have the meanings given to them in the applicable policies of the Exchange.

As at the date hereof, there are 11,746,000 Common Shares reserved for issuance under outstanding stock options granted under the Company's security-based compensation arrangements.

Terms of the Plan

A full copy of the Plan will be available at the Meeting for review by shareholders. Shareholders may also obtain copies of the Plan from the Company prior to the meeting on written request. The following is a summary of the material terms of Plan:

The aggregate number of shares that may be issued pursuant to options granted under the Plan, unless otherwise approved by shareholders, may not exceed that number which is equal to 10% of the issued and outstanding shares of the Company at the time of the grant.
The number of shares subject to each option will be determined by the Board of Directors, provided that the aggregate number of shares reserved for issuance pursuant to options granted to:

(a) insiders may not exceed 10% of the issued shares of the Company in any 12 month period pursuant to all security based compensation granted or issued (unless disinterested shareholder approval has been obtained);

(b) insiders may not exceed 10% of the issued shares of the Company at any point in time;

(c) any one individual within a 12 month period may not exceed 5% of the number of issued and outstanding shares of the Company (unless the Company is a Tier 1 Issuer and disinterested shareholder approval has been obtained);

(d) any one consultant during any 12 month period may not exceed 2% of the issued shares of the Company;

(e) all persons employed to provide investor relations activities (as a group) may not exceed 2% of the issued shares of the Company during any 12 month period;

in each case calculated as at the date of grant of the option, including all other shares under option to such person at that time.

The exercise price of an option may not be set at less than the minimum price permitted by the TSXV. The Company must obtain disinterested shareholder approval of any decrease in the exercise price of, or extension of the term of, any stock options granted to individuals who are insiders at the time of the proposed amendment.
Options may be exercisable for a period of up to ten years from the date of grant.
The options are non-assignable and non-transferable. The options can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Plan or within a period of not more than 30 days after ceasing to be an eligible optionee or, if the optionee dies, within one year from the date of the optionee's death.
Options granted to consultants engaged to perform investor relations activities must be subject to a vesting requirement, whereby such options will vest over a period of not less than 12 months, with a maximum of 25% vesting in any 3-month period.
The Board of Directors will have the right to accelerate the date on which any option, other than an option granted in respect of consultants engaged to perform investor relations activities, becomes exercisable.

The Company's Plan terminates upon the termination of all outstanding plan awards unless previously terminated by the Board of Directors. Upon such Plan termination, all outstanding plan awards shall

thereafter continue to have force and effect in accordance with the provisions of the documents evidencing such plan awards.

A copy of the Plan may be inspected at the office of the Company, Suite 1120 – 789 West Pender Street, Vancouver, BC, V6C 1H2 during normal business hours at any time up to the Meeting and at the Meeting. In addition, a copy of the Plan will be mailed, free of charge, to any holder of common shares who requests a copy, in writing, from the Company at the address above.

Notice of options granted under the Plan must be given to the TSXV on a monthly basis. Any amendments to the Plan must also be approved by the TSXV and, if necessary, by the shareholders of the Company prior to becoming effective.

Accordingly, Shareholders will be asked to pass an ordinary resolution, in substantially the following form, to re-approve for the ensuing year, the Company's Plan:

“BE IT RESOLVED, as an ordinary resolution, that:

The Company’s Plan, as described in the Company’s Information Circular dated November 17, 2025, and the grant of options thereunder, including the reserving for issuance under the Plan at any time of a maximum of 10% of the issued common shares of the Company, is approved;
The Board of Directors is authorized on behalf of the Company to make any further amendments to the Plan as may be required by regulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of the Plan;
The Company file the Plan with the TSX Venture Exchange for acceptance; and
Any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to this resolution.”

Unless otherwise instructed, the proxies solicited by management will be voted FOR the re-approval of the Company’s stock option plan.

5. OTHER BUSINESS

MANAGEMENT IS NOT AWARE OF ANY OTHER MATTER TO COME BEFORE THE MEETING OTHER THAN AS SET FORTH IN THE NOTICE OF MEETING. IF ANY OTHER MATTER PROPERLY COMES BEFORE THE MEETING, IT IS THE INTENTION OF THE MANAGEMENT APPOINTEES TO VOTE THE SHARES REPRESENTED BY THE FORM OF PROXY ACCOMPANYING THIS INFORMATION CIRCULAR ON ANY BALLOT THAT MAY BE CALLED FOR IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH MATTER.

You are urged to carefully consider all of the information in the accompanying Information Circular to the Meeting. If you require assistance, you should consult your financial, legal, or other professional advisor.

STATEMENT OF EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

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

a) the Company's chief executive officer ("CEO");
b) the Company's chief financial officer ("CFO");
c) each of the Company's most highly compensated executive officers, other than the CEO and CFO, whose total compensation at the end of the most recently completed financial year of December 31, 2024 was, individually more than $150,000; and
d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2024.

Director and Named Executive Officer Compensation, excluding Compensation Securities

At the end of the Company's financial year ended December 31, 2024, the Company had three NEOs: John Wisbey, the Company's CEO; Maurice Brooks, the Company's CFO; and Anthony Kovacs, the Company's COO.

The following Table 2 provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or any of its subsidiaries to each NEO and each director of the Company during the Company's two most recently completed financial years ended December 31, 2024 and December 31, 2023. This table excludes compensation securities received or held by the NEOs; see Table 3 and 4 for details on compensation securities.

Table 2

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)(1)	Value of all other compensation ($)	Total compensation ($)
John Wisbey	2024	374,138	106,322	115,983	Nil	Nil	596,443
CEO and Director	2023	346,204	280,043	94,038	Nil	Nil	720,285
Maurice Brooks	2024	102,000	25,410	43,200	Nil	Nil	170,610
CFO and Director	2023	102,000	45,000	32,200	Nil	Nil	179,200
Anthony Kovacs	2024	180,000	54,000	60,000	Nil	Nil	294,000
COO and Director	2023	166,667	110,000	40,000	Nil	Nil	316,667
Ross Thompson	2024	Nil	21,906	135,585	Nil	Nil	157,491
Director	2023	Nil	54,416	108,489	Nil	Nil	162,905
Geoffrey Baker	2024	Nil	10,000	66,000	Nil	Nil	76,000
Director	2023	Nil	10,000	61,000	Nil	Nil	71,000

Notes to Table 2:
(1) The value of perquisites and benefits, if any, was less than $15,000 in each year.

Stock Options and Other Compensation Securities

The Company did not grant any stock options during the financial year ended December 31, 2024. Table 3 below sets out compensation securities that were granted during prior financial years and continued to be held as at the financial year ended December 31, 2024.

Table 3

Compensation Securities Granted or Issued
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
John Wisbey^{(1)}CEO and Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Maurice Brooks^{(2)}CFO and Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Ross Thompson^{(3)}Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Anthony Kovacs^{(4)}Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Geoffrey Baker^{(5)}Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

(1) At December 31, 2024, John Wisbey held 3,420,000 stock options with exercised price of $0.12 and expiry date of November 4, 2026. All stock options are fully vested.

(2) At December 31, 2024, Maurice Brooks held 1,000,000 fully vested stock options with exercised price of $0.075 and expiry date of February 9, 2028.

(3) At December 31, 2024, Ross Thompson held 1,000,000 stock options with exercised price of $0.12 and expiry date of November 4, 2026. In addition, he held 1,036,000 stock options with exercised price of $0.075 and expiry date of February 9, 2028. All stock options are fully vested.

(4) At December 31, 2024, Anthony Kovacs held 1,735,000 stock options with exercised price of $0.12 and expiry date of November 4, 2026. In addition, he held 1,500,000 stock options with exercised price of $0.075 and expiry date of February 9, 2028. All stock options are fully vested.

(5) At December 31, 2024, Geoffrey Baker held 400,000 fully vested stock options with exercised price of $0.075 and expiry date of February 9, 2028.

There were no exercises by any director or NEO of compensation securities during the most recent completed financial year ended December 31, 2024.

STOCK OPTION PLAN AND OTHER INCENTIVE PLANS

Stock Option Plan

The current Plan is a “rolling up to 10%” plan under which the number of shares that are issuable pursuant to the Plan is equal to up to a maximum of 10% of the issued shares of the Company as at the time of grant, less any common shares reserved for issuance pursuant to the grant of stock options under any other share compensation arrangements. The intention of management in adopting the Plan is to increase the proprietary interest of employees, officers, directors and consultants in the Company and thereby aid the Company in attracting, retaining and encouraging the continued involvement of such persons with the Company.

See “Particulars of Matters to be Acted Upon – Re-Approval of Stock Option Plan” on page 8 of this information circular for further details about the Plan. The full text of the Plan is available by request to the Company and will be available for review at the Meeting.

Under the Plan, the maximum number of Common Shares issuable upon the exercise of all options granted under the Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares, from time to time, provided that the number of Common Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Common Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. As at the date of this Information Circular, 11,746,000 options were outstanding.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company's Plan (see “Stock Option Plan and Other Incentive Plans”) permits an amount equal to 10% of the outstanding Common Shares at any one time to be reserved for issuance. Stock option grants have been approved by the Company's directors and were granted in compliance with applicable laws and regulatory policy. The policies of the Exchange limit the granting of stock options to employees, officers, directors and consultants of the Company and provide limits on the length of term, number and exercise price of such options. The Exchange also requires annual approval of stock option plans by shareholders and the Company last received shareholder approval for the Plan at its annual general meeting held on September 16, 2024. The following Table 5 sets out the number of the Common Shares to be issued upon exercise of outstanding options and remaining available for future issuance under the Plan at the end of the Company's financial year of December 31, 2024:

Table 5

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	11,746,000	$0.10	15,494,325
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	11,746,000	$0.10	15,494,325

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

John Wisbey

On March 14, 2018, John Wisbey was appointed CEO of the Company. On March 14, 2018, the Company entered into a consulting agreement with John Wisbey (the "Wisbey Consulting Agreement"). Under the Wisbey Consulting Agreement, Mr. Wisbey received a consulting fee of $180,000 per year and is eligible to receive an on target cash bonus of 50% of the base salary if the Compensation Committee, in its sole discretion determines that he and the Company have met the applicable short-term and long-term business performance objectives, to be established by the Board or the Compensation Committee. In November 2021, the Board approved the increase in John Wisbey's consulting fee to CHF 260,000 per year and in November 2022 to CHF 288,000 per year. In December 2023, the Board approved the increase in John Wisbey's consulting fee to CHF 314,400 per year.

In the event of a termination without cause, Mr. Wisbey is entitled to receive a lump sum payment equal to twelve (12) months' Base Compensation (as defined below) plus all other sums owed for arrears of Base Compensation and expenses properly incurred.

In the event of a termination after a Change in Control (as defined below), where the Wisbey Consulting Agreement is terminated by Mr. Wisbey for Good Reason (as defined below) or by the Company other than for cause, Mr. Wisbey is entitled to receive a lump sum payment equal to twelve (12) months' Base Compensation, plus other sums owed for arrears of compensation, and all incentive stock options granted to him by the Company under any stock option agreement that is entered into between Mr. Wisbey and the Company outstanding at the time of termination of his consulting, which incentive stock options have not yet vested, would immediately vest upon the termination of the Wisbey Consulting Agreement and be fully exercisable by Mr. Wisbey in accordance with the terms of the agreement or agreements under which such options were granted for up to one year.

Mr. Wisbey may resign as consultant at any time (and thereby terminate the Wisbey Consulting Agreement), by giving the Company at least six (6) months' prior written notice of the effective date of his resignation. On receipt of such notice, the Company has the right to elect, in lieu of the notice period, to pay Mr. Wisbey a lump sum equal to six (6) months' Base Compensation, in which case the termination of Mr. Wisbey's engagement shall be effective immediately upon payment of the lump sum and Mr. Wisbey shall only be entitled to exercise those stock options that have properly vested in accordance with the terms of the Stock Option Plan at the date of the expiry of the notice of termination.

Maurice Brooks

On March 14, 2018, the Company entered into a consulting agreement with Maurice Brooks (the "Brooks Consulting Agreement"). Under the Brooks Consulting Agreement, Mr. Brooks received a consulting fee of $120,000 per year and is eligible to receive an on target cash bonus of 50% of the base salary if the Compensation Committee, in its sole discretion determines that he and the Company have met the applicable short-term and long-term business performance objectives, to be established by the Board or the Compensation Committee. In November 2022, the Board approved the increase in Maurice Brooks' consulting fee to $132,000 per year and in December 2023 to $145,200 per year.

In the event of a termination without cause, Mr. Brooks is entitled to receive a lump sum payment equal to twelve (12) months' Base Compensation (as defined below) plus all other sums owed for arrears of Base Compensation and expenses properly incurred.

In the event of a termination after a Change in Control (as defined below), where the Brooks Consulting Agreement is terminated by Mr. Brooks for Good Reason (as defined below) or by the Company other than for cause, Mr. Brooks is entitled to receive a lump sum payment equal to twelve (12) months' Base Compensation, plus other sums owed for arrears of compensation, and all incentive stock options granted

to him by the Company under any stock option agreement that is entered into between Mr. Brooks and the Company outstanding at the time of termination of his consulting, which incentive stock options have not yet vested, would immediately vest upon the termination of the Brooks Consulting Agreement and be fully exercisable by Mr. Brooks in accordance with the terms of the agreement or agreements under which such options were granted for up to one year.

Mr. Brooks may resign as consultant at any time (and thereby terminate the Brooks Consulting Agreement), by giving the Company at least six (6) months' prior written notice of the effective date of his resignation. On receipt of such notice, the Company has the right to elect, in lieu of the notice period, to pay Mr. Brooks a lump sum equal to six (6) months' Base Compensation, in which case the termination of Mr. Brooks' engagement shall be effective immediately upon payment of the lump sum and Mr. Brooks shall only be entitled to exercise those stock options that have properly vested in accordance with the terms of the Stock Option Plan at the date of the expiry of the notice of termination.

Anthony Kovacs

On May 1, 2015, the Company entered into a consulting agreement with Anthony Kovacs (the "Kovacs Consulting Agreement"). Under the Kovacs Consulting Agreement, Mr. Kovacs received a consulting fee of $144,000 per year and is eligible to receive an on target cash bonus of 30% of the base salary if the Compensation Committee, in its sole discretion determines that he and the Company have met the applicable short-term and long-term business performance objectives, to be established by the Board or the Compensation Committee. In November 2021, the Board approved the increase in Anthony Kovacs' consulting fee to $180,000 per year and in November 2022 to $200,000 per year. In December 2023, the Board approved the increase in Anthony Kovacs' consulting fee to $240,000 per year.

In the event of a termination without cause, Mr. Kovacs is entitled to receive a lump sum payment equal to one (1) month's Base Compensation (as defined below) for each year engaged with the Company plus all other sums owed for arrears of Base Compensation and expenses properly incurred.

In the event of a termination after a Change in Control (as defined below), where the Kovacs Consulting Agreement is terminated by Mr. Kovacs for Good Reason (as defined below) or by the Company other than for cause, Mr. Kovacs is entitled to receive a lump sum payment equal to twelve (12) months' Base Compensation, plus other sums owed for arrears of compensation, and all incentive stock options granted to him by the Company under any stock option agreement that is entered into between Mr. Kovacs and the Company outstanding at the time of termination of his consulting, which incentive stock options have not yet vested, would immediately vest upon the termination of the Kovacs Consulting Agreement and be fully exercisable by Mr. Kovacs in accordance with the terms of the agreement or agreements under which such options were granted for up to one year.

Mr. Kovacs may resign as consultant at any time (and thereby terminate the Kovacs Consulting Agreement), by giving the Company at least one (1) month's prior written notice of the effective date of his resignation. On receipt of such notice, the Company has the right to elect, in lieu of the notice period, to pay Mr. Kovacs one (1) month's Base Compensation, in which case the termination of Mr. Kovacs' engagement shall be effective immediately upon payment of the lump sum and Mr. Kovacs shall only be entitled to exercise those stock options that have properly vested in accordance with the terms of the Stock Option Plan at the date of the expiry of the notice of termination.

General Compensation Terms

"Base Compensation" means the annual compensation payable to the applicable consultant under the applicable Consulting Agreement as such may be adjusted from time to time.

"Bonus" means any bonus for which the consultant has been eligible as determined in the discretion of the Board, based on the performance of the Company and the Services provided by the consultant under the

Consulting Agreement.

"Change in Control" of the Company will be deemed to have occurred:

(i) if a merger, amalgamation, arrangement, consolidation, reorganization or transfer takes place in which Equity Securities of the Company possessing more than 50% of the total combined voting power of the Company's outstanding Equity Securities are acquired by a person or persons different from the persons holding those Equity Securities immediately prior to such transaction, and the composition of the Board following such transaction is such that the directors of the Company prior to the transaction constitute less than 50% of the Board membership following the transaction, except that no Change in Control will be deemed to occur if such merger, amalgamation, arrangement, consolidation, reorganization or transfer is with any subsidiary or subsidiaries of the Company;

(ii) if any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding will acquire or hold, directly or indirectly, 25% or more of the voting rights attached to all outstanding Equity Securities;

(iii) if any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding will acquire or hold, directly or indirectly, the right to appoint a majority of the directors of the Company; or

(iv) if the Company sells, transfers or otherwise disposes of all or substantially all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries of the Company.

"Equity Securities" means in respect of a security of the Company, shall have the meaning ascribed thereto in Part II of the Securities Act (British Columbia), as it existed on the date of the Consulting Agreement, and also means any security carrying the right to convert such security into, exchange such security for, or entitling the holder to subscribe for, any equity security, or into or for any such convertible or exchangeable security or security carrying a subscription right.

"Good Reason" means the occurrence of one or more of the following events, without the consultant's express written consent, within 12 months of Change in Control:

(i) a material change in the consultant's status, position, authority or responsibilities that does not represent a promotion from or represents an adverse change from the consultant's status, position, authority or responsibilities in effect immediately prior to the Change in Control;

(ii) a material reduction by the Company, in the aggregate, in the consultant's Base Compensation, or incentive, retirement, health benefits, bonus or other compensation plans provided to the consultant immediately prior to the Change in Control, unless an equitable arrangement has been made with respect to such benefits in connection with a Change in Control;

(iii) a failure by the Company to continue in effect any other compensation plan in which the consultant participated immediately prior to the Change in Control (except for reasons of non-insurability), including but not limited to, incentive, retirement and health benefits, unless an equitable arrangement has been made with respect to such benefits in connection with a Change in Control;

(iv) any request by the Company or any affiliate of the Company that the consultant participate in an unlawful act; or

(v) any purported termination of the Consulting Agreement by the Company after a Change in Control which is not effected pursuant to a Notice of Termination satisfying the terms set out in the Consulting Agreement, no such purported termination will be effective.

"Notice of Termination" means a notice, in writing, communicated to the other party in accordance with

the terms of the Consulting Agreement, which will indicate the specific termination provision in the Consulting Agreement relied upon and will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Consulting Agreement under the provision so indicated.

“Services” means those services provided by the consultant as set forth in Schedule “A” to the applicable Consulting Agreement.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

Director compensation

The Board, with input from the Compensation Committee, determines director compensation from time to time. In the previous financial year, non-executive director Ross Thompson received GBP 6,550 per month and non-executive director Geoffrey Baker received $5,500 per month. In addition, the Company may, from time to time, grant to its directors, incentive stock options to purchase Common Shares in the capital of the Company pursuant to the terms of the Stock Option Plan and in accordance with the policies of the Exchange. Refer to Table 3 and Table 4 for details of options grants.

Named Executive Officer Compensation

The non-management members of the Board, with input from the Compensation Committee, determine executive compensation from time to time. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company's success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards when compensating its executive officers.

During the financial year ended December 31, 2024, Mr. Wisbey's compensation as CEO consisted of the CHF 314,400 annual compensation under the Wisbey Consulting Agreement described above and $106,322 bonus.

During the financial year ended December 31, 2024, Mr. Brooks' compensation as CFO consisted of the annual cash compensation of $145,200 under the Brooks Consulting Agreement described above and a bonus of $25,410.

During the financial year ended December 31, 2024, Mr. Kovacs' compensation as COO consisted of the annual cash compensation of $240,000 and a bonus of $54,000.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed below in respect of Mr. Wisbey, none of the current or former directors, executive officers or employees of the Company or any of its subsidiaries, nor proposed nominee for election as a director of the Company, and no associate or affiliate of any of them is or has been indebted to the Company or any of its subsidiaries at any time since the beginning of the Company's most recently completed financial year nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company.

On November 2, 2022, the Company entered into a loan agreement with John Wisbey. The Company advanced US$200,000 ($270,340) for a term of six months. The loan was unsecured and bore interest at the rate of 10% per annum. The term of the loan was extended. At December 31, 2024, loan receivable with accrued interest of USD$223,388 ($321,433) was outstanding. The loan and interest was fully settled in January 2025.

CORPORATE GOVERNANCE

National Policy 58-201 Corporate Governance Guidelines of the Canadian securities administrators establishes corporate governance guidelines (the "Guidelines") which apply to all public companies in Canada. The Guidelines address matters relating to the constitution of the board and independence of directors, the functions to be performed by the directors of a company and their committees, and effectiveness and evaluation of proposed corporate governance guidelines and best practices specified by the Canadian securities regulators.

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose their governance practices in accordance with NI 58-101. This section sets out the Company's approach to corporate governance. Under this heading, the Company is providing the disclosure required by Form 58-101F2.

Board of Directors

The Board has responsibility for the stewardship of the Company including responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

The Board sets long term goals and objectives for the Company and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board delegates the responsibility for managing the day-to-day affairs of the Company to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business. The Board is responsible for protecting shareholders' interests and ensuring that the incentives of the shareholders and of management are aligned.

As part of its ongoing review of business operations, the Board reviews, as frequently as required, the principal risks inherent in the Company's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of the Company is authorized to act without board approval, on all ordinary course matters relating to the Company's business.

The Board also monitors the Company's compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board is responsible for selecting the President and appointing senior management and for monitoring their performance.

The Board considers that the following directors are "independent" in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director's ability to act with the best interests of the Company, other than interests and relationships arising from shareholding: Ross Thompson and Geoffrey Baker. The Board considers that John Wisbey, the CEO of the Company and Maurice Brooks, the CFO of the Company, and Anthony Kovacs, Chief Operating Officer of the Company are not independent because they are current members of management.

Directorships

Except as disclosed below in respect of Mr. Baker, none of the directors are presently a director of one or

more other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction.

Geoffrey Baker is presently a director of Fairchild Gold Corp. and Global Hemp Group Inc.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business. As part of its governance responsibilities, Board may develop an orientation and education program for new recruits to the Board when necessary, and review corporate governance trends.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

To comply with its legal mandate, the Board seeks to foster a culture of ethical conduct by striving to ensure the Company carries out its business in line with high business and moral standards and applicable legal and financial requirements. In that regard, the Board:

has adopted a written Code of Business Conduct and Ethics for its directors, officers, employees and consultants which is intended to promote honest and ethical conduct, avoid conflict of interest, protect confidential or proprietary information and comply with the applicable government laws and securities rules and regulations;
encourages management to consult with legal and financial advisors to ensure the Company is meeting those requirements;
is cognizant of the Company's timely disclosure obligations and reviews material disclosure documents such as financial statements, MD&A and press releases prior to their distribution;
relies on its Audit Committee to annually review the systems of internal financial control and discuss such matters with the Company's external auditor; and
actively monitors the Company's compliance with the board's directives and ensures that all material transactions are thoroughly reviewed and authorized by the board before being undertaken by management.

The Board must also comply with the conflict of interest provisions of the Business Corporations Act (British Columbia), as well as the relevant securities regulatory instruments, to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. The Board considers nomination of directors and is required to identify new candidates for appointment to the Board. In identifying potential Board candidates, the directors assess perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the mining industry may also be consulted for possible candidates. The Board periodically examines its size and composition, with a view to determine the impact of the number of directors upon effectiveness and determine the appropriate number of directors which facilitates more effective decision making. The identification of candidates will also be made in the context of the existing

competencies and skills which the Board, as a whole, does possess or should possess. Once suitable candidates are identified, they are presented for consideration to the Board.

Compensation

The Compensation Committee is, among other things, responsible for determining all forms of compensation to be granted to the Chief Executive Officer of the Company and other senior management and executive officers of the Company, for evaluating the Chief Executive Officer's performance in light of the corporate goals and objectives set for him/her, for reviewing the adequacy and form of the compensation and benefits of the directors in their capacity as directors of the Company to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective director, and for reviewing and making periodic recommendations to the Board as to the general compensation and benefits policies and practices of the Company, including incentive compensation plans and equity based plans.

All employment, consulting and other compensation arrangements between the Company and directors and executive officers of the Company are considered and approved by the independent directors.

The current members of the Compensation Committee are John Wisbey, Ross Thompson and Maurice Brooks. A summary of the compensation received by the Named Executive Officers and directors of the Company for the financial year ended December 31, 2024 is provided in this Information Circular under the heading "Executive Compensation".

Audit Committee

The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. A majority of the Audit Committee is required to be non-executives in that the majority of directors are not officers, employees or Control Persons of the Company or any of its subsidiaries. The Audit Committee's primary duties and responsibilities are to:

(a) recommend to the Board the external auditor to be nominated, and its compensation;
(b) monitor the integrity of the financial statements of the Company;
(c) ensure the external auditor's qualifications and independence;
(d) oversee the performance of the auditor;
(e) be satisfied that adequate procedures are in place for review of the Company's disclosure of financial information; and
(f) establish procedures for receipt, retention and treatment of complaints received regarding accounting, audit or internal controls, and the anonymous submission of concerns regarding questionable accounting or audit matters.

The current members of the Audit Committee are Ross Thompson, Maurice Brooks and Geoffrey Baker. For further details on the Audit Committee, please refer to section entitled "Audit Committee and Auditor".

Other Board Committees

Other than the Compensation Committee described above, and the Audit Committee described in this Information Circular under the heading "Audit Committee", the Board has no other committees.

Assessments

The Board monitors on an ongoing basis the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

AUDIT COMMITTEE AND AUDITOR

National Instrument 52-110 Audit Committees ("NI 52-110") requires the Company, as a TSX Venture Exchange issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. The Company is including the disclosure required by Form 52-110F2 of NI 52-110.

The Audit Committee provides review and oversight of the Company's accounting and financial reporting process, and the audit process, including the selection, oversight and compensation of the Company's external auditor.

Composition

As of the date of this Information Circular, the following are the members of the Audit Committee:

Name of Director	Independence (1)	Financially Literate (1)
Geoffrey Baker	Independent	Yes
Ross Thompson	Independent	Yes
Maurice Brooks	Not independent	Yes

(1) As that term is defined in NI 52-110.

In the view of the Board, neither Audit Committee members Geoffrey Baker nor Ross Thompson have a relationship with the Company that could, in the view of the Board of Directors, reasonably interfere with the exercise of the member's independent judgement.

All of the committee members are considered to be "financially literate" as that term is defined in NI 52-110. Each member has the ability to read and understand the Company's financial statements and to understand the breadth and complexities of the financial issues that can reasonably be expected to be raised by the Company.

Relevant Experience and Education

The educational background or experience of the Audit Committee members has enabled each to perform his responsibilities as an Audit Committee member and has provided the member with an understanding of the breadth and complexity of the accounting issues and principles used by the Company to prepare its financial statements.

In particular, the Audit Committee has the education or experience that would provide the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

The education and experience of each member relevant to the performance of such member's responsibilities as an Audit Committee member are described in the following paragraphs:

Maurice Brooks - Mr. Brooks is a licensed senior Chartered Accountant and Senior Statutory Auditor in the UK. Since 2000, he has been a senior partner in Johnson, Smith & Co., Chartered Accountants and Statutory Auditors. He previously served as Chair of the Audit Committee of TNR Gold Corp. He was Finance and Deputy Managing Director of a vehicle producer, Investment Accountant to the Western Australian Government. Prior to that, he was employed in the audit department of PricewaterhouseCoopers LLP of the UK.

Ross Thompson - Ross Thompson is a speaker and expert in marketing behavioral science. In 1995, he founded Giftpoint Ltd., which is one of the largest specialist promotional merchandise businesses in the UK, with offices in London and Shanghai, China. Giftpoint's clients include L'Oreal, Oracle, Ocado, Pernod Ricard and other well-known brands. For seven years, Mr. Thompson was President of IGC Global Promotions, one of the world's oldest and largest global networks of premium resellers. He is an active investor in other businesses and has a special interest and understanding of the natural resources industry.

Geoffrey Baker - Geoffrey Baker has a career in the natural resource and finance industries. He is a director of Tim Trading Limited, a company offering consultancy services in Oil and Gas industry. During his tenure as Manager of Insch Black Gold Funds, Mr. Baker received Investors Choice Swiss Fund Manager of the Year Award. He is a Co-Founder of a digital collectible non fungible token CryptoChronic and of Cannastore, a pilot E-commerce web site. Mr. Baker holds a Bachelor's degree from University of Windsor, Ontario.

Audit Committee Charter

The Audit Committee Charter was previously adopted by the Board of Directors. The text of the Audit Committee Charter is attached as Schedule "A" to this Information Circular.

External Auditor Service Fees

The fees billed by the Company's external auditor in each of the last two financial years for audit and non-audit related services provided to the Company and its subsidiaries are as follows:

FINANCIAL YEAR ENDING December 31	AUDIT FEES ($) (1)	AUDIT RELATED FEES ($) (2)	TAX FEES ($) (3)	ALL OTHER FEES ($) (4)
2024	72,000	5,040	$7,000	Nil
2023	82,000	6,246	$7,000	Nil

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

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

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. These fees relate to preparing and filing the Company's Canadian tax return and related schedules.

(4) "All Other Fees" includes all other non-audit services. Pursuant to the Audit Committee Charter, the Company requires Audit Committee pre-approval of all non-audit services to be provided to the Company.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-audit Services or on a Regulatory Order Generally

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit), the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), the exemption in subsection 6.1.1(5) (Events Outside of Control of Member), the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

Reliance on Certain Exemptions

As a TSX Venture Exchange listed issuer, the Company is relying on the exemptions contained in section 6.1 of NI 52-110 Part 3 (Composition of the Audit Committee), as described in "Composition of the Audit Committee" above, and Part 5 (Reporting Obligations) of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Information Circular).

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on the Company's website at www.internationalithium.ca and under the Company's profile on SEDAR+ at www.sedarplus.ca and

Financial information is provided in the Company's comparative financial statements and Management's Discussion and Analysis, which are available on the Company's website or on SEDAR+. A copy of these documents may also be obtained by a securityholder, without charge, upon request to the Chief Financial Officer of the Company at International Lithium Corp. 789 West Pender Street, Suite 1120, Vancouver, B.C. V6C 1H2; Telephone: +1-236-358-9100.

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

BY ORDER OF THE BOARD OF DIRECTORS

"John Wisbey"

John Wisbey

Chairman and Chief Executive Officer

SCHEDULE “A”

Charter of the Audit Committee of the Board of Directors of INTERNATIONAL LITHIUM CORP.
(the “Company”)

Purpose of the Committee

1.1 The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.

Members of the Committee

2.1 The Audit Committee shall consist of no less than three Directors a majority of whom shall be “independent” as defined under National Instrument 52-110 – Audit Committees (“NI 52-110”) while the Company is in the developmental stage of its business. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.

2.2 At least one Member of the Audit Committee must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the 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’s financial statements.

Meeting Requirements

3.1 The Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgement. Meetings may be held in person or telephonically, and shall be at such times and places as the Committee determines. Without meeting, the Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.

3.2 A majority of the members of the Committee shall constitute a quorum.

Duties and Responsibilities

4.1 The Audit Committee’s function is one of oversight only and shall not relieve the Company’s management of its responsibilities for preparing financial statements which accurately and fairly present the Company’s financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements.

Specifically, the Audit Committee will:

(a) have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the “auditor”) who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;

(b) review with the auditors the scope of the audit and the results of the annual audit examination by the auditor, including any reports of the auditors prepared in connection with the annual audit;

(c) review information, including written statements from the auditors, concerning any relationships between the auditor and the Company or any other relationships that may adversely affect the independence of the auditors and assess the

independence of the auditor;

(d) review and discuss with management and the auditors the Company's audited financial statements and accompanying Management's Discussion and Analysis of Financial Conditions ("MD&A"), including a discussion with the auditor of its judgments as to the quality of the Company's accounting principles and report on them to the Board;

(e) review and discuss with management the Company's interim financial statements and interim MD&A and report on them to the Board;

(f) pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;

(g) evaluate the external auditor's performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;

(h) periodically review the adequacy of the Company's internal controls and ensure that such internal controls are effective;

(i) review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company's financial reports, and report on them to the Board;

(j) oversee and annually review the Company's Code of Business Conduct and Ethics;

(k) approve material contracts where the Board of Directors determines that it has a conflict;

(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;

(m) where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company's expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;

(n) satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;

(o) review and monitor all related party transactions which may be entered into by the Company; and

(p) periodically review the adequacy of its charter and recommending any changes thereto to the Board.

5. Miscellaneous

5.1 Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.

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ILC Critical Minerals Ltd. — Proxy Solicitation & Information Statement 2025

46797_rns_2025-11-25_5d413bbf-acd8-467d-8b5e-ba2cf44246c6.pdf

MANAGEMENT INFORMATION CIRCULAR

PERSONS OR COMPANIES MAKING THE SOLICITATION

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

VOTING BY NON-REGISTERED SHAREHOLDERS

VOTING BY REGISTERED SHAREHOLDERS

RETURN OF PROXIES

REVOCABILITY OF PROXY

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. SETTING NUMBER OF DIRECTORS

2. ELECTION OF DIRECTORS

Additional Information Regarding the Board

3. APPOINTMENT OF AUDITOR

4. RE-APPROVAL OF STOCK OPTION PLAN

Terms of the Plan

5. OTHER BUSINESS

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, excluding Compensation Securities

Stock Options and Other Compensation Securities

STOCK OPTION PLAN AND OTHER INCENTIVE PLANS

Stock Option Plan

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

John Wisbey

Maurice Brooks

Anthony Kovacs

General Compensation Terms

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

Director compensation

Named Executive Officer Compensation

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Audit Committee

Other Board Committees

Assessments

AUDIT COMMITTEE AND AUDITOR

Composition

Relevant Experience and Education

Audit Committee Charter

External Auditor Service Fees

Audit Committee Oversight

Pre-Approval Policies and Procedures

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-audit Services or on a Regulatory Order Generally

Reliance on Certain Exemptions

ADDITIONAL INFORMATION

BY ORDER OF THE BOARD OF DIRECTORS

5. Miscellaneous

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ILC Critical Minerals Ltd. Proxy Solicitation & Information Statement 2025