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Infinitum Copper Corp. Proxy Solicitation & Information Statement 2025

Dec 10, 2025

45487_rns_2025-12-09_73257acd-200b-4899-9ff4-7e9eec67cfa3.pdf

Proxy Solicitation & Information Statement

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INFINITUM COPPER

NOTICE OF

ANNUAL GENERAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

TO BE HELD ON

SEPTEMBER 18, 2025, AT 10:00 A.M. (Vancouver time)


NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the 2025 Annual General and Special Meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of INFINITUM COPPER CORP. (the “Corporation”) will be held on Thursday, September 18 at 10:00 a.m. (Vancouver time) for the following purposes (which are further described in the Corporation’s information circular (the “Circular”) available under the Corporation’s SEDAR+ profile at www.sedarplus.ca or on the Corporation’s website at www.infinitumcopper.com):

1) To receive and consider the audited financial statements of the Corporation for the year ended December 31, 2024 together with the auditor’s report thereon.
2) To set the number of directors of the Corporation at four for the ensuing year.
3) To elect directors of the Corporation for the ensuing year.
4) To appoint Auditors of the Corporation for the ensuing year, and to authorize the Directors of the Corporation to fix their remuneration for the ensuing year.
5) To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution reapproving the Corporation’s Equity Incentive Plan, as more particularly described in the Information Circular.
6) To consider and, if deemed appropriate, to pass, with or without variation, a special resolution of disinterested shareholders approving the Corporation’s sale of Exploraciones Margarita S.A. de C.V. (the Corporation’s wholly owned Mexican subsidiary) to Kenadyr Metals Corp.
7) To transact such other business as may properly come before the Meeting.

The Corporation is conducting a virtual meeting of the shareholders of the Corporation. Shareholders will not be able to attend the Meeting in person. Instead, Registered Shareholders (as defined in the accompanying Circular under the heading "Appointment and Revocation of Proxies") and duly appointed proxyholders can virtually attend, participate, vote or submit questions at the virtual Meeting online by registering before September 15, 2025 at the following link:

INFI Meeting Registration Link

The directors of the Corporation have fixed August 12, 2025 (the “Record Date”) as the record date for determination of the persons entitled to receive notice of and attendance at the Meeting. Shareholders as of the Record Date are entitled to vote their Common Shares except to the extent that they have transferred the ownership of any of their Common Shares after the Record Date, and the transferees of those Common Shares must produce properly endorsed share certificates or otherwise establish that they own the Common Shares, and demand, not later than 10 days before the Meeting, that their name be included in the list of Shareholder for the Meeting, in which case the transferees are entitled to vote their Common Shares at the Meeting.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.


DATED at Vancouver, British Columbia, this 13th day of August, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Alex Gostevskikh

Alex Gostevskikh

CEO and Director

Registered Shareholders unable to attend the Meeting are requested to date, sign and return their Form of Proxy in the enclosed envelope. If you are a non-registered (or beneficial) Shareholder and receive this Notice of Meeting and the voting instruction form through your broker or through another intermediary, please complete and return the voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your Common Shares not being eligible to be voted by proxy at the Meeting.

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MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Infinitum Copper Corp. (the “Corporation”) for use at the annual general and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of the Corporation to be held at the time and place and for the purposes set out in the notice of meeting (the “Notice of Meeting”) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally, electronically or by telephone by directors, officers, employees or consultants of the Corporation. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of Common Shares of the Corporation pursuant to the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).

The Canadian securities regulators have adopted new rules under NI 54-101, which permit the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This process provides the option to post meeting related materials, including management information circulars, as well as annual financial statements, and related management’s discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, such meeting related materials will be available for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested at any time during this period. The Corporation is relying on the notice-and-access provisions of NI 54-101 to send proxy related materials to registered Shareholders or beneficial owners of Common Shares in connection with the Meeting.

The Corporation has given notice of the Meeting in accordance with the “Notice and Access” procedures of NI 54-101. In accordance with NI 54-101, the Corporation has sent the Notice of Meeting and the Proxy or VIF, but not this Circular, directly to its registered Shareholders. Instead of mailing this Information Circular to Shareholders, the Corporation’s Information Circular has been posted to www.infinitumcopper.com pursuant to the “Notice and Access” procedures of NI 54-101 and is also available under the Corporation’s SEDAR+ profile at www.sedarplus.ca. Shareholders may request a paper copy of this Information Circular be sent to them by contacting the Corporation as set out under “Additional Information” at the end of this Information Circular.

The Corporation may reimburse Shareholders’ nominees or intermediaries (including brokers or their agents holding Common Shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. The cost of any such solicitation will be borne by the Corporation. Unless otherwise stated, the information contained in this Information Circular is given as at August 12, 2025.

APPOINTMENT AND REVOCATION OF PROXIES

Shareholders have the right to appoint a nominee (who need not be a Shareholder) to represent them at the Meeting other than the persons designated in the enclosed form of proxy, and may do so by inserting the name of the appointed representative in the blank space provided in the form of proxy.

A form of proxy will not be valid for the Meeting or any adjournment unless it is completed by the Shareholder or by his attorney authorized in writing and must be delivered to: Proxy Department, Computershare Investor Services, 100 University Ave, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the meeting or any adjournment of the meeting. The proxy can also be completed online (internet voting) at www.investorvote.com.

The Common Shares of the Corporation represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.

In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A proxy may be revoked by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Shareholder or by his authorized attorney in writing, or, if the Shareholder is a


corporation, under its corporate seal by an officer or attorney duly authorized, and by depositing the proxy bearing a later date with Computershare Investor Services at any time up to and including the last business day preceding the date of the Meeting or any adjournment at which the proxy is to be used, or by depositing the revocation of proxy with the chairman of such Meeting on the day of the Meeting, or any adjournment of the Meeting.

VOTING OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation and have indicated their willingness to represent as proxy the Shareholder who appoints them. Each Shareholder may instruct his proxy how to vote his Common Shares by completing the proxy form.

In the absence of instructions to vote or withhold from voting the Common Shares of the Corporation on such matters as the Shareholder may instruct, and in the absence of any direction to vote for or against on such matters as the Shareholder may direct, the management appointees named in the proxy will vote such Common Shares in favour of the matters on which the Shareholder is entitled to vote as specified in the Notice of Meeting, and in favour of all other matters on which the Shareholder is entitled to vote as proposed by management at the Meeting.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON INDICATED IN THE PROXY WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS (THE "NOTICE") AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. At the time of printing of the Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice and the Information Circular. If any matters which are not now known to the directors and senior officers of the Corporation should properly come before the Meeting, the persons named in the accompanying form of proxy will vote on such matters in accordance with their best judgment.

ADVICE TO BENEFICIAL SHAREHOLDERS

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

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of the brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically uses its own machine readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to either return the proxy forms to Broadridge or alternatively provide voting instructions by utilizing an internet on-line or automated telephone system. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the voting instruction form provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

All references to Shareholders in this Information Circular, the accompanying instrument of proxy and Notice are to Shareholders of record unless specifically stated otherwise.

INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Management of the Corporation is not aware of any material interest of any director or nominee for director, or senior officer or anyone who held office as such since the beginning of the Corporation's last financial year, or any associate or affiliate of any of the foregoing, with respect to any matter to be acted on at the meeting except as set forth in this Information Circular.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation’s authorized capital consists of an unlimited number of Common Shares without par value. As at August 12, 2025 (the “Record Date”), there were a total of 49,031,508 Common Shares of the Corporation outstanding. The holders of Common Shares of record at the close of business on the Record Date are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held. No group of Shareholders has the right to elect a specified number of directors, nor is there cumulative or similar voting rights attached to the Common Shares of the Corporation.

To the knowledge of management of the Corporation, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation as at the date thereof.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE CORPORATION’S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

FINANCIAL STATEMENTS, AUDIT REPORT AND MANAGEMENT’S DISCUSSION & ANALYSIS

The board of directors of the Corporation (the “Board” or the “Board of Directors”) has approved the financial statements of the Corporation, the auditor’s report thereon, and the MD&A for the year ended December 31, 2024, all of which will be tabled at the Meeting. No approval or other action needs to be taken at the Meeting in respect of these documents.

FIX THE NUMBER OF DIRECTORS

The Board currently consists of four (4) directors, all of whom are elected annually. The term of office for each of the present directors of the Corporation expires at the Meeting. All of the current directors of the Corporation will be standing for re-election. It is proposed that the number of directors for the ensuing year be fixed at four (4) subject to such increases as may be permitted by the Articles of the Corporation. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at four (4).

In the absence of instructions to the contrary the Common Shares represented by proxy will be voted FOR fixing the number of directors of the Corporation at four (4) for the ensuing year, unless the Shareholder has specified


in the Shareholder's proxy that the Shareholder's Common Shares are to be voted against fixing the number of directors of the Corporation at four (4) for the ensuing year.

ELECTION OF DIRECTORS

The directors of the Corporation are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed pursuant to the Articles of the Corporation unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Corporation's Articles. It is proposed that the persons named below will be nominated at the Meeting.

In the absence of instructions to the contrary the Common Shares represented by proxy will be voted FOR the election of the said persons to the Board of Directors, unless the Shareholder has specified in the Shareholder's proxy that the Shareholder's Common Shares are to be withheld from voting on the election of directors. Management does not contemplate that any of the nominees will be unable to serve as a director.

In the event any nominee named below should be unable to serve, the persons named in the Proxy will vote for a substitute nominee or nominees in accordance with their best judgment. All nominees named below have consented to serve as directors if elected.

The following table indicates the names of the four (4) nominees for election as a director, the date each such person first became a director (if applicable), the principal occupation of each such person and the number of Common Shares of the Corporation beneficially owned or controlled or directed (directly or indirectly) by each such person as of August 12, 2025. The information contained in this table as to the number of Common Shares of the Corporation beneficially owned or controlled or directed, directly or indirectly, is based upon information furnished to the Corporation by the respective nominees. The Board of Directors is required to appoint an Audit Committee, the proposed members of which are indicated in the table.

Name, Municipality and Country of Residence Number of Shares Beneficially Owned (1) Director Since Principal Occupation
Alex Gostevskikh(2)
Bishkek, Kyrgyzstan Nil March 7, 2025 Interim CEO of Karus Mining Inc, and Director and CEO of Sendero Resources Corp.
Michael Wood
Hong Kong, Special Administrative District, China 1,750,000 February 25, 2022 Chief Financial Officer and Director of Reyna Silver Corp.; Director of Cassiar Gold Corp., Director and . and President and Director of Athena Jake Limited
Steven McMullan, P.Geo(2)
Gaborone, Botswana Nil January 7, 2025 Senior exploration geoscientist Director of Sendero Resources Corp.
Gurterath (Manni) Buttar(2)
Toronto, ON Nil January 17, 2025 Co-Founder & Managing Director CFT Financial; Director of Sendero Resources Corp and Director of Karus Mining Inc

Notes:
(1) Does not include Options, Awards or warrants.
(2) Member of the Audit Committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Corporation, no director or proposed director of the Corporation is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Corporation, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant


company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) 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.

Individual Bankruptcies

To the knowledge of the Corporation, no director or proposed director of the Corporation has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITORS

The Board of Directors proposes the appointment of De Visser Gray LLP, Chartered Professional Accountants, as Auditors of the Corporation for the ensuing year, and that the Board of Directors be authorized to fix their remuneration.

In the absence of instructions to the contrary the Common Shares represented by proxy will be voted FOR the resolution to appoint De Visser Gray LLP, Chartered Professional Accountants, as Auditors of the Corporation for the ensuing year, and to authorize the Board of Directors to set the Auditors remuneration for the ensuing year.

RE-APPROVAL OF EQUITY INCENTIVE PLAN

On March 14, 2022, the Board of Directors of the Corporation approved the adoption of a new Equity Incentive Plan (the "Plan") based on the new share-based compensation policy adopted by the TSXV. The Plan was subsequently approved by Shareholders at the October 12, 2022 annual general meeting and re-approved at the December 9, 2024 annual general meeting.

Prior to shareholder approval the TSXV requested certain changes to the Plan to clarify certain items including:

  • Updating the Plan to provide the Company with the ability to settle securities based compensation in lieu of dividends with cash where it does not have sufficient shares available to satisfy the obligation in shares, or where the issuance of shares would result in breaching a limit on grants or issuances contained in the Plan
  • Updating the Plan to provide that the Company and the participant confirm that the participant is a bona fide employee, consultant or management company employee.

The requested changes have been made and are included in the Plan.

At the Meeting, Shareholders will be asked to consider re-approving the Plan.

As of August 12, 2025, the Corporation had 1,720,833 stock options issued and outstanding pursuant to the Plan and 1,860,000 Awards (as defined herein and in the Plan), consisting of 1,500,000 DSUs and 360,000 RSUs granted under the Plan.

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The Plan is a 10% rolling plan for purposes of TSX Venture Exchange (“TSXV”) rules and contemplates the award of additional share-based compensation beyond stock options (“Options”), including Deferred Share Units (“DSUs”), Restricted Share Units (“RSUs”), Performance Share Units (“PSUs”), Stock Appreciation Rights and Stock Purchase Rights (each an “Award” and collectively, the “Awards”). The Plan is subject to annual approval of the Corporation’s Shareholders and the TSXV.

Shareholders will be asked at the Meeting to pass an ordinary resolution re-approving the Plan, and approving the issuance of Options and Awards, up to a maximum of ten percent (10%) of the Corporation’s issued and outstanding Common Share capital from time to time (the “Equity Incentive Plan Resolution”).

The following is a summary of the principal terms of the Plan, which is qualified in its entirety by reference to the text of the Plan.

The Plan provides for a maximum number of Options and Awards that may be issued under the Plan of ten percent (10%) of the number of issued and outstanding Common Share capital outstanding as of the date of grant. For greater certainty, any Awards that are granted under the Plan will reduce the corresponding number of Options available for grant under the Plan.

Purpose

The purpose of the Plan is to: (a) promote an alignment between officers and employees of the Corporation and its Affiliates (as defined in the Plan) and the growth objectives of the Corporation; (b) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (c) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

Types of Awards

The Plan provides for the grant of Options, RSUs, DSUs, PSUs and other share-based awards. All Awards are governed by an agreement or other instrument or document evidencing the Award granted under the Plan (an “Award Agreement”).

Plan Administration

The Plan is administered by the Board of Directors which may delegate its authority to a Board committee (the “Committee”) appointed by the Board to administer the Plan. Subject to the terms of the Plan, applicable law and the rules of the TSXV, the Board of Directors (or its delegate) has the power and authority to:

(a) select Award recipients;
(b) establish all Award terms and conditions, including grant, exercise price, issue price and vesting terms;
(c) determine performance goals applicable to Awards and whether such performance goals have been achieved;
(d) make adjustments under the Plan (subject to limitations set out in the Plan); and
(e) adopt modifications and amendments, or sub-plans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and its Affiliates operate.

Shares Available for Awards

Subject to adjustments as provided for under the Plan, the maximum number of Common Shares of the Corporation available for issuance under the Plan will not exceed ten percent (10%) of the Corporation’s issued and outstanding Common Shares.

For greater certainty, any Awards that are granted under the Plan will reduce the corresponding number of Options available for grant under the Plan.


The Plan is considered to be a “rolling” plan as Common Shares of the Corporation covered by Options and Awards which have been exercised or settled, as applicable, will be available for subsequent grant under the Plan and the number of Options and Awards that may be granted under the Plan increases if the total number of issued and outstanding Common Shares of the Corporation increases.

The number of Common Shares of the Corporation issuable to Insiders, as defined in the Plan, at any time, under all security-based compensation arrangements of the Corporation may not exceed ten percent (10%) of the Corporation’s issued and outstanding Common Shares as of the date of the Award. The number of Common Shares of the Corporation issued to Insiders within any one-year period, under all security-based compensation arrangements of the Corporation may not exceed ten percent (10%) of the Corporation’s issued and outstanding Common Shares.

Eligible Persons

Any Director, Officer, Employee, Management Company Employee, Consultant, Consultant Company, or Eligible Charitable Organization (as such terms are defined in the Plan) shall be eligible to be selected to receive an Award under the Plan (the “Eligible Persons”).

Participants

Any Eligible Person that is the recipient of an Award granted or issued by the Corporation shall be a Participant (the “Participant(s)”).

Limits for Individuals

Unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to TSXV Policy 4.4, the maximum aggregate number of Common Shares of the Corporation that are issuable pursuant to all security based compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the issued Common Shares of the Corporation, calculated as at the date any security based compensation is granted or issued to the Person.

Limits for Consultants

The maximum aggregate number of Common Shares of the Corporation that are issuable pursuant to all security based compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the issued Common Shares of the Corporation, calculated as at the date any security based compensation is granted or issued to the Consultant.

Limits for Investor Relations Service Providers

The maximum aggregate number of Common Shares of the Corporation that are issuable pursuant to all Options granted in any 12-month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the issued Common Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider. Investor Relations Service Providers are not eligible to receive Awards under the Plan.

Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:

(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Blackout Period

In the event that the expiry date of any Option or Award would otherwise occur in a Blackout Period or within ten days of the end of the Blackout Period, the expiry date shall be extended to the tenth business day following the last day of a Blackout Period. A blackout period is defined as a period during which a Participant cannot sell Common


Shares, due to applicable law or policies of the Corporation in respect of insider trading as a result of the bona fide existence of undisclosed material information; and which expires following the general disclosure of the undisclosed material information (provided that, for clarity, the automatic extension of a Participant’s Awards will not be permitted where the Participant or the Corporation is subject to a cease trade order (the “Blackout Period”).

Vesting

All Awards, other than an Option, may not vest before one year from the date of grant of the Award.

Options

Subject to the provisions of the Plan, the Board of Directors or its delegate, will be permitted to grant Options under the Plan. An Option entitles a holder to purchase a Common Shares of the Corporation at an exercise price set at the time of the grant. Options vest over a period of time as established by the Board of Directors from time to time. The term of each Option will be fixed by the Board of Directors or its delegate, but may not exceed 10 years from the date of grant. Under no circumstances will the Corporation issue Options at less than the Discounted Market Price (as defined in the Plan).

Options granted pursuant to the Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:

(i) agrees to loan money to a Participant to purchase the Common Shares underlying the Options to be exercised by the Participant;

(ii) then sells a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and

(iii) receives an equivalent number of Common Shares from the exercise of the Options and the Participant receives the balance of Common Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Common Shares (or in such other portion of Common Shares and Cash as the broker and Participant may otherwise agree); or

(b) a net exercise mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Common Shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of Options being exercised multiplied by the difference between the VWAP (as defined in the Plan) of the underlying Common Shares and the exercise price of the subject Options; by

(ii) the VWAP of the underlying Common Shares.

If an optionee ceases to be an Eligible Person in the event of retirement, each vested option held by that person will cease to be exercisable on the earlier of the original expiry date and 90 days after the termination date. In the case of the optionee being terminated other than for cause, each vested option will cease to be exercisable on the earlier of the original expiry date and 90 days after the termination date. In the event of death of an optionee, the legal representative may exercise the vested options for a period until the earlier of the original expiry date and 9 months after the date of death. In all cases, any unvested options held by the optionee shall terminate and become void on the date of termination, retirement or death, as applicable.

Restricted Share Units

Subject to the provisions of the Plan, the Board of Directors or its delegate will be permitted to grant RSUs under the Plan. An RSU is an award denominated in units that does not vest until after a specified period of time, or satisfaction

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of other vesting conditions as determined by the board, or its delegate, and which may be forfeited if conditions to vesting are not met, and provides the holder thereof with a right to receive Common Shares (or cash equivalent) upon settlement of the Award, subject to any such restrictions that the Board of Directors or its delegate may impose.

The Board of Directors, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board of Directors or its delegate in their sole discretion.

If the holder of RSUs ceases to be an Eligible Person for any reason, other than death, disability or retirement, any RSUs held by the Participant that have vested before the termination date will be paid to the Participant, provided that all unvested RSUs held at the termination date shall be immediately cancelled and forfeited on the termination date. Unless otherwise approved by the Board of Directors, unvested RSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest, pursuant to the terms of the Plan, in the event that the Participant retires or is disabled, subject to the adjustment provisions in the Plan in the event the Participant is disabled. RSUs that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable.

In the event of the death or total Disability (as defined in the Plan) of an Eligible Person, Shares represented by RSUs held by the Participant calculated on a pro-rata basis as to the number of days passed under the vesting restrictions, shall then be immediately issued by the Corporation to the Participant or legal representative of the Participant.

Deferred Share Units

Subject to the provisions of the Plan, the Board of Directors or its delegate will be permitted to grant DSUs to Participants under the Plan. A DSU is an award denominated in units that provides the holder thereof with a right to receive Common Shares upon settlement of the Award, subject to any such restrictions that the Board of Directors or its delegate may impose.

Each Award Agreement will provide the extent to which the Eligible Person will have the right to retain DSUs following termination of the Eligible Person’s employment or other relationship with the Corporation. Such provisions shall be determined in the sole discretion of the Board of Directors or its delegate, and need not be uniform among all DSUs issued pursuant to the Plan.

In the event the Eligible Person ceases to be eligible pursuant to the terms of the Plan, including by death of the Director, occurs during a year and DSUs have been granted to such Director for that entire year, the Director will only be entitled to a pro-rated DSU Payment in respect of such DSUs based on the number of days that he or she was an Director in such year.

Performance Units

Subject to the provisions of the Plan, the Board of Directors or its delegate may grant Performance-based Awards in the form of PSUs under the Plan that are subject to specified performance criteria. Performance-based Awards are based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more performance goals, which may include performance relative to the Corporation’s peers or affiliates. Performance goals may also be based upon the individual Participant as determined by the Board or Directors, in its sole discretion. A PSU is an award denominated in units that does not vest until the performance criteria it is subject to are met, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved and provides the holder thereof with a right to receive Common Shares upon settlement of the Award, subject to any such restrictions that the Board of Directors or its delegate may impose.

The Board of Directors, in its discretion, may award dividend equivalents with respect to Awards of PSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board of Directors or its delegate in their sole discretion.

Unless otherwise determined by the Board of Directors or its delegate, unvested PSUs previously credited to the Participant’s account will be immediately cancelled and forfeited to the Corporation on the termination date in the event that the Participant is terminated for any reason other than death, total Disability, or retirement. Unvested PSUs previously credited to the Participant’s account will vest immediately in the event that the Participant dies and will continue to vest pursuant to the Plan in the event that the Participant retires or is disabled, subject to the adjustment

9


provisions in the Plan in the event the Participant is disabled. PSUs and that have vested at the termination date will be paid to the Participant, or the Participant’s estate, as applicable.

In the event of the death or of a Participant during the Performance Period (as such term is defined in section 6.3 of the Plan), the Performance Period shall be deemed to end at the end of the calendar quarter immediately before the date of death or total Disability of the Participant and the amount payable to the Participant or its executors, as the case may be, shall be calculated as of such date.

Stock Appreciation Rights

Subject to the provisions of the Plan, the Board of Directors or its delegate may from time to time grant Stock Appreciation Rights (“SAR”) to Participants pursuant to the Plan whereby Participants will have the right to receive Shares, a cash payment, or any combination thereof, from the Corporation in an amount equal to the number of SARs granted multiplied by the difference between the Fair Market Value of a Share at the date on which such exercise is to be effective over the Base Price fixed by the Board. The Base Price per Share of any SAR shall be not less than the Fair Market Value at the time of grant.

The Term of each SAR shall be for such term as the Board of Directors may determine at the date of grant, provided that:

(a) SARs can be exercisable for a maximum of 10 years from the date of grant; and
(b) the term may thereafter be reduced with respect to any such SAR as provided for herein regarding termination of employment / engagement or death of the Participant.

No SAR may be exercised unless the Participant is at the time of such exercise:

(a) in the case of an Employee or Officer, engaged or in the employ (or retained as a Service Provider) of the Corporation or a Designated Affiliate and shall have been continuously so engaged, employed or retained since the grant of the SAR; or
(b) in the case of a Director, a Director of the Corporation or a Designated Affiliate and shall have been such a Director, Officer, Employee or Consultant continuously since the grant of the SAR.

SARs granted hereby shall not be transferable other than upon the death or disablement of the Participant as follows:

(a) During the Participant’s lifetime, all SARs shall be exercisable only by the Participant or by the legal guardian of a disabled Participant.
(b) A Participant shall have the right, by notice to the Corporation, to designate a beneficiary who shall be entitled to exercise the Participant’s SARs (subject to their terms and conditions) following the Participant’s death, and to whom any amounts payable following the Participant’s death shall be paid.

Share Purchase Rights

The Board of Directors or its delegate may give assistance to a Participant to enable the Participant to acquire Shares by way of (i) offering Shares at a discounted price not less than the Discounted Market Price, (ii) issuing additional Shares upon the Participant subscribing for a pre-established number of Shares, which Shares may be issued from the treasury or purchased on the secondary market, or (iii) any other act which facilitates the purchase by a Participant of Shares other than a loan or establishment of indebtedness by the Participant to the Corporation.

Change of Control

In the event of a change of control (as described in the Plan), unless otherwise provided in an Award Agreement, the Board of Directors or its delegate shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a change of control, and that the value of such Awards, as determined by the Board of Directors or its delegate in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the TSXV.

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Notwithstanding the foregoing, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Board of Directors or its delegate reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “Alternative Award”) by any successor to the Corporation or an Affiliate as described in Part 10 of the Plan; provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

Term of the Plan

The Plan shall remain in effect until terminated by the Board of Directors.

Assignability

Except as may be permitted by the Board of Directors or its delegate, no Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Board of Directors or its delegate, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Amendment

Unless otherwise restricted by law or the TSXV rules, the Board of Directors or its delegate may at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, Shareholders, including, but not limited to for the purposes of:

(a) making any amendments to the general vesting provisions of any Award;
(b) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(c) making any amendments to add covenants or obligations of the Corporation for the protection of Participants;
(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(e) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

However, other than as expressly provided in an Award Agreement or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.

Shareholder approval is however required to make the following amendments:

(a) A reduction in the option price of a previously granted Option benefiting an Insider of the Corporation or one of its Affiliates.

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(b) Any amendment or modification which would increase the total number of Common Shares available for issuance under the Plan.
(c) An increase to the limit on the number of Common Shares issued or issuable under the Plan to Insiders of the Corporation;
(d) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(e) An extension of the expiry date of an Option issued to Insiders; or
(f) Any amendment to the amendment provisions of the Plan.

Approval

The Plan is considered a “10% rolling” Plan as defined in TSXV Policy 4.4. In accordance with TSXV policies, the TSXV requires the Corporation to obtain the approval of its Shareholders with respect to the “rolling” Plan on an annual basis.

The Equity Incentive Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by those Shareholders entitled to vote, whether cast in person or by proxy. The Board of Directors recommends that the Shareholders vote FOR the Equity Incentive Plan Resolution, and the management designated proxy holder will vote in favour unless the Shareholder has specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be voted against the Equity Incentive Plan Resolution.

Equity Incentive Plan Resolution

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT, subject to regulatory approval:

  1. The equity incentive plan (the “Plan”) of the Infinitum Copper Corp. (the “Corporation”) is hereby re-approved.
  2. The number of common shares (“Common Shares”) reserved for issuance under the Plan and all other security-based compensation arrangements of the Corporation will be a rolling number of options issuable under the Plan up to ten percent (10%) of the issued and outstanding Common Share capital from time to time.
  3. The Corporation is hereby authorized and directed to grant options and other awards under the Plan; and to issue such Common Shares pursuant to the Plan as fully paid and non-assessable Common Shares.
  4. The board of directors of the Corporation is hereby authorized and empowered to make any changes to the Plan as may be required by the TSX Venture Exchange.
  5. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

SALE OF EXPLORACIONES MARGARITA S.A. DE C.V.

Pursuant to a share purchase agreement dated June 13, 2025 (the “SPA”) between the Corporation and Kenadyr Metals Corp. (“Kenadyr”) the Corporation agreed to sell all of the shares of Exploraciones Margarita S.A. de C.V. (“EMSA” – the Corporation’s wholly owned Mexican subsidiary that holds an 80% interest in the La Adelita Property, located in Sonora, Mexico). As the disposition of EMSA will represent the sale of substantially all of the Corporation’s assets, it is seeking

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disinterested Shareholders approval to the proposed sale. Shareholders will be asked to consider and vote in favour of the resolutions set out in Schedule “B” hereto (the “Sale Resolutions”) approving the Corporation’s disposition of EMSA.

Under the terms of the SPA, Kenadyr will acquire 100% of the shares of EMSA, on an “as is, where is” basis, in exchange for:

  • CAD $100,000 in cash (of which a deposit of $25,000 has been paid), and
  • 1,842,719 common shares in the capital of Kenadyr.

In addition, for a period of 12 months following the closing of the sale, upon Kenadyr closing equity financings up to and aggregating $3.5 million, Kenadyr will issue to the Corporation as a post-closing payment, and for no additional consideration, such number of additional shares that will result in the Corporation continuing to hold 9.0% of the outstanding shares of Kenadyr, to a maximum of 2,588,000 additional shares.

The shares of Kenadyr to be received by the Corporation will be subject to a four month hold period (as prescribed by securities legislation), as well as voluntary resale restrictions over a period of 20 months from closing on the following schedule:

(i) 55% of Consideration Shares will be restricted until the date that is four months after closing;
(ii) 15% of Consideration Shares will be restricted until the date that is eight months after closing;
(iii) 10% of Consideration Shares will be restricted until the date that is 12 months after closing;
(iv) 10% of Consideration Shares will be restricted until the date that is 16 months after closing; and
(v) 10% of Consideration Shares will be restricted until the date that is 20 months after closing.

Notwithstanding the above restrictions, the Corporation may sell some or all of the Kenadyr shares privately if the buyer agrees to abide by the same resale restrictions. None of the Kenadyr shares will be distributed to the Corporation’s Shareholders, but will be retained by the Corporation as an investment.

The Corporation, through EMSA, originally acquired an 80% interest in the La Adelita Property pursuant to an option agreement dated February 22, 2021 with Minaurum Gold Inc. (“MGG”). The option was exercised during the year ended December 31, 2023. MGG retains a 20% carried interest in the property until the Corporation completes a total of $4,750,000 in work expenditures, along with completing both a mineral resource calculation, in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, and a preliminary economic assessment. The original owner retains a 2% net smelter royalty on the La Adelita Property.

Effective March 31, 2025, the Corporation wrote-down this exploration and evaluation asset to its estimated fair market value of $804,543 resulting in an impairment loss of $1,925,965. The impairment took into account the limited amount of work done recently on the property, the significant amount of debt owed by EMSA, and preliminary discussions held by the Corporation toward the potential sale of the property. During the fiscal year ended December 31, 2024 the Corporation expended only $95,284 toward work on the La Adelita property, and during the three months ended March 31, 2025, it expended only $43,239. As at March 31, 2025 the Corporation had (i) $70,587 of cash and (ii) a working capital deficiency of $812,400. The Corporation does not have the financial resources to continue work on the La Adelita property.

The sale of EMSA will result in a portion of the Corporation’s consolidated liabilities being removed from the Corporation’s financial statements. Specifically, as of March 31, 2025 the Corporation had aggregate liabilities of $891,310, of which an estimated $382,411 are liabilities owed by EMSA alone.

Kenadyr is arm’s length to the Corporation. The terms of the transaction were negotiated on an arm’s length basis. The transaction is subject to customary conditions, including approval of the TSX Venture Exchange, approval of MGG, and the approval of the Corporation’s shareholders. Both the Corporation and Kenadyr have made application to the TSXV for conditional approval of the transaction.

Kenadyr is a public company listed on the NEX branch of the TSXV (symbol: KEN.H). Full information concerning Kenadyr is available on SEDAR+ at www.sedarplus.ca, and Shareholders are encouraged to review Kenadyr’s latest financial statements, MD&A and other continuous reporting documents. As of April 25, 2025 Kenadyr had 18,634,004 common shares outstanding, having closed on that same date a private placement which raised $1,000,002 (16,666,700 shares at $0.06 per share).

As the proposed sale would represent the disposition of the majority of the Corporation’s assets, it is anticipated that the TSXV will give notice to the Corporation that it may be moved to the NEX within three months of closing of the disposition unless the

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Corporation is able to meet the TSXV Continued Listing Requirements. In this regard, it is expected that the Corporation will acquire one or more new mineral property interests and raise sufficient financing so as to enable it to remain listed as a Tier 2 mining issuer on the TSXV. However there is no assurance that (i) any new mineral property will be acquired in a timely manner or at all, (ii) financing to acquire such property can be arranged on terms satisfactory to the Corporation, or at all, and (iii) that even with a new property and financing that it will be sufficient to meet TSXV continuous listing requirements.

The proposed sale was determined to be in the best interests of the Corporation by the Board of Directors, based upon, but not limited to, the following factors:

  1. The disposition allows the Corporation to continue to hold an interest in the La Adelita property through its shareholdings in Kenadyr.
  2. The disposition will clear a significant portion of the liabilities from the Corporation’s financial statements.
  3. The disposition will allow the Corporation to seek other mineral resource exploration and development opportunities.
  4. The disposition must be approved by at least two-thirds of the votes cast at the Meeting by disinterested Shareholders.
  5. The disposition must be approved by the TSXV.
  6. The availability of rights of dissent to registered Shareholders with respect to the disposition.

Before the transaction can be implemented, the Sale Resolutions, with or without variation, must be passed by at least two-thirds of the votes cast with respect thereto by Shareholders present at the Meeting either in person or by proxy. Each share of the Corporation carries the right to one vote. A copy of the Sale Resolutions is attached as Schedule B to this Circular.

The Board of Directors has unanimously approved the transaction and recommends that Shareholders vote in favour of the Sale Resolutions; and the persons named in the enclosed form of proxy intend to vote FOR such approval at the Meeting unless otherwise directed by the Shareholders appointing them.

Rights Of Dissent

The following description of the rights of registered Shareholders to dissent and be paid fair value for their Common Shares is not a comprehensive statement of the procedures to be followed by a registered Shareholder and is qualified in its entirety by the reference to the full text of Sections 237 to 247 of the British Columbia Business Corporations Act (BCBCA), a copy of which is attached to this Circular as Schedule C. A registered Shareholder who intends to exercise a right of dissent should carefully consider and comply with the provisions of Section 237 to 247 of the BCBCA, and should seek independent legal advice. Failure to comply with the provisions of those sections and to adhere to the procedures established therein may result in the loss of all rights thereunder.

A Shareholder who intends to exercise its right of dissent must deliver a written objection to the Sale Resolutions (a “Dissent Notice”) to the registered office of the Corporation at 29th floor, 733 Seymour Street, Vancouver, British Columbia, to be actually received by no later than 1:30 p.m. (Vancouver time) on the day preceding the date of the Meeting, and must not vote any Common Shares it holds in favour of the Sale Resolutions. A Beneficial Shareholder who wishes to exercise its rights of dissent must arrange for the registered Shareholder holding its Common Shares to deliver the Dissent Notice.

If the Sale Resolutions are passed at the Meeting, the Corporation must send by registered mail to every Dissenting Shareholder, a notice (a “Notice of Intention”) stating that, subject to satisfaction of the conditions set out in the SPA, the Corporation intends to complete the sale, and advising the Dissenting Shareholder that if the Dissenting Shareholder intends to proceed with its exercise of its rights of dissent it must deliver to the Corporation, within 14 days of the mailing of the Notice of Intention, a written statement to that effect, together with the certificates representing the Common Shares it holds.

A Dissenting Shareholder delivering such a written statement may not withdraw from its dissent and, at the closing of the SPA will be deemed to have transferred to the Corporation all of the Common Shares it holds. The Corporation will pay to each Dissenting Shareholder the amount agreed between the Corporation and the Dissenting Shareholder for its Common Shares. Either the Corporation or a Dissenting Shareholder may apply to the Court if no agreement on the terms of the sale of the Common Shares held by the Dissenting Shareholder has been reached, and the Court may:

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  • determine the fair value that the Common Shares had immediately before the passing of the Sale Resolution, excluding any appreciation or depreciation in anticipation of the sale unless exclusion would be inequitable, or order that such fair value be established by arbitration;
  • join in the application each other Dissenting Shareholder which has not reached an agreement for the sale of its Common Shares to the Corporation; and
  • make consequential orders and give directions it considers appropriate.

If a Dissenting Shareholder fails to strictly comply with the requirements of its rights of dissent set out in the BCA, it will lose such rights, the Corporation will return to the Dissenting Shareholder the certificates representing the Common Shares that were delivered to the Corporation, if any.

If a Dissenting Shareholder strictly complies with the foregoing requirements but the sale is not completed, then the Corporation will return to the Dissenting Shareholder the certificates delivered to the Corporation, if any, pursuant to its rights of dissent.

Sale Resolutions

Under TSXV policies, shareholders are required to approve the disposition by a listed issuer of more than 50% of its assets, business or undertaking, and under corporate law, shareholders are required to approve a company’s disposition of substantially all of its assets. As such, Shareholders are being asked to approve the Corporation’s sale of EMSA to Kenadyr. The Sale Resolutions are special resolutions, which must be passed by at least two-thirds of the votes cast by those disinterested Shareholders voting at the Meeting, whether cast in person or by proxy. For purposes hereof, a “disinterested Shareholder” is one who has no interest in Kenadyr, such that any shares held by Kenadyr or any of its Affiliates and Associates (as such terms are defined in TSXV Policy 1.1) will be excluded from voting on each of the Sale Resolutions. The Board of Directors recommends that the disinterested Shareholders vote FOR the Sale Resolutions, and the management designated proxy holder will vote in favour unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the Sale Resolutions.

OTHER BUSINESS

The management of the Corporation is not aware of any matters to come before the Meeting other than those set out in the Notice of Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Circular to vote the same in accordance with their best judgment in such matters.

STATEMENT OF EXECUTIVE COMPENSATION

For purposes of this Information Circular, “named executive officer” of the Corporation means an individual who, at any time during the year, was:

(a) the Corporation’s chief executive officer (“CEO”);
(b) the Corporation’s chief financial officer (“CFO”);
(c) each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year;

(each a “Named Executive Officer” or “NEO”).

Compensation Discussion and Analysis

The Corporation’s approach to executive compensation is to provide appropriate compensation for executives that is internally equitable, externally competitive and reflects individual achievement. The Corporation attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are able and capable of carrying out the objectives of the Corporation. The Corporation’s compensation arrangements for the Named


Executive Officers may, in addition to salary and/or consulting fees, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of stock options.

Components of Executive Compensation:

The components of the executive compensation program are described in the table below:

Compensation element How it is paid What it is designed to reward
Base salary / Consulting fees Cash Rewards skills, capabilities, knowledge and experience, reflecting the level of responsibility, as well as the contribution expected from each executive.
Short-term Incentive Cash Bonus Rewards contribution to both department’s performance and the Corporation’s overall performance. Rewards for results within the current fiscal year.
Long-term Incentive Stock Options Provides alignment between the interests of executives and Shareholders. Rewards contribution to the long-term performance of the Corporation and demonstrated potential for future contribution. Aligns with long-term corporate performance and provides added incentive for executives to enhance Shareholder value.

Base Salary

The base salary provides an executive with basic compensation and reflects individual responsibility, knowledge and experience, market competitiveness and the contribution expected from each individual. At its discretion, the CGCC may compare each executive officer’s salary with the base salaries for similar positions in the comparator group, and recommends appropriate adjustments, as needed.

Short-term Incentive

Short-term incentive compensation is based on annual results. The short-term incentive ensures that a significant portion of an executive’s compensation varies with actual results in a given year, while providing financial incentives to executives to achieve short-term financial and strategic objectives. It communicates to executives the key accomplishments the CGCC wishes to reward and ensures that overall executive compensation correlates with corporate objectives. The short-term incentive component is structured to reward not only increased value for Shareholders but also performance with respect to key operational factors and non-financial goals important to long-term success.

Long-term Incentive

The long-term incentive component of executive compensation is designed to ensure commonality of interests between management and Shareholders. This is accomplished by connecting Shareholder return and long-term compensation, motivating executives to achieve long-range objectives that directly benefit Shareholders.

Stock options reward executives for growth in the value of the Corporation’s stock over the long term. This is the high risk, high-return component of the executive total compensation program because stock options deliver value to an executive only if the Common Share price is above the grant price. This long-term equity incentive includes both a corporate and personal component.

Summary of Compensation

Based on the foregoing definition, during the last completed financial year of the Corporation ended December 31, 2024, there were four (4) Named Executive Officers, namely, Matt Hudson, former President, CEO and Director of the Corporation, Michael Wood, CFO and Director of the Corporation, Steve Robertson, former Chairman, President and CEO of the Corporation and Melinda Hsu, former CFO of the Corporation.

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The following table sets forth information concerning the total compensation paid by the Corporation to Named Executive Officers of the Corporation for the two most recent financial years ended December 31, 2024 and 2023. If an executive's compensation is not shown it means that person received no compensation whatsoever:

Name and principal position Year Salary, Consult fee, retainer, or commission ($) Bonus ($) Share-based awards ($) Value of perquisites (1) ($) Value of all other compensation ($) Total compensation(2) ($)
Matt Hudson (3)
Former President, CEO and Director 2024
2023 240,000
220,000 Nil
Nil 26,527(7)
32,944(7) Nil
Nil Nil
Nil 266,527
252,944
Michael Wood (4)
CFO and Director 2024
2023 84,000
77,000 Nil
Nil 19,027(7)
37,506(7) Nil
Nil Nil
Nil 103,027
114,506
Steve Robertson (5)
Former Chairman, President and CEO 2024
2023 Nil
33,625 Nil
Nil 42,105(7)
120,020(7) Nil
Nil Nil
Nil 42,105
153,645
Melinda Hsu (6)
Former CFO 2024
2023 N/A
12,500 N/A
Nil N/A
22,017(7) N/A
Nil N/A
Nil N/A
34,517

Notes:
(1) The value of perquisites received by each of the Named Executive Officers, including property or other personal benefits provided to the Named Executive Officers that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10% of the Named Executive Officer's total salary for the financial year.
(2) Full disclosure requires compensation disclosure for each of the Corporation's three most highly compensated executive officers/directors in addition to the CEO and CFO, regardless of the amount of their compensation. There were no other Named Executive Officers other than the CEO and CFO. No compensation was paid to directors of the Corporation during 2024 and 2023.
(3) Mr. Hudson was appointed President and CEO of the Corporation on February 1, 2023 and was appointed a Director of the Corporation on December 11, 2023. Mr. Hudson resigned as CEO and as a director on March 7, 2025. Mr. Hudson's management fees were paid to Aerospace Industries Pty Ltd., a private company controlled by Mr. Hudson.
(4) Mr. Wood was appointed as a director of the Corporation on April 21, 2020 and appointed as CFO of the Corporation on January 1, 2021 and stepped down from the position of CFO on May 9, 2022. Mr. Wood was subsequently re-appointed as CFO on February 1, 2023. Mr. Wood's management fees were paid to Athena Jade Ltd., a private company controlled by Mr. Wood.
(5) Mr. Robertson was appointed as President, CEO and a Director and vacated the position of President and CEO on February 1, 2023 and resigned as a director and Chairman on January 17, 2025.
(6) Ms. Hsu was appointed CFO on May 9, 2022 and vacated the position of CFO on February 1, 2023. Ms. Hsu's consulting fees were paid to AMICA Resource Inc., a private company controlled by Ms. Hsu.
(7) Fair value assigned to granted options, DSUs and RSUs during the year ended December 31, 2024 and 2023.

Director Compensation Table

The following table sets forth the value of all compensation provided to directors, not including those directors who are also Named Executive Officers, for the Corporation's most recently completed financial year ended December 31, 2024. If a director's compensation is not shown it means that person received no compensation during the Corporation's most recently completed financial year ended December 31, 2024 whatsoever:

Name Fees Earned ($) Consulting fees ($) Share-based Awards (1) ($) All Other Compensation ($) Total ($)
Ivan Po Kwong Chan (2) Nil Nil 8,392 Nil 8,392
Garrick Mendham (3) Nil Nil 16,929 Nil 16,929
Mahendra Naik (4) Nil Nil 21,126 Nil 21,126
Marco Roque (5) Nil Nil 16,929 Nil (3) 16,929

Notes:
(1) Fair value assigned to granted options, DSUs and RSUs during the year ended December 31, 2024.
(2) Mr. Chan resigned as a Director of the Corporation effective February 21, 2024.
(3) Mr. Mendham resigned as a Director of the Corporation on January 17, 2025.
(4) Mr. Naik resigned as a Director of the Corporation on December 10, 2024.
(5) Mr. Roque resigned as a Director of the Corporation on February 5, 2025.
(6) During the year ended December 31, 2024, there were $Nil investor relations related fees paid to Emerging Markets Capital, a private company related to certain directors.

Incentive Plan Awards

An aggregate of 975,000 stock options were granted to directors and officers during the financial year ended December 31, 2024. As of December 31, 2024, there were 2,695,833 stock options outstanding under the Corporation's Plan.


Outstanding Compensation Securities

The following table sets forth the outstanding compensation securities granted to the Named Executive Officers and Directors to purchase or acquire securities of the Corporation outstanding at the end of the most recently completed financial year as of December 31, 2024.

Name and position Type of compensation security Number of compensation securities and number of underlying Securities 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
Matt Hudson (1)
President, CEO and Director options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26
Michael Wood (2)
CFO and Director options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26
Steve Robertson (3)
Chairman and former President and CEO Options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26
Garrick Mendham (4)
Director options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26
Mahendra Naik (5)
Director Options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26
Marco Roque (6)
Director Options
DSU 150,000
250,000 July 22/24
July 22/24 0.08
N/A 0.075
0.075 0.15
0.015 July 22/29
July 22/26

Notes:
(1) Mr. Hudson was appointed President and CEO of the Corporation on February 1, 2023 and was appointed a Director of the Corporation on December 11, 2023. Mr. Hudson resigned as CEO and as a director on March 7, 2025. Mr. Hudson’s management fees were paid to Aerospace Industries Pty Ltd., a private company controlled by Mr. Hudson.
(2) Mr. Wood was appointed as a director of the Corporation on April 21, 2020 and appointed as CFO of the Corporation on January 1, 2021 and stepped down from the position of CFO on May 9, 2022. Mr. Wood was subsequently re-appointed as CFO on February 1, 2023.
(3) Mr. Robertson was appointed as President, CEO and a Director and vacated the position of President and CEO on February 1, 2023 and resigned as a director and Chairman on January 17, 2025.
(4) Mr. Mendham resigned as a Director of the Corporation on January 17, 2025.
(5) Mr. Naik resigned as a Director of the Corporation on December 10, 2024.
(6) Mr. Roque resigned as a Director of the Corporation on February 5, 2025.

Exercise of Compensation Securities by Directors and NEOs for year ended December 31, 2023:

No Compensation Securities were exercised by the NEOs or Directors during the most recently completed financial year ended December 31, 2024.

Pension Plan Benefits

The Corporation does not have a defined benefit, defined contribution or deferred compensation plan.

Employment, Consulting and Management Agreements

As of December 31, 2024, each of the Corporation’s Named Executive Officers are independent contractors of the Corporation. Except as disclosed below, the Corporation does not have any written employment, consulting or management agreements in place with any of its officers or directors.

The Corporation entered into an executive management agreement on February 1, 2024 (the “Effective Date”) with Kimon Pty Ltd. (“Kimon”), a company beneficially own by Matt Hudson, for an initial term of 24 months from the Effective Date (the “Kimon Agreement”). The Kimon Agreement provides services including the services of the Corporation’s President and CEO. The monthly fees are $20,000. Kimon may terminate the Kimon Agreement without Good Cause (as defined in the Kimon Agreement) by giving the Corporation at least three months advance written notice. The Corporation may terminate the Kimon Agreement, without cause, at any time by giving notice in writing


stating the last day of engagement and Kimon may terminate the Kimon Agreement on two weeks' written notice for Good cause, in either case the Corporation shall be obligated to pay Kimon an amount equal to three months average of the Monthly Compensation (as defined in the Kimon Agreement). In the event of a change of control, if within 12 months following a change of control, Kimon will be entitled to an amount equal the six month's of Monthly Compensation ($120,000). Mr. Hudson resigned as resigned as CEO and as a director on March 7, 2025.

The Corporation entered into an executive management agreement on February 1, 2024 (the "Effective Date") with Michael Wood ("M. Wood") for an initial term of 24 months from the Effective Date (the "M. Wood Agreement"). The M. Wood Agreement provides for the services of the Corporation's CFO. The monthly fees are $7,000. M. Wood may terminate the M. Wood Agreement without Good Cause (as defined in the M. Wood Agreement) by giving the Corporation at least three months advance written notice. The Corporation may terminate the M. Wood Agreement, without cause, at any time by giving notice in writing stating the last day of engagement and M. Wood may terminate the M. Wood Agreement on two weeks' written notice for Good cause, in either case the Corporation shall be obligated to pay M. Wood an amount equal to three months average of the Monthly Compensation (as defined in the M. Wood Agreement). In the event of a change of control, if within 12 months following a change of control, M. Wood will be entitled to an amount equal the six month's of Monthly Compensation ($42,000).

Termination and Change of Control Benefits

Except as disclosed under "Employment, Consulting and Management Agreements", no other benefits will accrue to any of the Corporation's Named Executive Officers, officers, employees or directors upon their termination, or upon any change of control of the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table indicates the number of Shares issuable on exercise of outstanding options issued under the Plan, the weighted average exercise price of such options, and the number of Shares available for issuance on exercise of options which remain under the Plan as at December 31, 2024:

Plan Category Number of Securities to be issued upon exercise of outstanding options (a) Weighted-average exercise price ($) of outstanding options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by the security holders 2,695,833 - Options $0.27 397,317
1,500,000 - DSUs N/A
260,000 - RSUs N/A
Equity compensation plans not approved by the security holders N/A N/A N/A
Total 2,695,833 - Options $0.27 397,317
1,500,000 - DSUs N/A
260,000 - RSUs N/A

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Directors or Executive Officers of the Corporation are indebted to the Corporation for any reason.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular or in filings by the Corporation on SEDAR or as below, no informed person of the Corporation or any associate or affiliate of the foregoing had any material interest, direct or indirect, in any transaction or proposed transaction since December 31, 2024, which has materially affected or would materially affect the Corporation or any of its subsidiaries.


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MANAGEMENT CONTRACTS

As at December 31, 2024, the management functions of the Corporation were substantially performed by directors and senior officers of the Corporation, and, not to any substantial degree, by any other person with whom the Corporation has contracted.

AUDIT COMMITTEE

The Audit Committee Charter

The Corporation’s Audit Committee Charter is set out in Schedule “A” attached.

Composition of the Audit Committee

The Audit Committee consisted of three members, namely, Gurterath (Manni) Buttar (Chairman), Steven McMullan and Alex Gostevskikh, all of which are considered to be financially literate. Mr. Buttar and Mr. McMullan are considered to be independent.

Relevant Education and Experience of the Audit Committee

Gurterath (Manni) Buttar

Mr. Buttar is the Co-Founder & Managing Director of CFT Financial. CFT Financial helps philanthropists and their advisors unlock powerful tax savings through structured flow-through share strategies. From 2016 to 2025 he was Vice-President - Business Development at Sprott Capital Partners LP (SCP)/SCP Resource Finance LP, a former division of Sprott Inc. His primary focus was building and further developing SCP’s Structured Flow Through Share Program. He is a Chartered Professional Accountant (CPA, CA) with a Masters in Accounting and Finance from the University of Waterloo, Ontario (Canada) and has experience in the financial services area. His experience in financial services includes both the capital markets and wealth management arena internationally.

Steven McMullan, P. Geo

Mr. McMullan is a senior exploration geoscientist with > 40 years of diverse international experience in mineral exploration and discovery, mine development, and project management on five continents. He is a recipient of PDAC 2015 Thayer Lindsley International Discovery Award Kamoa Copper Deposit Discovery Team. Mr. McMullan is currently the Chief Technical Advisor of Karus Mining Inc.

Alex Gostevskikh

Over 30 years of experience in international mining and exploration, specializing in mineral exploration and development of orogenic gold style mineralization. Several senior executive roles with mining companies including Kinross and Centerra. Qualified Member of the esteemed Mining & Metallurgical Society of America. Mr. Gostevskikh is currently Interim CEO of Karus Mining Inc, and Director and CEO of Sendero Resources Corp.

At no time since the commencement of the Corporation’s most recently completed financial year were any Committee’s recommendations to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has it relied on any exemption under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

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


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External Auditor Service Fees

The fees paid by the Corporation to its auditors in each of the last two fiscal years are:

Financial Year Ending December 31 Audit and Audit Related Fees All Other Fees
2024 $20,000 N/A
2023 $20,000 N/A

Venture Issuer Exemption

The Corporation, as a “Venture Issuer”, is relying upon section 6.1 of NI 52-110 exempting it from certain requirements relating to the composition of the audit committee requirements and reporting obligations.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the board of directors (the “Board”), the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) the Corporation is required to disclose its corporate governance practices in compliance with NI 58-101, as summarized below.

Board of Directors

The Board facilitates its exercising of independent supervision over management through meetings of the Board and both directly and indirectly through its committees.

Any member of management including the Corporation’s CEO and CFO is not considered to be “independent” within the prescribed definition. The Board is composed of four directors being Alex Gostevskikh, Michael Wood, Steven McMullan and Manni Buttar. Alex Gostevskikh, the CEO of the Corporation and Michael Wood, the CFO of the Corporation are not considered independent.

Directorships

From time to time certain of the directors may be directors in one or more other reporting issuers. The following table sets forth the directors of the Corporation who are currently directors of other reporting issuers:

Name Other Reporting Issuers
Alex Gostevskikh Sendero Resources Corp.
Michael Wood Cassiar Gold Corp.
Reyna Silver Corp.
Sendero Resources Corp.
Steven McMullan Sendero Resources Corp.
Gurterath (Manni) Buttar Karus Mining Inc.
Sendero Resources Corp.

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Orientation and Continuing Education

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Corporation's business will be necessary and relevant to each new director. The Corporation provides continuing education to its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.

Ethical Business Conduct

The Corporation endeavors to select only people of the highest personal moral stature and expects them to follow a high ethical standard when exercising their authority or discretion in all of the Corporation's business dealings.

Nomination of Directors

The Board determines new nominees to the Board, although no formal process has been adopted.

Other Board Committees

The Corporation does not currently have any Board committees other than the Audit Committee and the CGCC.

Assessments

The Corporation has contemplated a plan for the annual review of the performance of every director and officer, however, to date no formal plan or procedure has been adopted.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Corporation by mail at 1100 – 1111 Melville Street, Vancouver, BC V6E 3V6, or by e-mail to [email protected] to request copies of the Corporation’s financial statements and MD&A.

APPROVAL AND CERTIFICATION

The contents and the sending of the Notice of Meeting and this Circular have been approved by the Board of Directors of the Corporation.

DATED this 13th day of August, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Alex Gostevskikh
Alex Gostevskikh
CEO and Director


SCHEDULE “A”

The Audit Committee Charter

Purpose

The primary function of the audit committee of the Corporation (the “Committee”) is to assist the board of directors (the “Board”) of the Corporation in fulfilling its responsibilities by reviewing the financial reports and other financial information provided by the Corporation to any regulatory body or the public, the Corporation’s systems of internal controls regarding preparation of those financial statements and related disclosures that management and the Board have established and the Corporation’s auditing, accounting and financial reporting processes generally. Consistent with this function, the Committee encourages continuous improvement of, and fosters adherence to, the Corporation’s policies, procedures and practices at all levels. The Committee’s primary objectives are to:

  1. assist directors in meeting their responsibilities in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;
  2. provide for open communication between directors and external auditors;
  3. enhance the external auditor’s independence;
  4. increase the credibility and objectivity of financial reports; and
  5. strengthen the role of the outside or “independent” directors by facilitating in depth discussions between directors on the Audit Committee, management and external auditors.

Composition

The Committee is comprised of three or more directors as determined by the Board, if at all possible with the majority of whom shall be “independent” (as such term is used in National Instrument 52-110 Audit Committees (“NI 52-110”)) unless the Board shall have determined that the exemption contained in section 3.6 of NI 52-110 would be applicable and is to be adopted by the Corporation.

All of the members of the committee shall be “financially literate” (as defined in NI 52-110) unless the Board shall determine that an exemption under NI 52-110 from such requirement in respect of any particular member would be applicable and is to be adopted by the Corporation in accordance with the provisions of NI 52-110.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and remain as members of the Committee until their successors shall be duly elected and qualified.

Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its mandate to foster open communication, the Committee should meet at least annually with management and the external auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. The Chief Financial Officer (if appointed) is required to be present at the meetings of the Committee and may be excused from all or part of any such meetings by the independent sitting members.

Minutes of all meetings of the Committee shall be taken and the Committee shall report the results of its meetings and reviews undertaken and any associated recommendations or resolutions to the Board. A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee shall be valid resolution of the Committee.

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A quorum for meetings of the Committee shall be majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the committee shall be the same as those governing the Board.

Members of the Committee may participate in a meeting of the Committee by means of telephone or other communication device or facilities that permit all persons participating in any such meeting to hear one another.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

  1. Documents/Reports Review

a. Review and update this Charter, as conditions dictate.
b. Review the financial statements, prospectuses, MD&A, annual information forms and all public disclosures containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval where required.
c. Review the reports to management prepared by the external auditors and management responses.
d. Established procedures for:

(i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

e. Review and approve the Corporation's hiring policies regarding employees and former employees of the present and former external auditors of the issuer.
f. Review of significant auditor findings during the year, including the status of previous audit recommendations.
g. Be satisfied with and periodically assess the adequacy of procedures for the review of corporate disclosure that is derived or extracted from the financial statements.

  1. External Auditors

a. Be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
b. Recommend to the Board the external auditors to be nominated for appointment by the Shareholders.
c. Recommend to the Board the terms of engagement of the external auditor, including their compensation and a confirmation that the external auditors shall report directly to the Committee.
d. On an annual basis, review and discuss with the auditors all significant relationships the auditors have with the Corporation to determine the auditors' independence.
e. Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

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f. When there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

g. Periodically consult with the external auditors, without the presence of management, about internal controls and the fullness and accuracy of the organization’s financial statements.

h. Consider, in consultation with the external auditor, the audit scope and plan of the external auditor.

i. Pre-approved the completion of any non-audit services by the external auditors and determined which non-audit services the external auditor is prohibited from providing and the Committee may delegate to one or more independent members of the Committee the authority to pre-approve non-audit services, provided that such member(s) reports to the Committee at the next scheduled meeting such pre-approval and the members(s) complies with such other procedures as may be established by the Committee from time to time.

  1. Financial Reporting Processes

a. In consultation with the external auditors and management, review the integrity of the organization’s financial reporting processes both internal and external. Consider judgments concerning the appropriateness of the Corporation’s accounting policies.

b. Consider and approve, if appropriate, major changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors or management.

c. Review risk management policies and procedures of the Corporation (i.e., hedging, litigation and insurance).

  1. Process Improvement

a. Review with external auditors their assessment of internal controls, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit, and upon completion of the audit, their reports upon the financial statements.

  1. Ethical and Legal Compliance

a. Ensure that management has the proper review system in place to ensure that the Corporation’s financial statements, reports and other financial information disseminated to regulatory organizations and the public satisfy legal requirements.

b. Conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain, and to set and pay compensation for any independent counsel and other professionals to assist in the conduct of any investigation, subject to the Board approving any expenditure in excess of $10,000 in this regard.

c. Perform any other activities consistent with this Charter, the Corporation’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate.

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SCHEDULE “B”

SALE RESOLUTIONS

BE IT RESOLVED THAT, AS A SPECIAL RESOLUTION:

  1. The sale and disposition by Infinitum Copper Corp. (the “Corporation”) to Kenadyr Metals Corp. (“Kenadyr”) of all the outstanding shares in the capital of Exploraciones Margarita S.A. de C.V. (“EMSA”), all as more particularly described and set forth in the Management Information Circular (the “Circular”) of the Corporation dated August 13, 2025 accompanying the notice of this meeting (as the transaction may be modified, supplemented or amended), is hereby authorized, approved and adopted.

  2. The Share Purchase Agreement dated June 13, 2025 (the “SPA”) between the Corporation and Kenadyr, as it may be or has been amended, pertaining to the disposition by the Corporation of the shares of EMSA to Kenadyr, as described in the Circular, the actions of the directors of Corporation in approving the SPA, and the actions of the officers of the Corporation in executing and delivering the SPA and any amendments thereto, are hereby ratified and approved.

  3. Notwithstanding that this resolution has been passed by the Shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation:

(a) to amend the SPA to the extent permitted thereby; or

(b) subject to the terms of the SPA, not to proceed with the sale of EMSA.

  1. Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute, whether under corporate seal or otherwise, and to deliver such documents as are necessary or desirable to give effect to the proposed sale of EMSA to Kenadyr

  2. Any director or officer of the Corporation is hereby authorized, for and on behalf and in the name of the Corporation, to execute and deliver, whether under corporate seal, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions, the SPA and the completion of the transactions in accordance with the terms of the SPA, including:

(a) all actions required to be taken by or on behalf of the Corporation, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the SPA or otherwise to be entered into by the Corporation,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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SCHEDULE C

DISSENT PROVISIONS OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

DEFINITIONS AND APPLICATION

237 (1) In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“payout value” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

RIGHT TO DISSENT

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

in respect of any court order that permits dissent.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

i. the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and

ii. each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting,

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(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must
(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

WAIVER OF RIGHT TO DISSENT

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must
(a) provide to the company a separate waiver for
i. the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
ii. each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to
(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

NOTICE OF RESOLUTION

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,
(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,
(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

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(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

NOTICE OF COURT ORDERS

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent,

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

NOTICE OF DISSENT

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least one (1) day before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

i. the date on which the shareholder learns that the resolution was passed, and
ii. the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must

(a) send written notice of dissent to the company on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

i. the names of the registered owners of those other shares,


ii. the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

iii. a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

i. the name and address of the beneficial owner, and
ii. a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

NOTICE OF INTENTION TO PROCEED

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

i. the date on which the company forms the intention to proceed, and
ii. the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

COMPLETION OF DISSENT

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

i. the names of the registered owners of those other shares,
ii. the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
iii. that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

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(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

PAYMENT FOR NOTICE SHARES

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

LOSS OF RIGHT TO DISSENT

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full


amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

SHAREHOLDERS ENTITLED TO RETURN OF SHARES AND RIGHTS

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,
(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

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