inomInMINES
TSXV MINE

NOTICE OF ANNUAL GENERAL AND EXTRAORDINARY MEETING OF SHAREHOLDERS
AND
MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND EXTRAORDINARY MEETING TO BE HELD
Thursday, July 3, 2025

INOMIN MINES INC.
(the "Company")

NOTICE OF ANNUAL GENERAL AND EXTRAORDINARY MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Extraordinary Meeting (the "Meeting") of Shareholders of the Company will be held at the offices of Miller Thomson LLP, 700 West Georgia Street, Suite 2200, Vancouver, BC, on Thursday, July 3, 2025 at 11:00 am, for the following purposes:

to receive the financial statements of the Company for the fiscal year ended March 31, 2024, together with the report of the auditors thereon;
to appoint the auditor for the ensuing year and authorize the directors to fix the remuneration paid to the auditor;
to set the number of directors at five (5);
to elect directors;
to consider and if thought advisable, pass an ordinary resolution approving an earn in and joint venture agreement;
to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution approving an earn in and joint venture agreement dated April 25, 2025 between the Company and Sumitomo Metal Mining Canada Ltd., which is a reviewable disposition by the Company requiring shareholder approval as per the policies of the TSX Venture Exchange, as more particularly disclosed in the accompanying management information circular prepared in connection with the Meeting (the "Information Circular");
to consider and if thought advisable, pass an ordinary resolution approving renewal of the Company's Stock Option Plan; and
to transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

For full details of each of the matters set out above, please review the accompanying Information Circular.

Registered shareholders who are unable to attend the meeting are requested to read the notes included in the Form of Proxy enclosed and then to complete, date, sign and mail the enclosed Form of Proxy, or to complete the Proxy by telephone or the internet, in accordance with the instructions set out in the Form of Proxy and in the Information Circular accompanying this Notice.

DATED at Vancouver, British Columbia, this 29th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Evilio J. Gomez-Garcia”

Evilio J. Gomez-Garcia
President & Chief Executive Officer

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

INOMIN MINES INC.

700 West Georgia Street, Suite 2200, Vancouver, BC V7Y 1K8

MANAGEMENT INFORMATION CIRCULAR

(as at May 29, 2025, unless indicated otherwise)

SOLICITATION OF PROXIES

This management information circular (the "Information Circular"), the form of proxy and the supplemental mailing list request card (collectively, the "Meeting Materials") are furnished in connection with the solicitation of proxies by the management of Inomin Mines Inc. (the "Company") for use at the Annual General and Extraordinary Meeting of the holders of common shares of the Company ("Shares") to be held on Thursday, July 3, 2025 at 11:00am (Pacific Time) (the "Meeting") and any adjournment or postponement thereof at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of the Company. All costs of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors and/or officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND STRIKING OUT THE TWO PRINTED NAMES OR BY COMPLETING ANOTHER FORM OF PROXY.

To be valid, a proxy must be in writing and executed by the shareholder or their attorney authorized in writing, unless the shareholder chooses to complete the proxy by telephone or the internet as described in the enclosed proxy form. Completed proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof, or at the discretion of the Chairman of the Meeting, delivered to the Chairman of the Meeting prior to the commencement of the Meeting or prior to any re-commencement of the Meeting after an adjournment or postponement.

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by their attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, 700 West Georgia Street, Suite 2200, Vancouver, British Columbia, V7Y 1K8, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

RECORD DATE

The board of directors of the Company (the "Board") has established the record date (the "Record Date") for the Meeting as the close of business on May 29 2025. Only shareholders of record at the close of business on the Record Date will be entitled to notice of the Meeting, or any adjournments or postponements thereof, and to vote at the Meeting. No shareholders having become shareholders of record after that time will be entitled to vote at the Meeting, or any adjournments or postponements thereof.

INFORMATION FOR BENEFICIAL HOLDERS OF SHARES

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Registered shareholders are holders of Shares whose names appear on the Share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased Shares. The Shares owned by many shareholders of the Company are not registered on the records of the Company in the shareholders' own names, but in the name of a securities dealer, bank or other intermediary, or in the

name of a clearing agency (referred to in this Information Circular as an "intermediary" or "intermediaries"). Shareholders who do not hold their Shares in their own names (referred to in this Information Circular as "beneficial holders") should note that only registered shareholders may vote at the Meeting. A beneficial holder cannot be recognized at the Meeting for the purpose of voting his shares unless he is appointed by the intermediary as a proxyholder.

Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial shareholders. Every intermediary has its own procedures to seek those instructions. Beneficial shareholders should follow those procedures carefully to ensure that their Shares are voted at the Meeting.

The majority of brokers in Canada have delegated authority for obtaining instructions from clients to Broadridge Investor Communication Solutions, Canada ("Broadridge"). Broadridge typically applies a special sticker to the proxy forms, or alternatively, prepares a separate "voting instruction" form, mails those forms to beneficial holders, and asks beneficial holders to return the proxy or voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions for voting at the Meeting. A beneficial holder who receives a proxy bearing a Broadridge sticker or a voting instruction form cannot deposit that proxy or form on the Meeting date to vote common shares at the Meeting. The proxy or form must be returned to Broadridge in advance of the Meeting in order to allow the shares to be voted by the named proxyholder at the Meeting.

In addition to those procedures, recent amendments to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") allow a non-objecting beneficial holder ("NOBO") to submit to the Company or an applicable intermediary any document in writing that requests that such NOBO or its nominee be appointed as the NOBO's proxyholder. If such a request is received, the Company or the intermediary, as applicable, must arrange, without expense to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Information Circular, provided that the Company or the intermediary receives such written instructions at least one business day prior to the time at which proxies are to be submitted for use at the Meeting; accordingly, any such request must be received by 11:00 a.m. (Vancouver time) on June 30, 2025.

The Company is not sending the Notice of Meeting and Meeting Materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting Materials to clearing agencies and intermediaries for onward distribution to NOBOs.

An objecting beneficial owner ("OBO") is a beneficial holder who has provided instructions to an intermediary holding Shares in an account on behalf of the OBO that the OBO objects to the intermediary disclosing the OBO's name, address and Share ownership information to the Company to allow the Company to send shareholder materials to the OBO. In accordance with applicable securities law requirements, the Company has distributed copies of the Meeting Materials to the clearing agencies and intermediaries for distribution to OBOs. The Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and an OBO will not receive those materials unless the OBO's intermediary assumes the cost of delivery.

Intermediaries are required to forward the Meeting Materials to non-registered shareholders unless a non-registered shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to non-registered shareholders. Generally, non-registered shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the non-registered shareholder and returned to the intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the intermediary must follow; or

(b) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the non-registered shareholder but which is otherwise not completed by the intermediary. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered shareholder when submitting the proxy. In this case, the non-registered shareholder

who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

In either case, the purpose of these procedures is to permit non-registered shareholders to direct the voting of their Shares which they beneficially own. Should a non-registered shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the non-registered shareholder), the non-registered shareholder should strike out the persons named in the form of proxy and insert their own name or such other person's name in the blank space provided. Non-registered shareholders should carefully follow the instructions of their intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A non-registered shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an intermediary at any time by written notice to the intermediary provided that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the intermediary at least seven days prior to the Meeting.

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

EXERCISE OF DISCRETION

Shares represented by proxy are entitled to be voted on a show of hands or any poll and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Shares will be voted or withheld from voting in accordance with the specification so made.

SUCH SHARES WILL BE VOTED FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares with par value. As at the Record Date, the Company has a total of 42,453,552 fully paid and non-assessable common shares issued and outstanding. Each Share carries the right to one vote at the Meeting. THE COMPANY HAS NO OTHER CLASSES OF VOTING SECURITIES.

PRINCIPAL SHAREHOLDERS

Any shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have his or her Shares voted at the Meeting.

To the knowledge of the directors and executive officers of the Company, there are no persons or companies who beneficially own, or control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company.

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

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Company since the commencement of the Company's last completed financial year, or of any proposed nominee for election as a director of the Company, or of any associate or affiliate of any of such persons, in any manner to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended March 31, 2024 and the report of the auditor thereon will be placed before the shareholders at the Meeting, but no vote thereon is required. These documents are available upon request or they can be found under the Company's profile on SEDAR+ at www.sedarplus.ca or on its website at https://inominmines.com.

ELECTION OF DIRECTORS

The Board presently consists of five (5) directors and it is intended to elect five (5) directors for the ensuing year.

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next Annual General Meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act (British Columbia) (the "Act").

Pursuant to Section 224 of the Act, the Company is required to have an Audit Committee. As at the date hereof, the members of the Audit Committee are L. John Peters, Anil Jiwani and William Yeomans.

The following table sets out the names of the nominees for election as directors, the province or state and the country in which each is ordinarily resident, all offices of the Company now held by each of them, their principal occupations, the period of time for which each has been a director of the Company, and the number of common shares of the Company or any of its subsidiaries beneficially owned by each, or controlled or directed, directly or indirectly, as at the date thereof.

Name, Position, Province/State and Country of Residence^{(a)(b)}	Principal Occupation or Employment^{(1)}	Period as a Director of the Company	No. of Shares^{(1)}
Evilio J. Gomez-Garcia^{(1)(2)}
President, Chief Executive Officer and Director
New Westminster, BC
Canada	Chief Executive Officer and President of the Company since March 2017; Business Consultant	Since August 23, 2012	2,205,000^{(3)}
Anil Jiwani^{(1)(3)}
Financial Officer and Director
Surrey, BC
Canada	Chief Financial Officer of the Company since January 2023; Self-employed
Chartered Professional Accountant	Since January 31, 2022	0

Name, Position, Province/State and Country of Residence^{(1)(2)}	Principal Occupation or Employment^{(1)}	Period as a Director of the Company	No. of Shares^{(1)}
Ari M. Shack^{(1)(2)}
Corporate Secretary and Director
Vancouver, BC
Canada	Corporate/Commercial Lawyer with Miller Thomson LLP	Since August 23, 2012	320,000^{(4)}
L. John Peters^{(1)(2)}
Director
West Kelowna, BC
Canada	P.Geo., Professional Geologist	Since June 5, 2019	540,000
William Yeomans^{(1)(2)}
Director
West Kelowna, BC
Canada	P.Geo., Professional Geologist	Since October 9, 2019	0

(1) The information as to province/state and country of residence, principal occupation and Shares beneficially owned is not within the knowledge of the management of the Company and has been furnished by the respective nominees as at the Record Date. The description of the principal occupation or employment is for the past five years.
(2) None of the proposed nominees for election as a director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity.
(3) Of these, 1,300,000 are held by Oro Grande Capital Inc., a company controlled by Mr. Gomez-Garcia.
(4) Of these, 240,000 are held by A. Shack Enterprises Inc., a company controlled by Mr. Shack.

Orders & Bankruptcies

None of the proposed nominees for election as a director of the Company:

(a) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(i) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, which order was in effect for a period of more than 30 consecutive days (an "Order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

(b) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(c) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

(d) has been subject to 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
(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101- Disclosure of Corporate Governance Practices, requires all companies to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the "Guidelines") adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Company's approach to corporate governance is set out below.

Board of Directors

The Board currently consists of five (5) directors: Evilio J. Gomez-Garcia (President & Chief Executive Officer), Anil Jiwani (Chief Financial Officer), Ari M. Shack (Corporate Secretary), L. John Peters and William Yeomans.

The Guidelines suggest that the board of directors of every listed company should be constituted with a majority of individuals who qualify as "independent" directors. A director is "independent" if the individual has no direct or indirect material relationship with the Company which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment whether on the Board or a committee of the Board. Notwithstanding the foregoing, an individual who is, or has been within the last three years, an employee or executive officer of the Company is considered to have a material relationship with the Company. Of the current Board, Evilio J. Gomez-Garcia, Anil Jiwani and Ari M. Shack are not independent, as they are executive officers of the Company. Of the current Board, L. John Peters and William Yeomans are independent.

Other Directorships

No directors of the Company currently serve as directors of other reporting issuers.

Mandates

The size of the Company is such that the Company's operations are conducted by a small management team that is also represented on the Board. The Board is responsible for supervising management in carrying on the business and affairs of the Company. Directors are required to act and exercise their powers with reasonable prudence in the best interests of the Company. In discharging its mandate, the Board is responsible for the oversight and review of the development of, among other things, the following matters:

(1) the strategic planning process of the Company;
(2) identifying the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;
(3) planning for succession of management;
(4) the Company's policies regarding communications with its shareholders and others, and
(5) the integrity of the internal controls and management information systems of the Company.

In carrying out its mandate, the Board relies primarily on management to provide it with regular detailed reports on the operations of the Company and its financial position. The Board reviews and assesses these reports and other information provided to it at meetings of the full Board and of its committees.

Management personnel regularly attend Board meetings to provide information and answer questions. Directors also consult from time to time with management. At least annually, the Board reviews management's report on its business and strategic plan and any changes with respect to risk management and succession planning.

The Board discharges specific responsibilities directly through its Audit Committee. The Board has adopted a written charter for the Audit Committee (see "Audit Committee – Audit Committee's Charter").

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors; however, any new directors will be given the opportunity to familiarize themselves with the Company, the current directors and members of management. Directors are also encouraged and given the opportunity for continuing education.

Ethical Business Conduct

The Board has not, to date, adopted a formal written code of business conduct and ethics. The current limited size of the Company's operations, and the small number of officers and employees, allow the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal code of business conduct and ethics.

Nomination of Directors

The Company does not have a stand-alone nomination committee. The Board selects new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President. The Board monitors, but does not formally assess, the performance of individual Board members or committee members or their contributions.

Compensation

The Board's compensation committee consists of L. John Peters, William Yeomans and Evilio J. Gomez-Garcia. The committee reviews and provides recommendations to the Board regarding employment, consulting or other compensation arrangements between the Company and any director or senior officer of the Company or between any subsidiary of the Company and any director or senior officer must be considered and approved by the Company's independent directors.

Other Board Committees

The Company has one standing committee, the Audit Committee. Please refer to the "Audit Committee" section.

Assessments

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company's size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The entire Board is responsible for selecting new directors and assessing current directors. A proposed director's credentials are reviewed in advance of a Board meeting by one or more members of the Board prior to the proposed director's nomination.

AUDIT COMMITTEE

Audit Committee's Charter

The text of the Company's Audit Committee Charter is attached as Appendix 1 to this Information Circular.

Composition of the Audit Committee

As at the date hereof, the members of the Audit Committee are Anil Jiwani, L. John Peters and William Yeomans. Mr. Peters and Mr. Yeomans are independent directors of the Company within the meaning of independence set out in National Instrument 52-110 - Audit Committees ("NI 52-110"). Mr. Jiwani is not independent pursuant to NI 52-110 as he is an executive officer of the Company. Each of the members of the Audit Committee is financially literate within the meaning of NI 52-110 in that he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year did the Board decline to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Relevant Education and Experience

The education and experience of the current members of the Audit Committee that is relevant to the performance of their responsibilities as an Audit Committee member is described below:

L. John Peters

Mr. Peters holds a Bachelor of Science degree from the University of Western Ontario (1984) and has been a member of the Association of Professional Engineers and Geoscientists, BC since 1992. Mr. Peters has over 25 years' experience in mineral exploration and production both domestically and internationally.

Anil Jiwani

Mr. Jiwani holds a Bachelor of Accounting and Information Technology degree from the University of Texas, Dallas and has been a member of the Institute of Chartered Professional Accountants since 2010. Mr. Jiwani has considerable business, accounting and audit experience, with both public and private companies and currently also serves as the Chief Financial Officer of multiple reporting issuers.

William Yeomans

Mr. Yeomans holds an Honours Bachelor of Science degree from Queen's University (1982) and has been a member of the Association of Professional Engineers and Geoscientists, BC since 2002. Mr. Yeomans has over 36 years' experience in mineral exploration and production both domestically and internationally.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on an exemption under section 2.4, 6.1.1(4) or (5) or (6), or granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

As at the date of this Information Circular, the Audit Committee has not adopted any specific policies or procedures for the engagement of non-audit services.

External Auditor Service Fees

The following table sets out, by category, the fees billed by Baker Tilly WM LLP (formerly Wolrige Mahon Collins Barrow LLP), the Company's auditor, for the years ended March 31, 2024 and March 31, 2023:

	Year ended March 31, 2024	Year ended March 31, 2023
Audit fees^{(1)}	$27,000	$25,000
Audit-related fees^{(2)}	$0	$0
Tax fees^{(3)}	$0	$0
All other fees^{(4)}	$0	$0
Total	$27,000	$25,000

(1) "Audit fees" include the aggregate fees billed in each financial year for audit fees.
(2) "Audit-related fees" include the aggregate fees billed in each financial year for assurance and related services to the performance of the audit or review of the Company's financial statements not already disclosed under "Audit Fees".
(3) "Tax fees" are the aggregate fees billed by the auditor for tax compliance, tax advice and tax planning.
(4) "All Other Fees" include aggregate fees billed for products or services not already reported in the above table.

Exemption for Venture Issuers

Pursuant to section 6.1 of NI 52-110, as a venture issuer, the Company is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

EXECUTIVE COMPENSATION

Definitions

For the purposes of this Statement of Executive Compensation:

(a) "Chief Executive Officer" means each individual who served as chief executive officer of the Company or acted in a similar capacity during the most recently completed financial year;
(b) "Chief Financial Officer" means each individual who served as chief financial officer of the Company or acted in a similar capacity during the most recently completed financial year; and
(c) "Named Executive Officers" means each of the following individuals:

(i) a Chief Executive Officer;
(ii) a Chief Financial Officer;
(iii) each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000.00 for that financial year; and
(iv) each individual who would be a Named Executive Officer under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation

The table below sets forth all compensation earned by, paid to, or accrued and payable to each Named Executive Officer and Director of the Company for the Company's two most recently completed financial years.

Table of compensation excluding compensation securities
Name and position	Year Ended March 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Evilio J. Gomez-Garcia, Chief Executive Officer, President and Director	2024	Nil	Nil	Nil	Nil	60,000^{(1)}	60,000
	2025	Nil	Nil	Nil	Nil	60,000^{(1)}	60,000
Anil Jiwani, Chief Financial Officer and Director (since January 31, 2023)	2024	Nil	Nil	Nil	Nil	Nil^{1)(2)}	Nil
	2025	Nil	Nil	Nil	Nil	Nil^{1)(2)}	Nil
Ari M. Shack, Corporate Secretary and Director	2024	Nil	Nil	Nil	Nil	24,000^{(1)}	24,000
	2025	Nil	Nil	Nil	Nil	24,000^{(1)}	24,000
L. John Peters Director	2024	52,150^{(3)}	Nil	Nil	Nil	Nil	52,150
	2025	17,525^{(3)}	Nil	Nil	Nil	Nil	17,525
William Yeomans Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) All compensation paid on account of services provided as officers to the Company. See “Employment, Consulting and Management Agreements”. No compensation was paid on account of being directors.
(2) The Company is a party to a consulting services agreement with Avisar Everyday Solutions Ltd. (“Avisar”). Avisar, a firm where the CFO is a director and officer, provides bookkeeping, treasury and financial reporting services to the Company. Total fees paid to Avisar during the years ended March 31, 2025 and 2024 was $30,000 and $30,000 respectively.
(3) On account of exploration services provided to the Company.

Stock Options and Other Compensation Securities

The table below sets forth all compensation securities granted or issued to each Named Executive Officer and Director of the Company in the most recently completed financial year.

Compensation Securities (1)
Name and position	Type of compensation security	Number of compensation securities, (number of underlying securities), and percentage of class (1)	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
Evilio J. Gomez-Garcia, Chief Executive Officer, President and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Anil Jiwani, Chief Financial Officer and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Ari M. Shack, Corporate Secretary and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
L. John Peters, Director	Stock Option	350,000 (350,000) 9.0%	August 12, 2024	0.05	0.03	0.025	July 3, 2028
William Yeomans, Director	Stock Option	300,000 (300,000) 7.7%	November 7, 2024	0.05	0.04	0.025	November 7, 2029

Notes:
(1) There are no vesting provisions nor restrictions or conditions for converting, exercising or exchanging the compensation securities. No compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year. As of March 31, 2025, each Named Executive Officer and Director of the Company holds the total number of compensation securities and underlying securities as follows:

Name	Number of Compensation Securities	Underlying Securities
Evilio J. Gomez-Garcia*	1,100,000	1,100,000
Anil Jiwani	300,000	300,000
Ari M Shack	525,000	525,000
L. John Peters	600,000	600,000
William Yeomans	550,000	550,000

675,000 of the options are held by Oro Grande Capital Inc., a company controlled by Evilio Gomez-Garcia.

No Named Executive Officer or director of the Company exercised any compensation securities during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

Incentive stock options may be granted to directors, consultants, officers and employees of the Company in accordance with the Company's stock option plan previously approved by the shareholders of the Company at the last annual general meeting and the policies of the TSX Venture Exchange (the "Exchange"). The Company is requesting renewed approval of its stock option plan at the Meeting (see "Approval of Stock Option Plan" below).

Employment, Consulting and Management Agreements

Management services for the Company are performed pursuant to the following management contracts entered into by the Company:

Agreement dated April 1, 2017 with Oro Grande Capital Inc., a company controlled by Evilio J. Gomez-Garcia, to provide President and CEO services to the Company for a fee of $3,000 per month plus applicable GST, which was increased to $5,000 per month plus applicable GST pursuant to an amendment agreement effective October 1, 2023. The services to be provided by Oro Grande Capital Inc. must be provided by Mr. Gomez-Garcia. The Company may terminate the agreement without cause on payment of a termination fee equal to 3 months' fees plus an additional month for each year services

were provided. In the event of a change of control transaction, Oro Grande Capital Inc. is entitled to elect to terminate the agreement within 90 days which would require the Company to pay a termination fee equal to 6 months fees;

Agreement dated November 21, 2021 with Avisar Everyday Solutions Ltd., a company of which Anil Jiwani is a director and officer, to provide bookkeeping, treasury and financial reporting services to the Company for a fee of $2,500 per month plus applicable GST. Either party may terminate the agreement on provision of 60 days' notice in writing; and
Agreement dated April 1, 2017 with Ari M. Shack to provide Corporate Secretary services to the Company for a fee of $1,000 per month plus applicable GST, which was increased to $2,000 per month pursuant to an amendment agreement dated effective October 1, 2023. Such agreements were assigned to A. Shack Enterprises Inc., a company controlled by Ari M. Shack, on March 1, 2024. Either party may terminate the agreement on provision of 30 days' notice in writing.

Oversight and Description of Director and Named Executive Officer Compensation

The compensation paid by the Company is designed to compensate its Directors and executive officers for contributions to the Company and to reward management performance by aligning a component of the compensation with the Company's business performance and share value.

Base Fees

Base fee compensation levels are designed to compensate and reward Named Executive Officers for the services they provide to the Company. In setting base compensation levels, consideration is given to such factors as level of responsibility, experience, expertise, the amount of time devoted to the affairs of the Company and the amount comparable businesses pay to their Named Executive Officers.

Bonus Plan

The Company does not currently have a bonus plan. A bonus plan for directors, executive officers and advisors may be implemented in the future to reward achievements that add value to the Company.

Stock Options

The Company's stock option plan provides for the grant of stock options to directors, executive officers and key employees and consultants of the Company and its subsidiaries for the purpose of advancing the interests of the Company and its shareholders through the motivation, attraction and retention of these individuals.

The Board determines the size of stock option grants and the terms and conditions of the options forming part of such grants. The existing number and terms of the outstanding options are taken into account when granting new options.

Details of the Company's Stock Option Plan are provided below under "Approval of Stock Option Plan".

Pension Disclosure

The Company does not have in place any pension plan or deferred compensation plan that provides for payments or benefits at, following or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Share Option Plan

The only equity compensation plan which the Company has in place is its stock option plan which was previously approved by the shareholders of the Company at the last Annual General Meeting of the Company. The stock option plan provides that the number of Shares issuable under the plan, together with all other Shares issuable under previously issued stock options may not exceed 10% of the total number of issued and outstanding Shares at the date of grant.

The following table sets out, as of the end of the Company's financial year ended March 31, 2025, all information required with respect to compensation plans under which equity securities of the Company are authorized for issuance:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securityholders	3,875,000	$0.08	370,355
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	3,875,000	$0.08	370,355

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee or any of their respective associates or affiliates or any proposed nominee for election as a director of the Company is or has been at any time since the beginning of the last completed financial year, indebted to the Company or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular, no informed person of the Company, proposed nominee for election as a director, or any associate or affiliate of the foregoing, had any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries since the commencement of the Company's last financial year.

APPOINTMENT OF AUDITORS

The management of the Company will recommend at the Meeting to appoint Baker Tilly WM LLP (formerly, Wolrige Mahon Collins Barrow LLP) as auditor of the Company and to authorize the directors to fix their remuneration. Baker Tilly WM LLP was first appointed as auditor of the Company on March 11, 2013. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Baker Tilly WM LLP as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

MANAGEMENT CONTRACTS

During the most recently completed financial year, no management functions of the Company were, to any substantial degree, performed by a person or company other than the directors or executive officers of the

Company. See "Employment, Consulting and Management Agreements" for information with regard to the management contracts.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Earn In and Joint Venture Agreement

On April 25, 2025, the Company entered into an earn in and joint venture agreement (the "Definitive Agreement") with Sumitomo Metal Mining Canada Ltd. ("Sumitomo"), an arm's length party, pursuant to which:

a) the Company granted to Sumitomo the right to earn up to an 80% interest in the Company's Beaver-Lynx project (the "Beaver Lynx" or the "Project") over two phases, as described below (the "Option"); and
b) the Company and Sumitomo formed a joint venture with respect to the Project.

Beaver-Lynx consists of 19 mineral tenures, as more particularly set out in the Definitive Agreement, covering approximately 28,000 hectares and is located in south-central British Columbia, 50 kilometres from the city of Williams Lake and adjacent to Taseko Mines Ltd.'s (TSX: TKO) Gibraltar mine project, one of the largest open-pit copper mines in Canada.

Sumitomo may exercise the Option over two phases. During phase one, Sumitomo has the option (the "First Option") to acquire up to a 60% interest in the Project by funding and incurring exploration expenditures in an aggregate amount of $3,000,000 by April 25, 2027, comprised of a mandatory initial expenditure amount of $1,000,000 (the "Initial Minimum Expenditure") and an additional expenditure amount of $2,000,000 to maintain the First Option in good standing.

Subject to the satisfaction of the Initial Minimum Expenditure, Sumitomo may elect at any time during phase one to terminate the Definitive Agreement. Upon completion of the full phase one expenditure requirement, Sumitomo may (i) exercise the First Option in full and proceed to phase two (described below), (ii) exercise the First Option and elect not to proceed to phase two, or (iii) elect not to exercise the First Option and terminate the Definitive Agreement.

During phase two, Sumitomo may increase its interest in the Project by an additional 20% (for an aggregate interest of 80%) (the "Second Option") by funding and incurring an additional $5,000,000 in exploration expenditures by the third anniversary of the date on which the First Option was exercised.

Upon completion of the phase two expenditure requirement, Sumitomo may (i) exercise the Second Option in full, (ii) elect not to exercise the Second Option and retain its interest pursuant to the First Option, or (iii) elect not to exercise the Second Option and terminate the Definitive Agreement.

The Company will be the operator of the Project during the First Option, entitling the Company to a minimum fee equal to 10% of exploration expenditures incurred by the Company on behalf of Sumitomo at the Project (the "Operator Fee"). Sumitomo also agreed to reimburse the Company for exploration expenditures it incurred at the Project during the exclusivity period prior to executing the Definitive Agreement, up to $100,000, which amount may be applied against the Initial Minimum Expenditure.

Provided that Sumitomo exercises the First Option, Sumitomo will be granted with the option to acquire certain non-mineral rights at the Project (the "Other Substances"), including hydrogen, by delivering to the Company a written notice and making a paying to the Company $500,000. Subsequently, if a party's interest in the Project subsequently falls below 20%, such party shall be granted a 7.5% royalty on the Other Substances.

In the event a party's interest in the Project falls below 10% (the "Withdrawing Party"), the Withdrawing Party will be deemed to have (i) withdrawn from the joint venture and to have transferred its interest to the other party holding an interest in the Project (and if there is more than one party with an interest in the Project, transferred pro rata in the proportion of such parties' interests); and (ii) entered into a royalty agreement granting the Withdrawing Party a 2% net smelter royalty in respect of proceeds received on mineral products derived from the Project.

The Definitive Agreement is subject to the following conditions:

a) Approval by the TSX Venture Exchange (the "TSXV") (the TSXV conditionally approved the Definitive Agreement on May 13, 2025); and
b) Approval of the shareholders of the Company.

The summary above is qualified by the full text of the Definitive Agreement, a copy of which is accessible on the Company's SEDAR+ profile at www.sedarplus.ca.

Shareholder Approval Being Sought

The Definitive Agreement constitutes a "reviewable disposition" under TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets ("Policy 5.3") as the Option will, if completed, result in a disposition of more than 50% of the Company's assets. Accordingly, the Definitive Agreement is subject to the approval of the majority of the shareholders as mandated by Section 5.14(c) of Policy 5.3 by ordinary resolution (the "Definitive Agreement Resolution").

The Company believes it will continue to meet the TSXV's continued listing requirements upon full exercise of the Option as the Company expects to have adequate working capital through receipt of the Operator Fee, among other potential capital raising transactions, and it will continue to hold up to a 20% interest in the Project, in addition to its other mineral properties. Nonetheless, in the event the TSXV determines that the Company does not meet continued listing requirements at any point, the Company's listing could be transferred to NEX.

The Board and management recommend the approval of the Definitive Agreement Resolution. To be effective, the Definitive Agreement Resolution must be approved by not less than 50% of the votes cast by the holders of Shares present in person, or represented by proxy, at the Meeting. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the Definitive Agreement Resolution.

The text of the Definitive Agreement Resolution authorizing the Company entering into the Definitive Agreement with Sumitomo is as follows:

"BE IT RESOLVED THAT:

(a) subject to regulatory approval, the entering into and performance of all obligations under the earn in and joint venture agreement dated April 25, 2025 between the Inomin Mines Inc. (the "Company") and Sumitomo Metal Mining Canada Ltd. (the "Definitive Agreement") and the transactions contemplated therein, as more particularly described and set forth in the Company's management information circular dated May 29, 2025, be and is hereby ratified, confirmed and approved;
(b) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions, the Definitive Agreement and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions ; and
(c) the directors of the Company, in their sole and complete discretion, may act upon this resolution authorizing the Definitive Agreement, or, if deemed appropriate and without any further approval from the shareholders of the Company, may choose not to act upon this resolution notwithstanding shareholder approval of the Definitive Agreement and are authorized to revoke this resolution in their sole discretion at any time prior to effecting the Definitive Agreement."

Approval of Stock Option Plan

The Board has approved the Company's current form of 10% "rolling" stock option plan (the "Stock Option Plan" or the "Plan"). The Stock Option Plan incorporates certain requirements of Exchange Policy 4.4 – Security Based Compensation ("Policy 4.4"), which was amended on November 24, 2021. The information below should be read in conjunction with the Stock Option Plan. Any definitions or capitalized terms used or referenced below have the same meaning attributed to them in the Stock Option Plan which is attached to this Information Circular as Appendix 2 and will be accessible on the Company's SEDAR+ profile at www.sedarplus.ca.

The purpose of the Plan is to give to Eligible Persons (as defined herein) additional compensation, the opportunity to participate in the success of the Company by granting to such individuals Stock Options, exercisable over periods of up to ten (10) years as determined by the Board, to buy shares of the Company at a price not less than the Market Price (as defined in the Plan) prevailing on the date the Option is granted less applicable discount, if any, permitted by the policies of the Exchange and approved by the Board. The general terms and conditions of the Stock Option Plan are reflected in the disclosure below.

Key Terms	Summary
Administration	The Board shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Stock Option Plan, to interpret the Stock Option Plan, to prescribe, amend and rescind rules and regulations relating to the Stock Option Plan and to make all other determinations deemed necessary or advisable in respect of the Stock Option Plan. Except as set forth in certain sections of the Stock Option Plan and subject to any required prior Exchange approval, the interpretation and construction of any provision of the Stock Option Plan by the Board shall be final and conclusive. Administration of the Stock Option Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.
Number of Shares	The maximum aggregate number of Shares that are issuable pursuant to security-based compensation granted or issued under the Stock Option Plan and all of the Company's other previously established or proposed security-based compensation plans (to which the following limits apply under Exchange policies):
	(a) to all Eligible Persons granted an Option pursuant to the Stock Option Plan and their heirs, executors, and administrators ("Optionees") as a group (including for greater certainty Insiders (as a group) shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis at any point in time;
	(b) to Insiders (as a group) in any 12-month period shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis on the date specified in an agreement whereby the Company grants an Optionee an Option (an "Option Agreement") as the date on which an Option is granted (the "Grant Date"), unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies;
	(c) to any one Optionee (including, where permitted under applicable policies of the Exchanges, any companies that are wholly owned by such Optionee) in any 12-month period shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies.

Key Terms	Summary
	(d) to any one Consultant (as defined under the policies of the Exchange) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date;
	(e) to Investor Relations Service Providers (as defined under the policies of the Exchange) (as a group) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, and Investor Relations Service Providers shall not be eligible to receive any security- based compensation other than Stock Options if the Shares are listed on the Exchange at the time of any issuance or grant; and
	(f) to Eligible Charitable Organizations (as defined under the policies of the Exchange) (as a group) shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date.
Securities	Each Stock Option entitles the holder thereof to purchase one Share (subject to adjustment in certain circumstances) at an exercise price determined by the Board.
Participation	Any directors, officers, Employees (as defined under the policies of the Exchange), Management Company Employees (as defined under the policies of the Exchange), Consultants and Eligible Charitable Organizations (as defined under the policies of the Exchange) of the Company and its subsidiaries (collectively "Eligible Persons").
Stock Option Price	The price per Share specified in an Option Agreement, adjusted from time to time, (the "Option Price") under each Stock Option shall be not less than the Market Price on the Grant Date less the applicable discount permitted under the policies of the Exchanges or, if the Shares are not listed on any Exchange, less 25%.
Exercise Period	The exercise period of an Option will be the period from and including the Grant Date up to 4:00 p.m. Pacific Time on the expiry date that will be determined by the Board at the time of grant (the "Expiry Date"), provided that the Expiry Date of an Option will be no later than the tenth anniversary of the Grant Date of the Option. In the event that the Expiry Date of an Option falls during, or within five (5) trading days of, a trading blackout period imposed by the Company (the "Blackout Period"), the Expiry Date of such Option shall automatically be extended to a date which is ten (10) trading days following the end of such Blackout Period (the "Extension Period"), subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) trading days following the end of the last imposed Blackout Period.
Ceasing to be an Eligible Person	If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:
	(a) Death or Disability

Key Terms

Summary

If the Optionee ceases to be an Eligible Person, due to his or her death or disability or, in the case of an Optionee that is a company, the death or disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time ("Unissued Option Shares") that have become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement ("Vested") at any time up to but not after the earlier of:

(i) 365 days after the date of death or disability; and
(ii) the Expiry Date;
(b) Termination For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant Company (as defined under the policies of the Exchange), the Optionee's employer, ceases to be an Eligible Person as a result of termination for cause as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee's employer, is employed or engaged; any outstanding Stock Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person.

(d) Spin-Out Transactions

If pursuant to the operation of section 5.3(c) of the Stock Option Plan (in connection with a corporate reorganization) an Optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options (the "Subject Options"), subject to the prior approval of the Exchanges, the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become an Eligible Person in respect of the New Company, the date that the Subject Options expire pursuant to paragraph (a), (b) or (c) above, as applicable; (iii) if the Optionee becomes an Eligible

Key Terms

Summary

Person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to section (a), (b) or (c) above; and (iv) the date that is one (1) year after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board.

(e) Eligible Charitable Organizations

If the Optionee ceases to be an Eligible Person due to no longer being an Eligible Charitable Organization, the Options then held by that Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days after the date the Optionee ceases to be an Eligible Person.

Notwithstanding the foregoing, the Board may, in its sole discretion if it determines such is in the best interests of the Company and subject to the policies of the Exchanges, extend the early Expiry Date (as set out above in paragraphs (a) to (e)) of any Option held by an Optionee who ceases to be an Eligible Person to a later date within a reasonable period, subject to such period not exceeding 12 months from the date the Optionee ceases to be an Eligible Person.

Vesting

The Board shall determine the terms upon which each Option shall vest at the time of grant, subject to the policies of the Exchanges. Unless otherwise specified by the Board at the time of granting an Option, all Options shall vest and become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months with no more than one-quarter of the Options vesting in any three month period.

Acceleration Events (Take-Over Bid and Change of Control)

If at any time when an Option granted under the Stock Option Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer and subject to the approval of the Exchanges with respect to Investor Relations Service Providers, declare all Option Shares issuable upon the exercise of Options granted under the Stock Option Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Stock Option Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer.

If a Change of Control occurs, all Option Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges with respect to Investor Relations Service Providers or if otherwise necessary.

Amendments

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders (or disinterested shareholders, if required), Exchanges or any other regulatory body having authority over the Company or the Stock Option Plan, suspend, terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Stock Option granted under the Stock Option Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee

Key Terms	Summary
Shares Not Acquired	under the Stock Option Plan without the consent of that Optionee.
Any Unissued Option Shares not acquired by an Optionee under an Option which has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised may be made the subject of a further Stock Option pursuant to the provisions of the Stock Option Plan.
Adjustments	The Stock Option Plan provides for certain standard adjustments to the Option Price and the number of Unissued Option Shares in the event of a share reorganization, special dividend distribution or corporate reorganization. Any adjustment is subject to the prior approval of the Exchange, other than adjustments due to a share subdivision, combination or consolidation.
Rights of Optionees	An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).
Previously Granted Stock Options	Options which are outstanding under pre-existing stock option plan(s) of the Company as of the effective date of the Stock Option Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of the Stock Option Plan except to the extent that the terms of the Stock Option Plan are more restrictive than the terms of such pre-existing plan(s) under which such stock options were originally granted, in which case the applicable pre-existing plan(s) shall govern, provided that any stock options granted, issued or amended after November 23, 2021 must comply with the Exchange’s Policy 4.4 - Incentive Stock Options (as at November 24, 2021).

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution (the “Stock Option Resolution”):

“BE IT RESOLVED THAT:

(d) the Company’s Stock Option Plan be confirmed and approved, and that in connection therewith a maximum of 10% of the issued and outstanding common shares of the Company at the time of each grant be approved for granting as options; and

(e) any director or officer of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

The Board unanimously recommends that each shareholder vote FOR the Stock Option Resolution.

In the absence of instructions to the contrary, Shares represented by proxies in favour of management will be voted FOR the Stock Option Resolution. In order to be effective, the Stock Option Resolution must be passed by majority of the votes cast on the matter at the Meeting in person or by proxy.

OTHER BUSINESS

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at its offices located at 700 West Georgia Street, Suite 2200, Vancouver, BC V7Y 1K8 to request a copy of any document of the Company that is referred to herein, and to request copies of the Company's financial statements and MD&A.

Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year.

DATED at Vancouver, British Columbia, this 29th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Evilio J. Gomez-Garcia"

Evilio J. Gomez-Garcia
President & Chief Executive Officer

APPENDIX 1

CHARTER

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS OF INOMIN MINES INC.

Organization

There shall be a committee of the board of directors (the "Board") of Inomin Mines Inc. (the "Company") known as the Audit Committee (the "Committee"). This charter shall govern the operations of the Committee.

Membership and Qualifications

The membership of the Committee shall be appointed by the Board and shall consist of at least three directors, the majority of whom will be non-officers (the "Independent Directors").

Each independent member of the Committee shall be, while at all times a member of the Committee, free of any relationship that, in the opinion of the Board, would interfere with the member's individual exercise of independent judgment.

Each member of the Committee shall be, while at all times a member of the Committee, generally knowledgeable in financial and auditing matters, specifically possessing the ability to read and understand fundamental financial statements including the Company's balance sheet, statement of operations and statement of cash flows.

The Board shall appoint one member of the Committee as chair. The chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making committee assignments and reporting to the Board. The chair will also maintain regular liaison with the Company's Chief Executive Officer, Chief Financial Officer and lead independent audit partner.

Role

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit of the Company's financial statements, and the legal compliance and ethics programs of the Company as established by management and the Board shall also perform any other related duties as directed by the Board. In fulfilling this role, the Committee is expected to maintain free and open communications with the independent auditor and management of the Company and shall meet at least once each quarter.

While the Committee has the responsibilities and powers set forth below in this charter under the headings "Authority" and "Responsibilities and Processes", it is not the duty of the Committee to conduct audits or to determine that the Company's financial statements are fairly presented and are in accordance with generally accepted accounting principles. Management is responsible for the preparation of financial statements in accordance with generally accepted accounting principles. It is the role of the independent auditor to audit the financial statements.

Authority

The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Company. The Committee has the power to engage and determine funding for outside counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and for any advisors employed by the Committee as well as for the

payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Responsibilities and Processes

The Committee’s primary responsibilities include:

Overseeing the Company’s financial reporting process on behalf of the Board and reporting the results or findings of its oversight activities to the Board.
Having sole authority to appoint, retain and oversee the work of the Company’s independent auditor and establishing the compensation to be paid to the independent auditor. The Company’s independent auditor shall report directly to the Committee.
Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and/or auditing matters for the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.
Pre-approving all audit services and permissible non-audit services as may be amended from time to time.
Overseeing the Company’s system to monitor and manage risk, and legal and ethical compliance programs, including the establishment and administration (including the grant of any waiver from) a written code of ethics applicable to each of the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible in order to react more effectively to changing conditions and circumstances. The Committee shall take the appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behavior.

The following shall be the principal recurring processes of the Committee relating to its oversight responsibilities. These processes are set forth as a guide, with the understanding that the Committee may supplement them as appropriate and is not intended as a comprehensive list of all the actions that the Committee will take in discharging its duties. These processes are:

Discussing with the independent auditor the objectivity and independence of the auditor and any relationships that may impact the auditor’s objectivity or independence and receiving from the independent auditor disclosures regarding its independence and written affirmation that the independent auditor is in fact independent, and taking any action, or recommending that the Board take appropriate action to oversee the independence of the independent auditor.
Overseeing the independent auditor relationship by discussing with the auditor the nature and scope of the audit process, receiving and reviewing audit reports, and providing the auditor full access to the Committee to report on any and all appropriate matters. The Committee has the sole authority to resolve disagreements, if any, between management and the independent auditor.
Discussing with the independent auditor and the Company’s financial and accounting personnel, together and in separate sessions, the adequacy and effectiveness of the accounting and financial controls of the Company and eliciting recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures may be desirable.
Providing sufficient opportunity for the independent auditor to meet with the members of the Committee without members of management present. Among the items to be discussed in these meetings are the independent auditor’s evaluation of the Company’s financial and accounting personnel and the cooperation that the independent auditor received during the course of the audit.

Discussing with management their review of the adequacy of the Company's disclosure controls and procedures, the effectiveness of such controls and procedures and any findings following such review.
Reviewing the Company's system to monitor, assess and manage risk and legal and ethical compliance program.
Reviewing and discussing with management and the independent auditor prior to the filing of the Company's annual report:
The Company's annual financial statements and related footnotes and other financial information, including the information in the "Management's Discussion and Analysis".
The selection, application and effects of the Company's critical accounting policies, practices and the reasonableness of significant judgments and estimates made by management.
Alternative and preferred treatment of financial information under generally accepted accounting principles.
All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material, current or future, effect on the financial condition of the Company.
Any material written communications between the independent auditor and management.
The independent auditor's audit of the financial statements and its report thereon.
Any significant finding and recommendations of the independent auditor and management's responses thereto.
Any significant changes in the independent auditor's audit plan.
Any serious difficulties or disputes with management encountered during the course of the audit.
Any related significant findings and recommendations of the independent auditor together with management's responses thereto.
Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
Preparing a report to be included in the Company's Information Circulars that states the Committee has:
Analyzed and discussed the audited financial statements with management;
Discussed with the independent auditor the auditor's independence;
Considered the audit and non-audit services provided by the independent auditor, and the fees paid for such services; and

The Committee shall review in advance all announcements of interim and annual financial results, as well as any periodic guidance to be publicly released by the Company and discuss such announcements with management and the independent auditors.
Reviewing and discussing with management and the independent auditor prior to the filing of the Company's Quarterly Report:
the Company's interim financial statements and related footnotes and other financial information, including the information in the "Management's Discussion and Analysis".
The selection, application and effects of the Company's critical accounting policies, practices and the reasonableness of significant judgments and estimates made by management.
Alternative and preferred treatment of financial information under generally accepted accounting principles.
All material arrangements, off-balance sheet transactions and relationship with any unconsolidated entities or any other persons which may have a material current or future effect on the financial condition of the Company.
Reviewing and either approving or disapproving all related party transactions.
Submitting the minutes of all meetings of the Committee to, or discussing the matters discussed at each committee meeting with, the Board.
Reviewing and assessing the adequacy of this charter annually and recommend any proposed changes to the Board for its approval.

The Chairman of the Committee, or another Committee member designated by the Chairman, is authorized to act on behalf of the Committee with respect to required Committee responsibilities which arise between regularly scheduled Committee meetings, with the independent auditors and management, as well as the pre-approval of non-audit services provided by the independent auditors, as necessary, as contemplated by the Committee's policies. Any such pre-filing discussions and preapprovals shall be reported to the Committee at a subsequent meeting.

APPENDIX 2

STOCK OPTION PLAN

[Please see attached.]

INOMIN MINES INC.

July 3, 2025

10% ROLLING STOCK OPTION PLAN

PURPOSE OF THE PLAN

The Company hereby establishes a stock option plan for Directors, Officers, Employees, Management Company Employees, Consultants and Eligible Charitable Organizations (as such terms are defined below) of the Company and its subsidiaries (collectively "Eligible Persons"), to be known as the "Inomin Mines Inc. Stock Option Plan" (the "Plan"). The purpose of the Plan is to give to Eligible Persons as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals Options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the Market Price prevailing on the date the Option is granted less applicable discount, if any, permitted by the policies of the Exchanges and approved by the Board.

DEFINITIONS

In this Plan, the following terms shall have the following meanings:

2.1 "Board" means the Board of Directors of the Company.

2.2 "Change of Control" means the occurrence of any one or more of the following events:

(i) a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Company or its successor;

(ii) the sale, exchange or other disposition to a person other than an affiliate of the Company of all, or substantially all of the Company's assets;

(iii) a resolution is adopted to wind-up, dissolve or liquidate the Company;

(iv) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or

(v) any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Company which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Company's outstanding Voting Securities which may be cast to elect directors of the Company or the successor Company (regardless of whether a meeting has been called to elect directors);

Click or tap here to enter text.

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

2.3 "Company" means Inomin Mines Inc. and its successors.

2.4 "Consultant" means a "Consultant" as defined in the TSXV Policies.

2.5 "Consultant Company" means a "Consultant Company" as defined in the TSXV Policies.

2.6 "Director" means a "Director" as defined in the TSXV Policies.

2.7 "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

a. being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or

b. acting as a director or officer of the Company or its subsidiaries.

2.8 "Eligible Charitable Organization" means an "Eligible Charitable Organization" as defined in TSXV Policies.

2.9 "Eligible Persons" has the meaning given to that term in section 1 hereof.

2.10 "Employee" means an "Employee" as defined in the TSXV Policies.

2.11 "Exchanges" means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

2.12 "Exchange Hold Period" means "Exchange Hold Period" as defined in TSXV Policies.

2.13 "Expiry Date" means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

2.14 "Grant Date" means the date specified in an Option Agreement as the date on which an Option is granted.

2.15 "Insider" means an "Insider" as defined in the TSXV Policies.

2.16 "Investor Relations Activities" means "Investor Relations Activities" as defined in the TSXV Policies.

2.17 "Investor Relations Service Provider" means "Investor Relations Service Provider" as defined in the TSXV Policies.

2.18 "Joint Actor" means a person acting "jointly or in concert with" another person as that phrase is interpreted in National Instrument 62-104 – Take-Over Bids and Issuer Bids.

2.19 "Management Company Employee" means a "Management Company Employee" as defined in the TSXV Policies.

2.20 "Market Price" of Shares at any Grant Date means the market price per Share as determined by the Board, provided that if the Company is listed on an Exchange, such

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price shall not be less than the market price determined in accordance with the rules of such Exchange.

2.21 "Officer" means an "Officer" as defined in the TSXV Policies.

2.22 "Option" means an option to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Company.

2.23 "Option Agreement" means an agreement, in the form attached hereto as Schedule "A", whereby the Company grants to an Optionee an Option.

2.24 "Optionee" means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

2.25 "Option Price" means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

2.26 "Option Shares" means the aggregate number of Shares which an Optionee may purchase under an Option.

2.27 "Plan" means this Inomin Mines Inc. Stock Option Plan.

2.28 "Securities Act" means the Securities Act (British Columbia), R.S.B.C. 1996, c.418, as amended, as at the date hereof.

2.29 "Security Based Compensation" means "Security Based Compensation" as defined in the TSXV Policies.

2.30 "Shares" means the common shares in the capital of the Company as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

2.31 "TSXV Policies" means the policies included in the TSX Venture Exchange Corporate Finance Manual and "TSXV Policy" means any one of them.

2.32 "Unissued Option Shares" means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

2.33 "Vested" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

3. GRANT OF OPTIONS

3.1 Option Terms

The Board may from time to time authorize the issue of Options to Eligible Persons. Where permitted under applicable policies of the Exchanges, companies that are wholly owned by Eligible Persons may also be issued Options. The Option Price under each Option shall be not less than the Market Price on the Grant Date less the applicable discount permitted under the policies of the Exchanges or, if the Shares are not listed on any Exchange, less 25%. The Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than ten years after the Grant Date, subject to the operation of section 4.1. Options shall not be assignable or transferable by the Optionee.

3.2 Limits on Shares Issuable on Exercise of Options

The maximum aggregate number of Shares that are issuable pursuant to Security Based Compensation

granted or issued under the Plan and all of the Company's other previously established or proposed Security Based Compensation plans (to which the following limits apply under Exchange policies):

(a) to all Optionees as a group (including for greater certainty Insiders (as a group)) shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis at any point in time;

(b) to Insiders (as a group) in any 12-month period shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies;

(c) to any one Optionee (including, where permitted under applicable policies of the Exchanges, any companies that are wholly owned by such Optionee) in any 12-month period shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies.

(d) to any one Consultant in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date;

(e) to Investor Relations Service Providers (as a group) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, and Investor Relations Service Providers shall not be eligible to receive any Security Based Compensation other than Options if the Shares are listed on the TSX Venture Exchange at the time of any issuance or grant; and

(f) to Eligible Charitable Organizations (as a group) shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date.

3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. In respect of Options granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company and the Optionee is representing herein and in the applicable Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan. All Options shall be subject to any applicable resale restrictions pursuant to applicable securities laws. In addition, Options and Option Shares that are subject to the Exchange Hold Period pursuant to TSXV Policy 1.1 must be legended with the Exchange Hold Period commencing on the Grant Date, and the Option Agreement shall contain any applicable resale restriction or Exchange Hold Period.

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to sections 4.3, 4.4 and 4.5, an Option may be exercised to purchase any number of Shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. Pacific Time on the Expiry Date and shall not be exercisable thereafter. In the event that the Expiry Date of an Option falls during a trading blackout period imposed by the Company (the "Blackout Period"), the Expiry Date of such Option shall automatically be extended to a date which is ten (10) trading days following the end of such Blackout Period (the "Extension Period"), subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) trading days following the end of the last imposed Blackout Period.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Company a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there will be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cheque payable to the Company or such other method of cash payment as is acceptable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque or other method of cash payment, as the case may be, is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Vesting of Option Shares

The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in Section 3.2 hereof, all Options granted under the Plan shall vest and become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months with no more than one-quarter of the Options vesting in any three month period.

4.4 Termination of Employment

If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:

(a) Death or Disability

If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of:

(i) 365 days after the date of death or Disability; and
(ii) the Expiry Date;

(b) Termination For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person as a result of termination for cause as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee's employer, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

(d) Spin-Out Transactions

If pursuant to the operation of sub-section 5.3(c) an Optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options (the "Subject Options"), subject to the prior approval of the Exchanges, the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become an Eligible Person in respect of the New Company, the date that the Subject Options expire pursuant to sub-section 4.4(a), (b) or (c), as applicable; (iii) if the Optionee becomes an Eligible Person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to sub-section 4.4(a), (b) or (c) hereof; and (iv) the date that is one (1) year after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board.

(e) Eligible Charitable Organizations

Notwithstanding the foregoing, the Board may, in its sole discretion if it determines such is in the best interests of the Company and subject to the policies of the Exchanges, extend the early Expiry Date (as set out above in this section 4.4) of any Option held by an Optionee who ceases to be an Eligible Person to a later date within a reasonable period, subject to such period not exceeding 12 months from the date the Optionee ceases to be an Eligible Person.

For purposes of this section 4.4, the dates of death, Disability, termination, retirement, voluntary resignation, ceasing to be an Eligible Person and incapacity shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Optionee or his or her estate continues thereafter to receive any compensatory payments from the Company or is paid salary by the Company in lieu of notice of termination.

For greater certainty, an Option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this section 4.4 occurred, shall not be or become vested or exercisable in respect of such Unissued Option Shares and shall be cancelled.

4.5 Effect of a Take-Over Bid

If a bona fide offer (an "Offer") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchanges with respect to Investor Relations Service Providers) all Option Shares subject to such Offer will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to section 4.3 shall be reinstated. If any Option Shares are returned to the Company under

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this section 4.5, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer and subject to the approval of the Exchanges with respect to Investor Relations Service Providers, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Board shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days of notice is required and more than 30 days of notice is not required.

4.7 Compulsory Acquisition or Going Private Transaction

If and whenever, following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares pursuant to Division 6 of the Business Corporations Act (British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Option Shares to which such Optionee was theretofore entitled to purchase upon the exercise of his or her Options, the aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Option Shares to the take-over bid.

4.8 Effect of a Change of Control

4.9 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.10 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Subject to the prior approval of the Exchanges (other than in the case of a Share subdivision or consolidation), whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events

being herein called a "Share Reorganization") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

(a) the Option Price will be adjusted to a price per Share which is the product of:

(i) the Option Price in effect immediately before that effective date or record date; and

(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection 5.1 (a)(ii).

Any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.1 is subject to compliance with the limits set out in section 3.2 and, if any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.1 would result in any limit set out in section 3.2 being exceeded, then the Company may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges), make payment in cash to the Optionee in lieu of increasing the number of Unissued Option Shares in order to properly reflect any diminution in value of the Option Shares as a result of such Share Reorganization.

5.2 Special Distribution

Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Company, other than the Shares;

(b) evidences of indebtedness;

(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or

(d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a "Special Distribution"), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

Any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.2 is subject to compliance with the limits set out in section 3.2 and, if any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.2 would result in any limit set out in section 3.2 being exceeded, then the Company may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges), make payment in cash to the Optionee in lieu of increasing the number of Unissued Option Shares in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Subject to the prior approval of the Exchanges, whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in sections 5.1 or 5.2;

(b) a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities;

(c) an arrangement or other transaction under which, among other things, the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company, or securities of another company, or both; or

(d) a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation,

(any such event being herein called a "Corporate Reorganization") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he/she would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he/she would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he/she had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Board.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company's auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia, that the Board may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of sections 5.1, 5.2 or 5.3 is subject to the prior approval of the Exchanges and any other governmental authority having jurisdiction. Notwithstanding the foregoing, adjustments pursuant to section 5.1 due to a Share subdivision or consolidation do not require prior TSX Venture Exchange approval.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment.

6.2 Necessary Approvals

The Plan shall be effective upon the approval of the Plan by the Board and the Exchange or any regulatory authority having jurisdiction over the securities of the Company and shall be ratified thereafter by the shareholders of the Company by way of an ordinary resolution at the next duly convened meeting of the shareholders of the Company. Disinterested shareholder approval (as required by the Exchanges) will be obtained for any reduction in the exercise price, or any extension of the term, of any Option granted under this Plan if the Optionee is an Insider of the Company at the time of the proposed amendment. In addition, any amendment to an Option (including any cancellation of an Option and subsequent grant of a new Option

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to the same Person within one year) that results in a benefit to an Insider of the Company at the time of amendment will be subject to disinterested shareholder approval (as required by the Exchanges). The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.

6.3 Administration of the Plan

The Board shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4 and subject to any required prior Exchange approval, the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.

6.4 Withholding Taxes

The exercise of each Option granted under the Plan is subject to the condition that if at any time the Company determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Company. In such circumstances, the Company may require that the Optionee pay to the Company, in addition to and in the same manner as the exercise price for the Shares, such amount as the Company is obliged to remit to the relevant tax authority in respect of the exercise of the Option. Alternatively, the Company shall have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares acquired upon exercise of any Option, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee by the Company, whether or not such amounts are payable under the Plan. For greater certainty, the application of this section 6.4 to any exercise of an Option shall not conflict with the policies of the Exchanges that are in effect at the relevant time and the Company will obtain prior Exchange acceptance and/or shareholder approval of any application of this section 6.4 if required pursuant to such policies.

6.5 Amendments to the Plan

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders (or disinterested shareholders, if required), Exchanges or any other regulatory body having authority over the Company or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.6 Form of Notice

A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company.

6.7 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.8 Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such

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provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.9 No Assignment or Transfer

No Optionee may assign or transfer any of his or her rights under the Plan or any option granted thereunder. Notwithstanding the foregoing, where permitted under applicable policies of the Exchanges, companies that are wholly owned by Eligible Persons may be issued Options.

6.10 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).

6.11 Previously Granted Options

Stock options which are outstanding under pre-existing stock option plan(s) of the Company as of the effective date of this Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan except to the extent that the terms of this Plan are more restrictive than the terms of such pre-existing plan(s) under which such stock options were originally granted, in which case the applicable pre-existing plan(s) shall govern, provided that any stock options granted, issued or amended after November 23, 2021 must comply with TSXV Policy 4.4 - Incentive Stock Options (as at November 24, 2021).

6.12 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.13 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of British Columbia.

6.14 Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

6.15 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

Approved by the Board of Directors of the Company effective May 29, 2025.

Approved by the shareholders of the Company on July 3, 2025.

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SCHEDULE "A"

INOMIN MINES INC.

STOCK OPTION PLAN - OPTION AGREEMENT

[If the Company is listed on the TSXV at the time of the option grant, the following legend is required in respect of: (i) Options with an Option Price at a discount to the Market Price; or (ii) Options granted to directors, officers, promoters of the Company or persons holding securities carrying more than 10% of the voting rights and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company: Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this agreement and any securities issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until ●, 20● (being four months and one day after the date of grant).]

This Option Agreement is entered into between INOMIN MINES INC. (the "Company") and the OPTIONEE named below pursuant to the Company Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:

on ●, 20● (the "Grant Date");
● (the "Optionee");
was granted the option (the "Option") to purchase ● common shares (the "Option Shares") of the Company;
for the price (the "Option Price") of $● per share;
which rights to purchase the Option Shares under the Option may be exercised and will vest on the Grant Date [OR set forth applicable vesting schedule – NOT LESS THAN QUARTERLY VESTING OVER A MINIMUM OF 1 YEAR FOR INVESTOR RELATIONS SERVICE PROVIDERS]; and
the Option will terminate on ● (the "Expiry Date");

all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

Where the Optionee is resident in or otherwise subject to the securities laws of the United States, the Optionee acknowledges that any Option Shares received by him/her upon exercise of the Option have not been registered under the United States Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the "Securities Acts"). The Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him/her or to assist him/her in complying with any exemption from such registration if he/she should at a later date wish to dispose of the Option Shares. The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

"The shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933, as amended or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to U.S. federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company."

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands

the Plan and agrees to the terms and conditions of the Plan and this Option Agreement (including without limitation all representations set out therein with respect to the Optionee).

Acknowledgement – Personal Information

The undersigned hereby acknowledges and consents to:

(a) the disclosure to the TSX Venture Exchange and all other regulatory authorities of all personal information of the undersigned obtained by the Company; and
(b) the collection, use and disclosure of such personal information by the TSX Venture Exchange and all other regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the ● day of ●, 20 ●.

Signature

Print Name

Address

INOMIN MINES INC.

Per: Authorized Signatory

INOMIN MINES INC.
STOCK OPTION PLAN
NOTICE OF EXERCISE OF OPTION

TO: Inomin Mines Inc. (the "Company")

The undersigned hereby irrevocably gives notice, pursuant to the stock option plan of the Company (the of the exercise of stock options ("Options") to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Option Shares; or
(b) _____ of the Option Shares,

which are the subject of the Option Agreement attached hereto.

The undersigned tenders herewith payment to "Inomin Mines Inc.", or such other payee as directed by the Company, in an amount equal to the aggregate exercise price of the aforesaid Option Shares and directs the Company to issue the certificate evidencing said Option Shares in the name of the undersigned and mail a copy of that certificate to the undersigned at the following address:

DATED the _ day of ___, 20 ____.

Signature of Option Holder

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Inomin Mines Inc. — Proxy Solicitation & Information Statement 2025

47144_rns_2025-06-05_02f0fa3d-83e3-46f1-8077-c6cd9fa0ed22.PDF

INOMIN MINES INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

RECORD DATE

INFORMATION FOR BENEFICIAL HOLDERS OF SHARES

EXERCISE OF DISCRETION

SUCH SHARES WILL BE VOTED FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PRINCIPAL SHAREHOLDERS

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

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Orders & Bankruptcies

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Other Directorships

Mandates

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE

Audit Committee's Charter

Composition of the Audit Committee

Audit Committee Oversight

Relevant Education and Experience

L. John Peters

Anil Jiwani

William Yeomans

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption for Venture Issuers

EXECUTIVE COMPENSATION

Definitions

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Base Fees

Bonus Plan

Stock Options

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Share Option Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITORS

MANAGEMENT CONTRACTS

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Earn In and Joint Venture Agreement

Shareholder Approval Being Sought

"BE IT RESOLVED THAT:

Approval of Stock Option Plan

Key Terms

Summary

ADDITIONAL INFORMATION

Responsibilities and Processes

3. GRANT OF OPTIONS

3.1 Option Terms

3.2 Limits on Shares Issuable on Exercise of Options

3.3 Option Agreements

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

4.2 Manner of Exercise

4.3 Vesting of Option Shares

4.4 Termination of Employment

(a) Death or Disability

(b) Termination For Cause

(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

(d) Spin-Out Transactions

(e) Eligible Charitable Organizations

4.5 Effect of a Take-Over Bid

Inomin Mines Inc. Proxy Solicitation & Information Statement 2025