KALO GOLD CORP.
Suite 1507 – 1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3
Telephone No.: 604-363-0411

INFORMATION CIRCULAR
as at March 27, 2026 (except as otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of Kalo Gold Corp. for use at the annual general meeting (the “Meeting”) of its shareholders (the “Shareholders”) to be held on May 5, 2026 at the time and place and for the purposes set forth in the accompanying notice of Meeting.

In this Information Circular, references to “the Company”, “we” and “our” refer to Kalo Gold Corp. “Common Shares” means common shares in the capital of the Company. “Beneficial Shareholders” means Shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. “Registered Shareholder” means the person whose name appears on the central securities register maintained by or on behalf of the Company and who holds Common Shares in his or her own name.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

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

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

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

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

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Odyssey Trust Company (“Odyssey”), by fax at 1-800-517-4553, or by mail or hand delivery to 1310 - 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1; or

(b) use the internet through the website of the Company’s transfer agent at https://login.odysseytrust.com/pxlogin. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy form for the holder’s account number and the control number.

In either case you must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit the Proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company’s board of directors (the “Board”) at its discretion without notice. Please note that in order to vote your Common Shares in person at the Meeting, you must attend the Meeting and register with the scrutineer before the Meeting. If you have already submitted a Proxy but choose to change your method of voting and attend the Meeting to vote, then you should register with the scrutineer before the Meeting and inform them that your previously submitted Proxy is revoked and that you personally will vote your Common Shares at the Meeting.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States of America (the “U.S.” or the “United States”) the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for “Objecting Beneficial Owners”) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for “Non-Objecting Beneficial Owners”).

These securityholder materials are sent to both registered and non-registered (beneficial) owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (“VIF”) in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF return it to Broadridge by mail or facsimile or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge’s instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting as per your instructions; or (b) have an alternate representative chosen by you duly appointed to attend and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (the “BCA”), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by:

executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Odyssey or to the Company at Suite 1507, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed March 27, 2026 as the record date (the “Record Date”) for determining persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company shares are listed on the TSX Venture Exchange (the “TSXV”) under the stock symbol “KALO”. The Company is authorized to issue an unlimited number of Common Shares. As of Record Date, there was 117,774,639 Common Shares without par value issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, no persons or companies beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Company as of March 27, 2026:

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions to set the number of directors, the election of directors and the appointment of the auditor as described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to fill, all such nominees will be declared elected or appointed by acclamation.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended August 31, 2025, with the report of the auditor thereon, and the related management discussion and analysis will be placed before Shareholders at the Meeting for their consideration. No formal action will be taken at the Meeting to approve the financial statements. If any Shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting. Copies of the audited financial statements are available through the internet on SEDAR+, which can be accessed at www.SEDARplus.ca.

NUMBER OF DIRECTORS

The size of the Company’s Board is currently set at six (6). The Board proposes that the number of directors remain at six (6). At the Meeting, Shareholders will be asked to approve an ordinary resolution to set the number of directors at six (6). An ordinary resolution needs to be passed by a simple majority of votes cast by the Shareholders present in person or represented by Proxy and entitled to vote at the Meeting.

Management recommends the Shareholders approve the resolution to set the number of directors of the Company at six (6). Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of Proxy, properly executed, in favour of the resolution to set the number of directors of the Company at six (6).

ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the BCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Management Director Nominees

The following table sets out the names of management’s nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s current principal occupation, business or employment (for the five preceding years for each new nominee), the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at March 27, 2026.

Nominee Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment^{(1)}	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled^{(1)}
Cam Grundstrom^{(8)}
Director
British Columbia, Canada	Employed by Placer Dome in Papua New Guinea, BHP at Ektai, Island Copper and Ok Tedi and Suncor, Director of Kalo	Since February 23, 2021	858,750^{(2)}
Dickson Lam
Director
Hong Kong, China	Founder and CEO of Anlly Asset Management Limited and Ascentas Capital Management Limited.	Since August 21, 2024	8,982,106^{(3)}
Kevin Ma^{(8)}
Chief Financial Officer, Corporate Secretary, Vice-President, Capital Markets and Director
British Columbia, Canada	Founder and Principal of Calibre Capital Partners Corp., a privately-owned merchant bank and advisory firm.	Since March 6, 2019	2,683,986^{(4)}
Michael Nesbitt
Director
British Columbia, Canada	In-Country Senior Manager for the Company and Director of Kalo Exploration Limited, a wholly-owned subsidiary of Kalo Gold	Since February 23, 2021	3,990,224^{(5)}
Terry Tucker
President, Chief Executive Officer, and Director
Zurich, Switzerland	Certified Professional Geoscientist.
Currently serving as Chief Executive Officer the Company and Executive Chairman and Director of Southstone Minerals Limited.	Since August 21, 2024	2,238,461^{(6)}

Nominee Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment^{(1)}	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled^{(1)}
David Whittle^{(8)}
Non-Executive Chairman and Director
British Columbia, Canada	Currently on the boards of Viva Gold Corp. and Nickel 28 Capital Corp., serving as Audit Committee Chair and Compensation Committee member on both. He was previously on the board of Treasury Metals Inc., from 2020 to 2023 serving variously as Audit Committee member, Compensation Committee Chair and Board Chair, served on the board of Alio Gold Inc., from 2019 serving as Audit Committee Chair until the sale of the company in July 2020 and served as Director and Audit Committee Chair of Karus Gold Corp. from 2021 to 2024. He was also a director of Mountain Province Diamonds Inc. from 1997 to May 2020, for much of that time serving as Audit Committee Chair and Lead Outside Director. He served as Interim CEO of Mountain Province from June 2017 to May 2018.	Since February 23, 2021	Nil^{(7)}

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees or obtained from information available on SEDI.

(2) Mr. Grundstrom also holds options to purchase 75,000 Common Shares at a price of $0.20 expiring February 24, 2031; options to purchase 17,500 Common Shares at a price of $0.05 expiring October 14, 2027; and options to purchase 30,000 common shares at a price of $0.10, expiring January 11, 2028. Mr. Grundstrom also owns 380,000 deferred share units and warrants to purchase 225,000 Common Shares.

(3) 8,997,000 Common Shares are held through Ascentas Capital Management Ltd., which is a company controlled and directed by Mr. Lam. Mr. Lam also holds 30,274 deferred share units.

(4) 2,652,736 Common Shares are held indirectly through 1196516 B.C. Ltd. and KGSK Capital Management Corp., a company controlled and directed by Mr. Ma. Mr. Ma also holds options to purchase 50,000 Common Shares at a price of $0.10, expiring February 28, 2030; options to purchase 125,000 Common Shares at a price of $0.20, expiring February 24, 2031; options to purchase 63,000 Common Shares at a price of $0.05 expiring October 14, 2027; and options to purchase 346,750 Common Shares at price of $0.10, expiring January 11, 2028. Mr. Ma also owns 767,500 deferred share units and warrants to purchase 200,000 Common Shares.

(5) 2,756,250 Common Shares are held indirectly through Dreketi Resources Ltd., which is a company controlled and directed by Mr. Nesbitt. Mr. Nesbitt also holds options to purchase 125,000 Common shares at a price of $0.20 expiring February 24, 2031; options to purchase 35,000 Common Shares at a price of $0.05 expiring October 14, 2027; and options to purchase 43,750 Common Shares at a price of $0.10, expiring January 11, 2028. Mr. Nesbitt also owns 675,000 deferred share units and warrants to purchase 100,000 Common Shares.

(6) Mr. Tucker holds options to purchase 150,000 Common Shares at a price of $0.10 expiring January 11, 2028; options to purchase 70,000 Common Shares at a price of $0.05 expiring October 14, 2027; 800,000 deferred share units and warrants to purchase 500,000 Common Shares.

(7) Mr. Whittle holds options to purchase 75,000 common shares at price of $0.20 expiring February 24, 2031; options to purchase 50,000 Commons Shares at a price of $0.20 expiring March 1, 2031; options to purchase 17,500 Common Shares at a price of $0.05 expiring October 14, 2027; and options to purchase 30,000 Common Shares at a price of $0.10, expiring January 11, 2028. Mr. Whittle also owns 542,500 deferred share units.

(8) Member of the Audit Committee.

Biographies of Director Nominees

Cam Grundstrom

Mr. Grundstrom is a co-founder of the Company and started his career in mining by working underground in small lead/zinc silver mines. He went on to earn his Mining Engineering degree from Montana College of Mineral Science and Technology. Mr. Grundstrom has since worked for Placer Dome in Papua New Guinea, for BHP at Ektai, Island Copper and Ok Tedi and for Suncor. In 2000, he and his Kalo cofounders identified Fiji as a solid jurisdiction for mineral exploration and conducted reviews of the top ten prospective areas of Fiji, securing the current Kalo licenses in 2009.

Dickson Lam

Mr. Lam is the founder and CEO of Anlly Asset Management Limited and Ascentas Capital Management Limited. Mr. Lam received his Bachelor of Commerce (Honours) Degree at the University of Manitoba and has been actively involved in investment banking for over 20 years, primarily in Hong Kong, Singapore, Australia, Taiwan and China.

Kevin Ma

Mr. Ma is a Principal at Calibre Capital Partners Corp, a private merchant bank and advisory firm which provides corporate finance, strategic go-public and management advisory services to public and private companies. Mr. Ma advised and executed Electrum Battery Materials Corporation’s (Formerly First Cobalt Corp.) $103 million three-way merger with Cobalt One Limited and Cobaltech Inc. and a $93 million acquisition of US Cobalt Inc. He has been involved in over $200 million in corporate financing transactions. Mr. Ma was the Director of Finance for Alexco Resource Corp. and was integral in the new development and operations of the Bellekeno Silver Mine in the Yukon. Mr. Ma has over 15 years of experience in corporate finance, mergers & acquisitions, senior executive advisory, and working with TSX and NYSE listed companies. Mr. Ma is currently serving several public and private companies as an executive officer and director. He is a Chartered Professional Accountant certified by the Institute of Chartered Professional Accountants of British Columbia.

Michael Nesbitt

Mr. Nesbitt is a co-founder of Kalo and has been conducting mineral exploration for over 10 years at projects in Vanuatu, Fiji, Palau, Tonga, and Guinea (Conakry). He has been active on the ground in Fiji since the beginning of the exploration of the Vatu Aurum Gold Project, and has established key relationships with landowners and government in the area. Mr. Nesbitt holds a B.Sc. Economics and a Minor in Spanish from the University of Victoria. Mr. Nesbitt will continue to act as the In-Country Senior Manager for Kalo in Fiji.

Terry Tucker

Mr. Tucker, Certified Professional Geoscientist with over 30 years of experience in mineral exploration and development projects worldwide having acquired or discovered several gold deposits, of which three have advanced to production, acquired one diamond mine which is in currently in production, and an additional three gold projects that are currently being permitted for production. Mr. Tucker previously served as President, CEO and Director of StrataGold Corporation, where he successfully advanced the exploration and development of two gold projects in both Guyana and Canada before acquisition by Victoria Gold Corp (TSX-V:VIT) in 2009. Mr. Tucker is also the Executive Chairman and Director of Southstone Minerals Limited, with a producing alluvial diamond mine in South Africa. Mr. Tucker has been a member of the Association of Professional Engineers and Geoscientists of British Columbia since 1993.

David Whittle

Mr. Whittle is a Chartered Professional Accountant, with 30 years of senior executive experience in the mining industry, where he has been responsible for strategic planning initiatives, operations and all aspects of corporate and financial management and administration. He was formerly the Chief Financial Officer at Alexco Resource

Corp., where the team developed and operated a high-grade silver mine in the Keno Hill Silver District in the Yukon. More recently, Mr. Whittle served as an independent director of Treasury Metals Inc. from 2020 to 2023, serving variously as Audit Committee member, Compensation Committee Chair and Board Chair, as well as of Alio Gold Inc. from 2019, serving as Audit Committee Chair, until its acquisition by Argonaut Gold Inc. in 2020, and served as a director and Audit Committee Chair of Karus Gold Corp. from 2021 to 2024. He also served as a director of Mountain Province Diamonds Inc. until 2020, including acting as Audit Committee Chair and Lead Outside Director for much of his tenure. Mr. Whittle additionally served as Interim CEO of Mountain Province, leading the company through a chief executive transition and the US$330 million refinancing of its senior debt facility, then resuming his role as an independent director. He is currently a director of Viva Gold Corp. and Nickel 28 Capital Corp., serving variously as Audit Committee Chair and Compensation Committee member on both. Mr. Whittle holds a BComm (Finance) degree from the University of British Columbia.

Management recommends the election of each of the nominees listed above as a director of the Company.

Penalties, Sanctions and Cease Trade Orders

Except as set out below, no proposed director is, as at the date of this information circular, or has been, within ten (10) years before the date of this information circular, a director, chief executive officer or chief financial officer of any company (including the Company, in respect of which the information circular is being prepared) that:

a. was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
b. was subject to 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; or
c. 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; or
d. has, within the ten (10) years before the date of this information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order ("MCTO") against Chakana Copper Corp., a company of which Kevin Ma was acting as Chief Financial Officer, on October 1, 2019 in connection with the late filing of the company's annual financial statements, management's discussion and analysis and officers' certifications for the year ended May 31, 2019. The MCTO was revoked on November 19, 2019 in connection with the completion of the annual filings.

On June 16, 2020, the British Columbia Securities Commission, as principal regulator, issued a MCTO against Axcap Ventures Inc., formerly called Netcoins Holdings Inc., ("Axcap") in connection with the late filing of Axcap's annual financial statements, management's discussion and analysis and officers' certifications for the year ended December 31, 2019. The MCTO was revoked on July 16, 2020 in connection with the completion of the annual filings. Mr. Kevin Ma was the Chief Financial Officer at the time of the issuance of the MCTO.

On March 31, 2022, the British Columbia Securities Commission, as principal regulator, issued a MCTO against Green Block Mining Corp. ("Green Block"), a company of which Kevin Ma was a director, in connection with the late filing of Green Block's annual financial statements, management's discussion and analysis and officers' certifications for the year ended November 30, 2021. On July 7, 2022, the British Columbia Securities Commission issued a cease trade order ("CTO") against Green Block for failing to file its interim financial statements, management's discussion and analysis and officers' certifications for the interim period ended February 28, 2022. The CTO is still in effect as of the date of this Information Circular.

APPOINTMENT OF AUDITOR

Manning Elliott LLP, Chartered Professional Accountants, (“Manning Elliott”) of 1700 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, will be nominated at the Meeting for re-appointment as auditor of the Company to hold office until the next annual general meeting of Shareholders, at a remuneration to be fixed by the directors.

At the Meeting, Shareholders shall be called upon to appoint Manning Elliott as auditor of the Company, to hold office until the next annual general meeting of Shareholders, and to authorize the directors to fix their remuneration.

The Board unanimously recommends that the Shareholders vote for the appointment of Manning Elliott as auditor of the Company, to hold office until the next Annual General Meeting of Shareholders, and to authorize the directors to fix their remuneration.

AUDIT COMMITTEE DISCLOSURE

The provisions of National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The Audit Committee’s Charter

The audit committee has a charter, a copy of which is attached as Schedule “A” to the Company’s Information Circular dated March 8, 2021 and filed on SEDAR+ on March 10, 2021.

Composition of Audit Committee

The following persons are members of the audit committee:

Cam Grundstrom	Independent	Financially Literate
David Whittle	Independent	Financially Literate
Kevin Ma	Not Independent	Financially Literate

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

An audit committee member is financially literate if he has the ability to read and understand a set of financial statements that present a breadth 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.

Relevant Education and Experience

Each member of the Company’s audit committee has adequate education and experience relevant to their performance as an audit committee member and, in particular, the requisite education and experience that provides the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

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

See Biographies of Director Nominees above, in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member's education and experience.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Manning Elliott LLP, Chartered Professional Accountants.

Reliance on Certain Exemptions

The Company's auditors, Manning Elliott LLP, Chartered Professional Accountants have not provided any material non-audit services.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audit services provided by Manning Elliott to the Company to ensure auditor independence. Payments to Manning Elliott, for audit and non-audit services in the years ended August 31, 2025 and 2024, respectively, are outlined in the following table:

Year Ended August 31	Audit Fees^{(1)}	Audit Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
2025	$76,000	Nil	Nil	Nil
2024	$45,000	Nil	Nil	Nil

Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) "All Other Fees" include all other non-audit services.

Exemption

The Company is a "venture issuer" as defined in NI 52-110 and relies on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose their corporate governance practices and National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) provides guidance on corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the company’s shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the Board’s opinion, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management of the Company through frequent meetings of the Board at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

Management is delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems. The Board reviews executive compensation and recommends stock option grants.

The independent members of the Board are David Whittle, Cam Grundstrom, Dickson Lam and Michael Nesbitt. Kevin Ma and Terry Tucker are not independent as they are officers of the Company.

Directorships

Certain members of the Board are currently serving on boards of directors of other reporting companies (or equivalent) as set out below:

Name of Director	Name of Reporting Issuer	Exchange
Kevin Ma	Dominus Acquisitions Corp.
infiniti ai inc.
Green Block Mining Corp.
Rockshield Acquisition Corp.	TSXV
CSE
CSE^{1}
N/A
Terry Tucker	Southstone Minerals Limited	TSXV
David Whittle	Nickel 28 Capital Corp.
Viva Gold Corp.	TSXV
TSXV

Notes:
(1) Green Block Mining Corp. delisted from the CSE but remain as a reporting issuer.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

(a) a Board manual which provides information respecting the functioning of the Board, committees and copies of the Company’s corporate governance policies;

(b) access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;

(d) information regarding a summary of significant corporate and securities responsibilities.

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

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

The Board requires that directors and executive officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Nomination of Directors

The Company does not have a formal process or committee for proposing new nominees for election to the Board. The nominees proposed are generally the result of recruitment efforts by the members of the Board, including both formal and informal discussions among the members of the Board.

Compensation

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs,

directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria.

Other Board Committees

The Advisory Committee is responsible for technical geological advisory, capital markets and corporate finance support.

The Board has no other committees other than the Audit Committee and Advisory Committee.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following compensation information is provided as required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers as such term is defined in NI 51-102 – Continuous Disclosure Obligations.

For the purposes of this Statement of Executive Compensation:

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

“NEO” or “named executive officer” means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer(s) other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

During the financial year ended August 31, 2025, based on the definition above, the NEOs of the Company were Terry Tucker (President, CEO and Director), Kevin Ma (Executive V.P., Capital Markets, Interim CFO and Corporate Secretary and Director). The Board members who were not NEOs during the financial year ended August 31, 2025 were Cam Grundstrom, Dickson Lam, Michael Nesbitt, and David Whittle.

Director and Named Executive Officer Compensation

The following compensation table, excluding options, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the financial years ended August 31, 2025 and August 31, 2024. Options are disclosed under the heading “Stock Options and Other Compensation Securities” below.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Terry Tucker(1)President, CEO and Director	2025	240,000	Nil	Nil	Nil	Nil	240,000
	2024	240,000	Nil	Nil	Nil	Nil	240,000
Kevin Ma(2)Executive V.P., Capital Markets, Interim CFO, Interim Corporate Secretary and Director	2025	210,000	Nil	Nil	Nil	Nil	210,000
	2024	210,000	Nil	Nil	Nil	Nil	210,000
Fred Tejeda(3)Former Executive V.P., Exploration and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Cam Grundstrom(4)Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Dickson Lam(5)Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Michael Nesbitt(6)Director	2025	168,000	Nil	Nil	Nil	Nil	168,000
	2024	144,000	Nil	Nil	Nil	Nil	144,000
David Whittle(7)Director	2025	20,000	Nil	Nil	Nil	Nil	20,000
	2024	10,000	Nil	Nil	Nil	Nil	10,000

Notes:
(1) Mr. Tucker was appointed President and CEO of the Company on April 13, 2022 and as a director on August 21, 2024.
(2) Mr. Ma was CEO of the Company from March 6, 2019 to February 23, 2021; President from February 23, 2021 to April 13, 2022; a director since February 23, 2021; and was appointed as Executive Vice-President, Capital Markets on April 13, 2022 and interim CFO and Corporate Secretary on February 16, 2023.
(3) Mr. Tejada was CEO from February 23, 2021 to April 13, 2022; a director from February 23, 2021 to August 21, 2024; and Executive Vice-President, Exploration from April 13, 2022 to August 21, 2024.
(4) Mr. Grundstrom was appointed as a director of the Company on February 23, 2021.
(5) Mr. Lam was appointed as a director of the Company on August 21, 2024.
(6) Mr. Nesbitt was appointed as a director on February 23, 2021.
(7) Mr. Whittle was appointed as a director of the Company on February 23, 2021. Mr. Whittle was paid a $20,000 and $10,000 retainer for acting as Chair of the Board and Audit Committee Chair for services rendered during the financial years ended 2025 and 2024.

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries during the year ended August 31, 2025 and that were outstanding as of August 31, 2025:

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Terry Tucker	Options	70,000	Oct 14, 2022	$0.05	$0.055	$0.10	Oct 14, 2027
President, CEO and Director	Options	150,000	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
	DSUs	250,000	Jan 16, 2023	N/A	$0.135		N/A
	DSUs	225,000	Mar 18, 2024	N/A	$0.02		N/A
	DSUs	325,000	Dec 16, 2024	N/A	$0.04		N/A
Kevin Ma	Options	50,000	Feb 28, 2020	$0.10	N/A	$0.10	Feb 28, 2030
Executive	Options	125,000	Feb 24, 2021	$0.20	N/A		Feb 24, 2031
V.P., Capital	Options	63,000	Oct 14, 2022	$0.05	$0.055		Oct 14, 2027
Markets,	Options	108,750	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
Interim CFO	DSUs	250,000	Jan 16, 2023	N/A	$0.135		N/A
& Corporate	DSUs	225,000	Mar 18, 2024	N/A	$0.02		N/A
Secretary & Director	DSUs	292,500	Dec 16, 2024	N/A	$0.04		N/A
Fred Tejeda	Options	125,000	Feb 24, 2021	$0.20	N/A	$0.10	Feb 24, 2031
Former Executive	Options	35,000	Oct 14, 2022	$0.05	$0.055		Oct 14, 2027
V.P., Exploration and Director	Options	38,750	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
	DSUs	125,000	Jan 16, 2023	N/A	$0.135		N/A
	DSUs	16,250	Dec 16, 2024	N/A	$0.04		N/A
Dickson Lam Director	DSUs	30,274	Dec 16, 2024	N/A	$0.04	$0.10	N/A
Cam Grundstrom Director	Options	75,000	Feb 24, 2021	$0.20	N/A	$0.10	Feb 24, 2031
	Options	17,500	Oct 14, 2022	$0.05	$0.055		Oct 14, 2027
	Options	30,000	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
	DSUs	125,000	Jan 16, 2023	N/A	$0.135		N/A
	DSUs	125,000	Mar 18, 2024	N/A	$0.02		N/A
	DSUs	130,000	Dec 16,2024	N/A	$0.04		N/A
Michael Nesbitt Director	Options	125,000	Feb 24, 2021	$0.20	N/A	$0.10	Feb 24, 2031
	Options	35,000	Oct 14, 2022	$0.05	$0.055		Oct 14, 2027
	Options	43,750	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
	DSUs	187,500	Jan 16, 2023	N/A	$0.135		N/A
	DSUs	162,500	Mar 18, 2024	N/A	$0.02		N/A
	DSUs	325,000	Dec 16, 2024	N/A	$0.04		N/A
David Whittle Director	Options	75,000	Feb 24, 2021	$0.20	N/A	$0.10	Feb 24, 2031
	Options	50,000	Mar 1, 2021	$0.20	$0.20		Mar 1, 2031
	Options	17,500	Oct 14, 2022	$0.05	$0.055		Oct 14, 2027
	Options	30,000	Jan 11, 2023	$0.10	$0.135		Jan 11, 2028
	DSUs	125,000	Jan 16, 2023	N/A	$0.135		N/A
	DSUs	125,000	Mar 18, 2024	N/A	$0.02		N/A
	DSUs	292,500	Dec 16, 2024	N/A	$0.04		N/A

Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by NEOs and directors of the Company who were not NEOs during financial year ended August 31, 2025.

Stock Options and Other Incentive Plans

10% Rolling Stock Option Plan (Option-Based Awards)

The Company has a Share Option Plan dated for reference January 16, 2023 (the "Option Plan"), which was last approved by Shareholders at the Company's annual general meeting held on April 4, 2025. The Option Plan is a "rolling" share option plan, whereby the aggregate number of Shares reserved for issuance, together with any

other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Option Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase shares of the Company.

Material Terms of Option Plan

The material terms of the Option Plan are set forth below. Capitalized terms used but not otherwise defined below shall have the meanings ascribed to such terms in the Option Plan.

Service Provider – Service Providers are eligible for awards of Options under the Option Plan. “Service Provider” means a person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers.
Maximum Shares – The maximum aggregate number of Common Shares that may be reserved for issuance under the Option Plan at any point in time is equal to 10% of the Outstanding Shares at the time the Common Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under any other Share Compensation Arrangements unless this Option Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).
Limitations on Issue – The following restrictions on issuances of Options are applicable under the Option Plan, together with all other Share Compensation Arrangements:

(a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained “Disinterested Shareholder Approval” (as defined in the Option Plan to mean approval evidenced by a majority of the votes cast by all the Shareholders at a duly constituted Shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Company who are Service Providers or their Associates);

(b) the aggregate number of Options, together with any other Share Compensation Arrangement, granted to all Investor Relations Service Providers in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or NEX, as the case may be);

(c) the aggregate number of Options granted, together with any other Share Compensation Arrangements, granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or the NEX, as the case may be);

(d) for so long as such limitation is required by the TSXV, the maximum number of Options which may be granted within any twelve (12) months period to Service Providers who perform investor relations activities must not exceed 2% of the issued and outstanding Common Shares, and such Options must vest in stages over twelve (12) months with no more than 25% vesting in any three month period. In addition, the maximum number of Common Shares that may be granted to any one Consultant under this Plan, together with any other Share Compensation Arrangements, within a twelve (12) month period, may not exceed 2% of the issued Common Shares calculated on the date of grant.

Investor Relations Service Providers cannot receive any security based compensation other than Options.

Maximum Percentage to Insiders – Subject to Disinterested Shareholder Approval, the aggregate number of Common Shares reserved for issuance to Insiders of the Company under the Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.

Maximum Percentage to Insiders within any 12-month period - Subject to Disinterested Shareholder Approval, the number of Common Shares issued to Insiders of the Company within any 12-month period under the Option Plan, together with any other Share Compensation Arrangements, cannot exceed 10% of the Outstanding Shares.
Exercise Price - The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Option Plan, and cannot be less than the Discounted Market Price (as defined in TSX Venture Exchange Policy 1.1).
Vesting of Options - Vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Option Plan, in the absence of a vesting schedule being specified at the time of grant, Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or
(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers - Options granted to Investor Relations Service Providers will vest such that:

(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;
(b) no more than 25% of Options vest no sooner than six months after the Options were granted;
(c) no more than 25% of Options vest no sooner than nine months after the Options were granted; and
(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Term of Option - The term of an Option will be set by the Board at the time such Option is allocated under the Option Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.
Optionee Ceasing to be a Director, Employee or Service Provider - Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him/her at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
(b) an Option granted to any Service Provider (excluding Service Providers conducting Investor Relations Activities) will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested on the date the Optionee ceased to be so employed by or to provide services to the Company;
(c) an Option granted to any Investor Relations Service Provider will expire 30 days after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and

(d) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non-Assignability of Options – Except in the case of death of an Optionee, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.
Amendment of the Option Plan by the Board of Directors - Subject to the requirements of the TSXV Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion amend, or modify the Option Plan or any Option granted as follows:

(a) it may make amendments which are of a typographical, grammatical or clerical nature only;
(b) amendments of a housekeeping nature;
(c) it may change the vesting provisions of an Option granted pursuant to the Option Plan, subject to prior written approval of the TSXV, if applicable;
(d) it may change the termination provision of an Option granted pursuant to the Option Plan which does not entail an extension beyond the original Expiry Date of such Option or 12 months from termination;
(e) it may make amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSXV;
(f) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSXV, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and
(g) it may make such amendments as reduce, and do not increase, the benefits of the Option Plan to Service Providers.

Amendments Requiring Disinterested Shareholder Approval - The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Option Plan, together with all of the Company’s other previous Share Compensation Arrangements, could result at any time in:

(i) the aggregate number of Common Shares reserved for issuance to Insiders exceeding 10% of the Outstanding Shares;
(ii) the aggregate number of Common Shares reserved for issuance to Insiders within a 12-month period exceeding 10% of the Outstanding Shares; or
(iii) the aggregate number of Common Shares reserved for issuance to any one Optionee within a 12-month period exceeding 5% of the Outstanding Shares; or

(b) any reduction in the Exercise Price of an Option, or extension to the Expiry Date of an Option held by an Insider at the time of the proposed amendment, is subject to Disinterested Shareholder Approval in accordance with the policies of the TSXV.

Take Over Bid - If a Take Over Bid is made to the Shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding other applicable vesting requirements or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSXV (or the NEX, as the case may be) for vesting requirements imposed by the TSXV Policies.
Acceleration of Vesting on Change of Control – In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of

one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

Black-out Period - The Option Plan also contains provision for a “Black-out Period”. Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall, subject to approval of the TSXV (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth (10th) Business Day to be considered the Expiry Date for such Option for all purposes under the Option Plan. The tenth (10th) Business Day period referred to herein may not be extended by the Board. “Black-out Period” is defined in the Option Plan to mean an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject).
Cashless Exercise – The Option Plan also contains a “cashless exercise” or “net exercise” basis. “Cashless exercise” is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. “Net exercise” is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. The current market price must be the 5-day volume weighted average trading price prior to option exercise. “Net exercise” may not be utilized by persons performing investor relations services.

The foregoing information is intended to be a brief description of the Option Plan and is qualified in its entirety by the full text of the Option Plan which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.

Long-Term Incentive Plan (Share-Based Awards)

The Company has a Long-Term Incentive Plan dated for reference October 14, 2022, as amended on January 24, 2025 (the “LTIP”), which was approved by Shareholders at the Company’s annual general meeting held on April 4, 2025. On March 27, 2026 the Board approved an amendment to the LTIP (the “LTIP Amendment”) to increase the number of Common Shares that the Company may issue under the LTIP for payments in respect of Awards (as defined herein) from 4,806,121 Common Shares to 11,777,463 Common Shares (being 10% of the 117,774,639 Common Shares outstanding as at March 27, 2026). The Company will be seeking Shareholder approval of the LTIP Amendment at the Meeting.

The purpose of the LTIP is to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of eligible participants in the LTIP (“Participants”) with that of other Shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.

Summary of Material Terms of LTIP

The LTIP is administered by the Board and provides that the Board may, from time to time, in its discretion, and in accordance with TSXV requirements or any other stock exchange on which the Common Shares are listed (the “Exchange”), grant to eligible Participants, non-transferable awards (the “Awards”). Such Awards include restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”).

Under the LTIP, the maximum number of Common Shares issuable at any time pursuant to outstanding Awards will be up to a maximum of 11,777,463 Common Shares of the Company.

No Award that can be settled in Common Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Common Shares subject to such Award to exceed the above noted total number of Common Shares reserved for issuance pursuant to the settlement of Awards.

The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless the Company obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of Common Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the Exchange) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.

Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any insider.

The LTIP provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the LTIP in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction.

In the event of an actual or potential Change of Control (as is defined in the LTIP) of the Company, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.

Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or under any securities law of any state of the United States of America and are considered "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Common Shares will be affixed with an applicable restrictive legend as set forth in the Award Agreement. Provisions of the LTIP relating to U.S. Taxpayers can be found in Article 17 of the LTIP, which is attached as Schedule "B" to this Information Circular

RSUs

Subject to the terms and conditions of the LTIP, the Board may grant RSUs to Participants in such amounts and upon such terms (including time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.

No RSU may vest before one year following the date it is granted or issued. The vesting of RSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, reverse take-over or other similar transaction.

Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of the Exchange, provided that, and subject to the Board's discretion: (i) upon a Participant's

termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the termination date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the termination date shall automatically and immediately vest and be paid out; (iii) in the case of the disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the LTIP for a period of 12 months after the termination date, provided that any RSUs that have not been vested within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the termination date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the termination date; and (v) in all other cases where a Participant ceases to be eligible under the LTIP, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the termination date, and all vested RSUs will be paid out in accordance with the LTIP.

When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Company in settlement of such RSU: (i) in a number of Common Shares (issued from treasury) equal to the number of RSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board's determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the RSUs.

Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

DSUs

Subject to the terms and conditions of the LTIP, the Board may grant DSUs to Participants in such amounts and upon such terms (including the requirement that Participants pay a stipulated purchase price for each DSU, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of the Exchange, or holding or sale restrictions placed on the Common Shares by the Company upon vesting of such DSUs) as the Board shall determine.

When and if DSUs become payable, the Participant issued such DSUs shall be entitled to receive payment from the Company in settlement of such DSU: (i) in a number of Common Shares (issued from treasury) equal to the number of DSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board's determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the DSUs. Participants holding DSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

The extent to which a Participant shall have the right to retain DSUs following termination of the Participant's employment or other relationship with the Company, shall be set out in each DSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all DSUs issued pursuant to the LTIP, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No DSU may vest before one year following the date it is granted or issued. The vesting of DSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the LTIP, no DSU granted to that Participant shall remain outstanding for a period of more than 12 months following the termination date, provided that any DSUs that have not been settled within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date.

Performance Awards

Subject to the terms and conditions of the LTIP, the Board may grant PSUs to Participants in such amounts and upon such terms (including the performance criteria applicable to such PSUs) as the Board shall determine. Each

PSU shall have an initial value equal to the fair market value of a Common Share on the date of grant. After the applicable performance period has ended, the holder of a PSU shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved.

Subject to the terms of the LTIP, the Board, in its sole discretion, may pay earned PSUs in the form of a number of Common Shares issued from treasury equal to the number of earned PSUs at the end of the applicable performance period. Any Common Shares may be granted subject to any restrictions deemed appropriate by the Board.

Participants holding PSUs may, if the Board so determines, be credited with dividends paid with respect to the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

The extent to which a Participant shall have the right to retain PSUs following termination of the Participant's employment or other relationship with the Company, shall be set out in each PSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all PSUs issued pursuant to the LTIP, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No PSU may vest before one year following the date it is granted or issued. The vesting of PSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the LTIP in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the LTIP, no PSU granted to that Participant shall remain outstanding for a period of more than 12 months following the termination date, provided that any PSUs that have not been settled within 12 months after the termination date shall automatically and immediately expire and be forfeited on such date.

The foregoing summary is not complete and is qualified in its entirety by reference to the LTIP, which is available on the Company's SEDAR+ profile at www.sedarplus.ca.

Employment, Consulting and Management Agreements

Under the terms of the Consulting and Management Agreements, the monthly compensation are as follows:

Name of Consulting and Management Agreement	Services Performed	Monthly Compensation
Trans Rocky Consulting – Terry Tucker (“Tucker Agreement”)	President and CEO Services	C$20,000
Dreketi Resources Ltd. (“Dreketi Agreement”) – Michael Nesbitt	Management Services	C$14,000
KGSK Capital Management Corp. (“KGSK Agreement”) – Kevin Ma	Management Services	C$17,500

Termination and Change of Control Benefits

In accordance with the terms of the Tucker Agreement, Dreketi Agreement, and KGSK Agreement, the Company may terminate each executive at any time without further obligation by providing 30 days' written notice, except in the case of a change of control. Mr. Tucker, Mr. Nesbitt and Mr. Ma are entitled to receive a payment equivalent to six months' salary and bonus in the event the agreement is terminated without cause.

In addition, Mr. Tucker, Mr. Nesbitt and Mr. Ma are entitled to payments equivalent to their respective 12-month salary in the event of a change of control event. Change of control means:

(i) any change in the holding of the Common Shares of the Company as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group within the meaning of the BCA becomes the owner, legal or beneficial, directly or indirectly, of forty (40%) per cent or more of the shares in the capital of the Company or exercises control or direction over forty (40%) per cent or more of the Common Shares of the Company; or

(ii) a sale, lease or other disposition of all or substantially all of the property or assets of the Company; or

(iii) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), not approved by the Board, other than solely involving the Company and one or more of its affiliates, with respect to which substantially all of the persons who were the beneficial owners of the shares in the capital of the Company immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than forty (40%) per cent of the aggregate voting power of all outstanding equity shares of the Company; or

(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 shareholder's 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; with one exception being that the Change of Control as per clauses (i), (ii), (iii) and (iv) above, has been the result of a proposal put forward and ratified by the Board, and the Consultant is offered the same or higher remuneration, benefits, bonuses as per this contract, and the Consultant's duties and location are based from Vancouver, British Columbia, Canada and continue to be reflective of his status and qualifications prior to the Change of Control, notwithstanding that there may be a change of job title as a result of the Change of Control.

Upon any of the termination or change of control payments noted above, there are no associated conditions for the terminated officers such as non-compete clauses. The directors and officers must continue to adhere to their confidentiality requirements under the Company's existing policies.

The following table discloses the estimated amounts payable to those NEOs under a termination or change of control. Amounts disclosed in the table below assume that the NEOs termination of employment and/or change of control occurred on August 31, 2025:

NEO	Payment due upon Termination without cause ($)(1)	Payment due upon Change of Control ($)(1)
Terry Tucker	C$120,000	C$240,000
Michael Nesbitt	C$84,000	C$168,000
Kevin Ma	C$105,000	C$210,000

Notes:
(1) Not including any salaries owed upon termination.

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

The responsibilities relating to executive and director compensation, including reviewing and recommending compensation of the Company's officers and employees and overseeing the Company's base compensation structure and equity-based compensation program is performed by the Board as a whole. The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company's senior management. The Board generally reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity and the performance of officers

generally and in light of the Company’s goals and objectives. No specific “peer group” is used to determine the compensation.

The Company is a small mineral exploration company with limited resources. The compensation for senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including: (a) attracting and retaining talented, qualified and effective executives; (b) motivating the short and long-term performance of executives; and (c) better aligning the interests of executive officers with those of the Company’s shareholders. In the Board’s view, paying salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies is compiled from a variety of sources, including national and international publications.

The Board determines the compensation for the CEO and compensation of the Company’s executives is also determined by the Board. In each case, the Board takes into consideration the prior experience of the executive, industry standards, competitive salary information on comparable companies of similar size and stage of development, the degree of responsibility and participation of the executive in the day-to-day affairs of the Company, and the Company’s available cash resources.

In the Board’s view, to attract and retain qualified and effective executives, the Company must pay base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates.

The Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors has purchased such financial instruments.

Executive Compensation

There are no arrangements under which NEOs were compensated by the Company during the two most recently completed financial years for their services in their capacity as NEOs, directors or consultants.

Director Compensation

During the two most recently completed financial years, the directors received no cash compensation for acting in their capacity as directors of the Company.

Except for the potential grant to directors of stock options, there were no arrangements under which directors were compensated by the Company during the two most recently completed financial years for their services in their capacity as directors.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information on the Company’s equity compensation plans under which Common Shares were authorized for issuance as at the financial year ended August 31, 2025.

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding compensation securities	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders – Option Plan and LTIP	2,892,500 (Options)	$0.14	4,868,603 (Options)
	2,500,000 (DSUs)	N/A	2,750,000 (DSUs/RSUs)
	250,000 (RSUs)	N/A
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	2,892,500 (Options)	$0.14	4,868,603 (Options)
	2,750,000 (DSUs/RSUs)	N/A	2,750,000 (DSUs/RSUs)

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as at the Company’s most recently completed financial year ended August 31, 2025 or as at the date thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the financial year ended August 31, 2025, or has any interest in any material transaction during fiscal 2025 other than as disclosed in Note 16 – Related Party Transactions in the annual financial statements for the financial year ended August 31, 2025.

MANAGEMENT CONTRACTS

Other than as described below, there are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

Pursuant to a consulting agreement with Trans Rocky Consulting (“Trans Rocky”) dated April 13 2022 and amended September 16, 2022 and November 28, 2024, the Company has engaged Terry Tucker through Trans Rocky, to provide various services in connection with performing the function as President and Chief Executive Officer to the Company.

Pursuant to a consulting agreement with Dreketi Resource Ltd. (“Dreketi”) dated January 1, 2023 and amended November 28, 2024, the Company has engaged Michael Nesbitt through Passant to provide various services in connection with performing the function as a Senior In-Country Manager and Director to the Company.

Pursuant to a consulting agreement with KGSK Capital Management Corp. (“KGSK”) dated March 1, 2021, and amended on January 1, 2023 and November 28, 2024, the Company has engaged Kevin Ma through KGSK to provide various services in connection with performing the function as an Executive Officer to the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Continuation of Share Option Plan

The Option Plan is described above in this information circular under “Statement of Executive Compensation – Stock Options and Other Compensation Securities”. The policies of the TSXV require that “rolling” security-based compensation plans receive yearly shareholder approval at a company’s annual general meeting. At the Meeting, Shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution to approve the continuation of the Option Plan until the next annual general meeting of the Company.

An “ordinary resolution” is a resolution passed by the Shareholders of the Company at a general meeting by a simple majority of votes cast in person or by proxy.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to approve the Option Plan for continuation until the next annual general meeting of the Company, as follows:

“RESOLVED as an ordinary resolution, that the Company’s Option Plan, dated for reference January 16, 2023, be ratified and approved for continuation until the next annual general meeting of the Company.”

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. A copy of the Option Plan will be available for inspection at the Meeting.

B. Amendment to Long-Term Incentive Plan

The Long-Term Incentive Plan described above in this Information Circular under “Statement of Executive Compensation – Stock Options and Other Compensation Securities”. At the Meeting, Shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution to approve the LTIP Amendment.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to approve the LTIP Amendment, as follows:

“RESOLVED as an ordinary resolution, that the Company’s Long-Term Incentive Plan dated for reference October 14, 2022, as amended January 24, 2025 and March 27, 2026, be ratified and approved.”

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. A copy of the Long-Term Incentive Plan will be available for inspection at the Meeting.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited financial statements for the year ended August 31, 2025, and the related management’s discussion and analysis (the “Financial Statements”). The Financial Statements will be placed before the Meeting.

Additional information relating to the Company and a copy of the Financial Statements may be obtained under the Company’s SEDAR+ at www.sedarplus.ca or upon request from the Company at Suite 1507, 1030 West Georgia St., Vancouver, British Columbia, V6E 2Y3, Telephone No.: 604-363-0411. The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

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

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

DATED at Vancouver, British Columbia, as of this 2nd day of April, 2026.

BY ORDER OF THE BOARD

“Terry Tucker”

Terry Tucker
President, CEO and Director

AI assistant

Kalo Gold Corp. — Proxy Solicitation & Information Statement 2026

47814_rns_2026-04-02_69d016e4-89f3-48b5-b66e-4d43ff78a703.pdf

Registered Shareholders

Beneficial Shareholders

Notice to Shareholders in the United States

Revocation of Proxies

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Management Director Nominees

Biographies of Director Nominees

Cam Grundstrom

Dickson Lam

Kevin Ma

Michael Nesbitt

Terry Tucker

David Whittle

Management recommends the election of each of the nominees listed above as a director of the Company.

Penalties, Sanctions and Cease Trade Orders

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE DISCLOSURE

The Audit Committee’s Charter

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by NEOs and Directors

Stock Options and Other Incentive Plans

10% Rolling Stock Option Plan (Option-Based Awards)

Material Terms of Option Plan

Long-Term Incentive Plan (Share-Based Awards)

Summary of Material Terms of LTIP

RSUs

DSUs

Performance Awards

Employment, Consulting and Management Agreements

Termination and Change of Control Benefits

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

Executive Compensation

Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Continuation of Share Option Plan

Shareholder Approval

B. Amendment to Long-Term Incentive Plan

Shareholder Approval

ADDITIONAL INFORMATION

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Kalo Gold Corp. Proxy Solicitation & Information Statement 2026