Kutcho Copper Corp. — Proxy Solicitation & Information Statement 2025

Sep 16, 2025

KUTCHO COPPER CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the annual general and meeting (the "Meeting") of the shareholders of Kutcho Copper Corp. (the "Company") will be held at 1030 West Georgia Street, Suite 918, Vancouver, British Columbia on Wednesday, October 22, 2025 at 10:00 a.m. (Pacific time), for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the fiscal years ended April 30, 2025 and April 30, 2024;
2. To fix the number of directors for the ensuing year at four (4);
3. To elect the directors for the ensuing year;
4. To appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
5. To ratify and approve by ordinary resolution, the Company's Stock Option Plan, as more particularly described in the accompanying information circular (the "Information Circular"); and
6. To transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.

The Meeting will be held in Person.

Upon request, the Company will make available a telephone conference line

To receive the dial-in information, please email Michelle Teshima at admin@sentinelcorp.ca no less than 48 hours prior to the Meeting Date.

Please note that Shareholders who dial in to the Meeting will not be able to vote at the Meeting. Shareholders who dial in must vote in advance in accordance with the instructions set out in this Information Circular.

The Company strongly recommends that Shareholders vote by Proxy or voting instruction form ("VIF") in advance to ease the voting tabulation at the Meeting by Computershare Investor Services Inc. ("Computershare").

Only Shareholders of record at the close of business on September 5, 2025 (the "Record Date") are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote at such meeting.

The Company has opted to use the notice-and-access rules developed by Canadian Securities Administrators to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the Information Circular with the form of proxy or voting instruction form, Shareholders receive a notice-and-access notification with instructions for accessing the notice of meeting, the Information Circular and the instrument of proxy (collectively the "Meeting Materials") online. The Meeting Materials are available via the internet at https://kutcho.ca/agm/ or on the Company's SEDAR+ profile at www.sedarplus.ca.

Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy at the Meeting. Electronic delivery reduces paper consumption, which is consistent with the Company's environmental commitments, and also reduces the Company's printing and mailing costs.

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Shareholders with questions about the Notice and Access system, or who would like to request printed copies of the Meeting Materials, should contact the Company's corporate administrator by telephone at (604) 288-8001 or email at admin@sentinelcorp.ca. A request for printed copies which are required in advance of the Meeting should be made no later than 4:00 p.m. on Monday, September 29, 2025 in order to allow sufficient time for mailing.

There are several convenient ways to vote your shares: 1) By mail or by hand to: Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1; or 2) By fax to: 416-263-9524 or 1-866-249-7775; or 3) By internet at: www.investorvote.com using the control number listed on the Proxy; or 4) By telephone at: 1-866-732-8683 (toll free).

To be voted, proxies must be received by Computershare at any time prior to 10:00 a.m. PT on October 20, 2025, or 48 hours prior to the time of any adjournments of the Meeting (excluding Saturdays, Sundays and holidays).

DATED at Vancouver, British Columbia, this 5th day of September, 2025.

BY ORDER OF THE BOARD
KUTCHO COPPER CORP.

"Vince Sorace"
Vince Sorace
Chief Executive Officer, President and Director

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kutcho

COPPER CORP

NOTICE AND ACCESS NOTIFICATION

ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN to the shareholders of Kutcho Copper Corp. (the "Company") under the notice-and-access provisions for the delivery of meeting materials in respect of its annual general meeting of shareholders to be held on Wednesday, October 22, 2025 (the "Meeting"). Under notice-and-access, instead of receiving printed copies of the Company's information circular (the "Information Circular") and, if requested, the audited consolidated financial statements for the year ended April 30, 2025 and management's discussion and analysis thereon, the Company is providing shareholders this notice with information on how they may access the Meeting materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery will help reduce paper use, printing and mailing costs.

MEETING DATE, TIME AND LOCATION

WHEN: Wednesday, October 22, 2025 at 10:00 a.m. (Pacific time)

WHERE: Suite 918 – 1030 West Georgia Street, Vancouver, BC

MATTERS TO BE CONSIDERED AND/OR VOTED UPON AT THE MEETING

Financial Statements: Although no vote is required, shareholders will receive and consider the Company's audited consolidated financial statements for the years ended April 30, 2025 and April 30, 2024, together with the report of the auditors thereon.

Number of Directors: Shareholders will be asked to fix the number of directors to be elected at the Meeting at four (4).

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the "Particulars of Matters to be Acted on – Number and Election of Directors" section of the Information Circular.

Appointment of Auditors: Shareholders will be asked to appoint Dale Matheson Carr-Hilton Labonte LLP Chartered Professional Accountants as the Company's auditor for the ensuing year and authorize the directors to fix their remuneration. Information respecting the appointment of Dale Matheson Carr-Hilton Labonte LLP Chartered Professional Accountants may be found in the "Particulars of Matters to be Acted on - Appointment of Auditors" section of the Information Circular.

Stock Option Plan: Shareholders will be asked to consider and approve the Company's existing stock option plan for the ensuing year. Information respecting the stock option plan approval may be found in the "Particulars of Matters to be Acted on - Approval of Stock Option Plan" section of the Information Circular.

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Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the Information Circular.

Shareholders are reminded to view the meeting materials, including the Information Circular, prior to completing the proxy or voting instruction form.

WEBSITES WHERE MEETING MATERIALS ARE POSTED:

Meeting materials can be viewed online under the Company's SEDAR profile at www.sedarplus.ca and also at https://kutcho.ca/agm/.

HOW TO OBTAIN COPIES OF THE MEETING MATERIALS

Shareholders may request that paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests for paper copies of the Meeting materials should be received by the Company no later than 4:00 p.m. (Pacific time) on Monday, September 29, 2025, being 14 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form, in order to receive the Meeting materials in advance of the proxy deposit date and Meeting date. Shareholders who wish to receive paper copies of the Meeting materials may request copies by calling the Company at (604) 288-8001 or by email at admin@sentinelcorp.ca.

VOTING

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE.

To vote your securities, you must vote via telephone or online as noted in Voting Instruction form / Proxy or by mailing the enclosed Voting Instruction Form / Proxy for receipt before October 20, 2025 at 10:00 am (Pacific Time) using the enclosed Business Reply Envelope, in order for your Voting Instruction Form / Proxy to be valid and acted upon at the Meeting.

Shareholders with questions about the notice-and-access provisions may contact the Company at telephone (604) 288-8001 or by email at admin@sentinelcorp.ca.