Kermode Resources Ltd. — Proxy Solicitation & Information Statement 2025

Mar 26, 2025

NOTICE AND ACCESS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General and Special Meeting (the “Meeting”) of the Shareholders of KERMODE RESOURCES LTD. (“Kermode” or the “Company”) will be held at 1:30 pm on April 28, 2025 at 6th Floor – 905 West Pender Street, Vancouver, BC V6C 1L6 for the following purposes:

1. Number of Directors: To set the number of Directors at four (4).
2. Election of Directors: To re-elect the four (4) directors for the ensuing year or until their successors have been duly elected or appointed (Stephen Wall; Amar Purewal; Ryan Hounjet; Peter Bell).
3. Appointment of Auditors: Bassi & Karimjee LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4. Security-based Compensation Plan: To approve the New Security Based Compensation Plan (defined herein) pursuant to the New Plan Resolution (defined herein).
5. Consolidation at Board Discretion: To approve one or more stock consolidations, at times and at consolidation ratios to be determined by the board of directors (the “Board”), subject to a maximum cumulative consolidation ratio of 50:1.
6. Corporate Jurisdiction Change: To authorize the Board to complete a continuation of the Company’s jurisdiction from the Province of British Columbia into the Province of Alberta.
7. Other Business: To transact other business as may be properly brought before the Meeting or adjournment thereof.

The Company website and SEDAR+ (https://www.sedarplus.ca/) contain the following documents: an Information Circular dated March 21, 2025, a form of proxy or voting instruction form, a reply card for use by shareholders who wish to receive the Company’s interim and/or annual financial statements; and the Plan.

Meeting Date & Time: Monday April 28, 2025 at 1:30 p.m. (Vancouver time)
Meeting Location: SEGEV LLP, 600 - King George, 905 W Pender St, Vancouver, BC

The matters to be considered at the Meeting are further described in the Company's management information circular ("Information Circular"). The Information Circular, the form of Proxy, the audited financial statements of the Company for its fiscal year ended October 31, 2024, the report of the auditor thereon and the corresponding management discussion and analysis (together the "Proxy Materials"), are available on the Company's SEDAR+ profile at www.sedarplus.ca. Any Shareholder who wishes to receive a paper copy of the Information Circular should contact SEGEV LLP, 600 - King George, 905 W Pender St, Vancouver, BC [Attention: Aadam Tejpar], calling toll free at telephone (+1 800-604-1312), or by email request to a.tejpar@segevllp.com. As required under Notice-and-Access Provisions, Proxy Materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the Information Circular can be requested at any time during this period.

DATED at Victoria, British Columbia, on March 21, 2025.

KERMODE RESOURCES

BY ORDER OF THE BOARD

"Peter Newton Bell"

Chief Executive Officer and President