LINEAR MINERALS CORP.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

FOR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

LINEAR MINERALS CORP.

TO BE HELD ON OCTOBER 22, 2025

No securitiesregulatory authority hasin any way passed upon the merits of the transaction described in thisinformation circular.

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS5
MANAGEMENT INFORMATION CIRCULAR 7
INFORMATION CONCERNING FORWARD–LOOKING STATEMENTS 7
NOTES TO UNITED STATES SHAREHOLDERS 8
GLOSSARY OF TERMS10
SUMMARY OF INFORMATION CIRCULAR13
The Meeting 13
The Arrangement13
Recommendation and Approval of the Board of Directors15
Conduct of Meeting and Shareholder Approval15
Court Approval15
Income Tax Considerations16
Right to Dissent16
Investment Considerations16
Failure to Complete Arrangement16
Information Concerning the Company After the Arrangement16
Information Concerning Spinco After the Arrangement17
Risk Factors17
GENERAL PROXY INFORMATION 17
Solicitation of Proxies17
Record Date17
Appointment of Proxyholders 17
Voting by Proxyholder18
Who Can Vote at the Meeting18
Registered Shareholders18
Beneficial Shareholders18
If you are a Beneficial Shareholder19
Revocation of Proxies 20
Notice to United States Shareholders20
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON21
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 21
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 21
VOTES NECESSARY TO PASS RESOLUTIONS 22
SETTING NUMBER OF DIRECTORS 22
ELECTION OF DIRECTORS 22
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES23
APPOINTMENT OF AUDITOR23
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR23
The Audit Committee's Charter 24
Composition of the Audit Committee 26
Relevant Education and Experience 26
Audit Committee Oversight 27
Pre-Approval Policies and Procedures27
External Auditor Service Fees27
Exemptions28
CORPORATE GOVERNANCE28
General 28
Board of Directors28
Orientation and Continuing Education29

Ethical Business Conduct30
Nomination of Directors30
Compensation30
Board Committees30
Assessments 30
STATEMENT OF EXECUTIVE COMPENSATION30
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS38
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 39
MANAGEMENT CONTRACTS39
PARTICULARS OF MATTERS TO BE ACTED UPON39
Approval of the Stock Option Plan39
THE ARRANGEMENT41
General 41
Approval by Special Resolution41
Reasons for the Arrangement 41
Property to be Transferred to Spinco42
Properties to Remain in Linear42
Fairness of the Arrangement 43
Conditions to the Arrangement 45
SHAREHOLDER APPROVAL45
COURT APPROVAL OF THE ARRANGEMENT 46
COMPLETION OF ARRANGEMENT46
Proposed Timetable for Arrangement 46 DRS Statements47
Relationship Between the Company and Spinco After the Arrangement47
Distribution and Resale of Spinco Shares under Canadian Securities Laws47
United States Securities Laws Considerations 47
Expenses of Arrangement50
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 50
Holders Resident in Canada 51
Dissenting Resident Holders53
Other Tax Considerations54
Holders Not Resident in Canada 54
RIGHTS OF DISSENT 54
Dissenters' Rights 54
INFORMATION CONCERNING THE COMPANY55
Name, Address and Incorporation55
Available Information 55
Comparative Market Prices of Linear Shares55
Prior Sales 55
Dividends or Capital Distributions56
Ownership of Linear Securities56
Business of the Company 56
Business of the Company Following the Arrangement56
Dividend Policy57
Directors and Officers57
Material Contracts57
INFORMATION CONCERNING SPINCO57 Name, Address and Incorporation57
Description of Business of Spinco 57
Directors and Officers57

Share Capital 58 Options to Purchase Shares58
Dividends 58
Prior Sales 58
Legal Proceedings58
Material Contracts58
Risk Factors58
Interest of Experts 60

INFORMATION CONCERNING SPINCO AFTER THE ARRANGEMENT 60
General 60
Directors and Officers60
Capital Structure60
Stock Exchange Listings60
Dividends 61
Post-Arrangement Shareholdings61
Auditors61
Transfer Agent and Registrar 61
RISK FACTORS 61
Risk Factors Relating to the Arrangement 61
Risk Factors Relating to Spinco 62
MANAGEMENT CONTRACTS66
TRANSFER AGENT AND REGISTRAR66
LEGAL PROCEEDINGS66
ADDITIONAL INFORMATION66
OTHER MATTERS 66
BOARD APPROVAL 66
APPENDIX A - ARRANGEMENT RESOLUTION
APPENDIX B - ARRANGEMENT AGREEMENT AND PLAN OF ARRANGEMENT
APPENDIX C - INTERIM ORDER
APPENDIX D - DISSENT PROCEDURES
APPENDIX E - NOTICE OF HEARING
APPENDIX F - AUDITED FINANCIAL STATEMENTS AND MANAGEMENT DISCUSSION
AND ANALYIS OF LINEAR MINERALS CORP. FOR THE YEARS ENDED
MARCH 31, 2024 AND MARCH 31, 2025
APPENDIX G - STUB AUDITED FINANCIAL STATEMENTS AND MANAGEMENT
DISCUSION AND ANALYSIS OF WESTLINEAR MINERALS CORP. FOR THE
PERIOD FROM INCORPORATION TO JUNE 30, 2025 APPENDIX H - AUDITED CARVE-OUT FINANCIAL STATEMENTS OF THE PONTAX WEST
LITHIUM PROPERTY FOR THE YEARS ENDED MARCH 31, 2024 AND
MARCH 31, 2025
APPENDIX I - PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF LINEAR
MINERALS CORP. FOR THE PERIOD ENDED MARCH 31, 2025

LINEAR MINERALS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of holders (the "Linear Shareholders") of common shares (the "Linear Shares") of Linear Minerals Corp. ("Linear" or the "Company") will be held at 780 - 789 West Pender Street, Vancouver, British Columbia at 10:00 a.m. (Pacific Time) on October 22, 2025 for the following purposes:

1. To receive the audited financial statements of the Company for the financial year ended March 31, 2025;
1. To fix the number of directors for the ensuing year at five (5);
1. To elect directors of the Company for the ensuing year;
1. To appoint the auditor of the Company for the ensuing year and to authorize the board of directors to fix the auditor's remuneration;
1. To consider, and if deemed appropriate, pass, with or without variation, an ordinaryresolution approving and ratifying the Company's stock option plan;
1. To consider, and if deemed appropriate, pass, with or without variation, an ordinaryresolution approving and ratifying the Company's restricted share unit plan;
1. To pass, with or without amendment, a special resolution (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia) (the "BCBCA"), the full text of which resolution is set forth in Appendix A to, and all as more particularly described in, the accompanying Circular; and
1. To consider other matters, including without limitation such amendments or variations to the foregoing matters, as may properly come before the Meeting or any adjournment thereof.

The full text of the Arrangement Resolution and the Arrangement Agreement (as defined in the Circular) are set out in Appendices A and B to the Circular and provides additional information relating to the subject matters of the Meeting, including the Arrangement, and is deemed to form part of this Notice of Meeting.

Registered Linear Shareholders who validly dissent from the Arrangement will be entitled to be paid the fair value of their Linear Shares subject to strict compliance with the provisions of the Interim Order (as set forth herein), the Plan of Arrangement and sections 237 to 247 of the BCBCA. The right to dissent is described in the section of the Circular entitled The Arrangement - Dissenting Holders' Rights and the text of the Interim Order is set out in Appendix D to the Circular. Failure to comply strictly with the requirements set forth in the Plan of Arrangement and sections 237 to 247 of the BCBCA may result in the loss of any right of dissent.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice and the Circular is a form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only Linear Shareholders of record at the close of business on August 25, 2025 will be entitled to receive notice of and vote at theMeeting.

Your vote is important regardless of the number of Linear Shares that you own. If you are a registered Linear Shareholder and are unable to be present in person at the Meeting, we encourage you to vote by completing the enclosed form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy to Endeavor Trust Corporation, Proxy Department, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 or by fax number 604- 559-8908 no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting unless the chair elects to exercise his discretion to accept proxies received subsequently. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy but will ensure that your vote will be counted if you are unable to attend.

Registered Linear Shareholders may also vote using the internet at www.eproxy.ca or by email [email protected] .

If you are not registered as the holder of your Linear Shares but hold your Linear Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Linear Shares. See General Proxy Information – Beneficial Shareholders in the accompanying Circular for further information on how to vote your Linear Shares.

Dated at Vancouver, British Columbia, this 28th day of August, 2025.

LINEAR MINERALS CORP.

"Gurminder Sangha"

Gurminder Sangha, CEO, Secretary and Director

LINEAR MINERALS CORP.

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at August 28, 2025 unless indicated otherwise)

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by management of Linear Minerals Corp. (the "Company" or "Linear") for use at the annual general and special meeting (the "Meeting") of its shareholders (the "Linear Shareholders") to be held on October 22, 2025 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Glossary of Terms in this Circular.

In considering whether to vote for the approval of the Arrangement, Linear Shareholders should be aware that there are various risks, including those described under Risk Factors in this Circular. Linear Shareholders should carefully consider these risk factors, together with other information included in this Circular, before deciding whether to approve the Arrangement.

No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Linear Shareholders are urged to consult their own professional advisers in connection therewith.

Descriptions in the body of this Circular of the terms of the Arrangement Agreement and the Plan of Arrangement are merely summaries of the terms of those documents. Linear Shareholders should refer to the full text of the Arrangement Agreement and the Plan of Arrangement for complete details of those documents. The full text of the Arrangement Agreement is attached to this Circular as Appendix B and the Plan of Arrangement is attached as Schedule A to the Arrangement Agreement.

INFORMATION CONCERNING FORWARD–LOOKING STATEMENTS

Except for statements of historical fact contained herein, the information presented in this Circular constitutes "forward–looking statements". These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

A variety of material factors include, among others: the Arrangement Agreement being terminated in certain circumstances; certain conditions precedent to the Arrangement not being satisfied; Linear incurring certain costs, even if the Arrangement is not completed; and failure to complete the Arrangement, could negatively impact the market price of Linear Shares and future business and financial results; a "market overhang" could adversely affect the market price of the Company after completion of the Arrangement; the integration of Spinco and Linear may not occur as planned; Spinco and Linear being exposed to certain risks associated with operating in foreign countries; as well as those risks described under Risk Factors in this Circular, the risks relating to the Company in its interim and annual financial statements and management's discussion and analysis of those statements, all of which are filed and available for review on SEDAR at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

The Company provides no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company does not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. Accordingly, readers should not place undue reliance on forward-looking statements.

NOTES TO UNITED STATES SHAREHOLDERS

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Offers and sales of the Spinco Shares and the New Linear Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable Securities Laws of any state of the United States and are being issued in reliance on the Section 3(a)(10) Exemption. Such exemption contemplates the approval of the Court, which will consider, among other things, the procedural and substantive fairness of the Arrangement to the Linear Shareholders as further described in this Circular under Completion of Arrangement - United States Securities Law Considerations. In addition, such offers and sales may be subject to certain U.S. state laws relating to the offer and sale of securities in particular states of the United States, including exemptions therefrom, commonly referred to as "state blue-sky" laws. The fraud and non-disclosure provisions of the U.S. Securities Act and the U.S. Exchange Act may apply to offers and sales deemed to be made to Linear Shareholders residing in the United States or otherwise entitled to the protection of U.S. Securities Laws, notwithstanding the availability of exemptions from registration under U.S. Securities Laws.

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. See General Proxy Information – Notice to United States Shareholders. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Linear Shareholders should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements under the U.S. Exchange Act.

Information concerning the properties and operations of Linear has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of United States Securities Laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates included in this Circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum definitions and classification system ("CIM Definition Standards").

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Under Canadian rules, estimates of "inferred mineral resources" may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an "inferred mineral resource" exists or is economically or legally mineable. Disclosure of "contained tonnes" in a mineral resource estimate is permitted disclosure under NI 43-101 provided that the grade or quality and the quantity of each category is stated.

Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC Industry Guide 7. Effective February 25, 2019, the SEC adopted new mining disclosure rules under subpart 1300 of Regulation S-K (the "SEC Modernization Rules"), with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules apply to companies subject to the SEC'sregistration and reporting requirements and replace the historical property disclosure requirements included in SEC Industry Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be "substantially similar" to corresponding definitions under the CIM Definition Standards. While the SEC Modernization Rules are purported to be "substantially similar" to the CIM Definition Standards, readers are cautioned that there are differences between the SEC Modernization Rules and the CIM Definitions Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven mineral reserve", "probable mineral reserve", "mineral reserves", "mineral resources", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

In addition, the project stage classifications utilized by the Company under NI 43-101 do not conform to defined project stages under the SEC Modernization Rules.

Accordingly, information concerning mineral deposits set forth herein may not be comparable to information made public by companies that report in accordance with United States standards.

Financial statements included or incorporated by reference in this Circular have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, which differ from United States generally accepted accounting principles, and which apply different auditing and auditor independence standards. These differences may be material in certain respects and, thus, they may not be comparable to financial statements of U.S. companies.

Linear Shareholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction. Such United States tax consequences are not described herein.

The enforcement by shareholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that each of Linear and Spinco is incorporated outside the United States, that most of their respective officers and directors and the experts named herein are residents of a foreign country and that some or all of the respective Assets of Linear and Spinco and the aforementioned persons are located outside the United States. As a result, it may be difficult or impossible for Linear Shareholders to effect service of process within the United States upon Linear or Spinco, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under U.S. Securities Laws or any fraud provisions of any state within the United States. In addition, Linear Shareholders should not assume that the courts of Canada (a) would allow them to sue Linear or Spinco, their respective officers or directors, or the experts named herein in the courts of Canada, (b) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under U.S. Securities Laws or any fraud provisions of any state within the United States, or (c) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under U.S. Securities Laws or any fraud provisions of any state within the United States.

GLOSSARY OF TERMS

The following is a glossary of general terms and abbreviations used in this Circular:

"affiliate" has the meaning ascribed thereto in National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") of the Canadian Securities Administrators;

"Arrangement" means the arrangement of the Company under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided, however, that any such amendment or variation is acceptable to the Company, acting reasonably);

"Arrangement Agreement"means the agreement dated effective July 16, 2025, between the Company and Spinco, including all schedules annexed thereto, a copy of which is attached as Appendix B to this Circular, and any amendment(s) or variation(s) thereto;

"Arrangement Resolution" means the special resolution to be considered by the Linear Shareholders at the Meeting to approve the Arrangement, the full text of which isset out in Appendix A to this Circular and is available on www.sedarplus.ca under the profile of the Company;

"Assets" means the assets of the Company to be transferred to Spinco pursuant to the Arrangement, being the Pontax Lithium Property in the James Bay lithium region of northern Quebec;

"BCBCA" means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as may be amended or replaced from time to time;

"Beneficial Shareholder" means a Linear Shareholder who is not a Registered Shareholder;

"Board" means the board of directors of the Company;

"Business Day" means a day that is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;

"Circular" means this management information circular, including the Notice of Meeting and all schedules attached hereto and all documentsincorporated by reference herein, and all amendments hereof and supplements hereto;

"Company" or "Linear" means Linear Minerals Corp.;

"Conversion Factor" means 0.1;

"Court" means the Supreme Court of British Columbia;

"Dissent Rights" means the rights of dissent exercisable by the Linear Shareholders in respect of the Arrangement described in Article 4 of the Plan of Arrangement;

"Dissenting Shareholder" means a Linear Shareholder who has duly and validly exercised Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, and who will be entitled to be paid fair value for his, her or its Linear Shares in accordance with the Interim Order and the Plan of Arrangement;

"Effective Date" means the date upon which all of the conditions to the completion of the Arrangement as set out in Article 5 of the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement and the Final Order and all documents agreed to be delivered thereunder have been delivered;

"Effective Time" means 12:01 a.m. (Pacific Time) on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement;

"Endeavor" means Endeavor Trust Corporation, the registrar and transfer agent of the Company and Spinco;

"Exchange" or "CSE" means the Canadian Securities Exchange;

"Final Order" means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to Linear, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of Linear acting reasonably) at any time before the Effective Date or, if appealed, then, unlesssuch appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to Linear acting reasonably);

"Interim Order" means the interim order of the Court dated August 28, 2025, contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the Meeting, as the same may be amended by the Court with the consent of Linear acting reasonably, a copy of which is attached to this Circular as Appendix C;

"Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders;

"Meeting" means the annual general and special meeting of the Linear Shareholders to be held on October 22, 2025, including any adjournment or postponement thereof;

"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

"Notice of Meeting" means the notice of annual and general special meeting of the Linear Shareholders accompanying this Circular;

"Plan of Arrangement" means the plan of arrangement attached as Schedule A to the Arrangement Agreement, which Arrangement Agreement is attached as Appendix B to this Circular, and any amendment(s) or variation(s) thereto;

"Proxy" means the form of proxy accompanying this Circular;

"Record Date" means August 25, 2025, as the date for determination of Linear Shareholders entitled to receive notice of and to vote at the Meeting;

"Registered Shareholder" means a registered holder of Linear Shares as recorded in the shareholder register of the Company maintained by Endeavor;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities;

"Rule 144" means Rule 144 promulgated under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Section 3(a)(10) Exemption" means the exemption from registration pursuant to Section 3(a)(10) of the U.S. Securities Act;

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Securities Laws" means the Securities Act, together with all other applicable Canadian provincial securities laws, the U.S. Securities Act, U.S. Exchange Act, and applicable securities laws of the United

States and the states thereof, and the rules and regulations and published policies of the securities authorities thereunder, as now in effect and as they may be promulgated or amended from time to time, and includes the rules and policies of the CSE;

"SEDAR" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators described in National Instrument 13-101 of the Canadian Securities Administrators and available for public view at www.sedarplus.ca;

"Share Distribution Record Date" means the record date or such other day as agreed to by the Company, which date establishes the Linear Shareholders who will be entitled to receive the Spinco Shares pursuant to the Plan of Arrangement;

"Share Exchange Date/Effective Date" means the share issuance and payable date to the Linear Shareholders;

"Spinco" means Westlinear Minerals Corp., a newly-incorporated private company under the BCBCA, which is a Subsidiary of the Company for the purpose of the Plan of Arrangement;

"Spinco Shareholder" means a holder of Spinco Shares;

"Spinco Shares" meansthe common shares without par value in the authorized share structure of Spinco;

"Subsidiary" has the meaning ascribed thereto in NI 45-106 of the Canadian Securities Administrators;

"Tax Act" means the Income Tax Act (Canada), R.S.C. 1995, c. 1, and the regulations made thereunder, as now in effect and as they may be amended or replaced from time to time;\

"Technical Report" means the "Technical Report on the Pontax West Lithium Property" prepared by Muzaffer Sultan, Ph.D., P.Geo. dated August 7, 2025, which is available at www.sedarplus.ca under the profile of the Company.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as may be amended or replaced from time to time;

"U.S. Securities Act" means the United States Securities Act of 1933, as may be amended or replaced from time to time;

"United States" and "U.S." meansthe United States of America, itsterritories and possessions, any State of the United States, and the District of Columbia.

"Linear Shareholder" means a holder of Linear Shares;

"Linear Shares" means the common shares without par value in the authorized share structure of the Company; and

SUMMARY OF INFORMATION CIRCULAR

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, and the Arrangement Agreement and Plan of Arrangement attached as Appendix B to this Circular.

References in this Circular are to Canadian dollars unless otherwise indicated.

The Meeting

The Meeting will be held at 780 - 789 West Pender Street, Vancouver, BC V6C 1H2, at 10:00 a.m. (Pacific Time) on October 22, 2025.

At the Meeting, Linear Shareholders will be asked to consider, and if deemed advisable, approve certain annual general matters, the adoption of a new omnibus compensation plan, as well as the Arrangement Resolution authorizing the Arrangement, and to consider such other matters as may properly come before the Meeting.

By passing the Arrangement Resolution, the Linear Shareholders will also be giving authority to the Board to use its best judgment to proceed with and cause the Company to complete the Arrangement without any requirement to seek or obtain any further approval of the Linear Shareholders.

The Arrangement

The Company is a junior Canadian exploration company which currently owns, has interest in or options to acquire various mineral properties in British Columbia, Ontario and Quebec.

The Arrangement has been proposed to efficiently facilitate the reorganization and transfer of the Company's Pontax West Lithium Property to Spinco, and for the parent company, Linear, to focus on its remaining mineral properties. The Board is of the view that the Arrangement will benefit the Company and the Linear Shareholders based on the information described herein.

The Arrangement will include the transfer of the Assets to Spinco, and will be subject to Court approval, as well as approval by the Linear Shareholders at the Meeting and the CSE. Pursuant to the Arrangement, Linear will distribute 100% of the Spinco Shares it receives to the Linear Shareholders on a pro rata basis.

The Arrangement will result in Linear Shareholders receiving one Spinco Share with respect to every one Linear Share multiplied by the Conversion Factor. As of the date of this Circular, Linear has 45,132,269 Linear Shares issued and outstanding, and the Conversion Factor is 0.1. If Linear issues more Linear Shares before the Share Distribution Record Date, the total number of Spinco Shares to be issued will increase. There will be no change in shareholders' holdings in Linear because of the Arrangement. In other words, Linear Shareholders will keep all their Linear Shares and will receive one Spinco Share with respect to every ten Linear Shares.

No outstanding Linear warrants or options will be transferred over to Spinco. Linear warrant and option holders who exercise their warrants and options before the Share Distribution Record Date will receive Spinco Shares. Linear warrant and option holders who do not exercise their warrants and options before the Share Distribution Record Date will not receive Spinco Shares.

Spinco may or may not apply for a public listing in the future. There can be no guarantee, assurance or representation that the Spinco Shares will ever be listed on any stock exchange or that Spinco shareholders will be able to sell their Spinco Shares.

become Spinco Shareholders, and (v) Linear will retain its working capital for its Assets, and remain listed on the CSE and continue to trade under the trading symbol, "Linear", as a junior exploration company.

On completion of the Arrangement, the authorized share capital of Linear will be altered by:

(i) changing the identifying name of the Linear Shares to Class A common shares without par value, being the "Linear Class A Common Shares";
(ii) creating a class consisting of an unlimited number of common shares without par value (the "New Linear Shares); and
(iii) creating a class consisting of an unlimited number of Class A preferred shares without par value, having the rights and restrictions described in Schedule A to the Plan of Arrangement, being the Linear Class A Preferred Shares.
(a) Each issued Linear Class A Common Share will be exchanged for one New Linear Share and one Linear Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the Linear Class A Common Shares will be removed from the central securities register of Linear and will be added to the central securities register as the holders of the number of New Linear Shares and Linear Class A Preferred Shares that they have received on the exchange.
(b) All of the issued Linear Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Linear and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the Linear Class A Common Shares immediately prior to the Effective Date will be allocated between the New Linear Shares and the Linear Class A Preferred Shares so that the aggregate paid up capital of the Linear Class A Preferred Shares is equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, and each Linear Class A Preferred Share so issued will be issued by Linear at an issue price equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, divided by the number of issued Linear Class A Preferred Shares, such aggregate fair market value of the Distributed Spinco Shares to be determined as at the Effective Date by resolution of the Board. Linear will redeem the issued Linear Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of Linear Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of Linear Class A Preferred Shares held by such holder multiplied by the Conversion Factor. The total number of Spinco Shares to be distributed to Linear Shareholders shall be approximately 6,383,528 subject to the rounding of fractions, exercise of rights of dissent and no Linear Shares being issued before the Share Distribution Record Date.
(c) The name of each holder of Linear Class A Preferred Shares will be removed as such from the central securities register of Linear, and all of the issued Linear Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of Linear.
(d) The Distributed Spinco Shares transferred to the holders of the Linear Class A Preferred Shares pursuant to step §(b) above will be registered in the names of the former holders of Linear Class A Preferred Shares and appropriate entries will be made in the central securities registers of Spinco.
(e) The Linear Class A Common Shares and the Linear Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in steps §(b) and §(c) above are completed, will be cancelled and the authorized share structure of Linear will be changed by eliminating the Linear Class A Common Shares and the Linear Class A Preferred Shares therefrom.

(f) The Notice of Articles and Articles of Linear will be amended to reflect the changes to its authorized share structure made pursuant to the Plan of Arrangement.

The Board approved the Arrangement and authorized the making of an application to the Court for the calling of the Meeting. The Company believes that the Arrangement offers several benefits including:

(i) After the separation, the Company and Spinco will have the flexibility to implement its own unique growth strategies, allowing each organization to refine and refocus their business strategies and plans.
(ii) Linear Shareholders will have a direct equity interest in Spinco and will be able to participate in any potential growth of Spinco.
(iii) Additionally, because the resulting business of Spinco will be focused on the Assets, it is expected to be more readily understood by public investors, allowing Spinco to be in a better position to raise capital and align management and employee incentives with the interests of Linear Shareholders.
(iv) The Company will continue to operate its business as a junior exploration company, with a focus on its remaining portfolio of mineral properties.
(v) The Arrangement will result in each Linear Shareholder as of the Share Distribution Record Date, other than a Dissenting Shareholder, after the Arrangement, holding Spinco Shares. See The Arrangement – Steps of the Arrangement.

Recommendation and Approval of the Board of Directors

The Board has concluded that the terms of the Arrangement are fair and reasonable to, and in the best interests of the Company and the Linear Shareholders. The Board has therefore approved the Arrangement and authorized the submission of the Arrangement to the Linear Shareholders and the Court for approval. The Board recommends that Linear Shareholders vote FOR the approval of the Arrangement.

The Arrangement must be approved by two-thirds of the votes cast at the Meeting by Linear Shareholders and be approved by the Court which, the Company is advised, will consider, among other things, the fairness of the Arrangement to Linear Shareholders.

There is the availability of Dissent Rights to Registered Shareholders with respect to the Arrangement.

Conduct of Meeting and Shareholder Approval

The Interim Order provides that for the Arrangement to proceed, the Arrangement Resolution must be passed, with or without variation, by at least 66.66% of the eligible votes cast with respect to the Arrangement Resolution by Linear Shareholders present in person or by Proxy at the Meeting. See The Arrangement – Approval of Special Resolution.

Court Approval

The Arrangement, as structured, requires the approval of the Court. Prior to the mailing of thisCircular, the Company obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order does not constitute approval of the Arrangement or the contents of this Circular by the Court.

The Notice of Hearing is attached to this Circular as Appendix E. In hearing the petition for the Final Order, the Court will consider, among other things, the fairness of the Arrangement to the Linear Shareholders. The Court will also be advised that based on the Court's approval of the Arrangement, the Company and Spinco will rely on an exemption from registration pursuant to the Section 3(a)(10) Exemption for the issuance of the Spinco Shares, the Linear Class A Preferred Shares and the New Linear

Sharesto any Linear Shareholder who is a United States resident. Assuming approval of the Arrangement by the Linear Shareholders at the Meeting, the hearing for the Final Order is scheduled to take place at the time and location specified in the Notice of Hearing or at such other date and time as the Court may direct. At this hearing, any Linear Shareholder or director, creditor, auditor or other interested party of the Company who wishes to participate or to be represented or who wishes to present evidence or argument may do so, subject to filing an appearance and satisfying certain other requirements. See Court Approval of the Arrangement.

Income Tax Considerations

Canadian federal income tax considerations for Linear Shareholders who participate in the Arrangement or who dissent from the Arrangement are set out in the summary under Income Tax Considerations – Certain Canadian Federal Income Tax Considerations. Linear Shareholders who are not residents in Canada have to consult their own tax advisors with respect to possible tax implications of the Arrangement.

Linear Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors about their particular circumstances.

Right to Dissent

Linear Shareholders will have the right to dissent from the Plan of Arrangement as provided in the Interim Order, the Plan of Arrangement and sections 237 to 247 of the BCBCA. Any Linear Shareholder who dissents will be entitled to be paid in cash the fair value for their Linear Shares held so long as such Dissenting Shareholder: (i) does not vote any of his, her or its Linear Shares in favour of the Arrangement Resolution, (ii) provides to the Company written objection to the Plan of Arrangement to the Company's head office at 700 West Georgia St., 25th Floor, Vancouver, British Columbia V7Y 1B3 at least two Business Days before the Meeting or any postponement(s) or adjournment(s) thereof, and (iii) otherwise complies with the requirements of the Plan of Arrangement and sections 237 to 247 of the BCBCA. See Rights of Dissent – Dissenters' Rights.

Investment Considerations

Investments in development stage companies such as Linear and Spinco are highly speculative and subject to numerous and substantial risksthat should be considered in relation to the Arrangement. There is no assurance that there will be a public market for the Spinco Shares after the Effective Date. See Information Concerning Spinco – Risk Factors.

Failure to Complete Arrangement

IN THE EVENT THE ARRANGEMENT RESOLUTION IS NOT PASSED BY LINEAR SHAREHOLDERS, THE COURT OR THE CSE DO NOT APPROVE THE ARRANGEMENT OR THE ARRANGEMENT DOES NOT PROCEED FOR SOME OTHER REASON, THE COMPANY WILL CARRY ON BUSINESS AS IT IS CURRENTLY CARRYING ON. IN SUCH CIRCUMSTANCES, SPINCO WILL LIKELY REMAIN AS A DORMANT SUBSIDIARY OF THE COMPANY AND THE COMPANY WILL INCUR THE EXPENSES RELATED TO THE PLAN OF ARRANGEMENT.

Information Concerning the Company After the Arrangement

Following completion of the Arrangement, the Company will continue to carry on its business activities with a focus on its portfolio of mineral properties. Each Linear Shareholder will continue to be a shareholder of the Company, and Linear Shareholders will receive one Spinco Share with respect to every one Linear Share multiplied by the Conversion Factor. The Linear Shareholders will receive approximately 6,383,528 Spinco Shares. The Company will retain its working capital for its assets and is expected to remain listed on the CSE and continue to trade under the trading symbol, LINE, as a junior exploration company.

Following completion of the Arrangement, the directors that are elected at the Meeting and the current officers will continue to be the directors and officers of the Company.

Information Concerning Spinco After the Arrangement

Following completion of the Arrangement, Spinco will hold the Assets transferred to it by Linear and Spinco will become a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

There can be no guarantee that the Spinco Shares will be listed on any stock exchange.

Following completion of the Arrangement, the directors and officers listed under Information Concerning Spinco After the Arrangement will become the directors and officers of Spinco.

Risk Factors

In considering whether to vote for the approval of the Arrangement, Linear Shareholders should be aware that there are various significant risks, including those described in this Circular. Linear Shareholders should carefully consider these risk factors, together with other information included in this Circular, before deciding whether to approve the Arrangement.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is provided in connection with the solicitation of proxies by the management of the Company for use at the Meeting for the purposes set out in the accompanying Notice of Meeting and at any adjournment thereof.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors or officers of the Company. The Company will bear all costs of this solicitation. The Company has arranged for Intermediaries to forward the Meeting Materials, as defined below, to Beneficial Shareholders held of record by those Intermediaries and the Company will not reimburse the Intermediaries for their fees and disbursements in that regard.

Record Date

The Board has fixed August 25, 2025 as the Record Date for determination of persons entitled to receive notice of and to vote at the Meeting. Only Linear 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 herein will be entitled to vote or to have their Linear Shares voted at the Meeting.

Appointment of Proxyholders

The purpose of a Proxy is to designate persons who will vote the Proxy on behalf of a Linear Shareholder in accordance with the instructions given by the Linear Shareholder in the Proxy. The persons whose names are printed in the enclosed form of Proxy are officers or directors of the Company.

The individual(s) named in the accompanying form of Proxy are management's representatives. If you are a Linear Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than the person(s) designated in the Proxy, who need not be a Linear 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 proper Proxy and, in either case, delivering the completed Proxy to the office of Endeavor Trust Corporation, Proxy Department, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 or vote via telephone or internet (online) as specified in the Proxy form, no later than 10:00 a.m. (Pacific Time) on Monday October 20, 2025, unless the chair elects to exercise his discretion to accept proxies received subsequently.

Voting by Proxyholder

The person(s) named in the Proxy will vote or withhold from voting the Linear 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 Linear Shares will be voted accordingly. The Proxy confers discretionary authority on the person(s) 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.

As at the date hereof, the Board knows of no such amendments, variations or other matters to come before the Meeting, other than the matters referred to in the Notice of Meeting. However, if other matters should properly come before the Meeting, the Proxy will be voted on such matters in accordance with the best judgment of the person(s) voting the Proxy.

Who Can Vote at the Meeting

If a Linear Shareholder does not specify a choice and the Linear Shareholder has appointed one of the management proxyholders as proxyholder, the management proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the person(s) named in the Proxy will vote the Linear 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 completing, dating and signing the enclosed form of Proxy and returning it to Endeavor Trust Corporation by mail to Proxy Department, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 or vote via email, fax orinternet (online) as specified in the Proxy form, no later than 10:00 a.m. (Pacific Time) on Monday, October 20, 2025.

Beneficial Shareholders

The following information important to Linear Shareholders who do not hold Linear Shares in their own name. Beneficial Shareholders should note that 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 Linear Shares). Most Linear Shareholders are "nonregistered" shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a non-Registered Shareholder are registered either: (i) in the name of an Intermediary that the non-Registered Shareholder deals with in respect of their shares (Intermediaries include, among others, banks, trust companies, securities dealers, or brokers and trustees or administrators of self-administered RRSP, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as the Canadian Depositary for Securities Limited or the Depositary Trust & Clearing Corporation) of which the Intermediary is a participant.

If Linear Shares are listed in an account statement provided to a Linear Shareholder by a broker, then in almost all such cases those Linear Shares will not be registered in the Linear Shareholder's name on the records of the Company. Such Linear Shares will more likely be registered under the names of the Linear Shareholder's broker or an agent of that broker. In the United States, many such Linear Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which actsas

depositary for many U.S. brokerage firms and custodian banks), and in Canada 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).

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.

If you are a Beneficial Shareholder

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 their name being made known to the issuers of the securities which they own (called "NOBOs" for non–objecting beneficial owners).

The Company is taking advantage of those provisions of National Instrument 54–101 Communication of Beneficial Owners of Securities of the Canadian Securities Administrators, which permits it to deliver Proxy–related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form ("VIF"). These VIFs are to be completed and returned to Endeavor or by facsimile to the number provided in the VIF. In addition, Endeavor will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Linear Shares represented by the VIFs it receives.

By choosing to send these meeting materials to you directly, the company (and not the Intermediary holding on your behalf) has assumed responsibility for delivering these Meeting Materials to you and executing your proper voting instructions. Please return your voting instructions by completing and returning the enclosed VIF in accordance with the instructions contained in the VIF.

This Circular, with related material, is being sent to both Registered and Beneficial Shareholders, if applicable. If you are a Beneficial Shareholder and the Company or its agent has sent the Meeting Materials directly to you, your name and address and information about your Linear Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary who holds your Linear Shares on your behalf. Please return your VIF as specified in your request for voting instructions that you receive.

Beneficial Shareholders who are OBOs should carefully follow the instructions of their Intermediary in order to ensure that their Linear Shares are voted at the Meeting.

The form of Proxy that will be supplied to Beneficial Shareholders by the Intermediaries 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 behalf of the Beneficial Shareholder. Most Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. in the United States and Broadridge Financial Solutions Inc., Canada, in Canada (collectively "BFS"). BFS mails a VIF in lieu of a Proxy provided by the Company. The VIF will name the same person(s) as the Proxy to represent Beneficial Shareholders at the Meeting. Beneficial Shareholders have the rightto appoint a person (who need not be a Beneficial Shareholder of the Company), other than the person(s) designated in the VIF, to represent them at the Meeting. To exercise this right, Beneficial Shareholders should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to BFS in the manner specified and in accordance with BFS' instructions. BFS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Linear Shares to be represented at the Meeting.

If you receive a VIF from BFS, you cannot use it to vote Linear Shares directly at the Meeting. The VIF must be completed and returned to BFS in accordance with its instructions, well in advance of the Meeting in order to have the Linear Shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Linear Shares registered in the name of your Intermediary, you, or a person designated by you,

may attend at the Meeting as Proxy holder for your Intermediary and vote your Linear Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Linear Shares as Proxy holder for your Intermediary, or have a person designated by you to do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return the same to your Intermediary in accordance with the instructions provided by such Intermediary, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal Proxy which would enable you, or a person designated by you, to attend the Meeting and vote your Linear Shares.

With respect to OBOs, in accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, Circular, the form of Proxy and the supplemental mailing list (the "Meeting Materials") to request to the clearing agencies and Intermediaries for distribution to non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to non-Registered Shareholders unless a non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to non-Registered Shareholders.

Beneficial Shareholders (non-Registered Shareholders) should carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or voting instruction form is to be delivered.

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:

(a) 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 Registered 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 Endeavor or at the head office of the Company at 700 West Georgia St., 25th Floor, Vancouver, British Columbia, V7Y 1B3, Canada at any time up to and including the last Business Day that precedes the date of the Meeting or, if the Meeting is adjourned or postponed, the last Business Day that precedes any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(b) personally attending the Meeting and voting the Registered Shareholder's Linear Shares.

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

Notice to United States Shareholders

The Company's common shares are not registered under Section 12 of the U.S. Exchange Act and this solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Residents of the United States should be aware that applicable Canadian proxy solicitation rules differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of Linear Shares or Spinco Shares by Linear Shareholders in a jurisdiction outside of Canada, including Linear Shareholders subject to United States taxation. Linear Shareholders in a jurisdiction outside of Canada should be aware that the disposition of Linear Shares by them may have tax consequences both in those jurisdictions and

in Canada and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards which differ from United States generally accepted accounting principles and which apply different auditing and auditor independence standards. These differences may be material in certain respects and, thus, may not be comparable to U.S. companies.

The enforcement by Linear Shareholders and Spinco Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company and Spinco are incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that a substantial portion of the Assets of the Company are and will be, and all of the Assets of Spinco will be, located outside the United States.

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

No director or executive officer of the Company, or any person, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, proposed director of the Company or any associate or affiliate of an informed person or proposed director, has any material interest, direct or indirect, in any transaction or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value. As of the Record Date, there were 63,835,286 Linear Shares issued and outstanding, each carrying the right to one vote. No group of Linear Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Linear Shares.

To the knowledge of the directors and executive officers of the Company, no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company.

The audited financial statements for the year ended March 31, 2025, report of the auditor and related management discussion and analysis attached to this Circular as Appendix F and are available at www.sedarplus.ca under the profile of the Company.

Copies of the financial statements referenced in this Circular as well as all other financial statements may be obtained by Linear Shareholders upon request without charge from the Company at 700 West Georgia St., 25th Floor, Vancouver, British Columbia, V7Y 1B3, Canada, and are available through the internet at www.sedarplus.ca.

VOTES NECESSARY TO PASS RESOLUTIONS

An affirmative vote of 66.66% of the votes cast in person or by Proxy at the Meeting is required to pass the special resolutions described herein.

A simple majority of affirmative votes cast at the Meeting is required to pass all other ordinary resolutions 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 be filled all such nominees will be declared elected or appointed by acclamation.

SETTING NUMBER OF DIRECTORS

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at five (5). The Board proposes that the number of directors be fixed at five (5). Linear Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at five (5).

ELECTION OF DIRECTORS

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

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

Name of Nominee; Current Position with the Company, Province/State and Country of Residence	Occupation, Business or Employment (1)	Period as a Director of the Company	Linear Shares Beneficially Owned or Controlled (1)
Gurminder Sangha (2),(3) British Columbia, Canada CEO and Director	Management Consultant; President & CEO of Linear	December 22, 2017 to present	2,541,763
Jurgen Wolf British Columbia, Canada CFO and Director	Management Consultant; CFO of Linear	February 22, 2018 to present	200,000
Craig Alford British Columbia, Canada Director	Professional Geologist working as a consultant.	October 7, 2019 to present	Nil
Jason Grewal (2),(3) British Columbia, Canada Director	Lawyer	October 23, 2019 to present	220,000
Jodie Gibson (2), (3) British Columbia, Canada Director	Professional Geologist working as a consultant	October 23, 2019 to present	200,000

(1) The information as to principal occupation, business or employment and Linear Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise indicated, each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years. The number of Linear

Shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by the nominees themselves.

(2) Member of the Audit Committee of the Company.
(3) Member of the Compensation and Corporate Governance Committee.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

None of the proposed directors of the Company (or any of their personal holding companies):

(a) is, as at the date of this Circular or, has been within ten years before the date ofthis Circular, a director, CEO or CFO of any company, including the Company, that:
(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
(ii) was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO;
(b) is, as at the date of this Circular or has been within ten years before the date of this Circular, a director or executive officer, of any company, including the Company, that while the proposed director was acting in that capacity or within a year of the proposed director 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
(c) has, within the ten years preceding the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that proposed individual.

Within the last ten years, none of the proposed directors of the Company (or any of their personal holding companies) has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body which would likely be considered important to a reasonable securityholder of the Company in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITOR

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the reappointment of DeVisser Gray LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the directors to fix their remuneration. DeVisser Gray LLP, Chartered Professional Accountants, was first appointed auditors of the Company on December 16, 2016.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators ("NI 52-110") requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee ("Audit Committee") and its relationship with its

independent auditor, in accordance with Form 52-110F2 Disclosure by Venture Issuers, as set forth in the following:

The Audit Committee's Charter

Mandate

The primary function of the Company's audit committee (the "Audit Committee") is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company'ssystems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.
Review and appraise the performance of the Company's external auditors.
Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

Composition

The Audit Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Audit Committee shall be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership.

Meetings

The Audit Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the CFO and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

Review and update this Charter annually.

Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Audit Committee as representatives of the shareholders of the Company.

Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.

Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval

At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

such services were not recognized by the Company at the time of the engagement to be non-audit services; and

such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee.

Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

Review certification process.

Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Gurminder Sangha	Not Independent	Financially Literate
Jodie Gibson	Independent	Financially Literate
Jason Grewal	Independent	Financially Literate

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company's Board, reasonably interfere with the exercise of a member's independent judgement.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

The following describes the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member.

Mr. Gurminder Sangha has over 20 years of experience in the capital markets, focusing on small-cap mineral exploration and technology companies. As a board member of various publicly traded companies, he has led corporate finance, business development, and corporate governance initiatives.

Mr. Sangha holds an MBA from Cornell University. He gained his financial literacy through education and experience.

Mr. Jodie Gibson is an exploration geologist with over 19 years of mineral exploration experience throughout the North American Cordillera. Before joining the Company, Mr. Gibson was serving as Vice President of Exploration for White Gold Corp, where he oversaw over \$30 million in exploration activities over the previous three years. He is currently serving as Vice President Exploration of Prospector Metals Corp. Mr. Gibson holds a Bachelor of Science and a Master of Science degrees from Indiana State University. He gained financial literacy through education and experience.

Mr. Jason Grewal is a solicitor in England and Wales and admitted as an attorney in the state of New York. He has studied law at the London School of Economics. He holds a law degree from the University of London, an LLM in international business law from the IE Law School in Madrid and an MSc in global finance from Cass Business School in London. He has experience working in Canada, the United States, the United Kingdom, and Europe. He has advised on capital market transactions in various jurisdictions and has experience working with international law firms and multinational corporations. He gained his financial literacy through education and experience.

Each member of the Company's present and proposed Audit Committee has adequate education and/or experience that is relevant to their performance as an audit committee member and, in particular, the requisite education and experience that have provided 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
(c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor, other than DeVisser Gray LLP, Chartered Professional Accountants.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "The Audit Committee Charter - External Auditors".

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by DeVisser Gray LLP, Chartered Professional Accountants, to the Company to ensure auditor independence. The following table outlines the fees incurred by DeVisser Gray LLP, Chartered Professional Accountants for audit and non-audit services in the last two financial years:

Nature of Services	Fees Paid to Auditor in Financial Year Ended March 31, 2025	Fees Paid to Auditor in Financial Year Ended March 31, 2024
Audit Fees(1)	\$35,000	\$39,177
Audit-Related Fees(2)	\$Nil	\$Nil
Tax Fees(3)	\$1,600	\$1,600
All Other Fees(4)	\$Nil	\$Nil

	Fees Paid to Auditor	Fees Paid to Auditor
	in Financial Year Ended	in Financial Year Ended
Nature of Services	March 31, 2025	March 31, 2024
Total:	\$36,600	\$40,777

(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 financial statements. Audit Fees also include audit or other attest servicesrequired 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.

Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

The Company is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE

General

A summary of the responsibilities and activities and the membership of each committee of the Board is set out below.

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices, which disclosure is set out below.

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 view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Management has been 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 plenary Board reviews executive compensation and recommends stock option grants.

The Board currently consists of five (5) directors, three of whom are independent based upon the criteria set forth in section 1.4 of NI 52-110. Jodie Gibson, Jason Grewal and Craig Alford are independent. Gurminder Sangha is not independent as he is the President and CEO of the Company and Jurgen Wolf is not independent as he is the CFO of the Company.

Following the Meeting, it is anticipated that the Board will consist of the same five directors.

Directorships in Other Reporting Issuers

The participation of the directors of the Company, and nominated directors, in other reporting issuers is as follows:

Name of Director	Name of Reporting Issuer
Gurminder Sangha	• Targeted Microwave Solutions Inc.
Jurgen Wolf	• Medgold Resources Corp.
	• Iconic Minerals Ltd.
	• Petrichor Energy Inc.
	• Adastra Holdings Ltd.
	Altima ResourcesInc. •
	• Consolidated Odyssey Exploration Inc.
	• American Biofuels Inc.
	• Odyssey Petroleum Corporation
Craig Alford	Evergreen- Agra Inc. •
	Verde Science Inc. •
Jason Grewal	• N/A
Jodie Gibson	• Prospector Metals Corp.

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) accessto recent, publicly filed documents of the Company, technical reports and the Company's internal financial information;

(c) access to management and technical experts and consultants; and
(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 adopted a Code of Conduct (the "Code"). The Board has instructed its management to abide by the Code and to bring any breaches of the Code to the attention of the Board or the CCGC. The CCGC also conducts an annual review of the performance of Company personnel under the Code with a view to making any required changes in Company practice or policy to enhance compliance with the Code. The Board keeps a record of departures from the Code and waivers requested and granted and confirm that no material change reports have been filed by the Company since the beginning of the Company's most recently completed financial year pertaining to any conduct of a director or executive officer that constitutes a departure from the Code.

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 Board determines new nominees to the Board, although a formal process has not been adopted. The CCGC has responsibility for identifying potential Board candidates. The CCGC assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. The nominees are generally the result of recruitment efforts by the CCGC, including both formal and informal discussions among Board members and the President and CEO. Members of the Board and representatives of the mineral exploration industry are consulted for possible candidates.

Compensation

The Compensation and Corporate Governance Committee ("CCGC") has responsibility for reviewing and recommending to the Board compensation for the directors and senior management. See "Executive Compensation – Compensation Discussion and Analysis".

Board Committees

The Board has the Audit Committee and the CCGC. The CCGC is responsible for reviewing all overall compensation strategy, objectives and policies; annually reviewing and assessing the performance of the executive officers; recommending to the Board the compensation of the executive officers; reviewing executive appointments; and recommending the adequacy and form of directors' compensation. For information relating to the CCGC's report on executive compensation, see "Executive Compensation" above,

Assessments

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

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

STATEMENT OF EXECUTIVE COMPENSATION

Executive Compensation

In this section "Named Executive Officer" ("NEO") means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and the CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total compensation exceeds \$150,000, as well as any additional individuals for whom disclosure would have been provided except

that the individual was not serving as an officer of the Company at the end of the most recently completed financial year end.

Gurminder Sangha, the CEO and Jurgen Wolf, the CFO of the Company are currently each an NEO of the Company for the purposes of the following disclosure.

Compensation Discussion and Analysis

The CCGC is responsible for adopting appropriate procedures for executive compensation and making recommendations to the Board with respect to the compensation of the Company's executive officers. The CCGC aims to ensure that total compensation paid to executive officers and directors is fair and reasonable and is consistent with the Company's compensation philosophy.

The CCGC is also responsible for recommending compensation for the directors and granting stock options to the directors, officers and employees of, and consultants to, the Company pursuant to the Company's stock option plan.

The members of the current CCGC are Gurminder Sangha, Jodie Gibson and Jason Grewal. Mr. Gibson and Mr. Grewal are considered independent, and Mr. Sangha is not currently considered independent. The Board is satisfied that the composition of the CCGC ensures an objective process for determining compensation.

Philosophy

The philosophy of the Company in determining compensation is that the compensation should: (i) reflect the Company's current state of development; (ii) reflect the Company's performance; (iii) reflect individual performance; (iv) align the interests of executives with those of the shareholders; (v) assist the Company in retaining key individuals; and (vi) reflect the Company's overall financial status.

Compensation Components

The compensation of the executive officers comprises primarily of the following: (i) consulting fees; and (ii) long-term incentive in the form of stock options granted in accordance with the Stock Option Plan and the Restrictive Share Unit Plan.

In establishing levels of compensation and granting stock options and restrictive share units, the comparable levels of remuneration paid to executive officers of companies of comparable size and development within the mining exploration and development industry are considered. In establishing executive officer remuneration and the granting of stock options and restrictive share units, the Company identified three companies which would comprise the benchmark group, consisting of companies about which the Company was knowledgeable, so as to more accurately assess the components of the benchmark in relation to such companies. The components of the benchmark are: market capitalization; number of properties owned or optioned; property activity levels; number of jurisdictions in which the Company is operating; number of employees; condition of balance sheets; compensation and option plans; and planned future activities. The companies in the benchmark group are at similar stages of development as the Company, and with exploration plans of a similar magnitude as those of the Company.

The CCGC also relies on the experience of its members as officers and directors of other companies in a similar business as the Company in assessing compensation levels. The purpose of this process is to:

understand the competitiveness of current pay levels for each executive position relative to companies with similar business characteristics;
identify and understand any gapsthat may exist between actual compensation levels and market compensation levels; and
establish a basis for short-term and long-term incentive awards for approval of the CCGC.

To date, no specific formulas have been developed to assign a specific weighting to each of these components. Instead, the independent directors consider the Company's performance and determine compensation based on this assessment and the recommendations of the CCGC.

Consulting Fees

The CCGC and the independent directors approve the fees for the executive officers. The fees for each executive officer is reviewed based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. The CCGC, using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive and employee compensation levels.

Stock Option Plan

The Company has in place a share option plan which was most recently approved by the Linear Shareholders on December 11, 2023 (the "Plan").

The Plan was established to assist in attracting, retaining and motivating directors, executive officers, employees, consultants and management company employees, and to closely align the personal interests of those people with those of shareholders. The Board administers the Plan.

The Plan provides that the Company may grant options, under option agreements and in accordance with the policies of the Exchange, to the following persons in consideration of their services to the Company:

directors, executive officers, and employees of the Company;
employees of a company providing management services to the Company; or
consultants providing consulting services to the Company.

The Board determines the number of shares subject to each option within the policies established by the Exchange. The options enable the holders to purchase shares of the Company at a price fixed in accordance with the rules of the Exchange.

The Plan provides that the total number of shares reserved for issuance under the Plan will not exceed 10% of the Company's issued and outstanding common shares on the date the Board grants an option under the Plan.

The Board may grant options to purchase not more than a total 5% of the issued common shares to any one participant in any 12-month period, unless the Company becomes a Tier 1 Issuer within the meaning of the policies of the Exchange and the Company has obtained the approval of disinterested shareholders.

The total number of options granted to either: any one consultant; or all employees and consultants conducting investor relations activities (within the meaning of the Exchange's policies), cannot exceed 5% of our issued common shares within any 12-month period.

The total number of common shares reserved for issuance to insiders under options granted under the Plan must not exceed 10% of the Company's issued common shares.

The Company is prohibited under the Plan from granting to insiders, within any 12-month period, a number of options that exceeds 10% of the Company's issued common shares.

Under the Plan, the Board must set the option price at not lessthan the last closing price of the Company's shares on the Exchange on the trading day immediately before the date of grant, less the discount permitted under the Exchange's policies. The maximum term of any option is 10 years from the date of grant. The Company does not intend to provide financial assistance to holders of stock options to help them purchase the Company's shares under the Plan. Any amendment to the Plan is subject to the approval of the Exchange and may also require shareholder approval.

All options granted to executive officers are recommended by the CCGC and approved by the Board. In monitoring option grants, the CCGC takes into account the level of options granted by comparable companies for similar levels of responsibility and considers each executive officer or employee based on reports received from management, its own observations on individual performance (where possible)

and its assessment of individual contribution to shareholder value. The CCGC also takes into account previous grants of options-based awards when considering new grants.

In addition to determining the number of options to be granted pursuant to the methodology outlined above, the CCGC also makes the following recommendations subject to, and in accordance with, the provision of the Plan:

the exercise price for each option granted;
the date on which each option is granted;
the vesting terms for each option; and
the other material terms and conditions of each option grant.

Option-based awards

The Plan has been and will be used to provide stock options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the Exchange, and closely align the interests of the executive officers with the interests of shareholders.

The CCGC has the responsibility to administer the compensation policies related to the executive management of the Company, including option-based awards.

Restricted Share Unit Plan

The Company also has in place a restricted share unit plan dated for reference December 31. 2021, which was most recently approved by the Shareholders on December 11, 2023 (the "RSU Plan").

The RSU Plan is designed to be an incentive for the officers and other key employees of the Company with the flexibility to provide for short-term and long-term incentive compensation based on decisions of the Board. RSUs provide the Board with an additional compensation tool which can be used to help retain and attract highly qualified officers and employees and further align the interests of officers and key employees with the interests of Shareholders.

Nature and Administration of the RSU Plan

All Eligible Persons (as defined in the RSU Plan) of the Company are eligible to participate in the RSU Plan (as "RSU Plan Participants"), though the Company reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the RSU Plan at any time. Eligibility to participate in the RSU Plan does not confer upon any person a right to receive an award of RSUs.

Subject to certain restrictions, the Board can, from time to time, grant RSUs to Eligible Persons. RSUs will be credited to an account maintained for each RSU Plan Participant on the books of the Company as of the award date. The grant of an RSU Award shall entitle the Participant to the conditional right to receive for each RSU credited to the Participant's Account, at the election of the Company, either one Common Share or an amount in cash, net of applicable taxes and contributions to government sponsored plans, as determined by the Board, equal to the Market Price of one Common Share for each RSU credited to the Participant's Account on the Settlement Date, subject to the conditions set out in the RSU Grant Letter and in the Plan, and subject to all other terms of this Plan

Each award of RSUs vests on the date(s) (each a "Vesting Date") specified by the Board on the award date and reflected in the applicable Award Notice (as defined in the RSU Plan). Additionally, the term of the RSUs shall be determined by the Board on the date of the award of RSUs. Each RSUoutstanding and all rights thereunder shall expire at the expiry time determined by the Board, subject to earlier termination in accordance with the RSU Plan.

Rights and obligations under the RSU Plan can be assigned by the Company to a successor in the business of the Company, any company resulting from any amalgamation, reorganization, combination, merger

or arrangement of the Company, or any corporation acquiring all or substantially all of the assets or business of the Company. The RSUs are non-transferable and non-assignable by the RSU Plan Participant.

Resignation, Termination, Leave of Absence or Death

Except as otherwise determined by the Board:

a) all RSUs held by the Participant (whether vested or unvested) shall terminate automatically upon the termination of the Participant's service with the Company or any Subsidiary Companies for any reason other than as set forth in paragraph (b) and (c) below;
b) in the case of a termination of the Participant's service by reason of (A) termination by the Company or any Subsidiary Companies other than for Cause, or (B) the Participant's death, the Participant's unvested RSUs shall vest automatically as of such date, and on the earlier of the original Expiry Date and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the Termination Date), the Participant (or his or her executor or administrator, or the person or persons to whom the Participant's RSUs are transferred by will or the applicable laws of descent and distribution) will be eligible to request that the Company settle his vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the Termination Date) the Participant fails to elect to settle a vested RSU, the Participant shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the Termination Date) and to receive Common Shares in respect thereof;
c) in the case of a termination of the Participant's services by reason of voluntary resignation, only the Participant's unvested RSUs shall terminate automatically as of such date, and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the Termination Date), the Participant will be eligible to request that the Company settle his vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the Termination Date) the Participant fails to elect to settle a vested RSU, the Participant shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the Termination Date) and to receive Common Shares in respect thereof;
d) for greater certainty, where a Participant's employment or term of office terminates by reason of termination by the Company or any Subsidiary Companies for Cause then any RSUs held by the Participant, whether or not vested at the Termination Date, immediately terminate and are cancelled on the Termination Date or at a time as may be determined by the Board, in its sole discretion;
e) a Participant's eligibility to receive further grants of RSUs under this Plan ceases as of the earliest of the date the Participant resigns from the Company or any Subsidiary Company and the date that the Company or any Subsidiary Company provides the Participant with written notification that the Participant's employment or term of office, as the case may be, is terminated, notwithstanding that such date may be prior to the Termination Date; and
f) for the purposes of the Plan, a Participant shall not be deemed to have terminated service where: (i) the Participant remains in employment or office within or among the Company or any Subsidiary Company or (ii) the Participant is on a leave of absence approved by theBoard.

Change of Control

Notwithstanding any other provision of this Plan, in the event of an actual or potential Change of Control Event, the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participant: (i) accelerate, conditionally or otherwise, onsuch terms as it sees fit, the vesting date of any RSU; (ii) permit the conditional settlement of any RSU, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the RSU, including for greater certainty permitting Participants to settle any RSU, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event; and (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the RSUs not settled prior to the successful completion of such Change of Control Event, including, without limitation, for no payment or other compensation.

The determination of the Board in respect of any such Change of Control Event shall for the purposes of this Plan be final, conclusive and binding.

Adjustments

If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the Stock Exchange where necessary, appropriate substitution or adjustment in:

a) the number or kind of Common Shares or other securities reserved for issuance pursuant to the Plan, and
b) the number and kind of Common Shares or other securities subject to unsettled and outstanding RSUs granted pursuant to the Plan;

provided, however, that no substitution or adjustment shall obligate the Company to issue fractional RSUs or Common Shares.

If the Company is reorganized, amalgamated with another Company or consolidated, the Board shall make such provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate.

Limitations under the RSU Plan

Notwithstanding any other provision of the RSU Plan:

a) the aggregate number of Shares reserved for issuance pursuant to RSUs granted under the RSU Plan and other Security Based Compensation Arrangements (as defined in the RSU Plan) cannot exceed 10% of the issued and outstanding Shares as at the date of grant (on a non-diluted basis);
b) the aggregate number of Shares reserved for issuance pursuant to RSUs granted to any one Individual in any 12 month period shall not exceed 5% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained;
c) the aggregate number of Shares reserved for issuance pursuant to RSUs granted to any one Consultant in any 12 month period shall not exceed 2% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained;
d) the aggregate number of Shares reserved for issuance pursuant to RSUs granted to Investor Relations Service Providers in any 12-month period shall not exceed 2% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained; and
e) all RSUs granted pursuant to the RSU Plan are subject to the policies of the Exchange.

Amendment, Suspension or Termination of Plan

Subject to applicable law, the Board can, without notice or shareholder approval, amend, suspend or terminate the RSU Plan for any purpose which, in the good faith opinion of the Compensation Committee, may be expedient or desirable. That being said, the Compensation Committee cannot materially adversely alter or impair any rights of an RSU Plan Participant or materially increase any obligations of an RSU Plan Participant with respect to RSUs previously awarded under the RSU Plan without the consent of the affected RSU Plan Participant.

If the RSU Plan is terminated or suspended, no new RSUs will be credited to the account of RSU Plan Participants. Previously credited RSUs will remain outstanding.

The Board shall not require the consent of any affected RSU Plan Participant in connection with a termination of the RSU Plan in which the vesting of all RSUs held by the RSU Plan Participant are accelerated and the Payment Amount (less Applicable Withholding Amount) is paid to the RSU Plan Participant in respect of all such RSUs.

The RSU Plan will terminate on the date upon which no further RSUs remain outstanding provided that such termination is confirmed by a resolution of the Board.

Compensation Risk Management

The Board has not proceeded with an evaluation of the implications of the risks associated with the Company's compensation policies and practices. Going forward, the Board intends to review at least once annually the risks, if any, associated with the Company's compensation policies and practices at such time.

NEO or Director's Ability to Purchase Financial Instruments

The Company has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company's securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

No compensation consultant or advisor was retained in the prior fiscal year to assist the Board of Directors or the CCGC in determining directors and executive officers' compensation.

Table of Compensation Excluding Compensation Securities

The following table sets forth the annual and long-term compensation for services in all capacities delivered to the Company for the financial years ended March 31, 2025, and March 31, 2024 of the Company in respect of the NEOs and directors.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$) (4)(5)	Value of all other compensatio n (\$)	Total compensatio n (\$)
Gurminder Sangha	2025	280,050	Nil	Nil	Nil	280,050
CEO, Director	2024	234,800	Nil	Nil	Nil	234,800
Jurgen Wolf	2025	Nil	Nil	Nil	Nil	Nil
CFO, Director	2024	10,000	Nil	Nil	Nil	10,000
Craig Alford	2025	5,600	Nil	Nil	Nil	5,600
Director	2024	16,000	Nil	Nil	Nil	16,000
Jason Grewal	2025	6,500	Nil	Nil	Nil	6,500
Director	2024	Nil	Nil	Nil	Nil	Nil
Jodie Gibson	2025	Nil	Nil	Nil	Nil	Nil
Director	2024	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Company or one of itssubsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries

Compensation Securities
Name and position	Type of compensation security	Number of compensati on 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 (\$)	Expiry date
Gurminder Sangha CEO, Director	Stock options	200,000	April 26, 2024	0.18	0.17	April 26, 2026

Jurgen Wolf CFO, Director	Stock options	200,000	April 26, 2024	0.18	0.17	April 26, 2026

Craig Alford Director	Stock options	125,000	April 26, 2024	0.18	0.17	April 26, 2026

Jason Grewal Director	Stock options	400,000	April 26, 2024	0.18	0.17	April 26, 2026

Jodie Gibson Director	Stock options	125,000	April 26, 2024	0.18	0.17	April 26, 2026

Exercise of Compensation Securities by Directors and NEOs

The following table discloses each exercise by a director or NEO of compensation securities during the most recently completed financial year.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of	Number	Exercise	Date of	Closing	Difference	Total
	compensat	of	price per	exercise	price per	between	value on
	ion	underlying	security		security	exercise	exercise
	security	securities	(\$)		on date of	price and	date (\$)
		exercised			exercise	closing
					(\$)	price on
						date of
						exercise (\$)
Gurminder Sangha
CEO, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Jurgen Wolf	N/A	N/A	N/A	N/A	N/A	N/A	N/A
CFO, Director

Craig Alford Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Jason Grewal
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Jodie Gibson	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Director

Employment, Consulting and Management Agreements

There is a Change of Control Agreement for Mr. Gurminder Sangha, President and CEO. The Change of Control Agreement provides that if the Company undergoes a change of control while the Mr. Sangha is providing services to the Company, and if thereafter a Notice of Termination within 12 months after a Change in Control is delivered to Mr. Sangha, an amount equal to fees for a thirty-month period is payable to Mr. Sangha following the date of delivery of notice of termination.

Other than as described above, the Company does not have any contract, agreement, plan, or arrangement that provides for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, or a change in control of the Company. In such situations notice period or payment in lieu of notice will be determined by applicable law.

Pension Disclosure

The company does not provide a pension to any director or NEO.

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 of the end of the most recently completed financial year or as at the date of this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Company's management, 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 March 31, 2025, or has any interest in any material transaction in the current year other than as set out herein.

MANAGEMENT CONTRACTS

To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company had any interest in any material transaction during the Company's last completed financial year or has any interest in any material transaction in the current year other than as set out herein.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of the Stock Option Plan

Pursuant to section 6.5 "Security Based Compensation Arrangements" of CSE Policy 6, the Company has adopted a stock option plan, which was last time approved by the shareholders on December 11, 2023. The Plan provides for the granting of options to directors, officers, employees and consultants of the Company and subsidiaries of the Company. Stock options are a significant long-term incentive and are viewed as an important aspect of compensation.

For more details regarding the provisions of the Plan, see under heading "Stock Option Plan" in the section "Statement of Executive Compensation" of this Circular.

Shareholders will be asked to consider, and if thought fit, pass, an ordinary resolution approving the Stock Option Plan. The text of the proposed resolution is as follows:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS AND SUBJECT TO REGULATORY ACCEPTANCE, THAT:

1) the Company's stock option plan last time approved by the shareholders on December 11, 2023 (the "Plan"), is hereby ratified, confirmed, and re-approved;

2) the Company be authorized to grant stock options pursuant and subject to the terms and conditions of the Plan, entitling the option holders to purchase up to that number of common shares in the capital of the Company (the "Common Shares") that would equal 10% of the issued and outstanding Common Shares as at the time of the grant;

3) the unallocated entitlements under the Stock Option Plan are approved and authorized;

4) the Plan must be re-approved by the shareholders no later than three years from the date of this resolution;

5) the directors of the Company without a prior approval of the shareholders are authorized to amend and make changes to the Plan, if such amendments or changes are required to meet the regulatory requirements including the requirements of the Canadian Securities Exchange; and

6) any one or more of the directors or senior officers of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and other writings, including treasury orders, and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to this ordinary resolution, the execution and

delivery of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

The resolution may be passed by a simple majority of the shares voted by shareholders of the Company who vote on the matter in person or by proxy.

The Board recommends that shareholders vote in favour of the resolution approving the Plan.

Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the common shares represented by such form of proxy FOR the approval of the Plan.

Approval of the Restricted Share Unit Plan

Pursuant to section 6.5 "Security Based Compensation Arrangements" of CSE Policy 6, the Board of Directors adopted the RSU Plan. The RSU Plan was last approved by the Linear Shareholders on December 11, 2023. The RSU Plan provides for the issuance of RSUs to directors, officers, employees, and consultants ("Eligible Persons"). For more details regarding the provisions of the RSU Plan, see under heading "Restricted Share Unit Plan" in the section "Statement of Executive Compensation" of this Circular. A copy of the RSU Plan will be available for inspection at the Meeting.

At the Meeting, the shareholders will be asked to approve the RSU Plan by ordinary resolution. Specifically, shareholders will be asked to consider and, if thought fit, to pass an ordinary resolution in substantially the following form, subject to such changes as may be recommended by legal counsel or required by Regulatory Authorities.

Shareholders will be asked to consider, and if thought fit, pass, an ordinary resolution approving the Stock Option Plan. The text of the proposed resolution is as follows:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS AND SUBJECT TO REGULATORY ACCEPTANCE, THAT:

1) the Company's restricted share unit plan dated for reference December 31, 2021 (the "RSU Plan"), is hereby ratified, confirmed, and re-approved;

2) the Company be authorized to grant restricted share units pursuant and subject to the terms and conditions of the RSU Plan, entitling the holders to receive up to that number of common shares under the RSU Plan together will all other Security Based Compensation Arrangements (as defined in the RSU Plan) up to 10% of the issued and outstanding common shares as at the date of grant (on a nondiluted basis) in the capital of the Company;

3) the unallocated entitlements under the RSU Plan are approved and authorized;

4) the RSU Plan must be re-approved by the shareholders no later than three years from the date of this resolution;

5) the directors of the Company without a prior approval of the shareholders are authorized to amend and make changes to the RSU Plan, if such amendments or changes are required to meet the regulatory requirements including the requirements of the Canadian Securities Exchange; and

The resolution may be passed by a simple majority of the shares voted by shareholders of the Company who vote on the matter in person or by proxy.

The Board recommends that shareholders vote in favour of the resolution approving the RSU Plan.

Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the common shares represented by such form of proxy FOR the approval of the RSU Plan.

THE ARRANGEMENT

General

The Arrangement will be carried out pursuant to the Arrangement Agreement, the Plan of Arrangement and related documents. A summary of the principal terms of the Arrangement Agreement and the Plan of Arrangement is provided in thissection. Thissummary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, which is appended to this Circular. Capitalized terms have the meaning set out in the Glossary of Terms or are otherwise defined herein.

Approval by Special Resolution

At the Meeting, Linear Shareholders will be asked to approve the Arrangement Resolution, in the form set out in Appendix A attached to this Circular. The approval of the Arrangement Resolution will require at least a two-thirds majority of the votes cast by Linear Shareholders at the Meeting present in person or represented by Proxy voting as a single class. In addition, completion of the Arrangement is subject to receipt of required Regulatory Approvals, including the approval of the Court and other customary closing conditions.

The Board has unanimously approved the Arrangement Agreement and the Plan of Arrangement and recommends that the Linear Shareholders vote FOR the Arrangement Resolution. See The Arrangement — Recommendation of the Linear Board below.

Reasons for the Arrangement

The Arrangement has been proposed to efficiently facilitate the reorganization of the Company's existing Assets to Spinco, and for the parent company, Linear, to focus on the development of its remaining portfolio of mineral properties. The Board is of the view that the Arrangement will benefit the Company and the Linear Shareholders based on the following summary and background.

The Arrangement will include the transfer of the Assets to Spinco. The Arrangement is subject to Court approval, as well as approval by the Linear Shareholders at the Meeting and the acceptance by the CSE. Pursuant to the Arrangement, Linear will distribute 100% of the Spinco Shares it receives to the Linear Shareholders on a pro rata basis. The Linear Shareholders will be entitled to receive one Spinco Share in relation to every one Linear Share multiplied by the Conversion Factor, which is 0.1. There will be no change in shareholders' holdings in Linear because of the Arrangement. No outstanding Linear warrants or options will be transferred over to Spinco. Spinco may or may not apply for a public listing in the near future.

On completion of the Arrangement, (i) Spinco will hold the Assets transferred to it by Linear, (ii) Spinco will become a reporting issuer in the Provinces of British Columbia, Alberta and Ontario, (iii) each Linear Shareholder will continue to be a shareholder of the Company, (iv) all Linear Shareholders will have become Spinco Shareholders, and (v) the Company will retain its working capital for its remaining assets, and subject to meeting the continuous listing requirements will remain listed on the CSE and continue to trade under the trading symbol, "LINE", as a junior exploration company.

There can be no guarantee that the Spinco Shares will ever be listed on any stock exchange.

If the Spinco Shares are not listed on a qualified exchange, they will not qualify to be held in registered investment accounts such as Registered Retirement Savings Plan (RRSP) or Tax-Free

Savings (TFS) accounts and should not be placed in these types of accounts after the completion of the Arrangement.

Property to be Transferred to Spinco

On August_1, 2025, the Company announced the Arrangement whereby it intends to spin out the Pontax West Lithium Property into Spinco, a wholly-owned Subsidiary of Linear. The Spinco Shares will then be distributed to the Linear Shareholders. The Arrangement is designed to deliver greater value to the Linear Shareholders by unlocking the value of the Pontax West Lithium Property, and allowing current management to focus on the acquisition, exploration and development of Linear's remaining portfolio of mineral properties. Spinco will hold a 100% interest in the Pontax West Lithium Property.

The c comprises of 72 claims covering approximately 3830.65-hectare area. It is located in the Municipality of Eeyou Istchee Baie-James, Regional County Municipality of Jamesie and Administrative Region of Nord-du-Quebec. The centre of the Property is approximately 323 km north of Matagami town, 938km north Ottawa international airport, and 1034km from Montreal towards north. James Bay Road from Matagomy lead to the Property.

The Pontax West Lithium Property is described in the Technical Report, which is available at www.sedarplus.ca under the profile of the Company.

Please see Appendix H Audited Carve-out Financial Statements of the Pontax West Lithium Property for the Years Ended March 31, 2025 and March 31, 2024 for financial information about the Pontax West Lithium Property.

Properties to Remain in Linear

Following completion of the Arrangement, the Company will retain its working capital and interests and/or options with respect to the following mineral properties:

Abitibi Lithium Property comprised of 235 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec.
Augustus Lithium Property comprised of 21 mineral claims covering approximately 900 hectares located in the Abitibi area of western Quebec.
Canadian Lithium Property comprised of 12 mineral claims covering approximately 700 hectares located in the Landrienne Township area of Quebec.
Cosgrave Lithium Property comprised of 198 mineral claims covering approximately 3,700 hectares located in the Ear Falls, Ontario.
Electron Lithium Property comprised of 438 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in western Quebec.
Falcon Lake Property comprised of 48 mineral claims covering approximately 1,000 hectares located in the Thunder Bay Mining Division, Ontario.
Jubilee Lithium Property consisting of 10 mining claims covering approximately 3,300 hectares area located in Ear Falls, Ontario.
Lac Coulombre Property consisting of 89 mining claims covering approximately 5,336 hectares area in two claim blocks on land located about 100 kilometres to the south of Quebec City in Quebec.
Lac Marion Uranium Property consisting of 47 mining claims covering approximately 2,760 hectares area in two claim blocks on land located about 40 kilometres northeast of Mont Laurier in Quebec.
Rose West Lithium Property located in the James Bay region of northern Quebec and consisting of 32 mining claims covering approximately 1,700 hectares within townships.
Rose East Lithium Property consisting of 59 mining claims covering approximately 3,100 hectares in northern Quebec.

For more information about the properties retained by Linear, please see the attached financial statements and management discussion and analysis of Linear.

Fairness of the Arrangement

The Arrangement was determined to be fair to the Linear Shareholders by the Board based upon the following factors, among others:

1. the procedures by which the Arrangement will be approved, including the requirement for 66.66% approval by the Linear Shareholders and approval by the Court after a hearing at which fairness will be considered;
1. the possibility of pursuing a proposed listing of the Spinco Shares on a stock exchange;
1. the opportunity for Linear Shareholders who are opposed to the Arrangement, upon compliance with certain conditions, to dissent from the approval of the Arrangement in accordance with the Interim Order, and to be paid fair value for their Linear Shares; and
1. each Linear Shareholder on the Share Distribution Record Date will participate in the Arrangement on a pro rata basis and, upon completion of the Arrangement, will continue to hold substantially the same pro rata interest that such Linear Shareholder held in the Company prior to completion of the Arrangement and substantially the same pro rata interest inSpinco.

Dissenting Shareholders

Each Linear Share held by a Dissenting Shareholder will be deemed to be directly transferred and assigned by such Dissenting Shareholder to Linear (free and clear of any liens) and cancelled for the following consideration (which is more particularly described in the Plan of Arrangement): (a) the fair value of the Linear Shares (in cash) to be determined as of the close of business on the day before the Effective Time; or (b) if it is determined that a Dissenting Shareholder is not entitled, for any reason, to be paid the fair value for their Linear Shares, then such Linear Shares will be deemed to have participated in the Arrangement as of the Effective Time and such holder will be entitled to receive Spinco Shares as consideration as if such holder had not exercised Dissent Rights.

In no circumstances will Linear or any other person be required to recognize a person purporting to exercise Dissent Rights unless such person is a Registered Shareholder in respect of which such rights are sought to be exercised.

Effect of the Arrangement

On completion of the Arrangement, Spinco will issue approximately 4,513,226 Spinco Shares to the Linear Shareholders. Linear Shareholders will hold 100% of the total issued and outstanding Spinco Shares, subject any Spinco Shares to be issued by Spinco pursuant to additional financing(s). For a description of the rights attached to the Spinco Shares, see Information Concerning Spinco – Share Capital.

On completion of the Arrangement, (i) Spinco will hold the Assets transferred to it by Linear, (ii) Spinco will become a reporting issuer in the Provinces of British Columbia and Alberta, (iii) each Linear Shareholder will continue to be a shareholder of the Company, (iv) all Linear Shareholders will have become Spinco Shareholders, and (v) the Company will retain its working capital for its Assets, and remain listed on the CSE and continue to trade under the trading symbol "LINE" as a junior exploration company. There can be no guarantee that the Spinco Shares will be listed on any stock exchange.

On completion of the Arrangement, the authorized share capital of Linear will be altered by:

(i) changing the identifying name of the Linear Shares to Class A common shares without par value, being the "Linear Class A Common Shares";
(ii) creating a class consisting of an unlimited number of common shares without par value (the "New Linear Shares); and
(iii) creating a class consisting of an unlimited number of Class A preferred shares without par value, having the rights and restrictions described in Schedule A to the Plan of Arrangement, being the Linear Class A Preferred Shares.
(a) Each issued Linear Class A Common Share will be exchanged for one New Linear Share and one Linear Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the Linear Class A Common Shares will be removed from the central securities register of Linear and will be added to the central securities register asthe holders of the number of New Linear Shares and Linear Class A Preferred Shares that they have received on the exchange.
(b) All of the issued Linear Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Linear and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the Linear Class A Common Shares immediately prior to the Effective Date will be allocated between the New Linear Shares and the Linear Class A Preferred Shares so that the aggregate paid up capital of the Linear Class A Preferred Shares is equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, and each Linear Class A Preferred Share so issued will be issued by Linear at an issue price equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, divided by the number of issued Linear Class A Preferred Shares, such aggregate fair market value of the Distributed Spinco Shares to be determined as at the Effective Date by resolution of the board of directors of Linear. Linear will redeem the issued Linear Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of Linear Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of Linear Class A Preferred Shares held by such holder multiplied by the Conversion Factor. The total number of Spinco Shares to be distributed to Linear Shareholders shall be approximately 4,513,226, subject to the rounding of fractions and exercise of rights of dissent.
(c) The name of each holder of Linear Class A Preferred Shares will be removed as such from the central securities register of Linear, and all of the issued Linear Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of Linear.
(d) The Distributed Spinco Shares transferred to the holders of the Linear Class A Preferred Shares pursuant to step §(b) above will be registered in the names of the former holders of Linear Class A Preferred Shares and appropriate entries will be made in the central securities registers of Spinco.
(e) The Linear Class A Common Shares and the Linear Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in steps §(c) and §(e) above are completed, will be cancelled and the authorized share structure of Linear will be changed by eliminating the Linear Class A Common Shares and the Linear Class A Preferred Shares therefrom.
(f) The Notice of Articles and Articles of Linear will be amended to reflect the changes to its authorized share structure made pursuant to the Plan of Arrangement.

Effective Date of the Arrangement

If the Arrangement Resolution is passed, the Final Order is obtained, every other requirement of the BCBCA relating to the Arrangement is complied with and all other conditions disclosed in the Arrangement Agreement and summarized below under The Arrangement Agreement — Conditions to the Arrangement Becoming Effective are satisfied or waived, the Arrangement will become effective on the Effective Date. Linear and Spinco currently expect that the Effective Date will be in February 2023 and will be announced by a news release.

Recommendation of the Linear Board

The Board approved the Arrangement and authorized the submission of the Arrangement to the Linear Shareholders and the Court for approval. In reaching this conclusion, the Board considered the benefits to the Company and the Linear Shareholders, as well as the financial position, opportunities and the outlook for the future potential and operating performance of the Company and Spinco.

The Arrangement Resolution also provides that the Plan of Arrangement may be amended by the Board before or after the Meeting without further notice to Linear Shareholders. The Board has no current intention to amend the Plan of Arrangement; however, it is possible that the Board may determine that it is appropriate that amendments be made.

After careful consideration, the Board has unanimously determined that the offered consideration of one (1) Spinco Share in exchange for every one Linear Shares multiplied by the Conversion Factor held by Linear Shareholders under the Arrangement is fair, from a financial point of view to Linear Shareholders and that the Arrangement is in the best interests of Linear. Accordingly, the Board has concluded that the Arrangement is in the best interests of the Company and the Linear Shareholders, and unanimously recommends that the Linear Shareholders vote FOR the Arrangement Resolution at the Meeting.

Conditions to the Arrangement

The Arrangement Agreement provides that the Arrangement will be subject to the fulfillment of certain conditions, including the following:

1. the Arrangement Agreement must be approved by the Linear Shareholders at the Meeting in the manner referred to under Shareholder Approval, as described below;
1. the Arrangement must be approved by the Court in the manner referred to under Court Approval of the Arrangement, as described below;
1. all other consents, orders, regulations and approvals, including regulatory, the CSE and judicial approvals and orders, required, necessary or desirable for the completion of the Arrangement must have been obtained or received, each in a form acceptable to the Company and Spinco; and
1. the Arrangement Agreement must not have been terminated.

If any of the conditions set out in the Arrangement Agreement are not fulfilled or performed, the Arrangement Agreement may be terminated, or in certain cases the Company or Spinco, as the case may be, may waive the condition in whole or in part. As soon as practicable after the fulfillment of the conditions contained in the Arrangement Agreement, the Final Order will be deposited with the records office of the Company together with such other material as may be required, in order that the Arrangement will become effective.

Management of the Company believes that all material consents, orders, regulations, approvals or assurances required for the completion of the Arrangement will be obtained in the ordinary course upon application therefore.

SHAREHOLDER APPROVAL

In order for the Arrangement to become effective, the Arrangement Resolution must be passed, with or without variation, by a special resolution of at least 66.66% of the eligible votes cast in respect of the Arrangement Resolution by Linear Shareholders present in person or by Proxy at the Meeting.

The sole Spinco Shareholder, being the Company, has approved the Arrangement by consent resolutions.

COURT APPROVAL OF THE ARRANGEMENT

The Arrangement as structured requires the approval of the Court. Prior to the mailing of this Circular, the Company obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order is attached as Appendix C to this Circular. The Notice of Hearing is attached as Appendix E to this Circular.

The Court has broad discretion under the BCBCA when making orders in respect of arrangements and the Court may approve the Arrangement as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks appropriate. The Court, in hearing the application for the Final Order, will consider, among other things, the fairness of the terms and conditions of the Arrangement to the Linear Shareholders.

The Arrangement requires Court approval under the BCBCA. In addition to this approval, the Court will be asked for an order and declaration following a Court hearing that the terms and conditions of the Arrangement are procedurally and substantially fair to the Linear Shareholders, which will, in part, serve as the basis for the Section 3(a)(10) Exemption. Before the mailing of this Circular, Linear obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The Interim Order is provided in Appendix C to this Circular. If the Arrangement Resolution is passed at the Meeting in the manner required by the Interim Order, Linear intends to make an application to the Court for the Final Order at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, on October 29, 2025 at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. The Final Order is required for the Arrangement to become effective, and before the hearing of the Final Order, the Court will be informed that the Final Order will also constitute the basis for the Section 3(a)(10) Exemption with respect to the Spinco Shares, the Linear Class A Preferred Shares and the New Linear Shares to be issued pursuant to the Arrangement. The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement and the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. There can be no guarantee that the Court will approve the Arrangement. Depending upon the nature of any required amendments and in accordance with the Arrangement Agreement, Linear or Spinco may determine not to proceed with the Arrangement.

Any Linear Shareholders who wish to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 4:00 p.m. (Vancouver time) on October 27, 2025 along with any other documents required, all as set out in the Interim Order and Notice of Hearing, the texts of which are set out in Appendices C and E to this Circular, and satisfy any other requirements of the Court. Such persons should consult with their legal advisor with respect to the legal rights available to them in relation to the Arrangement and as to the necessary requirements to assert any such rights.

COMPLETION OF ARRANGEMENT

Proposed Timetable for Arrangement

The anticipated timetable for the completion of the Arrangement and the key dates proposed are as follows:

Record Date:	August 25, 2025
Annual General and Special Meeting:	October 22, 2025
Final Court Approval:	October 29, 2025

The Share Distribution Record Date, Share Exchange Date/Effective Date, and the Mailing Date of the DRS Statements for the Spinco Shares will be determined by the Board of the Company and announced by a news release in advance after the Arrangement is approved by Linear Shareholders, the Supreme Court of British Columbia and accepted by the CSE.

DRS Statements

As soon as practicable after the Share Exchange Date/Effective Date, DRS Statements representing the appropriate number of Spinco Shares will be sent to all Linear Shareholders of record on the Share Distribution Record Date.

Relationship Between the Company and Spinco After the Arrangement

On completion of the Arrangement, the directors and management of the Company are expected to consist of the current directors of the Company:

Gurminder Sangha	-	CEO and Director
Jurgen Wolf	-	CFO and Director
Craig Alford	-	Director
Jason Grewal	-	Director
Jodie Gibson	-	Director

Currently Mr. Gurminder Sangha is the sole director of Spinco. On completion of the Arrangement, the directors and management of Spinco will be appointed.

Distribution and Resale of Spinco Shares under Canadian Securities Laws

Exemption from Canadian Prospectus Requirements and Resale Restrictions

The distribution of the Spinco Shares pursuant to the Arrangement expected to constitute a distribution of securities that is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Laws. The Spinco Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a "control distribution" as defined in National Instrument 45-102 Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the Spinco Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling security holder is an insider or officer of Spinco, the selling security holder has no reasonable grounds to believe that Spinco is in default of applicable Canadian Securities Laws.

The foregoing discussion is only a general overview of the requirements of Canadian Securities Lawsfor the resale of the Spinco Shares received upon completion of the Arrangement. All holders of Linear Shares are urged to consult with their own legal counsel to ensure that any resale of their Spinco Shares complies with applicable securities legislation.

United States Securities Laws Considerations

The following discussion is only a general overview of certain requirements of United States Securities Laws applicable to the securities received upon completion of the Arrangement. All holders of securities received in connection with the Arrangement are urged to consult with counsel to ensure that the resale of their securities complies with applicable securitieslegislation.

The Spinco Shares, Linear Class A Preferred Shares and New Linear Shares to be issued to the Linear Shareholders under the Arrangement have not been registered under the U.S. Securities Act, or under the securities laws of any state of the United States, and will be issued to Linear Shareholders resident in the United States in reliance on the Section 3(a)(10) Exemption on the basis of the approval of the Arrangement by the Court, and pursuant to available exemptions from registration under applicable state securities laws. The Court will be advised that the Court's approval, if obtained, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act.

The following discussion is a general overview of certain requirements of federal U.S. Securities Laws that may be applicable to Linear Shareholdersin the United States. All Linear Shareholders in the United

States are urged to consult with their own legal counsel to ensure that any subsequent resale of Spinco Shares and New Linear Shares to be received pursuant to the Arrangement complies with applicable Securities Laws, including state blue-sky laws that may be applicable to the Spinco Shares and New Linear Shares received under the Arrangement.

The discussions presented herein do not address the U.S. Securities Laws for persons who are "affiliates" of Spinco other than as expressly referenced herein. The definition of "affiliates" for such purpose isset forth under U.S. Resale Restrictions – Securities Issued to Linear Shareholders below. Further information applicable to Linear Shareholders in the United States is disclosed under Information Concerning Forward-Looking Statements – Notes to United States Shareholders and General Proxy Information - Notice to United States Shareholders.

The following discussion does not address the Canadian Securities Laws that will apply to the issue of Spinco Shares and New Linear Shares into the United States or the resale of these securities within Canada by Linear Shareholders in the United States. Linear Shareholders in the United States reselling their Spinco Shares or New Linear Shares in Canada must comply with Canadian Securities Laws, as outlined elsewhere in this Circular, and should confirm that any such sales comply with an exemption from registration under the U.S. Securities Act, as further discussed below.

U.S. Resale Restrictions – Securities Issued to Linear Shareholders

The Spinco Shares and New Linear Shares issued to a Linear Shareholder who is an "affiliate" of either the Company or Spinco prior to the Arrangement or will be an "affiliate" of Spinco or the Company after the Arrangement will be subject to certain restrictions on resale imposed by the U.S. Securities Act. Pursuant to Rule 144 under the U.S. Securities Act, an "affiliate" of an issuer for the purposes of the U.S. Securities Act is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

Exemption from the Registration Requirements of the U.S. Securities Act

The offer and sale of Spinco Shares, Linear Class A Preferred Shares and New Linear Shares to be received by Linear Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions provided under the Securities Laws of each state of the United States in which Linear Shareholders reside, described above as "state blue-sky laws". The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the procedural and substantive fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on August 28, 2025 and, subject to the approval of the Arrangement by the Linear Shareholders, a hearing in respect of the Final Order for the Arrangement will be held on October 29, 2025 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, before the Court at the courthouse at 800 Smithe Street, Vancouver, British Columbia. All Linear Shareholders are entitled to appear and be heard at this hearing. Accordingly, the Final Order will, if granted, constitute a basis for reliance on the Section 3(a)(10) Exemption with respect to the Spinco Shares, Linear Class A Preferred Shares and New Linear Shares to be received by Linear Shareholders in exchange for their Linear Shares pursuant to the Arrangement. To the extent state bluesky laws are applicable to any offers or sales of Spinco Shares made in any state or territory of the United States, Spinco will rely on available exemptions under such laws.

Resales of New Linear Shares by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are "affiliates" of the Company after the Effective Date, or were "affiliates" of the Company within 90 days prior to the Effective Date, will be entitled to sell in the United States those New Linear Shares that they receive pursuant to the Arrangement, provided that, during any three-month period, the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale (or such other applicable date specified in Rule 144), subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements, the availability of current public information about the issuer required under Rule 144 and the shell company limitations set forth in Rule 144. Persons who are "affiliates" of the Company after the Effective Date or who were "affiliates" of the Company during the 90-day period prior to the Effective Date should consult with their respective securities counsel before engaging in offers or sales of New Linear Shares issued pursuant to the Arrangement.

Resales of Spinco Shares by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are "affiliates" of Spinco after the Effective Date, or were "affiliates" of Spinco within 90 days prior to the Effective Date, will be entitled to sell in the United States those Spinco Shares that they receive pursuant to the Arrangement, provided that, during any three-month period, the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale (or such other applicable date specified in Rule 144), subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements, the availability of current public information about the issuer required under Rule 144 and the shell company limitations set forth in Rule 144. Persons who are "affiliates" of Spinco after the Effective Date or who were "affiliates" of Spinco during the 90-day period prior to the Effective Date should consult with their respective securities counsel before engaging in offers or sales of Spinco Shares issued pursuant to the Arrangement.

Resales of New Linear Shares by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S, if at the Effective Date the Company is a "foreign issuer" (as defined in Regulation S under the U.S. Securities Act), persons who are "affiliates" of the Company after the Effective Date, or were "affiliates" of the Company within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of the Company, may sell their New Linear Shares outside the United States in an "offshore transaction" (which would include a sale through the CSE) if none of the seller, an "affiliate" of the seller or any person acting on their behalf engages in "directed selling efforts" in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent.

For purposes of Regulation S, "directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered.

Also, for purposes of Regulation S, an offer or sale of securities is made in an "offshore transaction" if the offer is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a "designated offshore securities market" (which would include a sale through the CSE), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the UnitedStates.

Certain additional restrictions set forth in Regulation S are applicable to sales outside the United States by a holder of New Linear Shares who is an "affiliate" of the Company after the Effective Date, or was an "affiliate" of the Company within 90 days prior to the Effective Date, other than by virtue of his or her status as an officer or director of the Company.

Resales of Spinco Shares by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S, if at the Effective Date Spinco is a "foreign issuer" (as defined in Regulation S under the U.S. Securities Act), persons who are "affiliates" of Spinco after the Effective Date, or were "affiliates" of Spinco within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of Spinco, may sell their Spinco Shares outside the United States in an "offshore transaction" (as discussed above, which would include a sale through the CSE) if none of the seller, an "affiliate" of the seller or any person acting on their behalf engages in "directed selling efforts" (as defined above) in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent.

Certain additional restrictions set forth in Regulation S are applicable to sales outside the United States by a holder of Spinco Shares who is an "affiliate" of Spinco after the Effective Date, or was an "affiliate" of Spinco within 90 days prior to the Effective Date, other than by virtue of his or her status as an officer or director of Spinco.

Additional Information for U.S. Security Holders

THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act. Likewise, information concerning the Company and Spinco have been prepared in accordance with Canadian standards and may not be comparable to similar information for United States companies.

Linear Shareholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. See Certain Canadian Income TaxConsiderations – Holders Not Resident in Canada for certain information concerning United Statestax consequences of the Arrangement for investors who are resident in, or citizens of, the United States.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company and Spinco are incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and any experts named herein may be residents of a foreign country, and that all or a substantial portion of the Assets of the Company and Spinco and said persons may be located outside the United States.

Expenses of Arrangement

Pursuant to the Arrangement Agreement, the costs relating to the Arrangement, including without limitation, financial, advisory, accounting, and legal fees will be borne by the party incurring them. The costs of the Arrangement to the Effective Date will be borne by the Company.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Linear Shareholder. This summary is not exhaustive of all

Canadian federal income tax considerations. No representation with respect to the Canadian federal income tax consequences to any particular Linear Shareholder is made herein. Accordingly, Linear Shareholders should consult their own tax advisors with respect to their particular circumstances including, where relevant, the application and effect of the income and other taxes of any country, province, territory, state or local tax authority.

The following summarizes the principal Canadian federal income tax considerations relating to the Arrangement applicable to an Linear Shareholder (in this summary, a "Holder") who, at all material times for purposes of the Tax Act:

holds all Linear Shares, and will hold all Spinco Shares;
solely as capital property;
deals at arm's length with Linear and Spinco;
is not "affiliated" with the Company or Spinco;
is not a "financial institution" for the purposes of the mark–to–market rules in the Tax Act;and
has not acquired Linear Shares on the exercise of an employee stock option.

Linear Shares and Spinco Shares generally will be considered to be capital property of the Holder unless the Holder holds the shares in the course of carrying on a business or acquired them in a transaction considered to be an adventure in the nature of trade.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the "Regulations") and management's understanding of the current administrative practices and policies of the Canada Revenue Agency (the "CRA"). This summary does not take into account any provincial, territorial, or foreign income tax considerations which may differ from the Canadian federal income tax considerations discussed below. An advance income tax ruling will not be sought from the CRA in respect of the Arrangement.

This summary also assumes that at the Effective Date under the Arrangement and all other material times thereafter, the paid–up capital of the Linear Shares as computed for the purposes of the Tax Act will not be less than the fair market value of the Assets to be transferred to Spinco pursuant to the Arrangement, and is qualified accordingly.

This summary is of a general nature only, and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, and should not be construed to be, legal or tax advice to any Linear Shareholder. Accordingly, Holders should each consult their own tax and legal advisers for advice as to the income tax consequences of the Arrangement applicable to them in their particular circumstances.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the application of the Tax Act is, or is deemed to be, resident in Canada (a "Resident Holder"). Certain Resident Holders whose Linear Shares or Spinco Shares might not otherwise qualify as capital property may be entitled to have such shares, and every other "Canadian security" (as defined in the Tax Act) owned by them in the taxation year and any subsequent taxation year, deemed to be capital property by making an irrevocable election in accordance with subsection 39(4) of the Tax Act. Resident Holders considering making such an election should consult their own tax advisors for advice as to whether the election is available or advisable in their own particular circumstances.

Exchange of Linear Shares for New Linear Shares and Linear Class A Preferred Shares

A Resident Holder whose Linear Class A Common Shares (the re-designated Linear Shares) are exchanged for New Linear Shares and Linear Class A Preferred Shares pursuant to the Arrangement will not realize any capital gain or loss because of the exchange. The Resident Holder will be required to allocate the adjusted cost base ("ACB") of the Resident Holder's Linear Shares, determined immediately before the Arrangement, pro rata to the New Linear Shares and Linear Class A Preferred Shares received on the exchange based on the relative fair market value of those New Linear Shares and Linear A Preferred Shares immediately after the exchange. The fair market value of the Linear Class A Common Shares and the New Linear Shares is a question of fact to be determined having regard to all of the relevant circumstances.

Redemption of Linear Class A Preferred Shares

Pursuant to the Arrangement, the paid–up capital of the Linear Class A Common Shares immediately before their exchange for New Linear Shares and Linear Class A Preferred Shares will be allocated to the Linear Class A Preferred Shares to be issued on the exchange to the extent of an amount equal to the fair market value of the Spinco Shares to be issued to Linear pursuant to the Arrangement in consideration for the Assets and the balance of such paid–up capital will be allocated to the New Linear Shares to be issued on the exchange.

The Company expects that the fair market value of the Spinco Shares to be so issued will be materially less than the paid–up capital of the Linear Class A Common Shares immediately before the exchange. Accordingly, the Company is not expected to be deemed to have paid, and no Resident Holder is expected to be deemed to have received a dividend as a result of the distribution of Spinco Shares on the redemption of the Linear Class A Preferred Shares pursuant to the Arrangement.

Each Resident Holder whose Linear Class A Preferred Shares are redeemed for Spinco Shares pursuant to the Arrangement will realize a capital gain (capital loss) equal to the amount, if any, by which the fair market value of the Spinco Shares less reasonable costs of disposition, exceed (are exceeded by) their ACB immediately before the redemption. Any capital gain or loss so arising will be subject to the usual rules applicable to the taxation of capital gains and losses described below. See Taxation of Capital Gains and Losses below.

The cost to a Resident Holder of Linear Class A Preferred Shares acquired on the exchange will be equal to the fair market value of the Spinco Shares at the time of their distribution.

Disposition of New Linear Shares and Spinco Shares

A Resident Holder who disposes of a New Linear Share and Spinco Share will realize a capital gain (capital loss) equal to the amount by which the proceeds of disposition of the share, less reasonable costs of disposition, exceed (are exceeded by) the ACB of the share to the Resident Holder determined immediately before the disposition. Any capital gain or loss so arising will be subject to the usual rules applicable to the taxation of capital gains and losses described below.

Disposition of Spinco Shares

A Resident Holder who disposes of a Spinco Share will realize a capital gain (capital loss) equal to the amount by which the proceeds of disposition of the share, less reasonable costs of disposition, exceed (are exceeded by) the ACB of the share to the Resident Holder determined immediately before the disposition. Any capital gain or loss so arising will be subject to the usual rules applicable to the taxation of capital gains and losses described below.

Taxation of Capital Gains and Losses

A Resident Holder who realizes a capital gain (capital loss) in a taxation year must include one half of the capital gain ("taxable capital gain") in income for the year, and may deduct one half of the capital loss ("allowable capital loss") against taxable capital gains realized in the year, and to the extent not so deductible, against taxable capital gains arising in any of the three preceding taxation years or any subsequent taxation year.

The amount of any capital loss arising from a disposition or deemed disposition of an Linear Class A Preferred Share, New Linear Share and Spinco Share by a Resident Holder that is a corporation may, to the extent and under circumstances specified in the Tax Act, be reduced by the amount of certain dividends received or deemed to be received by the corporation on the share. Similar rules may apply if the corporation is a member of a partnership or beneficiary of a trust that owns shares, or where a partnership or trust of which the corporation is a member or beneficiary is a member of a partnership or a beneficiary of a trust that owns shares.

A Resident Holder that is a "Canadian–controlled private corporation" for the purposes of the Tax Act may be required to pay an additional 6⅔% refundable tax in respect of any net taxable capital gain that it realizes on disposition of an Linear Class A Preferred Share, New Linear Share and Spinco Share.

Taxation of Dividends on Spinco Shares

A Resident Holder who is an individual will be required to include in income any dividends received or deemed to be received on the Resident Holder's Spinco Shares and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividendsdesignated by Spinco as "eligible dividends", as defined in the Tax Act. There may be limitations on the ability of Spinco to designate dividends as eligible dividends.

A Resident Holder that is a corporation will be required to include in income any dividend that it receives or is deemed to be received on the Resident Holder's Spinco Shares and generally will be entitled to deduct an equivalent amount in computing its taxable income. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A "private corporation" or a "subject corporation" (as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on any dividend that it receives or is deemed to receive on Spinco Sharesto the extent that the dividend is deducible in computing the corporation's taxable income.

Taxable dividends received by an individual or trust, other that certain specified trust, may give rise to minimum tax under the Tax Act.

Alternative Minimum Tax on Individuals

A capital gain realized, or deemed to be realized, by a Resident Holder who is an individual (including certain trusts and estates) may give rise to liability to alternative minimum tax under the Tax Act.

Dissenting Resident Holders

A Resident Holder who exercises Dissent Rights in respect of the Arrangement (a "Dissenting Resident Holder") and who disposes of Linear Shares in consideration for a cash payment from Linear will be deemed to have received a dividend from Linear equal to the amount by which the cash payment (other that any portion of the payment that is interest awarded by a court) exceeds the paid-up capital (computed for the purpose of the Tax Act) of the Dissenting Resident Holder's Linear Shares. The balance of the payment (equal to the paid-up capital of the Dissenting Resident Holder's Linear Shares) will be treated as proceeds of disposition. The Dissenting Resident Holder will also realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Dissenting Resident Holder's Linear Shares. In certain circumstances, the full payment received by a Dissenting Resident Holder that is a corporation resident in Canada may be treated under the Tax Act as proceeds of disposition.

Any deemed dividend received by a Dissenting Resident Holder and any capital gain or capital loss realized by the Dissenting Resident Holder, will be treated in the same manner as described under "Dividends on Spinco Shares" and "Taxation of Capital Gains and Capital Losses" below.

A Dissenting Resident Holder will be required to include in computing its income any interest awarded by a court in connection with the Arrangement.In addition, a Dissenting Resident Holder that, throughout

the relevant taxation year, is a "Canadian controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act), including any taxable capital gains and interest income. Dissenting Resident Holders should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Registered Investment Accounts

If the Spinco Shares are not listed on a qualified exchange, they will not qualify to be held in registered investment accounts such as Registered Retirement Savings Plan (RRSP) or Tax-Free Savings (TFS) accounts. Therefore, the shareholders need to make arrangements that the Spinco Shares are not deposited in the registered investment accounts unless the Spinco Shares are listing on a qualified exchange.

Other Tax Considerations

This Circular does not address any tax considerations of the Arrangement other than certain Canadian income tax considerations. Holders of securities who are resident in jurisdictions other than Canada should consult their own tax advisors with respect to the tax implications of the Arrangement, including any associated filing requirements in such jurisdictions and with respect to the tax implications in such jurisdictions of owning shares after the Arrangement. Holders of securities should also consult their own tax advisors regarding provincial, territorial or state tax considerations of the Arrangement or of holding Spinco Shares.

Holders Not Resident in Canada

No legal opinion from U.S. legal counsel or ruling from the United States Internal Revenue Service or any other foreign tax authority has been requested, or will be obtained, regarding the U.S. federal income tax or any other foreign tax consequences of the Arrangement. Shareholders who are subject to U.S. taxation should consult with their own professional advisers with regard to the Arrangement's U.S. tax implications. Shareholders who are non-residents of Canada should consult with their own professional advisers with regard to the Arrangement's tax implications in their countries of residence.

RIGHTS OF DISSENT

Dissenters' Rights

Pursuant to the BCBCA, terms of the Interim Order and the Plan of Arrangement, the Linear Shareholders who object to the Arrangement Resolution have the right to dissent (the "Dissent Right") in respect of the Arrangement. A Dissenting Shareholder will be entitled to be paid in cash the fair value of the Dissenting Shareholder's Linear Shares so long as the dissent procedures are strictly adhered to. The Dissent Right is granted in Article 5 of the Plan of Arrangement. A registered Dissenting Shareholder who intends to exercise the Dissent Right is referred to the full text of Sections 237 to 247 of the BCBCA which is attached as Appendix D to this Circular.

An Linear Shareholder who wishes to exercise his or her Dissent Right must give written notice of his or her dissent (a "Notice of Dissent") to the Company at its head office at 700 West Georgia St., 25th Floor, Vancouver, British Columbia V7Y 1B3, marked to the attention of the CEO, by either delivering the Notice of Dissent to the Company.

The giving of a Notice of Dissent does not deprive a Dissenting Shareholder of his or her right to vote at the Meeting on the Arrangement Resolution. However, the procedures for exercising Dissent Rights given in Appendix D must be strictly followed as a vote against the Arrangement Resolution or the execution or exercise of a Proxy voting against the Arrangement Resolution does not constitute a Notice of Dissent.

Linear Shareholders should be aware that they will not be entitled to exercise a Dissent Right with respect to any Linear Shares if they vote (or instruct or are deemed, by submission of any incomplete Proxy, to

have instructed his or her Proxy holder to vote) in favour of the Arrangement Resolution. A Dissenting Shareholder may, however, vote as a proxyholder for an Linear Shareholder whose Proxy requires an affirmative vote on the Arrangement Resolution, without affecting his or her right to exercise the Dissent Right.

In the event that a Linear Shareholder fails to perfect or effectively withdraws its claim under the Dissent Right or forfeits its right to make a claim under the Dissent Right, each Linear Share held by that Linear Shareholder will thereupon be deemed to have been exchanged in accordance with the terms of the Arrangement as of the Effective Date.

Linear Shareholders who wish to exercise Dissent Rights should review the dissent procedures described in Appendix D and seek legal advice, as failure to adhere strictly to the Dissent Right requirements will result in the loss or unavailability of any right to dissent.

INFORMATION CONCERNING THE COMPANY

Name, Address and Incorporation

The Company was incorporated on October 12, 1966, under the laws of the Province of British Columbia under incorporation number BC0071412. The Company's head and registered offices are located at 700 West Georgia St, 25th Floor, Vancouver, BC V7Y 1B3, Canada.

Available Information

The Company files reports, financial statements, management discussion and analysis and other information with Canadian provincial securities commissions. These reports and information are available to the public free of charge on Linear's SEDAR+ profile at www.sedarplus.ca.

Comparative Market Prices of Linear Shares

The Linear Shares are listed and posted for trading on the CSE under the symbol "Linear". The following tables set forth information relating to the trading of the Linear Shares on the CSE for the twelve-month period preceding the date of this Circular.

Month	High (\$)	Low (\$)	Volume
August 2024	0.11	0.065	505,458
September 2024	0.09	0.06	393,954
October 2024	0.075	0.06	816,407
November 2024	0.07	0.055	429,225
December 2024	0.06	0.045	1,062,140
January 2025	0.07	0.045	801,368
February 2025	0.06	0.04	871,136
March 2025	0.05	0.03	831,208
April 2025	0.035	0.0175	1,883,036
May 2025	0.02	0.015	3,833,626
June 2025	0.02	0.015	349,330
July 2025	0.025	0.015	856,709

Prior Sales

The following table contains details of the prior sales of the securities of the Company within the 12 months prior to the date of this Circular.

Date Issued	Number of Securities (1)	Issue Price Per Common Share	Aggregate Issue Price	Reason for Issuance
October 16, 2024	8,750,000	0.08	0.08	Exploration expenditures and general working capital

Dividends or Capital Distributions

Linear has not declared or paid any cash dividends or capital distributions on the Linear Shares during the two preceding years. For the immediate future, Linear does not envisage any earnings arising from which dividends could be paid. Any decision to pay dividends on Linear Shares in the future will be made by the Board based on the earning, financial requirements and other conditions existing at such time.

Ownership of Linear Securities

As at the date of this Circular, the following table outlines the number of Linear securities owned or controlled, directly or indirectly, by each of the directors and officers of Linear, and each associate or affiliate of an insider of Linear, and each person acting jointly or in concert with Linear.

Name	Positions	Linear Shares	Linear Warrants	Linear Options	Linear RSUs
Gurminder Sangha	CEO and Director	2,541,763	Nil	1,203,947	900,000
Jurgen Wolf	CFO and Director	200,000	Nil	497,368	750,000
Craig Alford	Director	Nil	Nil	427,632	300,000
Jason Grewal	Director	220,000	Nil	589,474	750,000
Jodie Gibson	Director	200,000	Nil	290,789	1,000,000
Total:		3,161,763	Nil	3,009,120	3,700,000

Business of the Company

The Company, formerly known as FE Battery Metals Corp, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.

The Company's common shares trade on the Canadian Securities Exchange (LINE), the OTCBB Exchange (FEMFF) and the Frankfurt Exchange (A2JC89). on pages 82-83 under The Arrangement – Properties to Remain in Linear).

Please see: 1) The Arrangement – Property to be Transferred to Spinco 2) The Arrangement - Properties to Remain in Linear, 3) the Company's audited financial statements and management discussion and Analysis for the years ended March 31, 2024 and March 31, 2025 attached as Appendix F; and 4) The Company's pro-forma financial statements as of March 31, 2025 attached as Appendix I.

Business of the Company Following the Arrangement

Following completion of the Arrangement, (i) Spinco will hold the Assets transferred to it by Linear, (ii) Spinco will become a reporting issuer in the Provinces of British Columbia and Alberta, (iii) all Linear Shareholders will have become Spinco Shareholders, and (iv) the Company will retain its working capital for its Assets, and remain listed on the CSE and continue to trade under the trading

symbol, Linear, as a junior exploration company. The Company will continue its business as a mineral exploration company.

Dividend Policy

Linear has paid no dividends on the Linear Shares since incorporation. Linear currently intends to retain all available funds, if any, for use in its business and does not plan to pay any dividends.

Directors and Officers

The current directors and officers of the Company are expected to continue to be the directors and officers of the Company upon completion of the Arrangement.

Material Contracts

Except for contracts entered into in the ordinary course of business, the only contracts entered into by the Company in the last two years and which can be reasonably regarded as material to the Company are as follows:

Arrangement Agreement dated August 1, 2025, between the Company and Westlinear Minerals Corp., including all schedules annexed thereto, a copy of which is attached as Appendix B to this Circular, and any amendment(s) or variation(s) thereto.

INFORMATION CONCERNING SPINCO

Name, Address and Incorporation

Spinco, being Westlinear Minerals Corp., was incorporated pursuant to the BCBCA on June 19, 2025 for the purposes of the Arrangement. Spinco is currently a private company and a wholly-owned Subsidiary of Linear, with its registered and records office located at 101- 15315 31St Avenue, Surrey, BC V3Z6X2.

Description of Business of Spinco

Spinco was incorporated by the Company for the purposes of the Arrangement. Spinco has not commenced any business operations and does not have any business history.

Upon completion of the Arrangement, Spinco is expected to become an exploration company and initially plans to explore the Pontax Lithium Property. It is expected to become a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

Spinco's immediate business objectives following the completion of the Arrangement will be as follows:

1) upon becoming a reporting issuer, to appoint additional directors and officers;

2) to complete financing to conduct exploration program recommended by the Technical Report and to have sufficient working capital.

Spinco may apply to list its common shares on a stock exchange. However, there can be no guarantee that the Spinco Shares will be listed on any stock exchange.

Directors and Officers

Gurminder Sangha is currently the sole director of Spinco.

Share Capital

The authorized capital of Spinco consists of an unlimited number of common shares without par value without special rights and restrictions. All Spinco Shares rank equally as to dividends, voting powers and participation in distribution of assets upon liquidation.

As of the date of this Circular, Spinco has one common share issued and outstanding, which is owned by the Company.

Spinco will be issuing its common shares to the Linear Shareholders pursuant to the Arrangement.

Options to Purchase Shares

Spinco has not implemented an incentive stock option plan and does not have any incentive stock options outstanding at this time.

Dividends

Spinco has paid no dividends since its incorporation. At the present time, Spinco intends to retain any earnings for corporate purposes. The payment of dividends in the future will depend on the earnings and financial condition of Spinco and on such other factors as the board of directors of Spinco may consider appropriate. However, since Spinco is currently in a development stage, it is unlikely that earnings, if any, will be available for the payment of dividends in the foreseeable future.

Prior Sales

Spinco issued one Spinco Share to Linear upon incorporation. This Spinco Share will be cancelled subsequent to the completion of the Arrangement.

Legal Proceedings

Spinco is not a party to any outstanding legal proceedings, nor are any such proceedings contemplated.

Material Contracts

Except for contracts entered into in the ordinary course of business, the only material contract entered into by Spinco since its incorporation and which can be reasonably regarded as material to Spinco isthe Arrangement Agreement, a copy of which is attached as Appendix B to this Circular.

Risk Factors

An investment in a company such as Spinco involves a significant degree of risk including, without limitation, the factors set out below.

No Assurance that the Proposed Arrangement will be Completed as Contemplated or at all

Completion of the proposed Arrangement is subject to a number of conditions, including the approvals of the CSE, Court and Linear Shareholders. Should the Arrangement fail to receive approval of the Linear Shareholders at the Meeting, Spinco will remain a wholly-owned Subsidiary of Linear. There is no assurance that any or all of these conditions will be satisfied or waived. In the event that the Arrangement is completed, Spinco will remain a reporting issuer in the provinces of British Columbia, Alberta and Ontario and there can be no assurance that the Spinco Shares will be listed on any stock exchange.

Requirements for Further Financing

Spinco presently does not have sufficient financial resources to undertake all of its currently planned activities beyond completion of the Arrangement, which is financed by the Company. In the event that the Arrangement is completed, Spinco will need to obtain further financing, whether through debt

financing, equity financing or other means. There can be no assurance that Spinco will be able to raise the required financing or that such financing can be obtained without substantial dilution to shareholders. Failure to obtain additional financing on a timely basis could cause Spinco to reduce or terminate its operations.

The Spinco Shares may not be Qualified Investments under the Tax Act for a Registered Plan

There is no assurance when, or if, the Spinco Shares will be listed on any stock exchange. If the Spinco Shares are not listed on a designated stock exchange in Canada before the due date for Spinco's first income tax return or if Spinco does not otherwise satisfy the conditions in the Tax Act to be a "public corporation", the Spinco Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a Spinco Share in circumstances where the Spinco Shares are not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the annuitant, beneficiary or holder under the Registered Plan, including that the Registered Plan may become subject to penalty taxes, the annuitant of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a registered education savings plan, such plan may have its tax exempt statusrevoked.

Limited Operating History

As a wholly-owned Subsidiary of Linear, incorporated for the purpose of the Arrangement, Spinco has no business history and must be considered a start-up. As such, Spinco is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that Spinco will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

Spinco has limited financial resources, has not earned any revenue since commencing operations, has no source of operating cash flow and there is no assurance that additional funding will be available to it for further advancement of Spinco's business. There can be no assurance that Spinco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of development of Spinco's business.

Negative Cash Flow

Spinco has no history of earnings or cash flow from operations. Spinco does not expect to generate material revenue or to achieve self-sustaining operations for several years, if at all. This may have a negative impact on the financial position of Spinco.

No Market for Securities

There is currently no market through which any of the Spinco Shares may be sold and there is no assurance that the Spinco Shares will be listed for trading on a stock exchange, or if listed, will provide a liquid market for such securities. Until the Spinco Shares are listed on a stock exchange, holders of the Spinco Shares may not be able to sell their Spinco Shares. Even if a listing is obtained, there can be no assurance that an active public market for the Spinco Shares will develop or be sustained after completion of the Arrangement. The holding of Spinco Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Spinco Shares should not be acquired by persons who cannot afford the possibility of the loss of their entire investment.

Dividend Policy

Spinco does not presently intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual amount of dividends received from Spinco will remain subject to the discretion of its board of directors and will depend on results of operations, cash requirements and future prospects of Spinco and other factors.

Conflicts of Interest

The directors of Spinco may be directors, officers or shareholders of other companies that are engaged in similar businesses to Spinco. Such associations may give rise to conflicts of interest from time to time. The directors of Spinco are required by law to act honestly and in good faith with a view to the best interests of Spinco and to disclose any interest which they may have in any project or opportunity of Spinco. If a conflict of interest arises at a meeting of the board of directors or when carrying out their duties as directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether Spinco will participate in any project or opportunity, the directors will primarily consider the degree of risk to which Spinco may be exposed and its financial position at the time.

Dilution

After completion of the Arrangement, Spinco will be issuing additional shares to finance its operations. These share issuances will dilute the position of the Linear shareholders who will receive Spinco shares pursuant to the Arrangement.

Interest of Experts

No person whose profession or business gives authority to a statement made by such person and who is named in this Circular (being the auditors of the Company) has received or will receive a direct or indirect interest in the property of the Company or any related person of the Company.

INFORMATION CONCERNING SPINCO AFTER THE ARRANGEMENT

General

On completion of the Arrangement, Spinco will continue to be a corporation incorporated under and governed by the BCBCA and will be its own entity apart from Linear.

On completion of the Arrangement, Spinco's primary material property will be the Pontax Lithium Property. See The Arrangement.

Directors and Officers

After the Arrangement, Mr. Gurminder Sangha will stay as a director and become the CEO of Spinco. Spinco will be a reporting issuer and appoint at least two more directors, as well as a CFO and corporate secretary. Additional appointments will be announced in a future news release.

Capital Structure

As a result of the completion of the Arrangement, the Spinco share capital will increase from the issuance of Spinco Shares contemplated by the Arrangement.

The authorized capital of Spinco following the completion of the Arrangement will continue to consist of an unlimited number of Spinco Shares without par value without special rights and restrictions. The rights attributed to the Spinco Shares will not be changed following the completion of the Arrangement. See Information Concerning Spinco – Share Capital.

Stock Exchange Listings

On completion of the Arrangement, Spinco will become a reporting issuer in British Columbia, Alberta and Ontario and may or may not apply for a public listing in the near future. There can be no guarantee that the Spinco Shares will be listed on any stock exchange.

Dividends

Spinco has not to date paid any dividends on the Spinco Shares nor does it intend to pay any dividends on the Spinco Shares in the immediate future as management anticipates that all available funds will be invested to finance further acquisition, exploration and development of its mineral properties.

Post-Arrangement Shareholdings

Immediately after completion of the Arrangement, assuming that no Linear Shareholder exercises Dissent Rights and that no Linear options and warrants are exercised on or before the Effective Time, the Linear Shareholders who own shares as of the Share Distribution Record date will own 100% of the then issued and outstanding Spinco Shares, subject to financings completed by Spinco. Spinco is expected to issue approximately 4,513,226 Spinco Shares to the Linear Shareholders pursuant to the Arrangement.

Auditors

DeVisser Gray LLP, Chartered Professional Accountants are the auditors of Spinco and are expected to be the auditors of Spinco after completion of the Arrangement.

Transfer Agent and Registrar

Upon completion of the Arrangement, Spinco's registrar and transfer agent is expected to be Endeavor Trust Corporation, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4.

RISK FACTORS

In evaluating the Arrangement, Linear Shareholders should carefully consider, in addition to the other information contained in this Circular, the risk factors associated with Linear and Spinco. These risk factors are not a definitive list of all risk factors associated with Linear and the business to be carried out by Spinco.

Risk Factors Relating to the Arrangement

There are risks associated with the completion of the Arrangement. Some of these risks include:

Termination of the Arrangement Agreement. The Arrangement Agreement may be terminated by Linear in certain circumstances, in which case the market price for Linear Shares may be adversely affected.
Spinco Shares may have a lower market value. As Linear Shareholders will receive Spinco Shares based on a fixed ratio, Spinco Shares received by Linear Shareholders under the Arrangement may have a lower market value than expected.
Consents and approvals are not received or impose conditions. The closing of the Arrangement is conditional on, among other things, the receipt of consents and approvals from the court and governmental bodies that could delay or impede completion of the Arrangement or impose conditions on the companiesthat could adversely affect the business or financial condition of Spinco.
Unanticipated challenges with integrating Linear and Spinco operations. Linear and Spinco may not realize the benefits currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Linear and Spinco.
Interest of directors and officers may not be the same as Linear Shareholders generally. Directors and officers of Linear have interests in the Arrangement that may be different from those of Linear Shareholders generally.

Risk Factors Relating to Spinco

The following risk factors are associated with Spinco, following completion of the Arrangement.

Resource exploration and development is highly speculative

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by Spinco may be affected by numerous factors that are beyond the control of Spinco and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection, the combination of which factors may result in Spinco not receiving an adequate return of investment capital.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that Spinco's mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of Spinco's operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that fundsrequired for development can be obtained on a timely basis.

Some aspects of Spinco's operations entail risk that cannot be insured against or may not be covered by insurance

Spinco's business is subject to a number of risks and hazards generally, including adverse conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Spinco's properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although Spinco intends to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance may not cover all the potential risks associated with a mining company's operations. Spinco may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Spinco or to other companies in the mining industry on acceptable terms. Spinco might also become subject to liability for pollution or other hazards which may not be insured against or which Spinco may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Spinco to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Significant resources are required to conduct mining exploration activities

Mining exploration requires ready access to mining equipment such as drills, and crews to operate that equipment. There can be no assurance that such resources will be available to Spinco on a timely basis or at a reasonable cost. Failure to obtain these resources when needed may result in delays in Spinco's exploration programs.

Spinco will operate in a highly competitive environment

The mineral exploration and mining business is competitive in all of its phases. Spinco will compete with numerous other companies and individuals, including competitors with greater financial, technical and other resources that Spinco, in the search for and the acquisition of attractive mineral properties. The ability of Spinco to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that Spinco will continue to be able to compete successfully with its competition in acquiring such properties or prospects.

Spinco will operate in a highly regulated environment that is subject to changes, some unforeseen, to government policy

The current or future operations of Spinco, including exploration and development activities and commencement of production on its properties, require permits from various levels of government. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Spinco believes it will be in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance however, that all permits which Spinco may require for construction of mining facilities and conduct of mining operations, particularly environmental permits, will be obtainable on reasonable terms or that compliance with such laws and regulations would not have an adverse effect on the profitability of any mining project that Spinco might undertake.

Failure to comply with applicable laws, regulations and permit requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Spinco and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Spinco may be subject to significant environmental risks

Spinco's operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Spinco intends to comply fully with all environmental regulations. The current or future operations of Spinco, including development activities and commencement of production on its properties, require permits from various federal, provincial and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

Such operations and exploration activities are also subject to substantial regulation under applicable laws by governmental agencies that may require Spinco to obtain permits from various governmental agencies. There can be no assurance, however, that all permits that Spinco may require for its operations

and exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which Spinco might undertake.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Limited Operating History

As a wholly-owned Subsidiary of Linear, incorporated for the purpose of the Arrangement, Spinco has a very limited history of operations and must be considered a start-up. As such, Spinco is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that Spinco will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

Spinco has no financial resources, has not earned any revenue since incorporation, has no source of operating cash flow and there is no assurance that any funding will be available to it for further advancement of Spinco's business. There can be no assurance that Spinco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of development of Spinco's business.

Spinco will be largely dependent on the performance of the Board and senior management

The success of Spinco will largely be dependent on the performance of the Board and senior management. The loss of the services of these persons will have a materially adverse effect on Spinco's business and prospects. There is no assurance that Spinco can maintain the services of the Board and management or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on Spinco and its prospects.

Spinco's prospects are subject to the inherent volatility of metal prices

The mining industry is intensely competitive and there is no assurance that, even if commercial quantities of a mineral resource are discovered, a profitable market will exist for the sale of the same. There can be no assurance that metal prices will be such that Spinco's properties can be mined at a profit. Factors beyond the control of Spinco may affect the marketability of any minerals discovered. Metal prices are subject to volatile price changes from a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of, and demand for, Spinco's principal products and exploration targets is affected by various factors, including political events, economic conditions and production costs.

Spinco's proposed operations will require access to adequate infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena,

terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Spinco's operations, financial condition and results of operations.

Spinco's growth will require new personnel

Recruiting and retaining qualified personnel is critical to Spinco's success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As Spinco's business activity grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff on the operations side. Although Spinco believes that it will be successful in attracting and retaining qualified personnel, there can be no assurance of such success.

Some of Spinco's directors have significant involvement in other companies in the same sector

Certain of the directors of Spinco serve as directors of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which Spinco may participate, the directors of Spinco may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of Spinco making the assignment. In accordance with the laws of the Province of British Columbia, the directors of Spinco are required to act honestly, in good faith and in the best interests of Spinco. In determining whether or not Spinco will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which Spinco may be exposed and its financial position at that time.

No Market for Securities

Dividend Policy

Conflicts of Interest

The directors of Spinco may be directors, officers or shareholders of other companies that are engaged in similar businesses to Spinco. Such associations may give rise to conflicts of interest from time to time. The directors of Spinco are required by law to act honestly and in good faith with a view to the best interests of Spinco and to disclose any interest which they may have in any project or opportunity of Spinco. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not Spinco

will participate in any project or opportunity, the directors will primarily consider the degree of risk to which Spinco may be exposed and its financial position at the time.

MANAGEMENT CONTRACTS

No management functions of FE Battery are, to any substantial degree, performed other than by the directors or senior officers of Linear.

A copy of this Circular is posted for public access on Linear's SEDAR profile at www.sedarplus.ca, or, alternatively, can be obtained upon written request to the Company at 700 West Georgia St., 25th Floor, Vancouver, British Columbia V7Y 1B3.

TRANSFER AGENT AND REGISTRAR

Linear's registrar and transfer agent is Endeavor Trust Corporation, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4

Prior to the Effective Date, Spinco intends to appoint Endeavor as its registrar and transfer agent.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company or Spinco is or is likely to be a party or of which any of its properties are, or to the best of knowledge of management of the Company or Spinco are likely to be subject.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedarplus.ca.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

BOARD APPROVAL

The undersigned hereby certifies that the contents and the sending of this Circular to the Linear Shareholders have been approved by the Board.

Dated at Vancouver, British Columbia this 28th day of August, 2025.

LINEAR MINERALS CORP.

"Gurminder Sangha"

Gurminder Sangha,

CEO and Director

APPENDIX A - ARRANGEMENT RESOLUTION

Capitalized words used in this Appendix A and not otherwise defined shall have the meaning ascribed to such terms in the Circular.

At the Meeting, Linear Shareholders will be asked to consider and vote on the special resolutions to approve the Arrangement, with or without variation as follows:

"UPON MOTION DULY MADE, IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The arrangement (the "Arrangement") under Section 288 of the British Columbia Business Corporations Act involving Linear Minerals Corp. ("Linear"), all as more particularly described and set forth in the management information circular (the "Circular") of Linear dated August 28, 2025, accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended), is hereby authorized, approved and adopted.
1. The plan of arrangement, as it may be or has been amended (the "Plan of Arrangement"), involving Linear and implementing the Arrangement, the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.
1. The arrangement agreement (the "Arrangement Agreement") between Linear andWestlinear Minerals Corp. dated August 1, 2025, and all the transactions contemplated therein, the actions of the directors of Linear in approving the Arrangement and any amendments thereto and the actions of the directors and officers of Linear in executing and delivering the Arrangement Agreement and any amendments thereto are hereby confirmed, ratified, authorized and approved.
1. Notwithstanding that these resolutions have been passed (and the Arrangement adopted) or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of Linear are hereby authorized and empowered, without further notice to, or approval of, any securityholders of Linear:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
1. Any one or more directors or officers of Linear is hereby authorized, for and on behalf and in the name of Linear, to execute and deliver, whether under corporate seal of Linear or not, all such agreements, applications, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement,including:
(a) all actions required to be taken by or on behalf of Linear, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Linear;

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

The Board recommends that Linear Shareholders vote in favour of the Arrangement. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the foregoing special resolution.

APPENDIX B - ARRANGEMENT AGREEMENT AND PLAN OF ARRANGEMENT

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT (the "Agreement") is dated for reference August 1, 2025.

BETWEEN:

LINEAR MINERALS CORP., a company having its registered office at 700 West Georgia Street, 25th floor, Vancouver, BC V7Y1B3

AND:

("Linear")

WESTLINEAR MINERALS CORP., a company having its registered office at #101- 15315 31St. Avenue, Surrey BC V3Z6X2

("Spinco")

(collectively, "the Parties")

RECITALS:

A. The Parties have entered into the Agreement wherein it is contemplated that Linear will transfer its Assets (as such term is defined in this Agreement) to its wholly-owned subsidiary, Spinco;
B. The Parties hereto intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the Business Corporations Act (British Columbia); and
C. The Parties hereto have entered into this Agreement to provide for the matters referred to in the foregoing recital and for other matters relating to such arrangement.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following defined terms have the meanings hereinafter set forth:

(a) "Agreement" means the arrangement agreement (including the schedules thereto) dated August 1, 2025, between Linear and Spinco as supplemented, modified or amended, and not to any particular article, section, schedule or other portion thereof;
(b) "Applicable Laws" means all applicable corporate laws, rules of applicable stock exchanges and applicable securities laws, including the rules, regulations, notices, instruments, blanket orders and policies of the securities regulatory authorities in Canada;
(c) "Arrangement" means the arrangement pursuant to Section 288 of the BCBCA set forth in the Plan of Arrangement;
(d) "Arrangement Provisions" means Part 9, Division 5 of the BCBCA;
(e) "Arrangement Resolution" means the special resolution with respect to the Arrangement and other related matters to be considered at the Linear Meeting;
(f) "Assets" means all mineral assets, rights and 100% interest in the mineral claims known as the Chlore Property located in the Omineca Mining Division of North-Central British Columbia and is described in the Schedule "B" to this Agreement.
(g) "BCBCA" means the Business Corporations Act (British Columbia), S.B.C. 2002, c.57, as amended, including the regulations promulgated thereunder;
(h) "Business Day" means a day other than a Saturday, Sunday or other than a day when banks in the City of Vancouver, British Columbia are not generally open for business;
(i) "Company" or "Linear" means Linear Minerals Corp.;
(j) "Conversion Factor" means 0.1.
(k) "Court" means the Supreme Court of British Columbia;
(l) "Dissenting Shareholder" means a Linear Shareholder who validly exercises rights of dissent under the Arrangement and who will be entitled to be paid fair value for his, her or its Linear Shares in accordance with the Interim Order and the Plan of Arrangement;
(m) "Dissenting Shares" means the Linear Sharesin respect of which Dissenting Shareholders have exercised a right of dissent;
(n) "Effective Date" means the date upon which the Arrangement becomes effective in accordance with the Arrangement Agreement and the Final Order;
(o) "Final Order" means the final order of the Court approving the Arrangement;
(p) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting InterpretationsCommittee;
(q) "Information Circular" means the management information circular of Linear to be sent by Linear to the Linear Shareholders in connection with the Linear Meeting;
(r) "Interim Order" means an interim order of the Court concerning the Arrangement in respect of Linear, containing declarations and directions with respect to the Arrangement and the holding of the Linear Meeting, as such order may be affirmed, amended or modified by any court of competentjurisdiction;
(s) "Linear Meeting" means the annual general and special meeting of the Linear Shareholders to be held on a date to be determined by the board of directors of Linear, and any adjournment(s) or postponement(s) thereof;
(t) "Linear Shareholder" means a holder of Linear Shares; and
(u) "Linear Shares" means the common shares without par value in the authorized share structure of the Company
(v) "New Linear Shares" means the new class of common shares without par value which the Company will create, pursuant to Section 3.1(b)(ii) of the Plan of Arrangement and which, immediately after the Effective Date, will be identical in every relevant respect to the Linear Shares;
(w) "Notice of Meeting" means the notice of annual general and special meeting of the Linear Shareholders in respect of the Linear Meeting;
(x) "Parties" means Linear and Spinco and "Party" means any one of them;
(y) "Person" means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legalrepresentative;
(z) "Plan of Arrangement" means the plan of substantially in the form set out in Schedule A to this Agreement, as amended or supplemented from time to time in accordance with Article 6 thereof and Article 6 hereof;
(aa) "Record Date" means the record date with respect to voting at the Linear Meeting;
(bb) "Registrar" means the Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA;
(cc) "Share Distribution Record Date" means the date determined and approved by the board of directors of Linear at its own discretion, which date establishes the Linear Shareholders who will be entitled to receive Spinco Shares, pursuant to the Plan of Arrangement;
(dd) "Spinco" means Westlinear Minerals Corp., a private company and a wholly-owned subsidiary of Linear;
(ee) "Spinco Shareholder" means a holder of Spinco Shares;
(ff) "Spinco Shares" means the common shares without par value in the authorized share structure of Spinco;
(gg) "Tax Act" means the Income Tax Act (Canada), as may be amended, or replaced, from time to time;
(hh) "Transfer Agent" means National Securities Administrators Ltd., the registrar and transfer agent of Linear.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and subsections is for convenience of reference only and does not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof', "herein" and "hereunder" and similar expressions refer to this Agreement (including Schedules A to B hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include firms and corporations and vice versa.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day and a business day in the place where an action is required to be taken, such action is required to be taken on the next succeeding day which is a Business Day and a business day, as applicable, in such place.

1.5 Entire Agreement

This Agreement, together with the agreements and documents herein and therein referred to, constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matterhereof.

1.6 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature are required to be made shall be made in a manner consistent with IFRS.

1.8 References to Legislation

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.9 Enforceability

All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.10 Schedules

The following schedules attached hereto are incorporated into and form an integral part of this Agreement:

Schedule A – Plan of Arrangement Schedule B – Assets

ARTICLE 2 THE ARRANGEMENT

2.1 Plan of Arrangement

The Parties will forthwith jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Linear Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and upon receipt thereof, the Parties will forthwith carry out the terms of the Interim Order to the extent applicable to it. Provided all necessary approvals for the Arrangement Resolution are obtained from the Linear Shareholders, the Parties shall jointly submit the Arrangement to the Court and apply for the Final Order. Upon issuance of the Final Order and subject to the conditions precedent in Article 5, Linear shall forthwith proceed to file the Agreement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to the Arrangement Provisions, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any act or formality.

2.2 Interim Order

Subject to the approval by the Court, the Interim Order shall providethat:

(a) the securities of Linear for which holders shall be entitled to vote on the Arrangement Resolution shall be the Linear Shares;
(b) the Linear Shareholders shall be entitled to vote on the Arrangement Resolution, with each Linear Shareholder being entitled to one vote for each Linear Share held by such holder; and
(c) the requisite majority for the approval of the Arrangement Resolution shall the majority prescribed by the Articles of Linear.

2.3 Information Circular and Meetings

As promptly as practical following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Linear shall:

(a) prepare the Information Circular and cause such circular to be mailed to the Linear Shareholders and filed with applicable regulatory authorities and other governmental authorities in all jurisdictions where the same are required to be mailed and filed; and
(b) convene the Linear Meeting.

2.4 Effective Date

The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.

2.5 United States Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all securities to be issued pursuant to the Arrangement will be issued in reliance on the exemption under Section 3(a)(10) of the Securities Act of 1933, as amended (the "Section 3(a)(10) Exemption"). To ensure the availability of the Section 3(a)(10) Exemption, Spinco agrees that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;
(c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Linear Shareholders subject to the Arrangement;
(d) the Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the Linear Shareholders pursuant to the Arrangement;
(e) the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Linear Shareholders pursuant to the Arrangement;
(f) Linear will ensure that each person entitled to receive securities pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; and
(g) the Interim Order will specify that each person entitled to receive securities pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time.

ARTICLE 3 COVENANTS

3.1 Covenants Regarding the Arrangement

From the date hereof until the Effective Date, the Parties will use all reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to agreements, leases and other contracts;
(b) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; and
(c) to effect all necessary registrations and filings and submissions of information requested by governmental authorities required to be effected by it in connection with the Arrangement.

Spinco agreesto comply with the terms and conditions and assume all obligations pursuant to the underlying agreements related to the Assets.

3.2 Covenants Regarding Execution of Documents

(a) The Parties will perform all such acts and things, and execute and deliver allsuch agreements, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

3.3 Giving Effect to the Arrangement

The Arrangement shall be effected in the following manner:

(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the Linear Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, Linear shall call the Linear Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the Linear Shareholders;
(d) If the Linear Shareholders approve the Arrangement, Linear shall thereafter (subject to the exercise of any discretionary authority granted to Linear's Board by the Linear Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, Linear shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

Each of the Parties hereby represents and warrants to the other that:

(a) It is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of existence, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;
(b) It has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered by it;
(c) Neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its constating or governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and
(d) No dissolution, winding up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise;

(b) the Arrangement Resolution shall have been passed by the Linear Shareholders at the Linear Meeting in accordance with the Arrangement Provisions, the constating documents of Linear, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the Spinco Shareholder to the extent required by, and in accordance with, the Arrangement Provisions and the constating documents of Spinco;
(d) the Final Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably;
(e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each inform acceptable to theParties;
(f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement; and
(g) this Agreement shall not have been terminated under Article 7.

Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by any of the Parties, as the case may be, at its discretion.

5.2 Closing

Unless this Agreement is terminated earlier pursuant to the provisions hereof, the Parties shall meet at the offices of Linear, or such other location as agreed to by the Parties, at 11:00 a.m. (Vancouver time) on such date as they may mutually agree (the "Closing Date"), and each of them shall deliver to the other of them:

(a) the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date shall be dated as of, or become effective on, the Effective Date and shall be held in escrow to be released upon the occurrence of the Effective Date; and
(b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

5.3 Merger of Conditions

The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4 Merger of Representations and Warranties

The representations and warranties in §4.1 shall be conclusively deemed to be correct as of the Effective Date and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6 AMENDMENT

6.1 Amendment

This Agreement may at any time and from time to time before or after the holding of the Linear Meeting be amended by written agreement of the Parties hereto without, subject to Applicable Laws, further notice to or authorization on the part of their respective securityholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive ormodify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment reduces or materially adversely affects the consideration to be received by a Linear Shareholder without approval by the Linear Shareholders, given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

ARTICLE 7 TERMINATION

7.1 Termination

Subject to §7.2, this Agreement may at any time before or after the holding of the Linear Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Linear Board without further action on the part of the Linear Shareholders, or by the board of directors of Spinco without further action on the part of the respective Spinco Shareholder and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the boards of directors of Linear and Spinco, respectively, to elect to terminate this Agreement and discontinue effortsto effect the Arrangement for whatever reasons it may consider appropriate.

7.2 Cessation of Right

The right of any of the Parties or any other party to amend or terminate the Plan of Arrangement pursuant to §6.1 and §7.1 shall be extinguished upon the occurrence of the Effective Date.

ARTICLE 8 NOTICES

8.1 Notices

All notices which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally or by electronic transmission, in each case to the attention of the senior officer at the following addresses or at such other address as shall be specified by a Party by like notice:

In the case of LINEAR MINERALS CORP.:

700 West Georgia Street, 25th floor, Vancouver, BC V7Y1B3 Attention: Gurminder Sangha, CEO

In the case of WESTLINEAR MINERALS CORP.:

101- 15315 31St. Avenue, Surrey BCV3Z6X2 Attention: Gurminder Sangha, Director

the address as the Parties may, from time to time, advise to the other Parties hereto by notice in writing. Any notice that is delivered to such address shall be deemed to be delivered on the date of delivery if delivered on a Business Day prior to 4:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 4:00 p.m. or on a non-Business Day. Any notice delivered by facsimile transmission shall be deemed to be delivered on the date of transmission if delivered on a Business Day prior to 4:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 4:00 p.m. or on a non-Business Day.

ARTICLE 9 GENERAL

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other Parties hereto.

9.2 Disclosure

Each Party shall receive the prior consent, not to be unreasonably withheld, of the other Parties prior to issuing or permitting any director, officer, employee or agent to issue, any press release or other written statement with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, if any Party is required by law or administrative regulation to make any disclosure relating to the transactions contemplated herein, such disclosure may be made, but that Party will consult with the other Parties as to the wording of such disclosure prior to its being made.

9.3 Costs

Linear will cover the costs and expenses in connection with the transactions contemplated hereby.

9.4 Severability

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(a) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and
(b) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

9.5 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of any other Party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

9.6 Time of Essence

Time shall be of the essence of this Agreement.

9.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia. Each of the Parties hereto hereby irrevocably and unconditionally consents to and submits to the jurisdiction of the courts of the Province of British Columbia in respect of all actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts) and further agrees that service of any process, summons, notice or document by single registered mail to the addresses of the parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

9.8 Waiver

No waiver by any Party shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.

9.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Execution of this Agreement electronically or manually, and the electronic delivery of this Agreement in counterparts shall constitute valid delivery of the same.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

LINEAR MINERALS CORP.

Per: "Gurminder Sangha" Gurminder Sangha, CEO, Director Authorized Signatory

WESTLINEAR MINERALS CORP.

Per: "Gurminder Sangha" Gurminder Sangha, Director Authorized Signatory

SCHEDULE A TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) S.B.C. 2002, c. 57

ARTICLE 1. INTERPRETATION

1.1 Terms used in this Plan of Arrangement have the same meaning as the terms used in the Arrangement Agreement.
1.2 The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.
1.3 Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.
1.4 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, governments, regulatory authorities, and other entities.
1.5 In the event that the date on which any action is required to be taken hereunder by any of the Parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.
1.6 References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

ARTICLE 2. ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant and subject to the provisions of, and forms part of, the Arrangement Agreement.
2.2 This Plan of Arrangement will become effective in accordance with its terms and be binding on the Effective Date on the Linear Shareholders.

ARTICLE 3. ARRANGEMENT

3.1 On the Effective Date, the following shall occur and be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the Parties, but subject to the provisions of Article 6:
(a) subject to the obtaining the required approvals, Linear will transfer the Assets to Spinco in consideration for the number equal to the number of Linear Shares as of the Share Distribution Record Date of the Spinco Shares multiplied by the Conversion Factor (collectively the "Distributed Spinco Shares"). The central securities register of Spinco shall be amended accordingly.
(b) The authorized share capital of Linear will be altered by:
(i) changing the identifying name of the Linear Shares to Class A common shares without par value, being the "Linear Class A Common Shares";
(ii) creating a class consisting of an unlimited number of common shares without par value (the "New Linear Shares); and
(iii) creating a class consisting of an unlimited number of Class A preferred shares without par value, having the rights and restrictions described in Schedule A to the Plan of Arrangement, being the "Linear Class A Preferred Shares".
(c) Each issued Linear Class A Common Share will be exchanged for one New Linear Share and one Linear Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the Linear Class A Common Shares will be removed from the central securities register of Linear and will be added to the central securities register as the holders of the number of New Linear Shares and Linear Class A Preferred Shares that they have received on the exchange.
(d) All of the issued Linear Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Linear and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the Linear Class A Common Shares immediately prior to the Effective Date will be allocated between the New Linear Shares and the Linear Class A Preferred Shares so that the aggregate paid up capital of the Linear Class A Preferred Shares is equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, and each Linear Class A Preferred Share so issued will be issued by Linear at an issue price equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, divided by the number of issued Linear Class A Preferred Shares, such aggregate fair market value of the Distributed Spinco Shares to be determined as at the Effective Date by resolution of the board of directors of Linear. Linear will redeem the issued Linear Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of Linear Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of Linear Class A Preferred Shares held by such holder multiplied by the Conversion Factor.
(e) Linear will redeem the issued Linear Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of Linear Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of Linear Class A Preferred Shares held by such holder multiplied by the Conversion Factor;
(f) The name of each holder of Linear Class A Preferred Shares will be removed as such from the central securities register of Linear, and all of the issued Linear Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of Linear.
(g) The Distributed Spinco Shares transferred to the holders of the Linear Class A Preferred Shares pursuant to § 3.1 (e) above will be registered in the names of the former holders of Linear Class A Preferred Shares and appropriate entries will be made in the central securities registers ofSpinco.
(h) The Linear Class A Common Shares and the Linear Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in §3.1 (e) and §3.1 (g) and above are completed, will be cancelled and the authorized share structure of Linear will be changed by eliminating the Linear Class A Common Shares and the Linear Class A Preferred Shares therefrom.
(i) The Notice of Articles of Linear will be amended to reflect the changes to its authorized share structure made pursuant to the Plan of Arrangement.
3.2 Notwithstanding §3.1(e) and §3.1(i) no fractional Spinco Shares shall be distributed to the Linear Shareholders, as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number. Any Distributed Spinco Shares not distributed as a result of this rounding down shall be dealt with as determined by the board of directors of Linear in its absolute discretion.
3.3 The holders of the Linear Class A Common Shares and the holders of New Linear Shares and Linear ClassA Preferred Shares referred to in §3.1(c), and the holders of the Linear Class A Preferred Shares referred to in §3.1 (e), §3.1(f) and §3.1(g), shall mean in all cases those persons who are Linear Shareholders at the close of business on the Share Distribution Record Date, subject to Article 5.
3.4 In addition to the chronological order in which the transactions and events set out in §3.1 shall occur and shall be deemed to occur, the time on the Effective Date for the redemption of the Linear Class A Preferred Shares set out in §3.1(e) shall occur and shall be deemed to occur on the Effective Date.
3.5 All New Linear Shares, Linear Class A Preferred Shares and Spinco Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.
3.6 The Arrangement shall become final and conclusively binding on the Linear Shareholders and Spinco Shareholders and the Parties on the Effective Date.
3.7 Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in §3.1 including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, and any necessary additions to or deletions from share registers.

ARTICLE 4. CERTIFICATES

4.1 Recognizing that the Linear Shares shall be re-designated as Linear Class A Common Shares pursuant to §3.1(b)(i) and that the Linear Class A Common Shares shall be exchanged partially for New Linear Shares and Linear Class A Preferred Shares pursuant to §3.1(c), Linear shall not issue replacement share certificates representing the Linear Class A Common Shares.
4.2 Recognizing that the Distributed Spinco Shares shall be transferred to the Linear Shareholders as consideration for the redemption of the Linear Class A Preferred Shares pursuant to §3.1(e), Spinco shall issue one share certificate representing all of the respective Distributed Spinco Shares, registered in the name of Linear, which share certificate shall be held by the Depositary until the Distributed Spinco Shares are transferred to the Linear Shareholders and such certificate shall then be cancelled by the Depositary. To facilitate the transfer of the Distributed Spinco Shares to the Linear Shareholders as of the Share Distribution Record Date, Linear shall execute and deliver to the Depositary and the Transfer Agent an irrevocable power of attorney, authorizing them to distribute and transfer the Distributed Spinco Shares to such Linear Shareholders in accordance with the terms of this Plan of Arrangement and Spinco shall deliver a treasury order or such other direction to effect such issuance to the Transfer Agent as requested by it.
4.3 Recognizing that all of the Linear Class A Preferred Shares issued to the Linear Shareholders pursuant to §3.1(c) will be redeemed by Linear as consideration for the distribution and transfer of the Distributed Spinco Shares under §3.1(e), Linear shall issue one share certificate representing all of the Linear Class A Preferred Shares issued pursuant to §3.1(c) and §3.1(e) in the name of the Depositary, for the benefit of the Linear Shareholders until such Linear Class A Preferred Shares are redeemed, and such certificate shall then be cancelled.
4.4 As soon as practicable after the Effective Date, Spinco shall cause (through the Transfer Agent) to be issued to the registered holders of Linear Shares as of the Share Distribution Record Date, share certificates or direct registration statements representing the respective Spinco Shares to which they are entitled pursuant to this Plan of Arrangement and shall cause such share certificates or direct registration statements ("DRS") to be mailed to such registered holders.
4.5 From and after the Effective Date, share certificates representing Linear Shares immediately before the Effective Date, except for those deemed to have been cancelled pursuant to Article 5, shall for all purposes be

deemed to be share certificates representing New Linear Shares, and no new share certificates shall be issued with respect to the New Linear Shares issued in connection with the Arrangement.

4.6 Linear Shares traded, if any, after the Share Distribution Record Date and prior to the Effective Date shall represent New Linear Shares, and shall not carry any right to receive a portion of the Distributed Spinco Shares.
4.7 To save time and resources, the Spinco may implement the share exchanges described in §3.1 by a single treasury order and all share issuances and cancelations described in §3.1 shall be deemed to have occurred.

ARTICLE 5. DISSENTING SHAREHOLDERS

5.1 Notwithstanding §3.1 hereof, holders of Linear Shares may exercise rights of dissent (the "Dissent Right") in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 237 – 247 of the BCBCA (collectively, the "Dissent Procedures").
5.2 Linear Shareholders who duly exercise Dissent Rights with respect to their Linear Shares ("Dissenting Shares") and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Linear for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Linear Shareholder and shall receive New Linear Shares and Spinco Shares on the same basis as every other non-dissenting Linear Shareholder, and in no case shall Linear be required to recognize such person as holding Linear Shares on or after the Effective Date.
5.3 If a Linear Shareholder exercises the Dissent Right, Linear shall, on the Effective Date, set aside and not distribute that portion of the Distributed Spinco Shares that is attributable to the Linear Shares for which the Dissent Right has been exercised. If the dissenting Linear Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Linear shall distribute to such Linear Shareholder his, her or its pro-rata portion of the respective Distributed Spinco Shares. If an Linear Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Linear shall retain the portion of Distributed Spinco Shares attributable to such Linear Shareholder (collectively, the "Non-Distributed Shares"), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Linear in its absolute discretion.

ARTICLE 6. AMENDMENTS

6.1 The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement must be:
(a) set out in writing;
(b) filed with the Court and, if made following the Linear Meeting, approved by the Court; and
(c) communicated to holders of Linear Shares and Spinco Shares, as the case may be, if and as required by the Court.
6.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Linear at any time prior to the Linear Meeting with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Linear Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
6.3 Linear, with the consent of the other parties, may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the Linear Meeting and prior to the Effective Date with the approval of the Court.
6.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by the Parties, provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any of the Parties or any former holder of Linear Shares and Spinco Shares as the case may be.

ARTICLE 7. REFERENCE DATE

7.1 This Plan of Arrangement is dated for reference August 1, 2025.

SCHEDULE A TO THE PLAN OF ARRANGEMENT

SPECIAL RIGHTS AND RESTRICTIONS FOR CLASS A PREFERRED SHARES

The Class A Preferred Shares as a class has or shall have attached to them the following special rights and restrictions:

Definitions

(1) In these Special Rights and Restrictions,
(a) "Arrangement" means the arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) S.B.C 2002, c.57 as contemplated by the Arrangement Agreement,
(b) "Arrangement Agreement" means the Arrangement Agreement dated as of August 1, 2025 between LINEAR MINERALS CORP. (the "Company") and WESTLINEAR MINERALS CORP.,
(c) "Old Common Shares" means the common shares in the authorized share structure of the Company that have been re-designated as the Linear Class A Common Shares without par value pursuant to the Plan of Arrangement,
(d) "Effective Date" means the date upon which the Arrangement becomes effective,
(e) "New Linear Shares" means the common shares without par value created in the authorized share structure of the Company pursuant to the Plan of Arrangement, and
(f) "Plan of Arrangement" means the Plan of Arrangement attached as Schedule "A" to the Arrangement Agreement.
(2) The holders of the Class A Preferred Shares are not as such entitled to receive notice of, nor to attend or vote at, any general meeting of the shareholders of the Company.
(3) Class A Preferred Shares shall only be issued on the exchange of Old Common Shares for New Linear Shares and Class A Preferred Shares pursuant to and in accordance with the Plan of Arrangement.
(4) The capital to be allocated to the Class A Preferred Shares shall be the amount determined in accordance with §3.1(d) of the Plan of Arrangement.
(5) The Class A Preferred Shares shall be redeemable by the Company pursuant to and in accordance with the Plan of Arrangement.
(6) Any Class A Preferred Share that is or is deemed to be redeemed pursuant to and in accordance with the Plan of Arrangement shall be cancelled and may not be reissued.

SCHEDULE B TO THE ARRANGEMENT AGREEMENT

ASSETS

Pontax West Lithium Property

List of Mineral Claims owned 100 % by Linear Minerals Corp. to be transferred to Westlinear Minerals Corp.

NTS Sheet	Type of Title	Bloc k	Title No	Status	Date of Registration	Expiry Date	Area (Ha)	Required Work	Required Fees
NTS 32N14	CDC	9	2786006	Active	2023-08-16	2026-08-15	53.27	\$1,200.00	\$73.25
NTS 32N14	CDC	9	2786007	Active	2023-08-16	2026-08-15	53.27	\$1,200.00	\$73.25
NTS 32N14	CDC	9	2786008	Active	2023-08-16	2026-08-15	53.27	\$1,200.00	\$73.25
NTS 32N14	CDC	10	2786009	Active	2023-08-16	2026-08-15	53.26	\$1,200.00	\$73.25
NTS 32N14	CDC	10	2786010	Active	2023-08-16	2026-08-15	53.26	\$1,200.00	\$73.25
NTS 32N14	CDC	10	2786011	Active	2023-08-16	2026-08-15	53.26	\$1,200.00	\$73.25
NTS 32N14	CDC	10	2786012	Active	2023-08-16	2026-08-15	53.26	\$1,200.00	\$73.25
NTS 32N14	CDC	11	2786013	Active	2023-08-16	2026-08-15	53.25	\$1,200.00	\$73.25
NTS 32N14	CDC	11	2786014	Active	2023-08-16	2026-08-15	53.25	\$1,200.00	\$73.25
NTS 32N14	CDC	11	2786015	Active	2023-08-16	2026-08-15	53.25	\$1,200.00	\$73.25
NTS 32N14	CDC	11	2786016	Active	2023-08-16	2026-08-15	53.25	\$1,200.00	\$73.25
NTS 32N14	CDC	12	2786017	Active	2023-08-16	2026-08-15	53.24	\$1,200.00	\$73.25
NTS 32N14	CDC	12	2786018	Active	2023-08-16	2026-08-15	53.24	\$1,200.00	\$73.25
NTS 32N14	CDC	12	2786019	Active	2023-08-16	2026-08-15	53.24	\$1,200.00	\$73.25
NTS 32N14	CDC	13	2786020	Active	2023-08-16	2026-08-15	53.23	\$1,200.00	\$73.25
NTS 32N14	CDC	13	2786021	Active	2023-08-16	2026-08-15	53.23	\$1,200.00	\$73.25
NTS 32N14	CDC	13	2786022	Active	2023-08-16	2026-08-15	53.23	\$1,200.00	\$73.25
NTS 32N14	CDC	13	2786023	Active	2023-08-16	2026-08-15	53.23	\$1,200.00	\$73.25
NTS 32N14	CDC	14	2786024	Active	2023-08-16	2026-08-15	53.22	\$1,200.00	\$73.25
NTS 32N14	CDC	14	2786025	Active	2023-08-16	2026-08-15	53.22	\$1,200.00	\$73.25
NTS 32N14	CDC	14	2786026	Active	2023-08-16	2026-08-15	53.22	\$1,200.00	\$73.25
NTS 32N14	CDC	14	2786027	Active	2023-08-16	2026-08-15	53.22	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2786028	Active	2023-08-16	2026-08-15	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2786029	Active	2023-08-16	2026-08-15	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2786030	Active	2023-08-16	2026-08-15	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2786031	Active	2023-08-16	2026-08-15	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2786032	Active	2023-08-16	2026-08-15	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2786033	Active	2023-08-16	2026-08-15	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2786034	Active	2023-08-16	2026-08-15	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2786035	Active	2023-08-16	2026-08-15	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2786036	Active	2023-08-16	2026-08-15	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786037	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786038	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786039	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786040	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786041	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2786042	Active	2023-08-16	2026-08-15	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2786043	Active	2023-08-16	2026-08-15	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2786044	Active	2023-08-16	2026-08-15	53.18	\$1,200.00	\$73.25

NTS Sheet	Type of Title	Bloc k	Title No	Status	Date of Registration	Expiry Date	Area (Ha)	Required Work	Required Fees
NTS 32N14	CDC	18	2786045	Active	2023-08-16	2026-08-15	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2786046	Active	2023-08-16	2026-08-15	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2786047	Active	2023-08-16	2026-08-15	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2787073	Active	2023-08-20	2026-08-19	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	15	2787074	Active	2023-08-20	2026-08-19	53.21	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2787075	Active	2023-08-20	2026-08-19	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2787076	Active	2023-08-20	2026-08-19	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2787077	Active	2023-08-20	2026-08-19	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2787078	Active	2023-08-20	2026-08-19	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	16	2787079	Active	2023-08-20	2026-08-19	53.2	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2787080	Active	2023-08-20	2026-08-19	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2787081	Active	2023-08-20	2026-08-19	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2787082	Active	2023-08-20	2026-08-19	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2787083	Active	2023-08-20	2026-08-19	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	17	2787084	Active	2023-08-20	2026-08-19	53.19	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787085	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787086	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787087	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787088	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787089	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	18	2787090	Active	2023-08-20	2026-08-19	53.18	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2787091	Active	2023-08-20	2026-08-19	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2787092	Active	2023-08-20	2026-08-19	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2787093	Active	2023-08-20	2026-08-19	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2787094	Active	2023-08-20	2026-08-19	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	19	2787095	Active	2023-08-20	2026-08-19	53.17	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787096	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787097	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787098	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787099	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787100	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787101	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
NTS 32N14	CDC	20	2787102	Active	2023-08-20	2026-08-19	53.16	\$1,200.00	\$73.25
						Total	3,830.65 Ha	\$86,400
Total Claims			72		Total Area

The above mineral claims are subject to a royalty (the "GMR Royalty"), being equal to three percent (3.0%) of the Net Smelter Returns pursuant to the Option Agreement between Linear Minerals Corp. and Mr. Afzaal Pirzada dated October 13, 2023 (the "Option Agreement").

APPENDIX C - INTERIM ORDER

NO. S-256429

m _J VANCOUVER REGISTRY

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LINEAR MINERALS CORP., WESTL1NEAR MINERALS CORP. AND THE SHAREHOLDERS OF LINEAR MINERALS CORP.

LINEAR MINERALS CORP.

PETITIONER

ORDER MADE AFTER APPLICATION

INTERIM ORDER

BEFORE ASSOCIATE JUDGE THE 28'" DAY OF AUGUST, 2025

ON THE APPLICATION WITHOUT NOTICE of the Petitioner, LINEAR MINERALS CORP. ("LINEAR") for an interim order (the "Interim Order") pursuant to its Petition dated August 26, 2025, coming ow for hearing at Vancouver, British Columbia, on the 28th day of August, 2025, and on hearing Linas Antanavicius, counsel for the Petitioner, and upon reading the Petition herein and the Affidavit #1 ofGurminder Sangha made on August 26, 2025 and the pleadings filed herein:

THIS COURT ORDERS that:

Definitions

As used in this Order, unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the notice of meeting and management information circular (the "Circular") for the annual general and special meeting (the "Meeting") ofshareholders of LINEAR (the "LINEAR Shareholders") attached as Exhibit "B" to the Affidavit of Gurminder Sangha sworn on August 26, 2025 (the "Sangha Affidavit").

The Meeting

2- Pursuant to Sections 289 and 291 ofthe Business Corporations Act, S.B.C., 2002, c. 57, as amended (the "BCBCA"), LINEAR is authorized and directed to call, hold and conduct the Meeting of the LINEAR Shareholders to be held at 10:00 a.m. (Vancouver time) on October 22, 2025 at Suite 780- 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 or any other location in British Columbia to:

(a) consider, and ifthought advisable, to pass, with or without amendment, a special resolution (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") under section 288 of the BCBCA, the full text of which resolution is set forth in Appendix Ato, and all as more particularly described in the Circular; and
(b) consider other matters, including without limitation such amendments or variations to the foregoing matters, as may properly come before the Meeting or any adjournment thereof.

3- T»e Meeting shall be called, held and conducted in accordance with the BCBCA, the Circular and the articles of LINEAR, subject to the terms of this Interim Order, and any further Order of this Court, and the rulings and directions ofthe Chair ofthe Meeting, such rulings and directions not to be inconsistent with this Interim Order.

Adjournment of the Meeting

4- LINEAR, if it deems advisable, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity offirst convening the Meeting or first obtaining any vote ofthe LINEAR Shareholders respecting the adjournment or postponement and without the need for approval ofthe Court. Notice of any such adjournments or postponements shall be given by news release, newspaper advertisement, or by notice sent to LINEAR Shareholders by one of the methods specified in paragraph 9 ofthis Interim Order.

The Record Date (as defined in paragraph 7 below) shall not change in respect of adjournments or postponements ofthe Meeting.

Amendments

Prior to the Meeting, LINEAR is authorized to make such amendments, revisions or supplements to the Arrangement in accordance with the Arrangement Agreement without any additional notice to the LINEAR Shareholders, and the Arrangement as so amended, revised and supplemented shall be the Arrangement submittedto the Meeting, and the subject ofthe Arrangement Resolution.

Record Date

The record date for determining the LINEAR Shareholders entitled to receive notice of, attend and vote at the Meeting shall be August 25, 2025 (the "Record Date"), as previously approved by the board of directors of LINEAR (the "Board") or such other date as the Board may determine as disclosed to the LINEAR Shareholders in the manner they see fit.

The Meeting Materials

The Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of Section 290(1 )(a) of the BCBCA, and LINEAR shall not be required to send to the LINEAR Shareholders any other or additional statement pursuant to Section 290(l)(a) ofthe BCBCA.
The Circular, form of proxy and voting instructions in substantially the same form as contained in Exhibits "B", "C" and "D" to the Affidavit #1 of Gurminder Sangha (collectively, the "Meeting Materials"), with such deletions, amendments, corrections or additions thereto as counsel for the Petitioner may advise are necessary or desirable, provided that such amendments are not inconsistent with the terms ofthis Interim Order, shall be sent to:
(a) the LINEAR Shareholders as they appear on the securities registers of LINEAR as at the Record Date, such Meeting Materials to be sent at least twenty-one (21) days prior to the date of theMeeting by oneor more of the following methods:
(i) by prepaid ordinary or air mail addressed to the LINEAR Shareholder at his, her or its address as it appears on the applicable register of holders of LINEAR as at the Record Date;
(ii) by delivery in person or by delivery to the addresses specified in paragraph 9 (a)(i) above; or
(iii) by email or facsimile transmission to any LINEAR Shareholder who identifies himself, herself or itself to the satisfaction of LINEAR, acting through its representatives, who requests such email or facsimile transmission; and
(b) in the case of non-registered LINEAR Shareholders, by providing copies of the Meeting Materials to intermediaries and registered nominees for sending to beneficial owners;

and substantial compliance with this paragraph shall constitute good and sufficient notice ofthe Meeting.

Accidental failure of or omission by LINEAR to give notice to any one or more LINEAR Shareholders, or the non-receipt of such notice by one or more LINEAR Shareholders, or any failure or omission to give such notice as a result of events beyond the reasonable control of LINEAR (including, without limitation, any inability to use postalservices), shall not constitute a breach ofthis Interim Order or, in relation to notice to LINEAR Shareholders, a defect in the calling of the Meeting, and shall not invalidate any resolution passed or proceeding taken at the Meeting, but if any such failure or omission is brought to the attention of LINEAR then it shall use reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

Deemed Receipt of Meeting Materials

The Meeting Materials shall be deemed, for the purposes of this Order, to have been received:
(a) in the case of mailing, the day, Saturdays and holidays excepted, following the date ofmailing;
(b) in the case of delivery in person, the day following personal delivery or the day following delivery to the person's address in paragraph 9 above; and
(c) in the case of any means of transmitted, recorded or electronic communication, when dispatched or delivered for dispatch.

Updating Meeting Materials

Notice of any amendments, updates or supplement to any of the information provided in the Meeting Materials may be communicated to the LINEAR Shareholders by news release, newspaper advertisement or by notice sent to the LINEAR Shareholders by any ofthe means setforth in paragraph 9 herein, as determined to be the most appropriate method of communication by the Board.

Quorum and Voting

The quorum for the Meeting shall be the quorum for the approval of a special resolution pursuant to the articles of LINEAR.
The votes taken at the Meeting shall be taken on the basis of one vote per common share and the vote required to pass the Arrangement Resolution shall bethe affirmative vote of at least 66 2/3% ofthe aggregate votes cast by the LINEAR Shareholders, voting as a single class, present in person or represented by proxy at the Meeting.
In all other respects, the terms, restrictions and conditions of the articles of LINEAR will apply in respect of the Meeting.

Permitted Attendees

The only persons entitled to attend the Meeting shall be the registered LINEAR Shareholders or their respective proxyholders as ofthe Record Date, LINEAR's Board, officers, auditors, the directors, officers, auditors and advisors of LINEAR, and any other person admitted on the invitation ofthe Chair or with the consent ofthe Meeting, and the only persons entitled to be represented and to voteat the Meeting shall be the registered LINEAR Shareholders as at the close of business on the Record Date, or their respective proxyholders.

Scrutineers

A representative of LINEAR's registrar and transfer agent (or any agent thereof) is authorized to act as scrutineer for the Meeting.

Solicitation ofProxies

LINEAR is authorized to use the form of proxy in connection with the Meeting, in substantially the same form as attached as Exhibit "C" to the Affidavit #1 ofGurminder Sangha and LINEAR may in its discretion waive generally the time limits for deposit of proxies by LINEAR Shareholders if LINEAR deems it reasonable to do so. LINEAR is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine.
The procedure for the use of proxies at the Meeting shall be as set out in the Meeting Materials.

Dissent Rights

Each of the LINEAR Shareholders may exercise rights, of dissent ("Dissent Rights") under Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement with respect to common shares of LINEAR in connection with the Arrangement, provided that the notice of dissent contemplated by Section 242 ofthe BCBCA must be received by LINEAR at its head office at 700 West Georgia St., 25th Floor, Vancouver, British Columbia, V7Y 1B3, Canada, Attention: CEO, by 10:00 a.m. (Vancouver time) on October 20, 2025, or two business days prior to the date ofthe Meeting or any date to which the Meeting may be postponed or adjourned.

Application for Final Order

Upon the approval, with or without variation by the LINEAR Shareholders of the Arrangement, in the manner set forth in this Interim Order, LINEAR may apply to this Court for, inter alia, an Order:
(a) pursuant to BCBCA Section 291 (4)(a) approving the Arrangement; and
(b) pursuant to BCBCA Section 291(4)(c) declaring that the terms and conditions of the Arrangement are fair and reasonable (both procedurally and substantively).

(collectively, the "Final Order")

and that the hearing ofthe Final Order will be held on October 29, 2025 at 9:45 a.m. (Vancouver time) at the Courthouse at 800 Smithe Street, Vancouver, British Columbia orassoon thereafter asthe hearing of theFinal Order can be heard or atsuch other date and time as thisCourt maydirect.

The form of Notice of Hearing of Petition, attached as Appendix "E" to the Circular, is hereby approved as the form of notice of proceedings for such approval.
Any LINEAR Shareholder has the right to appear (either in person or by counsel) and make submissions at the hearingof the application for the FinalOrder.
Any LINEAR Shareholder, director or auditor of the Petitioner, or any other interested party with leave ofthe Court, may appear at the hearing ofthe Final Order provided that such person shall file aResponse to the Petition herein in the form prescribed by the Rules ofCourt ofthe Supreme Court ofBritish Columbia, and deliver a copy ofthe filed Response, together with a copy of all material on which such person intends to rely at the hearing, to counsel for the Petitioner at its address for delivery as set out in the Petition, on or before 4:00 p.m. (Vancouver Time) on October 27, 2025, or as the Court may otherwise direct.

25- Sending the Notice of Hearing of Petition and this Interim Order as attached to the Circular in accordance with paragraph 9 ofthis Order shall constitute good and sufficient service ofthe within proceedings and no other form ofservice need be made and no other material need be served on such persons in respect ofthese proceedings and that service ofthe affidavits in support is dispensed with.

26- In the event the hearing for the Final Order is adjourned, only those persons who have filed and delivered a Response to Petition in accordance with this Interim Order need be served with materials filed in this proceeding and provided with notice ofthe adjourned hearing date.

Variance and Further Court Orders

21• Tne Petitioner shall be entitled, at any time, to apply to vary this Interim Order or to apply forfurther Orders as may be appropriate.

28. British Columbia Supreme Court Civil Rules 8-1 and 16-1(3) will not apply to any further applications in respect ofthis proceeding, including the application for the Final Order and any application to varythisInterim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Linas Antanavicius COUNSEL FOR THE PETITIONER

BY THE COURT

APPENDIX D - DISSENT PROCEDURES

Pursuant to the Interim Order, Linear Shareholders have the right to dissent to the Arrangement. Such right of dissent is described in the Circular. See Rights of Dissent for details of the right to dissent and the procedure for compliance with the right of dissent. The full text of Sections 237 to 247 of the BCBCA is set forth below. Note that certain provisions of Sections 237 to 247 have been modified by the Interim Order.

SECTIONS 237 TO 247 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Definitions and application

237 (1) In this Division:

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

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

"payout value" means,

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

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

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that
(a) the court orders otherwise, or
(b) in the case of a right of dissent authorized by a resolution referred to in section
238 (1)(g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

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

(a) under section 260, in respect of a resolution to alter the articles (i) to alter restrictions on the powers of the company or on the business it is permitted to carry on;
(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301(5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.
(2) A shareholder wishing to dissent must
(a) prepare a separate notice of dissent under section 242 for
(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,
(b) identify in each notice of dissent, in accordance with section 242(4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.
(3) Without limiting subsection (2), a person who wishesto have dissent exercised with respect to shares of which the person is the beneficial owner must
(a) dissent with respect to all of the shares, if any, of which the person is boththe registered ownerand the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person isthe beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.
(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must
(a) provide to the company a separate waiver for
- (i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
- (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

the beneficial owner, and (a) the shareholder in respect of the shares of which the shareholder is both the registered owner and (b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

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

Notice of resolution

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

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

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

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

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

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

Notice of court orders

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

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

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(a), (b), (c), (d), (e) or (f) must,
(a) if the company has complied with section 240(1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240(3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240(1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
(i) the date on which the shareholder learns that the resolution was passed, and
(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.
1. A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(g) mustsend written notice of dissent to the company
(a) on or before the date specified by the resolution or in the statement referred to in section 240(2)(b) or (3)(b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) ofthis section.

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

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

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

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and
(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

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

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,
(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
- (i) the date on which the company forms the intention to proceed, and
- (ii) the date on which the notice of dissent was received, or
(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.
(2) A notice sent under subsection (1) (a) or (b) of this section must
(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority ofthe resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

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

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and if section 242(4)(c) applies, a written statement that complies with subsection of this section.
(2) The written statement referred to in subsection (1)(c) must
(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.
(3) After the dissenter has complied with subsection (1),
(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

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

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

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

Payment for notice shares

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

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

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

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

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

(a) pay to each dissenter who has complied with section 244(1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),
(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the

company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

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

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

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

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

Shareholders entitled to return of shares and rights

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

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

APPENDIX E - NOTICE OFHEARING

NO. S -256429 VANCOUVER REGISTRY

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LINEAR MINERALS CORP., WESTLINEAR MINERALS CORP. AND THE SHAREHOLDERS OF LINEAR MINERALS CORP.

LINEAR MINERALS CORP.

PETITIONER

NOTICE OF HEARING

To: The Shareholders of LINEAR MINERALS CORP.

TAKE NOTICE that a Petition has been filed by LINEAR MINERALS CORP. (the "Petitioner") in the Supreme Court of British Columbia for approval of the plan of arrangement (the "Arrangement"), pursuant to the Business Corporations Act, S.B.C 2002, Chapter 57, as amended.

AND TAKE FURTHER NOTICE that by an Interim Order of the Supreme Court of British Columbia, pronounced on August 28, 2025, the Court has given directions as to the calling of a special meeting of the holders of common shares (the "Linear Shareholders") in the capital of the Petitioner for the purpose, inter alia, of considering and voting upon the Arrangement and approving the Arrangement.

AND TAKE FURTHER NOTICE that the Petition of the Petitioner dated August 26, 2025, for a Final Order approving the Arrangement and for a determination that the terms and conditions of the Arrangement are fair to the LINEAR Shareholders shall be heard before the presiding judge in Chambers at the courthouse at 800 Smithe Street, Vancouver, British Columbia on October 29. 2025 at 9:45 a.m. or soon thereafter as counsel may be heard.

A copy of the said Petition and other documents in the proceedings will be furnished to any Linear Shareholder upon request in writing to the Petitioner's counsel at 780 - 789 West Pender Street, Vancouver, BC V6C 1H2.

1. Date of Hearing

S The Petition is unopposed, by consent or without notice.

The date of the hearing has been determined pursuant to the Interim Order. The Petitioner expects that the Petition will be unopposed.

2. Duration of Hearing

@ The time estimate ofthe Petitioner is 15 minutes.

3. Jurisdiction
S This matter is not within the jurisdiction of an associate judge.

Dated at the City of Vancouver, in the Province of British Columbia on August 28, 2025.

Linas Antanavicius COUNSEL FOR THE PETITIONER

This Notice of Hearing is filed by Linas Antanavicius, Barrister & Solicitor whose place of business and address for delivery is 780 - 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

APPENDIX F - AUDITED FINANCIAL STATEMENTS AND MANAGEMENT DISCUSSION AND ANALYIS OF LINEAR MINERALS CORP. FOR THE YEARS ENDED MARCH 31, 2024AND MARCH 31, 2025

FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2024, 2023, and 2022

(Expressed in Canadian dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of FE Battery Metals Corp.,

Opinion on the Financial Statements

We have audited the accompanying financial statements of FE Battery Metals Corp. (the "Company"), which comprise the statements of financial position as at March 31, 2024 and 2023 and the statements of loss and comprehensive loss, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2024 and 2023 and its financial performance and its cash flows for each of the years in the three-year period ended March 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's current assets are not sufficient to finance its operations and administrative expenses. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This issue also constitutes, from our perspective, a critical audit matter.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Exploration and Evaluation Assets – Assessment of Whether Indicators of Impairment Exist

As described in Note 6 to the financial statements, the Company holds the rights to several exploration stage exploration and evaluation assets, which are the Company's primary non-current assets. Note 2(d) to the financial statements explains that the Company capitalizes acquisition costs incurred in acquiring these exploration and evaluation assets. At the end of each reporting period, as discussed in Note 3(c), the carrying amounts of the Company's exploration and evaluation assets are reviewed under IFRS 6 – Exploration and Evaluation of Mineral Resources to determine whether there is any indication that these assets are impaired.

Management considered the following factors to determine whether or not an indicator of impairment exists: (i) whether the period for which the Company has the right to explore its projects has expired or will expire in the near future; (ii) further exploration on its project(s) is neither budgeted nor planned; (iii) whether exploration activities to date have led to the discovery of commercially viable quantities of mineral resources; and (iv) whether there is sufficient data that indicates the carrying amount of the Company's exploration and evaluation assets are unlikely to be recovered in full from successful development and/or sale. Of the factors that must be considered, the judgments associated with the Company's ability and options to develop its projects and the impact of the Company's market capitalization relative to the carrying value of its net assets are the most subjective. Auditing these judgments required a high degree of subjectivity in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort.

The principal considerations for our determination that the assessment of potential impairment is a critical audit matter are: (i) materiality of the aggregate amounts involved in respect to quantum; (ii) the degree of judgment required by management when assessing the recoverability of deferred acquisition costs; and (iii) the required extent of auditor judgment, subjectivity, and effort in performing procedures to evaluate management's assessment.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) testing management's process for determining whether an indicator of impairment exists; (ii) testing the completeness and accuracy of underlying data used in management's assessment and evaluating the reasonableness of the significant estimates and assumptions used by management; and (iii) considering whether the financial statements fairly disclosed the inherent uncertainties applicable to the recoverability of deferred exploration and evaluation asset costs.

Going Concern

The principal considerations for our determination that the going concern uncertainty was a critical audit matter were: (i) that the formal reporting of such uncertainty involves a significant disclosure, the absence of which could constitute a material misstatement to a financial statement reader and, (ii) that, at the same time, it involves on our part the use of a high level of subjective judgement as we are required to consider the possible impact of future events that cannot currently be known and which typically cannot be directly linked to any particular current or future financial results and reporting, or the lack thereof.

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) obtaining and evaluating management's assessment of the Company's ability to remain a going concern; (ii) determining based on all other evidence available to us whether management's assessment appeared to be fair and reasonable in the circumstances and, (iii) considering whether the resultant disclosure of these matters herein was consistent with the foregoing, in the context of the Company's overall business activities, objectives and financial history.

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company's auditor since 2017.

Vancouver, Canada July 29, 2024

Statements of Financial Position

(Expressed in Canadian dollars)

		March 31,	March 31,
	Note	2024	2023
ASSETS
Current Assets
Cash	11	\$ 1,704,908	\$ 3,664,578
Amounts receivable and prepaid expenses	4	436,788	1,104,887
Marketable securities	5	187,425	737,371
Total Current Assets		2,329,121	5,506,836
Non-current Assets
Reclamation deposits		11,000	11,000
Equipment		1,822	2,307
Exploration and evaluation assets	6	6,955,451	7,491,306
Total Non-current Assets		6,968,273	7,504,613
Total Assets		\$ 9,297,394	\$ 13,011,449
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	7	\$ 236,583	\$ 2,434,405
Due to related parties	8	254,869	384,876
Flow-through share premium liability	9, 13	159,579	692,697
Total Liabilities		651,031	3,511,978
SHAREHOLDERS' EQUITY
Share capital	9	59,102,110	54,484,848
Warrants reserve		2,834,521	2,705,754
Share subscriptions		-	19,134
Share-based payments reserve	9	2,889,068	1,833,998
Deficit		(56,179,336)	(49,544,263)
Total Shareholders' Equity		8,646,363	9,499,471
Total Liabilities and Shareholders' Equity		\$ 9,297,394	\$ 13,011,449
Nature of operations	1
Subsequent events	14

Approved and authorized for issue on behalf of the board of directors on July 29, 2024 by:

/s/Gurminder Sangha /s/Jurgen Wolf Director Director

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

			For the years ended March 31,
	Note	2024	2023	2022
Expenses
Consultants and directors fees	8	\$ 111,500	\$ 167,767	\$ 127,833
Exploration and evaluation costs	6	2,583,405	1,820,673	1,609,121
General and administrative		17,013	17,780	16,476
Investor relations		1,093,021	865,808	988,025
Professional fees		132,139	144,396	87,168
Salaries, fees and benefits	8	234,800	200,000	188,021
Shareholder communications		125,844	196,546	763,095
Share-based payments	8	1,786,445	2,190,000	632,450
Loss before other items		(6,084,167)	(5,602,970)	(4,412,189)
Other income (expenses)
Interest income		168	212	156
Gain on option of exploration and evaluation assets		-	832,302	-
Other income (expenses)		30,966	(2,000)	-
Loss on foreign exchange		(2)	(15,850)	-
Unrealized loss on marketable securities	5	(549,946)	(66,899)	-
Flow-through recovery	13	717,679	185,872	200,961
Write-down of exploration and evaluation assets	6	(749,771)	(1,081,250)	(480,250)
Total other income (expense)		(550,906)	(147,613)	(279,133)
Net loss and comprehensive loss for the year		\$ (6,635,073)	\$ (5,750,583)	\$ (4,691,322)
Loss per common share, basic and diluted		\$ (0.14)	\$ (0.22)	\$ (0.28)
Weighted average number of shares outstanding – basic and diluted		47,967,469	26,392,018	16,589,650

Statements of Changes in Equity (Expressed in Canadian dollars)

		Without Par Value	Common Shares
	Note	Shares (i)	Amount	Warrants Reserve	Share Subscription (Receivable)	Share-based Payments Reserve	Deficit	Total Equity (Deficiency)
Balance, March 31, 2021		13,032,307	\$ 38,712,936	\$ 1,586,508	\$ 76,734	\$ 1,201,548 \$	(39,102,358)	\$ 2,475,368
Warrants exercised		61,053	60,350	(11,150)	(35,200)	-	-	14,000
Shares issued for exploration and evaluation assets		4,421,053	5,027,000	-	-	-	-	5,027,000
Private placements		3,022,648	3,099,831	-	-	-	-	3,099,831
Fair value of warrants from private placement		-	(880,124)	880,124	-	-	-	-
Share issue costs		52,148	(76,139)	16,097	(22,400)	-	-	(82,442)
Share-based payments		-	-	-	-	632,450	-	632,450
Net loss for the year		-	-	-	-	-	(4,691,322)	(4,691,322)
Balance, March 31, 2022		20,589,209	45,943,854	2,471,579	19,134	1,833,998	(43,793,680)	6,474,885
Shares issued for exploration and evaluation assets	9	2,642,104	931,526	-	-	-	-	931,526
Private placements	9	15,005,370	5,895,096	-	-	-	-	5,895,096
Fair value of warrants from private placement	9	-	(234,175)	234,175	-	-	-	-
Share issue costs	9	33,355	(241,453)	-	-	-	-	(241,453)
Share-based payments - RSUs	9	3,650,000	2,190,000	-	-	-	-	2,190,000
Net loss for the year		-	-	-	-	-	(5,750,583)	(5,750,583)
Balance, March 31, 2023		41,920,038	54,484,848	2,705,754	19,134	1,833,998	(49,544,263)	9,499,471
Shares issued for exploration and evaluation assets	9	3,058,333	1,995,416	-	-	-	-	1,995,416
Private placements	9	4,442,785	2,140,438	-	-	-	-	2,140,438
Fair value of warrants from private placement	9	-	(128,767)	128,767	-	-	-	-
Share issue costs	9	-	(121,200)	-	-	-	-	(121,200)
Share-based payments - stock options	9	-	-	-	-	1,055,070	-	1,055,070
Share-based payments - RSUs	9	1,425,000	731,375	-	-	-	-	731,375
Share subscriptions	9	-	-	-	(19,134)	-	-	(19,134)
Net loss for the year		-	-	-	-	-	(6,635,073)	(6,635,073)
Balance, March 31, 2024		50,846,156	59,102,110	2,834,521	-	2,889,068	(56,179,336)	8,646,363

(i) The Company completed a 3.8:1 consolidation of its share capital on November 1, 2022. These financial statements are presented on a post-consolidation basis (see Note1).

Statements of Cash Flows

(Expressed in Canadian dollars)

2024 2023 Cash provided by (used in): Operations Net loss for the year \$ (6,635,073) \$ (5,750,583) \$ (4,691,322) Items not involving cash: General and administrative - amortization 485 121 Share-based payments 1,786,445 2,190,000 Unrealized loss on marketable securities 549,946 66,899 Gain on option of exploration and evaluation assets (832,302) - Write-down of amounts payable and share subscriptions (49,134) - Write-down of exploration and evaluation assets 749,771 1,081,250 480,250 Flow-through recovery (717,679) (185,872) Changes in non-cash operating assets and liabilities: Amounts receivable and prepaid expenses 668,099 (328,434) (652,571) Accounts payable and accrued liabilities (333,822) 355,607 (18,164) Due to related parties (130,007) 347,953 (53,442) Cash used in operating activities (4,110,969) (3,055,361) (4,503,760) Investing activities Acquisition of exploration & evaluation assets (52,500) (508,500) (675,000) Exploration and evaluation asset recoveries - 716,377 -			For the years ended March 31,
				2022




				-
				632,450
				-
				-
				-

				(200,961)








Equipment purchases - (2,428)				-
Cash provided by (used in) investing activities (52,500) 205,449				(675,000)
Financing activities
Proceeds from financing 2,324,999 6,620,375				3,200,000
Share issue costs (121,200) (217,371)				(82,442)
Proceeds from exercise of warrants - -				14,000
Cash provided by financing activities 2,203,799 6,403,004				3,131,558
Increase (decrease) in cash during the year (1,959,670) 3,553,092				(2,047,202)
Cash, beginning of the year 3,664,578 111,486				2,158,688
Cash, end of the year \$ 1,704,908 \$ 3,664,578 \$ 111,486
Supplemental information:
Shares issued for exploration and evaluation assets \$ 1,995,416 \$ 931,526 \$ 5,027,000
Fair value of warrants issued in connection with financing \$ 128,767 \$ 234,175 \$ 880,124
Fair value of shares issued to finders \$ - \$ 24,083 \$ 19,134
Fair value of warrants exercised \$ - \$ - \$ 11,150
Exploration and evaluation assets in accounts payable \$ - \$ 1,834,000 \$ 18,000 Write-down of accrued exploration and evaluation acquisition
costs included in accounts payable \$ 1,834,000 \$ - \$ 121,000

1. Nature of Operations and Going Concern

FE Battery Metals Corp. ("FE Battery" or the "Company"), was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.

On October 25, 2022, First Energy Metals Limited changed its name to FE Battery Metals Corp.

On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new post consolidation common share. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.

The Company's head office and principal address is Suite 2421 – 1055 West Georgia Street, Vancouver, B.C., Canada, V6E 3P3. The Company's registered and records office is 25th Floor-700 West Georgia Street, Vancouver, B.C., Canada, V7Y 1B3.

The Company will need to raise sufficient funds asthe Company's current assets are notsufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company's performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing options, the Company has also implemented cost savings measures.

The financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations, and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. There are material uncertainties that cast significant doubt about the appropriateness of the going concern assumption.

2. Basis of Preparation and Material Accounting Policy Information

(a) Statement of Compliance

These financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements ("IAS 1") as issued by the International Accounting Standards Board ("IASB"). The policies applied in these financial statements are based on International Financial Reporting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") issued and outstanding as at July 29, 2024, the date the board of directors approved these financial statements for issue.

(b) Basis of Measurement and Presentation

These financial statements have been prepared using the historical cost convention using the accrual basis of accounting except for some financial instruments, which have been measured at fair value. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.

(c) Cash

Cash consists of cash held in bank accounts. For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(d) Exploration and Evaluation Assets

Exploration and evaluation acquisition costs are considered assets and capitalized at cost. When shares are issued as consideration for exploration and evaluation asset costs, they are valued at the closing share price on the date of issuance. Payments relating to a property acquired under an option or joint venture agreement, where payments are made at the sole discretion of the Company, are recorded in the accounts upon payment. When the technical and commercial viability of a mineral interest has been demonstrated and a development decision has been made, accumulated expenses will be tested for impairment before they are reclassified to assets and amortized on a unit of production basis over the useful life of the ore body following commencement of commercial production.

Costs incurred before the Company has obtained the legal rights to explore an area are expensed. Mineral property exploration and evaluation expenditures are expensed until the property reaches the development stage.

The recoverability of the amounts capitalized for exploration and evaluation assets is dependent upon the determination of economically recoverable mineral deposits, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. If it is determined that exploration and evaluation assets are not recoverable, the property is abandoned, or management has determined an impairment in value, the property is written down to its estimated recoverable amount.

Refer to note 3(c).

(e) Financial Instruments

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as fair value through profit or loss ("FVPL"), directly attributable transaction costs. Financial instruments are recognized when the Company become party to the contracts that give rise to them and are classified as amortized cost, fair value through profit or loss or fair value through other comprehensive income, as appropriate.

The Company considers whether a contract contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host contract if the host contract is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

Financial assets at FVPL

Financial assets at FVPL include financial assets held for trading and financial assets not designated upon initial recognition as amortized cost or fair value through other comprehensive income ("FVOCI"). A financial asset is classified in this category principally for the purpose of selling in the short term, or if so designated by management. Transaction costs are expensed as incurred. On initial recognition, a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI may be irrevocably designated as FVPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets measured at FVPL are measured at fair value with changes in fair value recognized in profit or loss. The Company's marketable securities being equity securities of other listed entities, are classified as FVPL.

Financial assets at FVOCI

On initial recognition of an equity investment that is not held for trading, an irrevocable election is available to measure the investment at fair value upon initial recognition plus directly attributable transaction costs and at each period end, changes in fair value are recognized in other comprehensive income ("OCI") with no reclassification to profit or loss. The election is available on an investment-by-investment basis. None of the Company's financial assets are classified asFVOCI.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(e) Financial Instruments (continued)

Financial assets at amortized cost

A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and is not designated as FVPL. Financial assets classified as amortized cost are measured subsequent to initial recognition at amortized cost using the effective interest method. Cash, other receivables and certain other assets are classified as and measured at amortized cost.

Financial liabilities

Financial liabilities, including accounts payable and accrued liabilities and finance leases are recognized initially at fair value, net of transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in net earnings when the liabilities are derecognized as well as through the amortization process. Borrowing liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date. Accounts payable and accrued liabilities and due to related parties are classified as and measured at amortized cost.

Derivative instruments

Derivative instruments, including embedded derivatives, are measured at fair value on initial recognition and at each subsequent reporting period. Any gains or losses arising from changes in fair value on derivatives are recorded in profit or loss.

Fair values

The fair value of quoted investments is determined by reference to market prices at the close of business on the statement of financial position date. Where there is no active market, fair value is determined using valuation techniques. These include using recent arm's length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis; and, pricing models.

Financial instruments that are measured at fair value subsequent to initial recognition are grouped into a hierarchy based on the degree to which the fair value is observable as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

Impairment of financial assets

A loss allowance for expected credit losses is recognized in OCI for financial assets measured at amortized cost. At each balance sheet date, on a forward-looking basis, the Company assesses the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The impairment model does not apply to investment in equity instruments. The expected credit losses are required to be measured through a loss allowance at an amount equal to the 12- month expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date) or full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). A loss allowance for full lifetime expected credit losses is required for a financial instrument if the credit risk of that financial instrument has increased significantly since initialrecognition.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(e) Financial Instruments (continued)

Derecognition of financial assets and liabilities

A financial asset is derecognised when either the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party. If neither the rights to receive cash flows from the asset have expired nor the Company has transferred its rights to receive cash flows from the asset, the Company will assess whether it has relinquished control of the asset or not. If the Company does not control the asset, then derecognition isappropriate.

A financial liability is derecognised when the associated obligation is discharged or canceled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit orloss.

(f) Equipment

Equipment is recorded at cost and depreciated over its estimated useful life. The cost of an item includes the purchase price and directly attributable costs to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of operations and comprehensive loss during the financial period in which they are incurred.

Depreciation is recognized using the straight-line basis over the estimated useful lives of the various classes of equipment, ranging from three to five years. Depreciation methods, useful lives and residual values are reviewed at each financial year end and are adjusted if appropriate.

(g) Impairment of Tangible and Intangible Assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that the assets may be impaired. If such indication exists, the recoverable amount of the identified asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less cost to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where it is possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. Each of the Company's exploration and evaluation properties is considered to be a cash-generating unit for which impairment testing is performed.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior reporting periods. A reversal of an impairment loss is recognized immediately in profit or loss.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(g) Impairment of Tangible and Intangible Assets (continued)

Management's estimates of mineral prices, recoverable reserves, and operating, capital and restoration costs are subject to certain risks and uncertainties that may affect the recoverability of exploration and evaluation assets. A mining enterprise is required to consider the conditions for impairment write-down. The conditions include significant unfavorable economic, legal regulatory, environmental, political and other factors. In addition, management's development activities towards its planned principal operations are key factors considered as part of the ongoing assessment of the recoverability of the carrying amount of exploration and evaluation assets. Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired, the capitalized costs are written down to the estimated recoverable amount. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect management's estimate of the net cash flow to be generated from its projects.

(h) Income Taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for goodwill that is not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it provides a valuation allowance against that excess.

(i) Foreign Currency Translation

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian dollar. The functional currency determinations were made through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenue and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of operations.

(j) Share-based Payments

The Company accounts for stock options issued to directors and employees at the fair value determined on the grant date using the Black-Scholes option pricing model. The fair value of the options is recognized as an expense using the graded vesting method where the fair value of each tranche is recognized over its respective vesting period. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is reversed.

Share-based payments made to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. These payments are recorded at the date the goods and services are received.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(j) Share-based Payments (continued)

Share purchase warrants issued are recorded at estimated fair values determined on the grant date using the Black-Scholes model. If and when the stock options or share purchase warrants are ultimately exercised, the applicable amounts of their fair values in the reserve accounts are transferred to share capital.

(k) Restricted share units

The Company measures the cost of equity-settled share-based transactions by reference to the fair value of the equity instruments at the date at which they are granted. For restricted share units ("RSU's"), the fair value of the grant is determined by multiplying the Company's share price at grant date by the number of RSU's granted.

(l) Marketable securities

Marketable securities are investments in publicly traded companies.

(m) Share Capital

Common shares issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty's performance is complete.

Transaction costs directly attributable to the issuance of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

The proceeds from the issue of the units are allocated between common shares and share purchase warrants on a pro-rata basis based on the relative fair values as follows: the fair value of the common shares is based on the market closing price on the date the units are issued and fair value of the share purchase warrants is determined using the Black-Scholes option pricing model.

(n) Earnings (Loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share are the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumesthat the proceeds to be received on the exercise of dilutive stock options and share purchase warrants are used to repurchase common shares at the average price during the period.

(o) Flow-through Shares

Share capital includes flow-through shares which is a unique Canadian tax incentive pursuant to certain provisions of the Canadian Income Tax Act. Proceeds from the issuance of flow-through shares are used to fund qualified Canadian exploration and evaluation projects and the related income tax deductions are renounced to the subscribers of the flowthrough shares. The premium paid for flow-through shares in excess of the market value of the shares without flow-through features, at the time of issue, is credited to other liabilities and recognized in income at the time qualifying expenditures are incurred. The Company also recognizes a deferred tax liability with a corresponding charge in the statement of operations when the qualifying exploration and evaluation expenditures are renounced. If the Company has sufficient tax assets to offset the deferred tax liability, the liability will be offset by the recognition of a corresponding deferred tax asset and recovery of deferred income taxes through profit or loss in the reporting period.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(o) Flow-through Shares (continued)

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the Company's period is disclosed separately as flow-through expenditure commitments.

The Company may also be subject to a Part XII.6 tax on flow-through proceeds, renounced under the Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

(p) Decommissioning Liabilities

The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The Company recordsthe present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the period in which the obligation is incurred. The nature of the rehabilitation activities includes restoration, reclamation and re-vegetation of the affected explorationsites.

The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability isrecognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related mining assets. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks. Additional environmental disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur.

(q) New, Amended and Future IFRS Pronouncements

Accounting standards and amendments issued but not yet adopted

There are no other IFRS that are not yet effective that would be expected to have a material impact on the Company. Certain new accounting standards, amendments to existing standards and interpretations have been issued but have future effective dates that are either not applicable or are not expected to have a significant impact on the Company's financial statements.

3. Critical Accounting Judgments and Estimates

The preparation of financial statements requires management to make judgments and estimates that affect the amounts reported in the financial statements and notes. By their nature, these judgments and estimates are subject to change and the effect on the financial statements of changes in such judgments and estimates in future periods could be material. These judgments and estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these judgments and estimates. The more significant areas are as follows:

(a) Share-based Payment Transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option , volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 9.

(b) Going Concern

The assessment of the Company's ability to raise sufficient funds to finance its exploration and administrative expenses involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

3. Critical Accounting Judgments and Estimates (continued)

(c) Intangible Exploration and EvaluationAssets

Management is required to assess impairment in respect of intangible exploration and evaluation assets. Note 6 disclosesthe carrying value of such assets. The triggering events for the potential impairment of exploration and evaluation assets are defined in IFRS 6 Exploration for and Evaluation of Mineral Properties and are as follows:

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
explorationfor and evaluation of mineralresourcesin the specific area have not led to the discovery of commercially viable quantities of mineralresources and the entity has decided to discontinue such activities in the specific area; and
sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In making the assessment, management is required to make judgments as to the status of each project and its future plans towards finding commercial reserves. The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and accordingly some assets are likely to become impaired in future periods.

(d) Deferred Tax Assets

Deferred income tax asset carrying amounts depend on estimates of future taxable income and the likelihood of reversal of timing differences. Where reversals are expected, estimates of future tax rates will be used in the calculation of deferred tax asset carrying amounts. Potential tax assets were considered not to be recoverable at the current year end.

4. Amounts Receivable and Prepaid Expenses

	March 31, 2024	March 31, 2023
GST/HST	\$ 126,549	\$ 77,540
Prepayments and other receivable	310,239	1,027,347
Total	\$ 436,788	\$ 1,104,887

5. Marketable Securities

As at March 31, 2023, the fair values of the marketable securities are asfollows:

			Accumulated
	Number of		unrealized
Available -for-sale Securities	shares	Cost	holding loss	Fair Value
Shares in Battery Age Minerals Ltd. (Note 6)	2,125,000 \$	804,270 \$	(66,899)	737,371

As at March 31, 2024, the fair values of the marketable securities are asfollows:

			Accumulated
	Number of		unrealized
Available -for-sale Securities	shares	Cost	holding loss	Fair Value
Shares in Battery Age Minerals Ltd. (Note 6)	2,125,000	\$ 804,270 \$	(616,845)	187,425

Notes to the Financial Statements

For the years ended March 31, 2024, 2023, and 2022

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets

Exploration and evaluation assets deferred to the statements of financial position at March 31, 2024 and 2023 are as follows:

	March 31, 2023	Additions	Recovery	Write-off	March 31, 2024
Abitibi Lithium	\$ 1,767,000	\$ -	\$ - \$	-	\$ 1,767,000
Augustus Lithium	593,290	-	-	-	593,290
Canadian Lithium	228,881	-	-	-	228,881
Cosgrave Lithium	-	104,750	-	-	104,750
Electron Lithium	650,405	-	-	-	650,405
Jubilee Lithium	20,000	30,000	-	(50,000)	-
Kokanee Creek	932,125	-	-	-	932,125
McNeely	820,000	-	-	-	820,000
North Spirit	442,105	-	-	(442,105)	-
Rose West Lithium	884,000	-	-	-	884,000
Rose East Lithium	900,000	75,000	-	-	975,000
Titan Gold	178,500	-	-	(178,500)	-
Trix Lithium	75,000	4,166	-	(79,166)	-
	\$ 7,491,306	\$ 213,916	\$ - \$	(749,771)	\$ 6,955,451
	March 31,				March 31,
	2022	Additions	Recovery	Write-off	2023

Abitibi Lithium	\$ 1,767,000	\$ -	\$ - \$	-	\$ 1,767,000
Augustus Lithium	335,000	258,290	-	-	593,290
Canadian Lithium	176,250	52,631	-	-	228,881
Electron Lithium	981,250	200,000	(530,845)	-	650,405
Falcon Lake	50,000	107,500	(157,500)	-	-
Gaspésie Peninsula	-	288,500	-	(288,500)	-
Jubilee Lithium	-	20,000	-	-	20,000
Kokanee Creek	932,125	-	-	-	932,125
McNeely	820,000	-	-	-	820,000
North Spirit	-	442,105	-	-	442,105
Red Lake	792,750	-	-	(792,750)	-
Rose West Lithium	-	884,000	-	-	884,000
Rose East Lithium	-	900,000	-	-	900,000
Titan Gold	150,500	28,000	-	-	178,500
Trix Lithium	\$ - 6,004,875	\$ 75,000 3,256,026	\$ - (688,345) \$	- (1,081,250)	\$ 75,000 7,491,306

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(a) Abitibi Lithium Property

On March 12, 2021, the Company entered into a purchase agreement to acquire a 100% interest in the Abitibi Lithium property (the "Abitibi Agreement"). The Abitibi Lithium property is comprised of 235 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec.

Under the terms of the Abitibi Agreement, the Company acquired a 100% interest in the Abitibi Lithium property by issuing 1,078,947 common shares of the Company and by paying \$250,000 on April 20, 2021. The Abitibi Lithium Property is subject to a 3% Net Smelter Returns ("NSR") royalty, which the Company will have the option to reduce the NSR by 1.0% to 2.0% by paying \$1,000,000.

(b) Augustus Lithium Property

On January 18, 2021, the Company entered into an option agreement to acquire a 100% interest in the Augustus Lithium property (the "Augustus Agreement"). The Augustus Lithium property is comprised of 21 mineral claims covering approximately 900 hectares located in the Abitibi area of western Quebec.

On October 29, 2022, the Company entered into amended option agreement allowing the Company to accelerate its option to acquire a 100% interest in the Augustus Lithium property. As consideration for the amendment, the Company issued an additional 350,000 common shares. As of November 7, 2022, the Company completed the required option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property.

The Augustus Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying \$1,000,000.

(c) Canadian Lithium Property

On February 3, 2021, the Company entered into an option agreement to acquire a 100% interest in the Canadian Lithium property (the "Canadian Lithium Agreement"). The Canadian Lithium property is comprised of 12 mineral claims covering approximately 700 hectares located in the Landrienne Township area of Quebec.

On February 3, 2023, the Company had completed the required option payments of \$60,000 and issuance of 230,263 common shares to acquire a 100% interest of the Canadian Lithium Property.

The Canadian Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying \$1,000,000.

(d) Cosgrave Lithium Property

On August 24, 2023, the Company entered into a purchase agreement to acquire a 100% interest in the Cosgrave Lithium property (the "Cosgrave Agreement"). The Cosgrave Lithium property is comprised of 198 mineral claims covering approximately 3,700 hectares located in the Ear Falls, Ontario.

Pursuantto the terms of the Cosgrave Agreement, the Company acquireda 100% interest in the Cosgrave Lithium property by issuing 175,000 common shares of the Company and by making the option payment of \$22,500 during the year ended March 31, 2024.

The Cosgrave Lithium Property is subject to a 1.5% NSR royalty, which the Company will have the option to reduce the NSR by 0.75% to 0.75% by paying \$500,000.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(e) Electron Lithium Property

On March 2, 2022, the Company entered into a purchase agreement to acquire a 100% interest in the Electron Lithium property (the "Electron Agreement"). The Electron Lithium property is comprised of 438 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in western Quebec.

On November 8, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Electron Lithium property.

The Electron Lithium property is subject to a 3% Gross Metal Royalty ("GMR"), which the Company will have the option to reduce the GMR by 1.0% to 2.0% by paying \$1,000,000.

On November 14, 2022, the Company entered into a joint venture agreement (the "Infini Joint Venture Agreement") with Infini Resources Pty Ltd. ("Infini Resources") whereby Infini Resources may earn a 100% interest in 230 of the 438 mineral claims comprising the Electron Lithium Property.

Pursuant to the Infini Joint Venture Agreement, Infini Resources earned an initial 50% interest by making initial cash payments of AUD\$600,000 (CAD\$530,925). Upon exercising the option, a joint venture will also be formed between FE Battery and Infini Resources to further advance the project. Infini Resources has the option to acquire an additional 25% by making a further AUD\$150,000 payment and issuing shares of Infini Resources in the value of AUD\$150,000 within 18 months of earning its initial 50% interest. Infini Resources may then acquire the remaining 25% interest, for a 100% beneficial interest by making a further payment AUD\$300,000 and issuing shares of Infini Resources in the value of AUD\$300,000 within 12 months of earning its 75% interest. To date, Infini Resources has not exercised its option to acquire an additional 25% interest.

The Infini Joint Venture Agreement may be terminated in certain circumstances, including by FE Battery if certain milestones are not met in accordance with the agreement.

(f) Falcon Lake Property

On January 3, 2022, the Company entered into an option agreement to acquire a 100% interest in the Falcon Lake property (the "Falcon Lake Agreement"). The Falcon Lake property is comprised of 48 mineral claims covering approximately 1,000 hectares located in the Thunder Bay Mining Division, Ontario.

On September 30, 2022, the Company entered into an amended option agreement which amended certain cash payments, share issuances and exploration expenditures due dates and requirements of the Option Agreement.

On October 21, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Falcon Lake property.

On January 27, 2023, the Company executed a joint venture agreement (the "Battery Age Minerals Joint Venture Agreement") with Battery Age Minerals Limited ("Battery Age Minerals") whereby Battery Age Minerals may earn a 100% interest in the Falcon Lake Property.

Pursuant to the Battery Age Minerals Joint Venture Agreement, Battery Age Minerals earned an initial 65% interest by making the initial option payments of AUD\$150,000 (CAD\$139,358) and issuing to the Company 1,375,000 of Battery Age Mineral shares valued at \$513,975. Battery Age Minerals earned a further 25% interest, for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at \$290,295 and by making a cash payment of AUD\$50,000 (CAD\$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further payment equal to the lower of the price determined by independent valuation or AUD\$2 million. Upon Battery Age Minerals earning its 90% interest, a joint venture was deemed to have been formed between FE Battery and Battery Age Minerals to further advance the project.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets(continued)

(g) Gaspesie Peninsula Property

On December 15, 2022, the Company entered into an option agreement to acquire a 100% interest in the Gaspesie Peninsula Property. The property consisted of 55 mining claims covering approximately 3,100 hectares in Quebec.

As at March 31, 2023, the Company chose to write-off all deferred costs to date as the Company had not fulfilled the terms of the agreement.

(h) Jubilee Lithium Property

On December 1, 2022, the Company entered into an option agreement to acquire a 100% interest in the Jubilee Lithium Property. The property consisted of 10 mining claims covering approximately 3,300 hectares area located in Ear Falls, Ontario.

Under the terms of the Jubilee Lithium Agreement, the Company had acquired a 100% interest in the property by completing the following option payments:

Due Dates	Option payments (\$)
December 1, 2024 (paid)	20,000
December 1, 2025 (paid)	30,000

The Jubilee Lithium property is subject to a 2.0% NSR royalty.

During the year ended March 31, 2024, the Jubilee Lithium Property claims were allowed to lapse and as a result, the Company wrote-off all deferred costs incurred to date.

(i) Kokanee Creek and Independence Gold Properties

On March 17, 2020, the Company entered in an option agreement to acquire a 100% interest in the Kokanee Creek and Independence Gold Properties (the "Properties"). The Properties are located in British Columbia and consist of 5 claims covering 2,690 hectares.

On February 28, 2021 and again on August 13, 2021, the Company entered into amended option agreements which amended the due dates for certain cash payments, share issuances and exploration expenditure requirements of the option agreement.

As of March 31, 2022, under the terms of the Properties amended option agreement, the Company had acquired a 100% interest in the Kokanee Creek Property by completing the required option payments, common share issuances and exploration expenditures.

The Properties are subject to a 2.0% NSR royalty of which the Company will have the option to reduce the NSR by 1.0% by paying \$1,000,000.

During the year ended March 31, 2021, the Company decided it would not be pursuing any further exploration work on the Independence Gold property and wrote-off all deferred costs incurred to date.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(j) McNeely Lithium Property

Pursuant to the McNeely Lithium Property purchase agreement entered on June 7, 2021, the Company acquired a 100% interest in the McNeely Lithium Property, by issuing 526,316 common shares and paying \$250,000. The McNeely Lithium Property is located in Quebec and consists of 66 claims covering approximately 2,400 hectares. The McNeely Lithium Property is subject to a 3.0% GMR. Certain of the claims are subject to a pre-existing 1.0% NSR. The Company will have the option to purchase the pre-existing NSR by paying \$200,000 to the pre-existing NSR holder.

(k) North Spirit Property

On June 13, 2022, the Company entered into an option agreement to acquire a 100% interest in the North Spirit Property. The property consists of 124 mining claims covering approximately 2,500 hectares area in two claim blocks on crown land in northwestern Ontario and is located about 175 kilometres to the north of Red Lake, Ontario.

On October 26, 2022, the Company entered into an amended option agreement which amended the certain cash payments, share issuances and exploration requirements of the option agreement.

Under the terms of the amended North Spirit option agreement, the Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares.

The North Spirit property has a 1% GMR payable to the optionor.

During the year ended March 31, 2024, the Company decided it would not be pursuing any further exploration work on the North Spirit property and wrote-off all deferred costs incurred to date.

(l) Pontax West Lithium Property

On October 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Pontax West Lithium Property (the "Pontax Lithium Agreement"). The property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.

Underthe termsof thePontax West Lithium Agreement, theCompany hastheoption to acquire a100%interestin the property by completing the following common share issuances:

Due Dates	Issuance of FE Battery common shares
On signing	1,500,000
October 13, 2024	2,000,000
October 13, 2025	2,500,000

The Pontax West Lithium property has a 1% GMR payable to the optionor of which the Company will have the option to reduce the GMR by 1.0% by paying \$1,000,000 for one-half of one percent.

At March 31, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the Pontax Lithium Agreement.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(m) Red Lake Property

On September 14, 2020, the Company entered into an option agreement to acquire a 100% interest in the Red Lake Property. The Red Lake property is located in the Red Lake Mining District of Northwestern Ontario and consisted of 94 mining cell claims covering approximately 1,900 hectares in the Ball and Todd townships.

On February 28, 2021, and again on August 13, 2021, the Company entered into amended option agreements to which the Company could acquire a 100% interest in the property by issuing 730,263 shares. As of March 31, 2022, the Company had acquired 100% interest in the Red Lake property having issued 730,263 shares.

The Red Lake property is subject to a 2.5% NSR royalty, with the Company having the option to reduce the NSR by 1% to 1.5% by paying \$1,000,000.

In December 2022, the Company wrote-off all deferred costs to date as the claims were allowed to lapse.

(n) Rose West Lithium Property

On November 25, 2022, the Company entered into an option agreement to acquire a 100% interest in the Rose West Property. The Rose West Lithium property is located in the James Bay region of northern Quebec and consists of 32 mining claims covering approximately 1,700 hectares within townships.

On December 9, 2022, the Company entered into amended option agreement to which theCompany could acquire a 100% interest in the property by issuing 1,300,000 shares and granted the Company a 1% GMR. On April 5, 2023, the Company issued the required shares to acquire a 100% interest in the Rose West Lithium property.

The Rose West Lithium property has a 1% GMRpayable to the optionor upon the commencement of commercial production.

(o) Rose East Lithium Property

On March 4, 2023, the Company entered into an option agreement to acquire a 100% interest in the Rose East Lithium Property ("Rose East Lithium"). The Rose East Lithium Project consists of 59 mining claims covering approximately 3,100 hectares in northern Quebec.

Under the terms of the Rose East Lithium Agreement, the Company has the option to acquire a 100% interest in the property by completing the following option payments:

Due Dates	Issuance of FE Battery common shares
March 4, 2023 (issued)	1,500,000
March 4, 2024	1,500,000

The Rose East Lithium Property is subject to a 1.0% GMR, of which the Company may repurchase by paying \$1,000,000 for each 0.5%.

At March 31, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.

(p) Titan Gold Property

On October 2, 2020, the Company entered into an option agreement to acquire a 100% interest in the Titan Gold Property ("Titan Gold"). Titan Gold is located in the Abitibi area of Western Quebec, Canada and is comprised of 80 mining claims covering approximately 4,400 hectares.

During the year ended March 31, 2024, the Company wrote-off all deferred costs to date as the Company had not made the final option payment and issued a notice of termination on September 13, 2023.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(q) Trix Lithium Property

On March 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Trix Lithium Property ("Trix Lithium"). Trix Lithium islocated in in the Georgia Lake area in northwestern Ontario and is comprised of 23 mining claims covering approximately 11,000 hectares.

During the year ended March 2024, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.

Exploration and evaluation expenditures recorded in the statements of loss and comprehensive loss for the year ended March 31, 2024, 2023 and 2022 are as follows:

					Geological
					and	Land claims	Total
Year ended	Assay and	Drilling and	Field	Geological	Technical	and property	March 31,
March 31, 2024	sampling	mobilization	expenditures	Consulting	Services	taxes	2024
Ontario
Trix Lithium Quebec	- \$	\$	- \$ 45,000	65,050 \$	\$ -	\$ -	110,050 \$
Augustus Lithium	98,566	907,763	366,970	228,700	506,769	13,087	2,121,855
Pontax West Lithium	-	-	-	181,000	-	-	181,000
Rose West Lithium	-	-	-	72,600	-	-	72,600
Rose East Lithium	-	-	-	88,200	-	-	88,200
General Exploration	-	-	-	-	9,700	-	9,700
Total	\$ 98,566	\$ 907,763	\$	411,970 \$ 635,550	\$ 516,469	\$	13,087 \$ 2,583,405
					Geological
					and	Land claims	Total
Year ended	Assay and	Drilling and	Field	Geological	Technical	and property	March 31,
March 31, 2023	sampling	mobilization	expenditures	Consulting	Services	taxes	2023
Ontario
Jubilee Lithium Trix Lithium	\$ - 7,000	\$ - -	\$ - -	\$ 29,465 25,750	\$ 34,830 -	\$ - -	\$ 64,295 32,750
Quebec
Titan Gold	36,450	-	32,400	20,250	-	-	89,100
Augustus Lithium	20,634	733,741	216,690	176,850	326,948	-	1,474,863
General Exploration	8,401	-	2,214	149,050	-	-	159,665
Total	\$ 72,485	\$ 733,741	\$	251,304 \$ 401,365	\$ 361,778	\$	- \$ 1,820,673
					Geological
					and	Land claims	Total
Year ended	Assay and	Drilling and	Field	Geological	Technical	and property	March 31,
March 31, 2022	sampling	mobilization	expenditures	Consulting	Services	taxes	2022
British Columbia
Kokanee Creek	\$ -	\$ -	\$ 17,000	\$ 47,500	\$ 10,000	\$ -	\$ 74,500
Ontario
Phyllis Cobalt	9,797	11,250	-	-	-	-	21,047
Quebec
Titan Gold	-	-	-	75	-	-	75
Augustus Lithium	115,584	822,454	208,742	280,223	73,665	1,593	1,502,261
General Exploration	-	-	-	11,238	-	-	11,238
Total	\$ 125,381	\$ 833,704	\$	225,742 \$ 339,036	\$ 83,665 \$		1,593 \$ 1,609,121

Notes to the Financial Statements

For the years ended March 31, 2024, 2023, and 2022

(Expressed in Canadian dollars)

7. Accounts Payable and Accrued Liabilities

	March 31, 2024	March 31, 2023
Trade and other payables	\$ 206,583	\$ 456,589
Accrued liabilities	30,000	1,977,816
Totals	\$ 236,583	\$ 2,434,405

8. Related Party Transactions and Balances

Remuneration of directors and key management personnel of the Company for the years ended March 31, 2024, 2023, and 2022 were as follows:

		For the years ended March	31,
	2024	2023	2022
Consulting fees charged by directors of the Company	\$ 26,000	\$ 25,100	\$ 64,000
Salaries, fees and benefits	\$ 234,800	\$ 200,000	\$ 188,021
Share-based payments	\$ 1,455,180	\$ 600,000	\$ -

Related party balances as at March 31, 2024 and 2023 were as follows:

	March 31,	March 31,
	2024	2023
Amounts due to Directors and Officers of the Company	\$ 171,294	\$ 322,176
Amounts due to companies controlled by directors and officers	83,575	62,700
Total	\$ 254,869	\$ 384,876

The directors' and officers' balances also include fees and expenses owing to directors and officers incurred in the normal course of business. Related party amounts are unsecured, non-interest bearing and due on demand.

9. Share Capital

(a) Authorized – Unlimited number of common shares without par value.

(b) Issued share capital

The Company had 50,846,156 common shares issued and outstanding as at March 31, 2024 and 41,920,038 common shares issued and outstanding as at March 31, 2023.

On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new post consolidated common share. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.

Fiscal 2024

i) On April 3, 2023, the Company issued 1,500,000 common shares value at \$975,000, pursuant to the Rose East Lithium property option agreement and 83,333 common shares valued at \$54,166, pursuant to the Trix Lithium property option agreement;
ii) On April 5, 2023, the Company issued 1,300,000 common shares valued at \$884,000, pursuant to the Rose West Lithium property option agreement to acquire a 100% interest in the property;
iii) On May 26, 2023, the Company issued 550,000 RSU's valued at \$324,500 to the directors, officers, and consultants of the Company;

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

9. Share Capital (continued)

(b) Issued share capital (continued)
iv) On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow-through shares("QFT share") priced at \$0.65 per QFT share and 573,770 Nationalflow through shares("NFT share") priced at \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000. The Company recognized a liability for flow-through shares of \$91,783 (Note 13). The Company also paid finder's fees of \$73,200;
v) On September 22, 2023, the Company issued 175,000 common shares value at \$82,250, pursuant to the Cosgrave Lithium property option agreement as well as issued 875,000 RSU's valued at \$406,875 to the directors, officers, and consultants of the Company; and
vi) On November 21, 2023, the Company closed a non-brokered private placement consisting of 675,000 common shares priced at \$0.40 per share for aggregate gross proceeds of \$270,000 and 1,855,554 Quebec flow-through units ("QFT unit") priced at \$0.45 per QFT unit for gross proceeds of \$835,000. Each QFT unit consists of one flow-through share and one-half common share purchase warrant. Each whole warrant entitlesthe holder to purchase one common share at a price of \$0.65 per share for a period of two years from the issue date. The QFT share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 4.39% and 4.57%, volatility factor of 116.96% and an expected life of two years. The Company recognized a liability for flow-through shares of \$92,778 (Note 13). The Company also paid finder's fees of \$48,000.

Fiscal 2023

i) On May 2, 2022, the Company closed a non-brokered private placement, consisting of 907,519 flow-through units ("FT Units") priced at \$0.931 per FT Unit and 723,684 non-flow through units ("NFT Units") priced at \$0.76 per NFT Unit for aggregate gross proceeds of \$1,394,900. Each FT Unit consists of one flow-through common share and one-half of one common share purchase warrant (each a "Flow Through Warrant"). Each whole Flow Through Warrant entitles the holder to purchase one common share at a price of \$1.71 for a period of two years from the issue date. Each NFT Unit consists of one non-flow through common share and one non-flow through common share purchase warrant. Each NFT warrant entitles the holder to purchase one common share at a price of \$1.90 for a period of one year from the issue date. The Company recognized a liability for flow-through shares of \$155,186 (see Note 13). The Flow-through share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 2.55%, volatility factor of 125.38% and an expected life of two years. The NFT share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 2.64%, volatility factor of 105.37% and an expected life of one year. The Company also paid finder's fees of \$25,350 and issued 33,355 common shares valued at \$24,083;
ii) On October 21, 2022, the Company issued 131,579 common shares valued at \$37,500, pursuant to the Falcon Lake Property option agreement (see Note 6);
iii) On November 7, 2022, the Company issued 613,158 common shares valued at \$153,290, pursuant to the Augustus Lithium Property option agreement (see Note 6);
iv) On November 15, 2022, the Company closed a non-brokered private placement for aggregate gross proceeds of \$1,500,000 (the "Private Placement"). The Private Placement consisted of issuing 6,666,667 common shares at a price of \$0.225 per share. The Company also paid finder's fees of \$58,500;
v) On December 14, 2022, the Company closed a non-brokered private placement of 3,707,500 flow-through ("FT") shares for gross proceeds of \$2,225,475 by issuing 2,040,000 Quebec FT shares at price of \$0.625 per share; and 1,667,500 national FT shares at a price of \$0.57 per share. The Company recognized a liability for flow-through shares of \$594,175 (see Note 13). The Company also paid finder's fees of \$133,520;
vi) On December 20, 2022, the Company issued 713,158 common shares valued at \$271,000, pursuant to the Gaspesie Peninsula Property option agreement (see Note 6).
vii) On February 3, 2023, the Company issued 78,947 common shares valued at \$27,631, pursuant to the Canadian Lithium Property option agreement (see Note 6);

9. Share Capital (continued)

(b) Issued share capital (continued)

viii) On February 24, 2023, the Company issued 1,105,262 common shares valued at \$442,105, pursuant to the North Spirit Property option agreement (see Note 6);
ix) On March 27, 2023, the Company has closed a non-brokered private placement for aggregate gross proceeds of \$1,500,000 (the "Private Placement"). The Private Placement consisted of issuing 3,000,000 common shares at a price of \$0.50 per share;
x) On March 31, 2023, the Company granted 3,650,000 restricted share units valued at \$2,190,000 under the Company's shareholder approved restricted share unit plan.

(c) Stock Options

The Company has a shareholder approved "rolling" stock option plan (the "Plan") in compliance with the TSX-V's policies. Under the Plan, the maximum number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the discounted market price of the Company's stock at the date of grant. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not, within a twelve-month period, exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed, within a twelvemonth period, two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee's position with the Company or 30 days following cessation of an optionee conducting investor relations activities' position.

The continuity for stock options for the years ended March 31, 2024, 2023 and 2022 is as follows:

	Number of Stock Options	WeightedAverage Exercise Price
Balance, fully vested and exercisable at March 31, 2021	1,036,842	\$0.99
Granted	721,052	\$1.25
Balance, fully vested and exercisable at March 31, 2022	1,757,894	\$1.10
Expired	(197,368)	\$1.52
Balance, fully vested and exercisable at March 31, 2023	1,560,526	\$1.04
Granted	2,000,000	\$0.59
Balance, fully vested and exercisable at March 31, 2024	3,560,526	\$0.79

As at March 31, 2024, the following stock options were outstanding:

NumberOutstanding	NumberExercisable	Weighted average exercise price	Average Remaining Contractual Life
694,737	694,737	\$0.80	1.86
342,105	342,105	\$1.33	1.87
223,684	223,684	\$1.33	2.12
236,842	236,842	\$0.95	2.28
63,158	63,158	\$1.33	2.77
2,000,000	2,000,000	\$0.59	4.18
3,560,526	3,560,526	\$0.79	3.24

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022

(Expressed in Canadian dollars)

9. Share Capital (continued)

(d) Share Purchase Warrants

The continuity for share purchase warrants for the years ended March 31, 2024, 2023 and 2022 is as follows:

	Number of Warrants	WeightedAverage
		Exercise Price
Balance, March 31, 2021	2,656,753	\$1.52
Issued	2,786,723	\$1.86
Exercised	(61,053)	\$0.80
Balance, March 31, 2022	5,382,423	\$1.71
Issued	1,177,444	\$1.83
Expired	(4,210,438)	\$1.73
Balance, March 31, 2023	2,349,429	\$1.69
Issued	927,778	\$0.65
Expired	(1,895,670)	\$1.69
Balance, March 31, 2024	1,381,537	\$1.00

As at March 31, 2024, the following share purchase warrants issued in connection with private placements were outstanding:

		Number Outstandingand	Average Remaining
Expiry date	Exercise price	Exercisable	Contractual Life
May 2, 2024 *	\$1.71	453,759	0.09
November 8, 2025	\$0.65	888,889	1.61
November 20, 2025	\$0.65	38,889	1.64
	\$1.00	1,381,537	1.11

* Subsequently expired unexercised.

(e) Restricted share units

The Company has a shareholder approved "10% rolling" restricted share unit plan (the "RSU Plan") in compliance with the TSX-V's policies. Under the RSU Plan, the maximum number of RSU's reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares at the time of granting.

Fiscal 2024

During the year ended March 31, 2024, the Company granted 1,425,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest immediately and are subject to a four month hold period from the date of grant. The Company recorded share-based payments expense of \$731,375 on the RSU's granted during the year ended March 31, 2024.

Fiscal 2023

During the year ended March 31, 2023, the Company granted 3,650,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest immediately and are subject to a four month hold period from the date of grant. The Company recorded share based payments expense of \$2,190,000 on the RSU's granted during the year ended March 31, 2023.

Notes to the Financial Statements

For the years ended March 31, 2024, 2023, and 2022

(Expressed in Canadian dollars)

9. Share Capital (continued)

(e) Restricted share units (continued)

The continuity for restricted share units for the years ended March 31, 2024, 2023 and 2022 is as follows:

	RSU's outstanding
Balance, March 31, 2022,and 2021	-
Granted	3,650,000
Vested and issued	(3,650,000)
Balance, March 31, 2023	-
Granted	1,425,000
Vested and issued	(1,425,000)
Balance, March 31, 2024	-

(f) Share-Based Payments Reserve

The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments. This reserve also includes the value attributed to warrants on unit private placements. At the time that the stock options or warrants are exercised, the corresponding amount will be transferred to share capital.

The fair value of each option granted to directors, officers and consultants was estimated on the date of grant using the Black-Scholes option-pricing model.

Fiscal 2024

On May 26, 2023, the Company granted 550,000 RSU's to directors, officers and consultants and all of these were vested and issued on the grant date. The fair value of the RSU's was \$324,500 and calculated by multiplying the Company's share price at grant date by the number of RSU's granted.

On June 5, 2023, the Company granted 2,000,000 incentive stock options to directors, officers and consultants and all of which vested at the date of grant. The options are exercisable at \$0.59 per share, expiring on June 4, 2028. The fair value of these options was \$1,055,070 and was calculated using the Black-Scholes pricing model, based on the following assumptions: weighted average risk-free interest rate of 3.52%, volatility factor of 156.61% and an expected life of five years.

On September 22, 2023, the Company granted 875,000 RSU's to directors, officers and consultants and all of these were vested and issued on the grant date. The fair value of the RSU's was \$406,875 and calculated by multiplying the Company's share price at grant date by the number of RSU's granted.

Fiscal 2023

On March 31, 2023, the Company granted 3,650,000 RSU's to directors, officers and consultants and all of these were vested and issued on the grant date. The fair value of the RSU's was \$2,190,000 and calculated by multiplying the Company's share price at grant date by the number of RSU's granted.

10. Segmented Information

The Company operates in one business segment being the acquisition and exploration of exploration and evaluation assets and operates in one geographic segment being Canada. The total assets relate to exploration and evaluation assets and have been disclosed in Note 6.

11. Financial Instruments and Risk Management

Fair Value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following provides the valuation method of the Company's financial instruments as at March 31, 2024 and 2023:

				As at March 31,
	Level		2024	2023
Cash	1	\$	1,704,908	\$ 3,664,578
Reclamation deposits	1	\$	11,000	\$ 11,000
Marketable securities	1	\$	187,425	\$ 737,371
Accounts payable and accrued liabilities	1	\$	236,583	\$ 2,434,405
Due to related parties	1	\$	254,869	\$ 384,876

There were no transfers from levels or change in the fair value measurements of financial instruments for the years ended March 31, 2024 and 2023.

Financial Risk Management

The Company's activities expose it to a variety of financial risks including liquidity risk, credit risk and market risk.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at March 31, 2024, the Company had cash of \$1,704,908 to settle accounts payable and accrued liabilities (inclusive of amounts due to related parties) of \$491,452.

Liquidity risk on amounts due to creditors and amounts due to related parties were significant to the Company's statement of financial position. The Company manages these risks by actively pursuing additional share capital issuances to settle its obligations in the normal course of its operating, investing and financing activities. The Company's ability to raise share capital is indirectly related to changing metal prices and the price of lithium and gold in particular.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the maximum exposure to credit risk.

The Company deposits its cash with a high credit quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.

Notes to the Financial Statements For the years ended March 31, 2024, 2023, and 2022 (Expressed in Canadian dollars)

11. Financial Instruments and Risk Management (continued)

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of price risk: currency risk, interest rate risk and other price risk.

Interest Rate Risk

The Company has no significant exposure at March 31, 2024, to interest rate risk through its financial instruments.

Currency Risk

The Company has no significant exposure at March 31, 2024, to currency risk through its financial instruments.

Financial assets and financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. In respect of financial assets, the Company's policy is to invest cash at floating rates of interest in order to maintain liquidity while achieving a satisfactory return. Fluctuations in interest rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.

12. Management of Capital

The Company primarily considers shareholders' equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative capital structure criteria management but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.

The Company's objectives when managing capital are:

• To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation and maintenance of the Company's existing properties, and to acquire, explore and develop other precious metals, base metals and industrial mineral deposits;

• To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and

• To obtain the necessary financing if and when it is required.

The properties in which the Company currently holds an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

In order to facilitate the management of capital and development of its mineral properties, the Company's management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company's investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.

There were no changes in the Company's approach to capital management during the year ended March 31, 2024, compared to the year ended to March 31, 2023. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.

13. Income Taxes

The reconciliation of the expected income tax recovery is as follows:

	2024	2023	2022
Net loss for the year	\$ 6,635,073 \$	5,750,583	\$ 4,691,322
Statutory tax rate	27%	27%	27%
Expected income tax recovery	1,791,000	1,553,000	1,267,000
(Decrease) increase to income tax recovery due to:
Non-deductible permanent differences	(1,139,000)	(770,000)	(577,000)
Change in tax assets not recognized	(652,000)	(783,000)	(690,000)
Income tax recovery	\$ - \$	-	\$ -

The significant components of the Company's deferred tax assets are as follows:

	March 31,	March 31,
	2024	2023
Mineral property interests	2,671,000	2,654,000
Equipment	97,000	97,000
Operating losses carried forward	4,643,000	4,157,000
Capital losses and other	1,162,000	1,013,000
Total deferred tax assets	8,573,000	7,921,000
Deferred tax assets not recognized	(8,573,000)	(7,921,000)
	\$ -	\$ -

The Company's unrecognized deductible temporary differences and unused tax losses consist of the following:

	March 31,	March 31,
	2024	2023
Mineral property interests	\$ 9,894,000	\$ 9,831,000
Equipment	361,000	360,000
Operating losses carried forward	17,195,000	15,396,000
Capital losses and other	4,303,000	3,750,000
Unrecognized deductible temporary differences	\$ 31,753,000	\$ 29,337,000

13. Income Taxes (continued)

The realization of income tax benefits related to these deferred potential tax deductions is uncertain and cannot be viewed as more likely than not. Accordingly, no deferred income tax assets have been recognized for accounting purposes. The Company has Canadian non-capital losses carried forward of \$17,195,000 that may be available for tax purposes. The losses expire as follows:

Expiry date	\$
2027	618,000
2028	928,000
2029	908,000
2030	706,000
2031	1,704,000
2032	1,339,000
2033	1,092,000
2034	879,000
2035	530,000
2036	196,000
2037	233,000
2038	271,000
2039	530,000
2040	428,000
2041	1,101,000
2042	2,228,000
2043	1,703,000
2044	1,801,000
Total	17,195,000

Liability and Income Tax Effect on Flow-Through Shares

Funds raised through the issuance of flow-through shares are required to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income tax legislation. The flow-through gross proceeds, less the qualified expenditures made to date, represent the funds received from flow-through share issuances that have not been spent.

On March 4, 2021, the Company issued 1,052,632 shares on a flow-through basis at \$0.91 per share for proceeds of \$960,000 and recognized a liability on flow-through shares of \$160,000. During the year ended March 31, 2023, the Company incurred the remaining \$775,247 in qualified expenditures.

On May 2, 2022, the Company issued 907,519 shares on a flow-through basis at \$0.931 per share for proceeds of \$844,900 and recognized a liability on flow-through shares of \$155,186. At March 31, 2023, the Company had incurred \$245,000 in qualified expenditures. During the year ended March 31, 2024, the Company incurred the remaining \$599,900 in qualified expenditures.

On December 14, 2022, the Company issued 3,707,500 shares on a flow-through basis for gross proceeds of \$2,225,475 by issuing 2,040,000 shares at \$0.625 per share and 1,667,500 shares at \$ 0.57 per share and recognized a liability on flowthrough shares of \$594,175. At March 31, 2023, the Company had incurred the \$51,142 in qualified expenditures. During the year ended March 31, 2024, the Company incurred the remaining \$2,174,333 in qualified expenditures.

13. Income Taxes (continued)

On June 9, 2023, the Company had closed a non-brokered private placement and issued 1,338,461 Quebec flow-through shares ("QFT share") priced at \$0.65 per QFT share and 573,770 National flow through shares ("NFT share") priced at \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000. The Company recognized a liability for flow-through shares of \$91,783. At March 31, 2024, the Company had incurred \$496,325 in qualified expenditures.

On November 21, 2023, the Company had closed a non-brokered private placement and issued 1,855,554 Quebec flowthrough units ("QFT unit") priced at \$0.45 per QFT unit for gross proceeds of \$835,000. The Company recognized a liability for flow-through shares of \$92,778. At March 31, 2024, the Company had incurred \$Nil in qualified expenditures.

During the year ended March 31, 2024, the Company incurred, in aggregate, \$3,270,558 in qualified flow-through expenditures and recognized a flow-through recovery of \$717,679.

At March 31, 2024, the Company is required to incur \$1,558,674 of flow-through qualified expenditures.

14. Subsequent Events

i) On April 23, 2024, the Company granted 2,000,000 RSUs to certain officers, directors and consultants of the Company of which, 50% vest in four months and 50% vest in eight months;
ii) On April 26, 2024, the Company granted 1,200,000 stock options at an exercise price of \$0.18 to certain officers, directors and consultants of the Company. The options vest immediately and are exercisable for a two-year period and subject to the statutory four month hold period; and
iii) On April 18, 2024, the Company closed a private placement for gross proceeds of \$400,000, by issuing 1,739,130 QFT shares priced at \$0.23 per QFT share and paid finder's fees of \$24,000.

MANAGEMENT'S DISCUSSION & ANALYSIS

YEAR ENDED MARCH 31, 2024

1.0 INTRODUCTION

The following is Management's Discussion and Analysis ("MD&A") of the financial and operational results of FE Battery Metals Corp. ("FE Battery" or the "Company") for the year ended March 31, 2024 and up to the date of the MD&A and should be read in conjunction with the annual audited financial statements of the Company for the years ended March 31, 2024, 2023, and 2022 and the related notes thereto, (the "Financial Report"). All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

FE Battery Metals Corp., formerly known as First Energy Metals Limited, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.

The Company's common shares trade on the Canadian Securities Exchange (FE), the OTCBB Exchange (FEMFF) and the Frankfurt Exchange (A2JC89).

On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new common share post consolidation. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.

Unless indicated otherwise, all financial data in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

FE Battery is a junior resource company engaged in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada.

This MD&A contains information to July 29, 2024.

Additional information relating to the Company is available on Sedar at www.sedarplus.ca and on the Company's website www.febatterymetals.com.

1.1 FISCAL 2024 HIGHLIGHT SUMMARY

The Company's significant events and highlights for the year ended March 31, 2024 and to the date of this MD&A are as follows:

In April 2023, the Company completed its option agreement commitments to acquire 100% interest in its Rose West Lithium Property;
On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow-through shares ("QFT share") priced at \$0.65 per QFT share and 573,770 National flow through shares ("NFT share") priced at \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000;
In July 2023, the Company completed its option agreement commitments to acquire 100% interest in its Jubilee Lithium Property;
In September 2023, the Company completed its purchase agreement commitments to acquire100% interest in its Cosgrave Lithium Property;
On October 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Pontax West Lithium Property. The property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec;
On November 21, 2023, the Company closed a non-brokered private placement consisting of 675,000 common shares priced at \$0.40 per share for aggregate gross proceeds of \$270,000 and 1,855,554 Quebec flow-through units ("QFT unit") priced at \$0.45 per QFT unit for gross proceeds of \$835,000. Each QFT unit consists of one flow-through share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of \$0.65 cents per share for a period of two years from the issuedate;
On April 18, 2024, the Company closed a private placement for gross proceeds of \$400,000, by issuing 1,739,130 QFT shares priced at \$0.23 per QFT share

1.2 OVERVIEW OF PROJECTS

1.2.1 Augustus Lithium Property, Quebec

The Augustus Lithium Property is located in Landrienne & Lacorne-Townships, Quebec, Canada. The Augustus Lithium property is comprised of 21 mineral claims covering over 900 hectares located in the Abitibi area of western Quebec.

In November 2022, the Company completed the required option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property. The property is also subject to a 2.0% NSR.

The Augustus Property is a part of the Preissac–Lacorne pegmatite fields where spodumene bearing lithium pegmatites were discovered in 1940s'. The geology and the mineralization of the Augustus property are similar to the geology and mineralization of the Quebec Lithium Mine located approximately 6 kilometers to the southeast of the property. It has excellent infrastructure support with road network, railway, electricity, water, and trained manpower available locally. Geologically the Preissac-Lacorne area lies within a belt of volcanic and sedimentary rocks intruded to the north by LaMotte batholiths and to the south by the Preissac batholiths and Moly Hill pluton.

There are several historical and currently active lithium and molybdenum prospects/mines located approximately 3 km to 20 km from the property. Some of the important prospects/mines are: Mine Quebec Lithium which was formerly owned by RB Energy, Authier Lithium owned by Sayona Mining of Australia, Valor Lithium, Duval Lithium, Lacorne Lithium, International Lithium, Vallee Lithium, and Moly Hill Mine. All these projects / prospects are at various stages of exploration and development, out of which Mine Quebec Lithium is the most advanced project followed by Authier lithium project.

On February 9, 2023, the Company announced it will be initiating a fully funded drill program commencing mid-February at its Augustus Lithium Property in Quebec, Canada. The Company entered into a drilling contract to drill up to 3,000 metres NQ size core drilling at its Augustus Lithium Property in Quebec, Canada, with the option for additional drilling. The new drill program is based on the Company's exploration work programs of 2022 and 2021, where it has completed 41 drill holes with approximately 8,000 metres of diamond drilling. The Company's exploration work successfully confirmed historically reported spodumene bearing lithium pegmatites on the Augustus and Canadian Lithium prospects on the Property. The current exploration work will be focused on expanding the footprint of lithium mineralization delineated during the 2021-2022 exploration work, as well exploring other prospective lithium pegmatites on the Property.

Fiscal 2024 Exploration Highlights:

In December 2023, the Company announced the assay results from its August to October 2023 sampling program. A total of 995 samples were collected from grid sampling on six select areas (Grids A-F) located south of the main known mineralization. Anomalous lithium values returned from Grids C, D, E and F indicate great potential for new LCT (lithium-cesium-tantalum) pegmatite target areas for further exploration.

Assay Highlights

Soil survey Grid C stands out well with a NW-SE trending lithium (Li) anomaly in the eastern part of the grid The revealed trend is still open to the southeast and possesses coincident anomalous values of cesium (Cs), niobium (Nb) and tantalum (Ta). The results of Grid C occur far to the south of the main Augustus pegmatites but show a trend roughly parallel to Augustus and the NAL pegmatites. This area has been selected to be a priority target for FE for the discovery of a new LCT type pegmatite zone.
Soil survey Grid D uncovered another priority target with a roughly E-W zone of strong lithium values which appears to curve to a N-S orientation within the western portion of the sample grid. The anomalous lithium trend is open both to the north and south and contains coincident anomalous values of Cs, Nb and Ta.
Soil survey Grid F covered a large zone of continuous anomalous lithium values that occur roughly over 100 to 300 meters in width and 1 kilometer south to north in the eastern half of the sampled grid Anomalous niobium (Nb) and rubidium (Rb) occur with the lithium. FE plans to return to this area with the intent of extending Grid F to test if the Li, Nb and Rb anomaly continuous further north as the grid terminated in high values.
Soil survey Grid E returned elevated lithium values all over the grid except for a low-grade area in the eastern part of the grid.
Soil grids A and B returned isolated anomalous lithium values but contained no definite trend.

1.2.2 Abitibi Lithium Property, Quebec

The Abitibi Lithium property is comprised of 235 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec, approximately 40 kilometres northwest of the town of Val d'Or, Quebec. The Abitibi Lithium Property claims are spread in several claim blocks of which some of the claims are located adjacent to the Augustus Lithium Property claims.

The Company entered into a purchase agreement to acquire a 100% interest in the Abitibi Lithium Property on March 12, 2021. Under the terms of the Abitibi Agreement, the Company completed the required option payments and acquired 100% interest in the Abitibi Lithium Property. The Abitibi Lithium Property is subject to a 3% NSR, which the Company will have the option to reduce the NSR to 2% by paying \$1,000,000.

1.2.3 Canadian Lithium Property, Quebec

The Canadian Lithium property is comprised of 12 mineral claims covering over 671 hectares located in the Landrienne and La Corne Township areas approximately 40 kilometres northwest of the town of Val d'Or, Quebec.

with Lacorne Batholith contains aggregates of spodumene, lepidolite, quartz and feldspar accompanied by traces of beryl, clevelandite, colombo-tantalite. Historical drilling in 1955 on claim CDC-2196058 documented on the Quebec Ministry of Energy and Natural Resources (MERN) database indicate a total of 12 drill holes with a cumulative drilling 1,454 metres indicating extension of Canadian Lithium deposit to the west on this newly acquired claim.

Exploration Highlights

April 27, 2021 announced assay results of channel samples at the Beluga Pegmatite of the Canadian Lithium Prospect cut a 32-meter-wide section with an average of 0.74% Li2O which includes 14 meters of spodumene pegmatite with 1.61 percent lithium oxide;
May 4, 2021 announced assay results of the "Channel 21-2E" samples at the Beluga Pegmatite of the Canadian Lithium Prospect cut a 31-meter-wide section with an average of 0.37% Li2O which includes 4 meters of spodumene pegmatite at 1.20 percent Li2O;
June 15, 2021 announced assay results of the north extension of the "Channel 21-2E" samples at the Beluga Pegmatite of the Canadian Lithium Prospect cut an 8-meter-wide section with an average of 1.44% Li2O;
Drill hole LC21-003 intersected a six-meter-wide zone with 0.62 % Li2O at 45 m depth including a two metres wide intersection with 1.35% Li2O at 48 m depth. A second two-meter-wide pegmatite intersection assayed 0.63% Li2O at 73 m depth.

The Company entered into an option agreement to acquire a 100% interest in the Canadian Lithium Property on February 3, 2021. Pursuant the option agreement, the Company completed the required option payments and acquired a 100% interest in the property as of February 2023. The property is also subject to a 2.0% NSR.

1.2.4 Electron Lithium Property, Quebec

As of November 8, 2022, the Company had completed the option payment and share issuance to acquire 100% interest in the Electron Lithium property.

1.2.5 Falcon Lake Property, Ontario

The Falcon Lake property is comprised of 48 mineral claims covering approximately 987 hectares located in the Thunder Bay Mining Division, Ontario.

On September 30, 2022, the Company entered into an option agreement and a further amended option agreement to acquire a 100% interest in the Falcon Lake property ("Falcon Lake Agreement").

On October 21, 2022, the Company completed its commitments under the terms of the Falcon Lake Agreement, and acquired a 100% interest in the property.

1.2.6 Kokanee Creek Gold Property, British Columbia

The Kokanee Creek Gold Property consists of three mineral claims covering approximately 1,590 hectares area in the Nelson Mining Division, British Columbia, Canada. It is located 18 km to the east of Nelson. The property is part of a very active mining area with several historical and current gold, silver and base metals deposits located in the region. Nelson is a historical mining town dating back to the discovery of Toad Mountain Silver deposit in 1886. The Blue Bell Mine, located near the town of Riondel approximately 20 km NE of the Kokanee Creek Claims, is a manteau-type base metal deposit hosted by the Badshot limestones of the Lardeau Group. Closer to the Kokanee Claims are historical past producers the Molly Gibson and the Alpine.

In March 2020, the Company entered in an option agreement which was amended on February 28, 2021 and again on August 13, 2021, to acquire 100% interest in the Kokanee Creek Gold Property by making certain cash payments, share issuances and exploration expenditure requirements. During fiscal 2022, the Company completed the obligations under the amended option agreement to acquire 100% interest in the Kokanee Creek Gold Property. The property is subject to a 2.0% Net Smelter Return ("NSR") royalty.

The Company completed exploration work in July 2020 at its Kokanee Creek Gold Property. The exploration work included prospecting to locate historical mineralization areas, carry out surface sampling, and mapping of veins and geological structures. A total of 27 grab rock samples were collected from various outcrops and mineralized areas mentioned in the historical exploration work reports. The results indicate anomalous values of silver, cobalt, tungsten, and zinc. The Company wants to caution that grab samples are selected samples and are not necessarily representative of the mineralization hosted on the property.

Exploration Highlights:

Silver (Ag) values are in the range of 0.19 grams per tonne (g/t) to 43.69 g/t with average of 27 samples is 7.95 g/t, while seven samples are over 10 g/t, and two samples are 43.69 g/t;
Gold (Au) values are 0.006 g/t to 0.211 g/t with average 0.054 g/t;
Zinc is from 29.3 parts per million (ppm) to over 10,000 ppm (>1% Zn), where three samples are over the laboratory's method detection limits of 10,000 ppm;
Cobalt (Co) is from one ppm to over 2,000 ppm (>0.2%) where one sample is over the laboratory's method detection limits of 2,000 ppm;
Tungsten (W) is from less than 0.1 ppm to over 100 ppm (>100ppm) where one sample is over the laboratory's method detection limits of 100 ppm.

1.2.7 McNeely Lithium Property

1.2.8 Pontax West Lithium Property

Under the terms of the Pontax West Lithium Agreement, the Company has the option to acquire a 100% interest in the property by completing the following common share issuances:

Due Dates	Issuance of FE Battery common shares
On signing	1,500,000
October 13, 2024	2,000,000
October 13, 2025	2,500,000

The Pontax West Lithium property has a 1% GMR payable to the Optionor of which the Company will have the option to reduce the GMR by 1.0% by paying \$1,000,000 for one-half of one percent.

At March 31, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the Pontax Lithium Agreement.

1.2.9 Rose East Lithium Property

Under the terms of the Rose East Lithium Agreement, the Company hasthe option to acquire a 100% interest in the property by completing the following option payments:

Due Dates	Issuance of FE Battery common shares
March 4, 2023 (issued)	1,500,000
March 4, 2024	1,500,000

The Rose East Lithium Property is subject to a 1.0% GMR, of which the Company may repurchase by paying \$1,000,000 for each 0.5%.

At March 31, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.

1.2.10Rose West Lithium Property

On December 9, 2022, the Company entered into amended option agreement to which the Company could

acquire a 100% interest in the property by issuing 1,300,000 shares and granted the Company a 1% GMR. As of March 31, 2024, the Company issued the required shares to acquire a 100% interest in the Rose West Lithium property.

1.2.11 Cosgrave Lithium Property

Pursuant to the terms of the Cosgrave Agreement, the Company acquired a 100% interest in the Cosgrave Lithium property by issuing 175,000 common shares of the Company and by making the option payment of \$22,500 during the year ended March 31, 2024.

The Cosgrave Lithium Property is subject to a 1.5% NSR royalty, which the Company will have the option to reduce the NSR by 0.75% to 0.75% by paying \$500,000.

Qualified Person

Technical data pertaining to the properties above was reviewed and approved by Afzaal Pirzada, P.Geo., who is FE Battery's qualified person under National Instrument 43-101.

1.3 SELECTED ANNUAL FINANCIAL INFORMATION

The following table presents audited selected financial information for the last three audited fiscal years:

	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2022
	\$	\$	\$
Revenue	-	-	-
Net loss	(6,635,073)	(5,750,583)	(4,691,322)
Net loss per share	(0.14)	(0.22)	(0.28)
Total assets	9,297,394	13,011,449	6,903,814
Long term liabilities	-	-	-
Dividends	-	-	-

1.4 DISCUSSION OF OPERATIONS

Year ended March 31, 2024 compared to year ended March 31, 2023

The net loss and comprehensive loss for the year ended March 31, 2024 (the "Current Year") was \$6,635,073, a \$884,490 increase over the net loss of \$5,750,583 for the year ended March 31, 2023 (the "Comparative Year"). The significant variances for the Current Year and Comparative Year are as follows:

Consultants and director fees were \$111,500 in the Current Year, an decrease of \$56,267 over \$167,767 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees as well as director fees;
Exploration and evaluation expenditures were \$2,583,405 in the Current Year, an increase of \$762,732 over \$1,820,673 for the Comparative Year. The increase is due primarily to exploration drill programs on its Quebec lithium prospects carried out during the Current Year;
Investor relations were \$1,093,021 in the Current Year, an increase of \$227,213 over \$865,909 for the Comparative Year. Investor relations consist of North American and European Investor Marketing programs;
Professional fees were \$132,139 in the Current Year, a decrease of \$12,257 over \$144,396 for the Comparative Year. The decrease was due to reduced legal costs for the Company during the Current Year;
Shareholder communications was \$125,844 for the Current Year, a decrease of \$70,702 over \$196,546 for the Comparative Year. Shareholder communication consists primarily of investor programsfocused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company's online and digital media presence throughout North America and European markets. Shareholder communications also includes expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs;
Share-based compensation was \$1,786,445 in the Current Year, while the Comparative Year was \$2,190,000 expense. Share-based compensation expense is the fair value of restricted share units and stock options granted and vested to directors, officers and consultants during the year;
Gain on option of exploration and evaluation assets was \$Nil in the Current Year (Comparative Year- \$832,302). The Comparative Year consisted of option earn-in payments received by the Company pursuant to two joint venture agreements entered into during the Current Year;
Unrealized loss on marketable securities was \$549,946 in the Current Year while the Comparative Year was \$66,899. The loss was due to a decrease in the fair value of the market securitiesheld;
Recovery of flow-through premium liability was \$717,679 in the Current Year (Comparative Year \$185,872) due to the flow through recovery during the current year; and
Write-down of exploration and evaluation assets was \$749,771 for the Current Year (Comparative Year - \$1,081,250). These amounts are due to the Company's write down of the deferred costs on certain properties for which the Company is either negotiating amendment agreements, re-staking claims or has decided not to continue with further exploration work on the property.

Three months ended March 31, 2024 compared to three months ended March 31, 2023

The net loss and comprehensive loss for the three months ended March 31, 2024, was \$1,059,793 as compared to the net loss and comprehensive loss for the three months ended March 31, 2023, of \$3,290,038. The decrease in net loss of \$2,230,245 for the Current Period over the Comparative Period was primarily due to an increase exploration expenditure of \$1,028,953, and share-based compensation expense of \$2,244,588 occurring in the Comparative Period and partially off-set by a gain of \$832,302 on the option of exploration and evaluation assets, with the remaining differences similar to the same factors mentioned in the Current Year and Comparative Year discussion above.

1.5 SUMMARY OF QUARTERLY RESULTS

The financial results for each of the eight most recently completed quarters are summarized below:

	March 31,	December 31,	September 30,	June 30,
	2024	2023	2023	2023
Net revenues	\$ -	\$ -	\$ -	\$ -
Net loss	(\$1,059,793)	(\$1,703,604)	(\$1,866,040)	(\$2,005,636)
Per share	(\$0.02)	(\$0.03)	(\$0.04)	(\$0.05)
	March 31,	December 31,	September 30,	June 30,
	2023	2022	2022	2022
Net revenues	\$ -	\$ -	\$ -	\$ -
Net loss	(\$3,927,459)	(\$794,743)	(\$526,680)	(\$501,701)
Per share	(\$0.15)	(\$0.03)	(\$0.02)	(\$0.02)

Significant variations in the net loss between periods are primarily due to the write-down of exploration and evaluation assets, and share-based compensation as well as fluctuations in general administrative and shareholder communications expenses.

1.6 LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company's capital resources have been primarily limited to proceeds raised from equity financings. The Company's liquidity depends primarily on its ability to obtain external financing to meet the Company's future operating expenditures.

The Company is not exposed to any externally imposed capital requirements. There were no changes in the Company's approach to capital management during the period.

FE Battery began the year ended March 31, 2024, with \$3,664,578 in cash. During the year ended March 31, 2024, the Company expended \$4,110,969 on operating activities, net of working capital changes, spent \$52,500 on investing activities on its exploration and evaluation assets and generated \$2,203,799 from financing activities which was attributable to proceeds from share issuances, net of share issue costs, to end at March 31, 2024 with \$1,704,908 in cash.

On June 9, 2023, theCompany closed a non-brokered private placement consisting of 1,338,461 Quebecflowthrough shares ("QFT share") priced at \$0.65 per QFT share and 573,770 National flow through shares ("NFT share") priced at \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000. The Company recognized a liability for flow-through shares of \$91,783. The Company also paid finder's fees of \$73,200;

On November 21, 2023, the Company closed a non-brokered private placement consisting of 675,000 common shares priced at \$0.40 per share for aggregate gross proceeds of \$270,000 and 1,855,554 Quebec flow-through units ("QFT unit") priced at \$0.45 per QFT unit for gross proceeds of \$835,000. Each QFT unit consists of one flow-through share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of \$0.65 per share for a period of two years from the issue date. The QFT share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 4.39% and 4.57%, volatility factor of 116.96% and an expected life of two years. The Company recognized a liability for flow-through shares of \$92,778. The Company also paid finder's fees of \$48,000.

As discussed above, at March 31, 2024, the Company's working capital was \$1,678,090 compared to a working capital of \$1,994,858 at March 31, 2023. The Company's continued operations are dependent upon the Company's ability to obtain sufficient financing to carry on planned operations.

Management estimates that these funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months and will therefore will need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations. While the Company was successful in obtaining its most recent financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

The Company had 50,846,156 common shares issued and outstanding as at March 31, 2024. (March 31, 2023 – 41,920,038).

Outstanding Share Data as at the date of this MD&A

	Common
	shares issued	Share
Authorized: an unlimited number of common	and	purchase	Restricted
shares without par value.	outstanding	warrants	share units	Stock options
Outstanding at March 31, 2024	50,846,156	1,381,537	-	3,560,526
Common shares to private placement	1,739,130	-	-	-
Grant of stock options	-	-	-	1,200,000
Grant of restricted share units	-	-	2,000,000	-
Expired share purchase warrants	-	(453,759)	-	-
Outstanding at the date of this MD&A	52,585,286	927,778	2,000,000	4,760,526

1.7 OFF STATEMENT OF FINANCIAL POSITION ARRANGEMENTS

At March 31, 2024, the Company had no off-balance sheet arrangement such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

1.8 TRANSACTIONS WITH RELATED PARTIES

Remuneration of directors and key management personnel of the Company was as follows for the year ended March 31, 2024, 2023, and 2022:

		For the years e nde d March 31,
	2024	2023		2022
Consulting fees charged by directors of the Company	\$ 26,000	\$ 25,100	\$	64,000
Salaries, fees and benefits	\$ 234,800	\$ 200,000	\$	188,021
Share-based payments	\$ 1,455,180	\$ 600,000	\$	-

Related party balances as at March 31, 2024 and 2023 were as follows:

	March 31, 2024	March 31, 2023
Amounts due to Directors and Officers of the Company	\$ 171,294	\$ 322,176
Amounts due to former directors and officers and companies
controlled by former directors and officers	83,575	62,700
Totals	\$ 254,869	\$ 384,876

1.9 FOURTH QUARTER

FE Battery began the fourth quarter ended March 31, 2024, with \$2,140,564 in cash. During the three months ended March 31, 2024, the Company expended \$435,656 on operating activities, to end at March 31, 2024 with \$1,704,908 in cash.

1.10 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. There have been no significant changes to the Company's critical accounting estimates for the year ended March 31, 2024 from those disclosed in Note 3 of the Financial Statements.

1.11 CHANGES IN ACCOUNTING POLICIES

The Company prepares its financial statements using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The accounting policies and methods of application applied by the Company in these financial statements are the same as those applied in the Company's most recent annual financial statements for the year ended March 31, 2024, except for those policies which have changed as a result of the adoption of new and amended IFRS pronouncements effective April 1, 2023.

New, Amended and Future IFRS Pronouncements

More detail on these new, amended and future IFRS pronouncements are provided in Note 2 of the Company's Financial Statements.

1.12 FINANCIAL INSTRUMENTS AND OTHERINSTRUMENTS

Fair Value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following provides the valuation method of the Company's financial instruments as at March 31, 2024 and 2023:

				As at March 31,
	Level	2020	2019
Cash	1	\$ 1,704,908	\$	3,664,578
Reclamation deposits	1	\$ 11,000	\$	11,000
Marketable securities	1	\$ 187,425	\$	737,371
Financial liabilities	1	\$ 491,452	\$	2,819,281

There were no transfers from levels or change in the fair value measurements of financial instruments for the years ended March 31, 2024 and 2023.

Financial Risk Management

The Company's activities expose it to a variety of financial risks including liquidity risk, credit risk and market risk.

Liquidity Risk

Credit Risk

Market Risk

Interest Rate Risk

The Company has no significant exposure at March 31, 2024 to interest rate risk through its financial instruments.

Currency Risk

The Company has no significant exposure at March 31, 2024 to currency risk through its financial instruments.

Management of capital

The Company's objectives when managing capital are:

To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation and maintenance of the Company's existing properties, and to acquire, explore and develop other precious metals, basemetals and industrial mineral deposits;
To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and
To obtain the necessary financing if and when it isrequired.

The properties in which the Company currently holds an interest are in the exploration stage and the The properties in which the Company currently holds an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, isreasonable.

capital requirements. Further information relating to management of capital is disclosed in Note 1 of the Financial Statements.

1.13 RISKS AND UNCERTAINTIES

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Only investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment should undertake such investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position.

The Company's financial condition, results of operations and businesses are subject to certain risks, certain of which are described below (and elsewhere in this MD&A):

Property risk

None of the Company's Canadian projects have reserves or demonstrated economic viability and there is no assurance that an economic or minable deposit will be found. If the Company acquires additional mineral properties, any material adverse development affecting the new mineral properties could also have a material adverse effect on the financial condition and results of operations.

Additional Funding Requirements

The Company is reliant upon additional equity financing in order to continue its business and operations, as it is in the business of mineral exploration and at present does not derive any income from its mineral assets. There is no guarantee that future sources of funding will be available to the Company. If the Company is not able to raise additional equity funding in the future, it will be unable to carry out its business.

Mineral Exploration

Mineral exploration involves a high degree of risk. Few properties that are explored are brought to production. Unusual or unexpected geological formations, formation pressures, structural weaknesses, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities. The Company has relied on and will continue to rely on consultants and others for mineral exploration and exploitation expertise. Substantial expenditures are required to establish mineral reserves and resources through drilling. There can be no assurance that the funds required will be obtained on a timely basis or at all. The economics of exploiting mineral reserves and resources discovered by the Company are affected by many factors, many of which are outside the control of the Company, including the cost of operations, variations in the grade recovered, price fluctuations in the metal markets, costs of processing and other equipment, and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. There can be no assurance that the Company's mineral exploration and exploitation activities will be successful.

Commodity Price Volatility

The price of various commodities that the Company is exploring for can fluctuate significantly and is beyond the Company's control. The Company is specifically concerned with the prices of precious and base metals. While the Company would benefit from an increase in the value of precious and base metals, a decrease in the value of precious and base metals and other minerals could also adversely affect it.

Title to Mineral Properties

to the mineral properties for which it holds an option or concessions or mineral leases or licences, there can be no assurance that the Company has valid title to such mineral properties or that its title thereto will not be challenged or impugned. For example, mineral properties sometimes contain claims or transfer histories that examiners cannot verify; and transfers under foreign law often are complex. The Company does not carry title insurance with respect to its mineral properties. A successful claim that the Company does not have title to a mineral property could cause the Company to lose its rights to explore, develop and mine that property, perhaps without compensation for its prior expenditures relating to the property.

Country Risk

The Company could be at risk regarding any political developments in the country in which it operates.

Uninsurable Risks

Mineral exploration activities involve numerous risks, including unexpected or unusual geological operating conditions, formation weaknesses, hydrogeological conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could negatively affect the Company's profitability and financial position and the value of its common shares.

Environmental Regulation and Liability

The Company's activities are subject to laws and regulations controlling not only mineral exploration and exploitation activities but also the possible effects of such activities upon the environment. Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the imposition of fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors, officers and employees. Permits from a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure and reclamation. Future environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities and delays in the development of the Company's properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of closure and reclamation plans, the Company must comply with standards and laws and regulations that may entail costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. The Company does not maintain environmental liability insurance.

Regulations and Permits

The Company's activities are subject to a wide variety of laws and regulations governing health and worker safety, employment standards, waste disposal, protection of the environment, protection of historic and archaeological sites, mine development and protection of endangered and protected species and other matters. The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry out its activities. Changes in these laws and regulations or changes in their enforcement or interpretation could result in changes in legal requirements or in the terms of the Company's permits that could have a significant adverse impact on the Company's existing or future operations or projects. Obtaining permits can be a complex, time-consuming process. There can be no assurance that the Company will be able to obtain the necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding with

existing or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.

Potential Dilution

The issue of common shares of the Company upon the exercise of the options and warrants will dilute the ownership interest of the Company's current shareholders. The Company may also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company's then current shareholders could also be diluted.

1.14 OTHER MD&A INFORMATION

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The components of exploration costs are described in Note 6 of the Financial Statements.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

There was no change in the Company's internal controls over financial reporting ("ICFR") that occurred during the year ended March 31, 2024, and which materially affected, or is reasonably likely to materially affect, the Company's ICFR.

APPROVAL

The Board of Directors of FE Battery has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR website at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

Certain statements in this MD&A, other than statements of historical fact, constitute "forward-looking information" within the meaning of Canadian securities legislation, and the United States Private Securities Litigation Reform Act of 1995. "Forward-looking information" includes, but is not limited to, statements with respect to potential mineralization and geological merits of the Company's exploration projects the Company's future plans, exploration and drilling programs, objectives, business strategy, budgets, projected costs, financial results, expected cash runway and liquidity, and requirements for additional capital. In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects", "contemplates", "budget", "possible", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

which forward-looking information in this MD&A is based include the assumption that strategic alternatives are available to the Company, the assumption the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. Risks and uncertainties include, among others: inherent risks involved in the exploration and development of mineral properties; uncertaintiesinvolved in interpreting drill results and other exploration data; potential for delays in exploration activities; geology, grade and continuity of mineral deposits; possibility that future exploration results may not be consistent with the Company's current expectations; reduction in future prices of precious metals; currency fluctuations; accidents, labor disputes and other risks associated with the mining industry; delays in obtaining governmental approvals; uncertainties relating to the availability and costs of financing required in the future; events adversely affecting the cash resources and estimated cash availability; and competition and loss of key employees. Other risks and uncertainties are discussed throughout this MD&A and, in particular, in the section below entitled "Risks andUncertainties".

In making the statements in this MD&A containing forward-looking information, the Company has applied several material assumptions, including but not limited to, assumptions regarding the ability of the Company to obtain, on reasonable terms, the necessary financing to complete the exploration and development of its property interests, as well as the future profitable production or proceeds from the disposition of the Company's exploration and evaluation assets.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

The Company disclaims any intention or obligation to update or revise the forward-looking information in this MD&A, whether as a result of new information, events or otherwise, except as required by applicable securities legislation. Accordingly, readers are cautioned not to put undue reliance on forward-looking information.

(formerly FE Battery Metals Corp.)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Linear Minerals Corp. (formerly FE Battery Metals Corp.),

Opinion on the Financial Statements

We have audited the accompanying financial statements of Linear Minerals Corp. (formerly FE Battery Metals Corp.) (the "Company"), which comprise the statements of financial position as at March 31, 2025 and 2024 and the statements of loss and comprehensive loss, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2025 and 2024 and its financial performance and its cash flows for each of the years in the three-year period ended March 31, 2025, in conformity with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board.

Going Concern

Basis for Opinion

Critical Audit Matters

Exploration and Evaluation Assets – Assessment of Whether Indicators of Impairment Exist

Going Concern

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company's auditor since 2017.

Vancouver, Canada July 29, 2025

Statements of Financial Position

(Expressed in Canadian dollars)

		March 31,	March 31,
	Note	2025	2024
ASSETS
Current Assets
Cash	11	\$ 951,807	\$ 1,704,908
Amounts receivable and prepaid expenses	4	155,835	436,788
Marketable securities	5	123,912	187,425
Total Current Assets		1,231,554	2,329,121
Non-current Assets
Reclamation deposits		11,000	11,000
Equipment		1,336	1,822
Exploration and evaluation assets	6	5,956,076	6,955,451
Total Non-current Assets		5,968,412	6,968,273
Total Assets		\$ 7,199,966	\$ 9,297,394
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	7	\$ 558,765	\$ 236,583
Due to related parties	8	142,889	254,869
Flow-through share premium liability	9, 13	218,207	159,579
Total Liabilities		919,861	651,031
SHAREHOLDERS' EQUITY
Share capital	9	59,917,903	59,102,110
Warrants reserve		2,834,521	2,834,521
Share-based payments reserve	9	3,020,382	2,889,068
Deficit		(59,492,701)	(56,179,336)
Total Shareholders' Equity		6,280,105	8,646,363
Total Liabilities and Shareholders' Equity		\$ 7,199,966	\$ 9,297,394

Nature of operations and going concern Subsequent events	1 14

Approved and authorized for issue on behalf of the board of directors on July 29, 2025 by:

/s/Gurminder Sangha /s/Jurgen Wolf Director Director

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

			For the years ended March 31,
	Note	2025		2024		2023
Expenses
Consultants and directors fees	8	\$ 18,900	\$	111,500	\$	167,767
Exploration and evaluation costs	6	1,288,201		2,583,405		1,820,673
General and administrative		56,969		17,013		17,780
Investor relations		331,591		1,093,021		865,808
Professional fees		119,767		132,139		144,396
Salaries, fees and benefits	8	280,050		234,800		200,000
Shareholder communications		90,204		125,844		196,546
Share-based payments	8	131,314		1,786,445		2,190,000
Loss before other items		(2,316,996)		(6,084,167)		(5,602,970)
Other income (expenses)
Interest income		1,819		168		212
Gain on option of exploration and evaluation assets		-		-		832,302
Other income (expenses)		(56,867)		30,966		(2,000)
Loss on foreign exchange		(512)		(2)		(15,850)
Unrealized loss on marketable securities	5	(63,513)		(549,946)		(66,899)
Flow-through recovery	13	159,579		717,679		185,872
Write-down of exploration and evaluation assets	6	(1,036,875)		(749,771)		(1,081,250)
Total other expenses		(996,369)		(550,906)		(147,613)
Net loss and comprehensive loss for the year		\$ (3,313,365)	\$	(6,635,073)	\$	(5,750,583)
Loss per common share, basic and diluted		\$ (0.06)	\$	(0.14)	\$	(0.22)
Weighted average number of shares outstanding – basic and diluted		56,478,972		47,967,469		26,392,018

Statements of Changes in Equity (Expressed in Canadian dollars)

		Common Shares Without ParValue
	Note	Shares	Amount	Warrants Reserve	Share Subscription (Receivable)	Share-based Payments Reserve	Deficit	Total Equity (Deficiency)
Balance, March 31, 2022		20,589,209	\$ 45,943,854	\$ 2,471,579	\$ 19,134	\$ 1,833,998 \$	(43,793,680)	\$ 6,474,885
Shares issued for exploration and evaluation assets		2,642,104	931,526	-	-	-	-	931,526
Private placements		15,005,370	5,895,096	-	-	-	-	5,895,096
Fair value of warrants from private placement		-	(234,175)	234,175	-	-	-	-
Share issue costs		33,355	(241,453)	-	-	-	-	(241,453)
Share-based payments - RSUs	9	3,650,000	2,190,000	-	-	-	-	2,190,000
Net loss for the year		-	-	-	-	-	(5,750,583)	(5,750,583)
Balance, March 31, 2023		41,920,038	54,484,848	2,705,754	19,134	1,833,998	(49,544,263)	9,499,471
Shares issued for exploration and evaluation assets	9	3,058,333	1,995,416	-	-	-	-	1,995,416
Private placements	9	4,442,785	2,140,438	-	-	-	-	2,140,438
Fair value of warrants from private placement	9	-	(128,767)	128,767	-	-	-	-
Share issue costs	9	-	(121,200)	-	-	-	-	(121,200)
Share-based payments - Stock options	9	-	-	-	-	1,055,070	-	1,055,070
Share-based payments - RSUs	9	1,425,000	731,375	-	-	-	-	731,375
Share subscriptions	9	-	-	-	(19,134)	-	-	(19,134)
Net loss for the year		-	-	-	-	-	(6,635,073)	(6,635,073)
Balance, March 31, 2024		50,846,156	59,102,110	2,834,521	-	2,889,068	(56,179,336)	8,646,363
Private placements	9	10,489,130	881,793	-	-	-	-	881,793
Share issue costs	9	-	(66,000)	-	-	-	-	(66,000)
Share-based payments - Stock options	9	-	-	-	-	131,314	-	131,314
Net loss for the year		-	-	-	-	-	(3,313,365)	(3,313,365)
Balance, March 31, 2025		61,335,286	\$ 59,917,903	\$ 2,834,521	\$ -	\$ 3,020,382 \$	(59,492,701)	\$ 6,280,105

Statements of Cash Flows

(Expressed in Canadian dollars)

		For the years ended March 31,
	2025	2024	2023
Cash provided by (used in):
Operations
Net loss for the year	\$ (3,313,365)	\$ (6,635,073) \$	(5,750,583)
Items not involving cash:
Amortization	486	485	121
Share-based payments	131,314	1,786,445	2,190,000
Unrealized loss on marketable securities	63,513	549,946	66,899
Gain on option of exploration and evaluation assets	-	-	(832,302)
Gain on write-down of amounts payable and share subscriptions	-	(49,134)	-
Write-down of exploration and evaluation assets	1,036,875	749,771	1,081,250
Flow-through recovery	(159,579)	(717,679)	(185,872)
Changes in non-cash operating assets and liabilities:
Amounts receivable and prepaid expenses	280,953	668,099	(328,434)
Accounts payable and accrued liabilities	284,682	(333,822)	355,607
Due to related parties	(111,980)	(130,007)	347,953
Cash used in operating activities	(1,787,101)	(4,110,969)	(3,055,361)
Investing activities
Acquisition of exploration and evaluation assets Exploration and evaluation asset recoveries	- -	(52,500) -	(508,500) 716,377
Equipment purchases	-	-	(2,428)
Cash provided by (used in) investing activities	-	(52,500)	205,449
Financing activities
Proceeds from financing	1,100,000	2,324,999	6,620,375
Share issue costs	(66,000)	(121,200)	(217,371)
Cash provided by financing activities	1,034,000	2,203,799	6,403,004
Increase (decrease) in cash during the year	(753,101)	(1,959,670)	3,553,092
Cash, beginning of the year	1,704,908	3,664,578	111,486
Cash, end of the year	\$ 951,807 \$	1,704,908	\$ 3,664,578
Supplemental information:
Shares issued for exploration and evaluation assets	\$ -	\$ 1,995,416	\$ 931,526
Fair value of warrants issued in connection with financing	\$ -	\$ 128,767	\$ 234,175
Fair value of shares issued to finders	\$ -	\$ -	\$ 24,083
Exploration and evaluation assets in accounts payable	\$ 37,500 \$	-	\$ 1,834,000
Write-down of accrued exploration and evaluation acquisition
costs included in accounts payable	\$ -	\$ 1,834,000	\$ -

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

1. Nature of Operations and Going Concern

Linear Minerals Corp. ("Linear Minerals" or the "Company"), formerly known as FE Battery Metals Corp, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.

On December 31, 2024, FE Battery Metals Corp changed its name to Linear Minerals Corp. with a new trading symbol of 'LINE' on the Canadian Securities Exchange (LINE), the OTCBB Exchange (LINMF) and the Frankfurt Exchange (A4OY3E)

The Company will need to raise sufficient funds as the Company's current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance thatsuch financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company's performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing options, the Company has also implemented cost savings measures.

2. Basis of Preparation and Material Accounting Policy Information

(a) Statement of Compliance

These financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements ("IAS 1") as issued by the International Accounting Standards Board ("IASB"). The policies applied in these financial statements are based on IFRS Accounting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") issued and outstanding as at July 29, 2025, the date the board of directors approved these financial statements for issue.

(b) Basis of Measurement and Presentation

(c) Cash

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(d) Exploration and Evaluation Assets

Refer to note 3(c).

(e) Financial Instruments

Financial assets at FVPL

Financial assets at FVOCI

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(e) Financial Instruments (continued)

Financial assets at amortized cost

Financial liabilities

Derivative instruments

Fair values

Financial instruments that are measured at fair value subsequent to initial recognition are grouped into a hierarchy based on the degree to which the fair value is observable as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

Impairment of financial assets

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(e) Financial Instruments (continued)

Derecognition of financial assets and liabilities

(f) Equipment

(g) Impairment of Tangible and Intangible Assets

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(g) Impairment of Tangible and Intangible Assets (continued)

(h) Income Taxes

(i) Foreign Currency Translation

(j) Share-based Payments

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(j) Share-based Payments (continued)

(k) Restricted share units

The Company measures the cost of equity-settled share-based transactions by reference to the fair value of the equity instruments at the date at which they are granted. For restricted share units("RSU's"), the fair value of the grant is determined by multiplying the Company's share price at grant date by the number of RSU's granted.

(l) Marketable securities

Marketable securities are investments in publicly traded companies.

(m) Share Capital

Transaction costs directly attributable to the issuance of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

(n) Earnings (Loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share are the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and share purchase warrants are used to repurchase common shares at the average price during the period.

(o) Flow-through Shares

Notes to the Financial Statements For the years ended March 31, 2025, 2024, and 2023 (Expressed in Canadian dollars)

2. Basis of Preparation and Material Accounting Policy Information (continued)

(o) Flow-through Shares (continued)

(p) Decommissioning Liabilities

The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The Company records the present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the period in which the obligation is incurred. The nature of the rehabilitation activities includes restoration, reclamation and re-vegetation of the affected exploration sites.

(q) New, Amended and Future IFRS Pronouncements

Accounting standards and amendments issued but not yet adopted

3. Critical Accounting Judgments and Estimates

(a) Going Concern

(b) Intangible Exploration and Evaluation Assets

Management is required to assess impairment in respect of intangible exploration and evaluation assets. Note 6 discloses the carrying value of such assets. The triggering events for the potential impairment of exploration and evaluation assets are defined in IFRS 6 Exploration for and Evaluation of Mineral Properties and are as follows:

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

3. Critical Accounting Judgments and Estimates(continued)

(b) IntangibleExplorationandEvaluationAssets(continued)

explorationfor and evaluation of mineralresourcesin the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
sufficient data existsto indicate that, although a development in the specific area islikely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

4. Amounts Receivable and Prepaid Expenses

	March 31,	March 31,
	2025	2024
GST/HST	\$ 97,042	\$ 126,549
Prepayments and other receivable	58,793	310,239
Total	\$ 155,835	\$ 436,788

5. Marketable Securities

As at March 31, 2025, the fair values of the marketable securities are asfollows:

	Number of	Accumulated unrealized
Available -for-sale Securities	shares	Cost	holding loss	Fair Value
Shares in Battery Age Minerals Ltd. (Note 6)	2,125,000 \$	804,270 \$	(680,358)	123,912

As at March 31, 2024, the fair values of the marketable securities are asfollows:

			Accumulated
	Number of		unrealized
Available -for-sale Securities	shares	Cost	holding loss	Fair Value
Shares in Battery Age Minerals Ltd. (Note 6)	2,125,000	\$ 804,270 \$	(616,845)	187,425

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

6. Exploration and Evaluation Assets

(Expressed in Canadian dollars)

Exploration and evaluation assets deferred to the statements of financial position at March 31, 2025 and 2024 are as follows:

	March31,			March31,
	2024	Additions	Write-off	2025
Abitibi Lithium	\$ 1,767,000	\$ -	\$ -	\$ 1,767,000
Augustus Lithium	593,290	-	-	593,290
Canadian Lithium	228,881	-	-	228,881
Cosgrave Lithium	104,750	-	(104,750)	-
Electron Lithium	650,405	-	-	650,405
Kokanee Creek	932,125	-	(932,125)	-
McNeely	820,000	-	-	820,000
Pontax West Lithium	-	37,500	-	37,500
Rose East Lithium	975,000	-	-	975,000
Rose West Lithium	884,000	-	-	884,000
	\$ 6,955,451	\$ 37,500 \$	(1,036,875)	\$ 5,956,076
	March 31,			March 31,
	2023	Additions	Write-off	2024
Abitibi Lithium	\$ 1,767,000	\$ -	\$ -	\$ 1,767,000
Augustus Lithium	593,290	-	-	593,290
Canadian Lithium	228,881	-	-	228,881
Cosgrave Lithium	-	104,750	-	104,750
Electron Lithium	650,405	-	-	650,405
Jubilee Lithium	20,000	30,000	(50,000)	-
Kokanee Creek	932,125	-	-	932,125
McNeely	820,000	-	-	820,000
North Spirit	442,105	-	(442,105)	-

(a) Abitibi Lithium Property

On March 12, 2021, the Company entered into a purchase agreement to acquire a 100% interest in the Abitibi Lithium property (the "Abitibi Agreement"). The Abitibi Lithium property is comprised of 233 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec.

Rose West Lithium 884,000 - - 884,000 Rose East Lithium 900,000 75,000 - 975,000 Titan Gold 178,500 - (178,500) - Trix Lithium 75,000 4,166 (79,166) -

\$ 7,491,306 \$ 213,916 \$ (749,771) \$ 6,955,451

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(b) Augustus Lithium Property

The Augustus Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying \$1,000,000.

(c) Canadian Lithium Property

On February 3, 2023, the Company had completed the required option payments of \$60,000 and issuance of 230,263 common shares to acquire a 100% interest of the Canadian Lithium Property.

The Canadian Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying \$1,000,000.

(d) Cosgrave Lithium Property

During the year ended March 31, 2025, the Company decided it would not be pursuing any further exploration work on the Cosgrave Lithium property, allowed the claims to lapse and wrote-off all deferred costs incurred to date.

(e) Electron Lithium Property

On March 2, 2022, the Company entered into a purchase agreement to acquire a 100% interest in the Electron Lithium property (the "Electron Agreement"). The Electron Lithium property is comprised of 426 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in western Quebec.

On November 8, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Electron Lithium property.

The Electron Lithium property is subject to a 3% Gross Metal Royalty ("GMR"), which the Company will have the option to reduce the GMR by 1.0% to 2.0% by paying \$1,000,000.

On November 14, 2022, the Company entered into a joint venture agreement (the "Infini Joint Venture Agreement") with Infini Resources Pty Ltd. ("Infini Resources") whereby Infini Resources may earn a 100% interest in 230 of the 426 mineral claims comprising the Electron Lithium Property.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(e) Electron Lithium Property (continued)

Pursuant to the Infini Joint Venture Agreement, Infini Resources made a non-refundable payment of AUD\$50,000 (CAD\$44,088) and has elected to earn an initial 50% interest by making an initial cash payment of AUD\$550,000 (CAD\$486,837). Upon exercising the option, a joint venture will also be formed between Linear Minerals and Infini Resources to further advance the project. Infini Resources has the option to acquire an additional 25% by making a further AUD\$150,000 payment and issuing shares of Infini Resources in the value of AUD\$150,000 within 18 months of earning its initial 50% interest. Infini Resources may then acquire the remaining 25% interest, for a 100% beneficial interest by making a further payment AUD\$300,000 and issuing shares of Infini Resources in the value of AUD\$300,000 within 12 months of earning its 75% interest. Infini Resources did not exercise its option to acquire an additional 25% interest within 18 months of earning its initial 50% interest.

The Infini Joint Venture Agreement may be terminated in certain circumstances, including by Linear Minerals if certain milestones are not met in accordance with the agreement.

(f) Falcon Lake Property

On October 21, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Falcon Lake property.

Pursuant to the Battery Age Minerals Joint Venture Agreement, Battery Age Minerals made a non-refundable payment of AUD\$50,000 (CAD\$45,359) and elected to earn a 65% interest by completing the initial option payment consisting of a cash payment of AUD\$100,000 (CAD\$93,999) and issuing the Company 1,375,000 of Battery Age Mineral shares valued at \$513,975. Battery Age Minerals earned a further 25% interest, for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at \$290,295 and by making a cash payment of AUD\$50,000 (CAD\$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further payment equal to the lower of the price determined by independent valuation or AUD\$2 million. Upon Battery Age Minerals earning a 90% interest, a joint venture was deemed to have been formed between Linear Minerals and Battery Age Minerals to further advance the project.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(g) Jubilee Lithium Property

Under the terms of the Jubilee Lithium Agreement, the Company had acquired a 100% interest in the property by completing the following option payments:

Due Dates	Option payments (\$)
December 1, 2024 (paid)	20,000
December 1, 2025 (paid)	30,000

During the year ended March 31, 2024, the Jubilee Lithium Property claims were allowed to lapse and as result the Company wrote-off all deferred costs incurred to date.

(h) Kokanee Creek Property

During the year ended March 31, 2021, the Company decided it would not be pursuing any further exploration work on the Independence Gold property and wrote-off all deferred costs incurred to date.

During the year ended March 31, 2025, the Company decided it would not be pursuing any further exploration work on the Kokanee Creek property, allowed the claims to lapse and wrote-off all deferred costs incurred to date.

(i) McNeely Lithium Property

(j) North Spirit Property

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(j) North Spirit Property (continued)

On October 26, 2022, the Company entered into an amended option agreement which amended the certain cash payments, share issuances and exploration requirements of the option agreement.

Under the terms of the amended North Spirit option agreement, the Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares.

The North Spirit property has a 1% GMR payable to the Optionor.

During the year ended March 31, 2024, the Company decided it would not be pursuing any further exploration work on the North Spirit property and wrote-off all deferred costs incurred to date.

(k) Pontax West Lithium Property

On September 13, 2024, the Company entered into an amended option agreement (the "Pontax West Lithium Amended Agreement") which amended the due dates for certain share issuances and exploration expenditure requirements of the option agreement.

Under the terms of the Pontax West Lithium Amended Agreement, the Company acquired a 100% interest in the property by completing the share issuance of 2,500,000 on May 7, 2025. The share issuance has been accrued at March 31, 20225 in the amount of \$37,500 (Note 14).

The Pontax West Lithium property has a 1.5% GMR payable to the Optionor of which the Company will have the option to reduce the GMR by 1.0% by paying \$1,000,000 for one-half of one percent.

(l) Rose East Lithium Property

Under the terms of the Rose East Lithium Agreement, the Company has the option to acquire a 100% interest in the property by completing the following option payments:

Due Dates	Issuance of Linear Minerals common shares
March 4, 2023 (issued)	1,500,000
March 4, 2024	1,500,000

The Rose East Lithium Property is subject to a 1.0% GMR, of which the Company may repurchase by paying \$1,000,000 for each 0.5%.

At March 31, 2025, the Company and the Optionor are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

(m) Rose West Lithium Property

The Rose West Lithium property has a 1% GMRpayable to the optionor upon the commencement of commercial production.

(n) Titan Gold Property

During the year ended March 2024, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.

(o) Trix Lithium Property

During the year ended March 2024, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.

Exploration and evaluation expenditures recorded in the statements of loss and comprehensive loss for the year ended March 31, 2025, 2024 and 2023 are as follows:

Year ended	Assay and	Drilling and	Field	Geological	Geological and Technical	Land claims and property	Total March 31,
March 31, 2025	sampling	mobilization	expenditures	Consulting	Services	taxes	2025
Quebec
Augustus Lithium	\$ 57,169	\$ 338,643	\$ 231,666	\$ 142,236	\$ 178,650	\$ 6,973	\$ 955,337
Pontax West Lithium	-	-	-	30,000	-	-	30,000
Rose East Lithium	-	-	-	25,000	-	-	25,000
Rose West Lithium	-	-	-	25,000	-	-	25,000
General Exploration	-	-	95,765	92,449	64,650	-	252,864
Total	\$ 57,169	\$ 338,643	\$ 327,431	\$ 314,685	\$ 243,300	\$	6,973 \$ 1,288,201

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

6. Exploration and Evaluation Assets (continued)

						Geological		Land claims
						and		and	Total
Year ended	Assay and	Drilling and	Field		Geological	Technical		property	March31,
March 31, 2024	sampling	mobilization	expenditures		Consulting	Services		taxes	2024
Ontario
Trix Lithium	\$ -	\$ -	\$ 45,000 \$		65,050	\$	-	- \$ \$	110,050
Quebec
Augustus Lithium	98,566	907,763	366,970		228,700	506,769		13,087	2,121,855
Pontax West Lithium	-	-	-		181,000		-	-	181,000
Rose West Lithium	-	-	-		72,600		-	-	72,600
Rose East Lithium	-	-	-		88,200		-	-	88,200
General Exploration	-	-	-		-	9,700		-	9,700
Total	\$ 98,566	\$ 907,763	\$ 411,970		\$ 635,550	\$ 516,469	\$	13,087	\$ 2,583,405
						Geological Land claims
						and		and	Total
Year ended	Assay and	Drilling and	Field		Geological	Technical		property	March 31,
March 31, 2023	sampling		mobilization expenditures		Consulting	Services		taxes	2023
Ontario
Jubilee Lithium	\$ -	\$ -	\$	- \$	29,465	\$ 34,830		\$ -	\$ 64,295
Trix Lithium	7,000	-	-		25,750		-	-	32,750
Quebec

7. Accounts Payable and Accrued Liabilities

	March31, 2025	March31, 2024
Trade and other payables	\$ 411,565	\$ 206,583
Accrued liabilities	147,200	30,000
Totals	\$ 558,765	\$ 236,583

Titan Gold 36,450 - 32,400 20,250 - - 89,100 Augustus Lithium 20,634 733,741 216,690 176,850 326,948 - 1,474,863 General Exploration 8,401 - 2,214 149,050 - - 159,665 Total \$ 72,485 \$ 733,741 \$ 251,304 \$ 401,365 \$ 361,778 \$ - \$ 1,820,673

8. Related Party Transactions and Balances

Remuneration of directors and key management personnel of the Company for the years ended March 31, 2025, 2024, and 2023 were as follows:

	For the years ended March 31,
	2025		2024		2023
Consulting fees charged by directors of the Company	\$ 8,900	\$	10,000	\$	10,000
Exploration consulting fees charged by directors	\$ 3,200	\$	16,000	\$	15,100
Salaries, fees and benefits	\$ 280,050	\$	234,800	\$	200,000
Share-based payments	\$ 114,900	\$	1,455,180	\$	600,000

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

8. Related Party Transactions and Balances (continued)

Related party balances as at March 31, 2025 and 2024 were as follows:

	March 31,
	2025		2024
Amounts due to Directors and Officers of the Company	\$ 26,501	\$	171,294
Amounts due to companies controlled by directors and officers	116,388		83,575
Total	\$ 142,889	\$	254,869

The directors' and officers' balances also include fees and expenses owing to directors and officers incurred in the normal course of business.

9. Share Capital

(a) Authorized – Unlimited number of common shares without par value.

(b) Issued share capital

The Company had 61,335,286 common sharesissued and outstanding as at March 31, 2025 and 50,846,156 common shares issued and outstanding as at March 31, 2024.

Fiscal 2025

i) On April 18, 2024, the Company closed a non-brokered private placement consisting of 1,739,130 Quebec flow-through shares("QFT share") priced at \$0.23 per QFT share for gross proceeds of \$400,000. The Company recognized a liability for flow-through shares of \$86,957 (Note 13) also paid finder's fees of \$24,000; and
ii) On October 16, 2024, the Company closed its non-brokered private placement and issued 8,750,000 QFT shares at a price of \$0.08 per QFT share for gross proceeds of \$700,000. The Company recognized a liability for flow-through shares of \$131,250 (Note 13) and also paid finders' fees of \$42,000.

Fiscal 2024

i) On April 3, 2023, the Company issued 1,500,000 common shares value at \$975,000, pursuant to the Rose East Lithium property option agreement and 83,333 common shares valued at \$54,166, pursuant to the Trix Lithium property option agreement (see Note 6);
ii) On April 5, 2023, the Company issued 1,300,000 common shares valued at \$884,000, pursuant to the Rose West Lithium property option agreement to acquire a 100% interest in the property (see Note 6);
iii) On May 26, 2023, the Company issued 550,000 RSUs valued at \$324,500 to the directors, officers, and consultants of the Company;
iv) On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow-through shares ("QFT share") priced at \$0.65 per QFT share and 573,770 National flow through shares ("NFT share") pricedat \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000. The Company recognized a liability for flow-through shares of \$91,783 (Note 13). The Company also paid finder's fees of \$73,200;
v) On September 22, 2023, the Company issued 175,000 common shares value at \$82,250, pursuant to the Cosgrave Lithium property option agreement as well as issued 875,000 RSUs valued at \$406,875 to the director, officers, and consultants of the Company (see Note 6); and

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

9. Share Capital (continued)
(b) Issued share capital (continued)
vi) On November 21, 2023, the Company closed a non-brokered private placement consisting of 675,000 common shares priced at \$0.40 per share for aggregate gross proceeds of \$270,000 and 1,855,554 Quebec flow-through units ("QFT unit") priced at \$0.45 per QFT unit for gross proceeds of \$835,000. Each flow-through unit consists of one flow-through share and one-half common share purchase warrant.Each whole warrant entitlesthe holderto purchase one common share at a price of \$0.65 per share for a period of two years from the issue date. The QFTshare purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 4.39% and 4.57%, volatility factor of 116.96% and an expected life of two years. The Company recognized a liability for flow-through shares of \$92,778 (Note 13). The Company also paid finder's fees of \$48,000.

(c) Stock Options

The continuity for stock options for the years ended March 31, 2025, 2024 and 2023 is as follows:

	Number of Stock Options	Weighted Average Exercise Price
Balance, fully vested and exercisable at March 31, 2022	1,757,894	\$1.10
Expired	(197,368)	\$1.52
Balance, fully vested and exercisable at March 31, 2023	1,560,526	\$1.04
Granted	2,000,000	\$0.59
Balance, fully vested and exercisable at March 31, 2024	3,560,526	\$0.79
Granted	1,200,000	\$0.18
Balance, fully vested and exercisable at March 31, 2025	4,760,526	\$0.63

As at March 31, 2025, the following stock options were outstanding:

ExpiryDate	Number Outstanding	NumberExercisable	Weighted average exercise price	Average Remaining Contractual Life
February 9, 2026	694,737	694,737	\$0.80	0.86
February 11, 2026	342,105	342,105	\$1.33	0.87
April 26, 2026	1,200,000	1,200,000	\$0.18	1.07
May 14, 2026	223,684	223,684	\$1.33	1.12
July 13, 2026	236,842	236,842	\$0.95	1.28
January 6, 2027	63,158	63,158	\$1.33	1.77
June 4, 2028	2,000,000	2,000,000	\$0.59	3.18
	4,760,526	4,760,526	\$0.63	1.94

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

9. Share Capital (continued)

(d) Share Purchase Warrants

The continuity for share purchase warrants for the years ended March 31, 2025, 2024 and 2023 is as follows:

	Number of Warrants
		Exercise Price
Balance, March 31, 2022	5,382,423	\$1.71
Issued	1,177,444	\$1.83
Expired	(4,210,438)	\$1.73
Balance, March 31, 2023	2,349,429	\$1.69
Issued	927,778	\$0.65
Expired	(1,895,670)	\$1.69
Balance, March 31, 2024	1,381,537	\$1.00
Expired	(453,759)	\$1.71
Balance, March 31, 2025	927,778	\$0.65

As at March 31, 2025, the following share purchase warrants issued in connection with private placements were outstanding:

		Number Outstanding and	Average Remaining
Expiry date	Exercise price	Exercisable	Contractual Life
November 8, 2025	\$0.65	888,889	0.61
November 20, 2025	\$0.65	38,889	0.65
	\$0.65	927,778	0.61

(e) Restricted share units

Fiscal 2025

No restricted share units were granted by the Company during the year ended March 31, 2025.

Fiscal 2024

During the year ended March 31, 2024, the Company granted 1,425,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest immediately and are subject to a four month hold period from the date of grant. The Company recorded \$731,375 of share-based payments on the granted RSU's during the year ended March 31, 2024.

Fiscal 2023

During the year ended March 31, 2023, the Company granted 3,650,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest immediately and are subject to a four month hold period from the date of grant. The Company recorded \$2,190,000 of share-based payments on the granted RSU's during the year ended March 31, 2023.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

9. Share Capital (continued)

(e) Restricted share units (continued)

The continuity for restricted share units for the years ended March 31, 2025, 2024 and 2023 is as follows:

	RSU's outstanding
Balance, March 31, 2022	-
Granted	3,650,000
Vested and issued	(3,650,000)
Balance, March 31, 2023	-
Granted	1,425,000
Vested and issued	(1,425,000)
Balance, March 31, 2024 and March 31, 2025	-

(f) Share-Based Payments Reserve

The fair value of each option granted to directors, officers and consultants was estimated on the date of grant using the Black-Scholes option-pricing model.

Fiscal 2025

On April 26, 2024, the Company granted 1,200,000 incentive stock options to directors, officers and consultants and all of which vested at the date of grant. The options are exercisable at \$0.18 per share, expiring on April 25, 2026. The fair value of these options was \$131,314 and was calculated using the Black-Scholes pricing model, based on the following assumptions:weighted average risk-free interest rate of 4.33%, volatility factor of 129.06% and an expected life oftwo years.

Fiscal 2024

10. Segmented Information

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

11. Financial Instruments and RiskManagement

Fair Value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following provides the valuation method of the Company's financial instruments as at March 31, 2025 and 2024:

			As atMarch 31,
	Level		2025	2024
Cash	1	\$	951,807	\$ 1,704,908
Reclamation deposits	1	\$	11,000	\$ 11,000
Marketable securities	1	\$	123,912	\$ 187,425
Financial liabilities	1	\$	701,654	\$ 491,452

There were no transfers from levels or change in the fair value measurements of financial instruments for the years ended March 31, 2025 and 2024.

Financial Risk Management

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attemptsto manage liquidity risk by maintaining a sufficient cash balance. As at March 31, 2025, the Company had cash of \$951,807 to settle accounts payable and accrued liabilities (inclusive of amounts due to related parties) of \$701,654.

Market Risk

Interest Rate Risk

The Company has no significant exposure at March 31, 2025, to interest rate risk through its financial instruments.

Notes to the Financial Statements For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

11. Financial Instruments and Risk Management (continued)

Credit Risk

Currency Risk

The Company has no significant exposure at March 31, 2025, to currency risk through its financial instruments.

12. Management of Capital

The Company's objectives when managing capital are:

• To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and

• To obtain the necessary financing if and when it is required.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

12. Management of Capital (continued)

There were no changes in the Company's approach to capital management during the year ended March 31, 2025, compared to the year ended to March 31, 2024. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.

13. Income Taxes

The reconciliation of the expected income tax recovery is as follows:

	2025	2024
Net loss for the year	\$ 3,313,365 \$	6,635,073
Statutory tax rate	27%	27%
Expected income tax recovery	895,000	1,791,000
Decrease to income tax recovery due to:
Non-deductible permanent differences	(396,000)	(1,139,000)
Change in tax assets not recognized	(499,000)	(652,000)
Income tax recovery	\$ \$ -	-

The significant components of the Company's deferred tax assets are as follows:

	March 31,	March 31,
	2025	2024
Mineral property interests	2,878,000	2,671,000
Equipment	98,000	97,000
Operating losses carried forward	4,935,000	4,643,000
Capital losses and other	1,162,000	1,162,000
Total deferred tax assets	9,073,000	8,573,000
Deferred tax assets not recognized	(9,073,000)	(8,573,000)
	\$ -	\$ -

The Company's unrecognized deductible temporary differences and unused tax losses consist of the following:

	March 31,	March 31,
	2025	2024
Mineral property interests	\$ 10,660,000	\$ 9,894,000
Equipment	361,000	361,000
Operating losses carried forward	18,277,000	17,195,000
Capital losses and other	4,303,000	4,303,000
Unrecognized deductible temporary differences	\$ 33,601,000	\$ 31,753,000

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

13. Income Taxes (continued)

The realization of income tax benefits related to these deferred potential tax deductions is uncertain and cannot be viewed as more likely than not. Accordingly, no deferred income tax assets have been recognized for accounting purposes. The Company has Canadian non-capital losses carried forward of \$18,277,000 that may be available for tax purposes. The losses expire as follows:

Expiry date	\$
2027	618,000
2028	928,000
2029	908,000
2030	706,000
2031	1,704,000
2032	1,339,000
2033	1,092,000
2034	879,000
2035	530,000
2036	196,000
2037	233,000
2038	271,000
2039	530,000
2040	428,000
2041	1,101,000
2042	2,228,000
2043	1,703,000
2044	1,801,000
2045	1,082,000
Total	18,277,000

Liability and Income Tax Effect on Flow-Through Shares

On June 9, 2023, the Company had closed a non-brokered private placement and issued 1,338,461 QFT shares priced at \$0.65 per QFT share and 573,770 National flow through shares ("NFT share") priced at \$0.61 per NFT share for aggregate gross proceeds of \$1,220,000. The Company recognized a liability for flow-through shares of \$91,783. At March 31, 2024, the Company had incurred \$496,325 in qualified expenditures. During the year ended March 31, 2025, the Company incurred the remaining \$723,675 in qualified expenditures

On April 26, 2024, the Company had closed a non-brokered private placement and issued 1,739,130 QFT shares priced at \$0.23 per QFT share for aggregate gross proceeds of \$400,000. The Company recognized a liability for flow-through shares of \$86,957. At March 31, 2025, the Company had incurred \$Nil in qualified expenditures.

Notes to the Financial Statements

For the years ended March 31, 2025, 2024, and 2023

(Expressed in Canadian dollars)

13. Income Taxes (continued)

On October 18, 2024, the Company had closed a non-brokered private placement and issued 8,750,000 QFT Shares priced at \$0.08 per QFT share for gross proceeds of \$700,000. The Company recognized a liability for flow-through shares of \$131,250. At March 31, 2025, the Company had incurred \$Nil in qualified expenditures.

During the year ended March 31, 2025, the Company incurred, in aggregate, \$1,558,674 in qualified flow-through expenditures and recognized a flow-through recovery of \$159,579.

At March 31, 2025, the Company is required to incur \$1,100,000 of flow-through qualified expenditures.

14. Subsequent Events

On May 7, 2025, the Company issued 2,500,000 common shares pursuant the Pontax West Lithium property option agreement. The cost of \$37,500 for the share issuance has been accrued at March 31, 2025; and
On May 8, 2025, the Company granted 4,500,000 RSU's to directors, officers and consultants. The RSUs will vest over an eight-month period, with 50 per cent vesting four months from the grant date and the remaining 50 per cent vesting eight months from the grant date.

(formerly FE Battery Metals Corp.)

MANAGEMENT'S DISCUSSION & ANALYSIS

YEAR ENDED MARCH 31, 2025

1.0 INTRODUCTION

The following is Management's Discussion and Analysis ("MD&A") of the financial and operational results of Linear Minerals Corp. ("Linear Minerals" or the "Company") for the year ended March 31, 2025 and up to the date of the MD&A and should be read in conjunction with the annual audited financial statements of the Company for the years ended March 31, 2025, 2024, and 2023 and the related notes thereto, (the "Financial Report"). All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

On December 31, 2024, FE Battery Metals Corp changed its name to Linear Minerals Corp.

Linear Minerals Corp., formerly known as FE Battery Metals Corp, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.

The Company's common shares trade on the Canadian Securities Exchange (LINE), the OTCBB Exchange (FEMFF) and the Frankfurt Exchange (A2JC89).

Unless indicated otherwise, all financial data in this MD&A has been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Linear Minerals is a junior resource company engaged in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada.

This MD&A contains information to July 29, 2025.

Additional information relating to the Company is available on Sedar at www.sedarplus.ca and on the Company's website www.linearminerals.com.

1.1 FISCAL 2025 HIGHLIGHT SUMMARY

The Company's significant events and highlights for the year ended March 31, 2025 and to the date of this MD&A are as follows:

On April 18, 2024, the Company closed a private placement for gross proceeds of \$400,000, by issuing 1,739,130 QFT shares priced at \$0.23 per QFT share and paid finder's fees of \$24,000;
On October 17, 2024, the Company closed the first tranche of the non-brokered private placement and issued 8,750,000 flow-through common shares at a price of \$0.08 cents per share for gross proceeds of \$700,000 and will pay 6% in finders' fees of \$42,000; and
The Company commenced its 2024 exploration drill program at the Augustus lithium property during Q3 of FY2025. The exploration drill program is designed based on historical and current exploration data. The 2024 drill program included 11 drill holes, totaling 1,558 metres. To date, a total of 100 drill holes have been completed on the property, with a cumulative diamond drilling of 18,165.64metres.

1.2 OVERVIEW OF PROJECTS

1.2.1 Augustus Lithium Property, Quebec

Fiscal 2025 Exploration Highlights:

During FY2025, the Company initiated an exploration drill program which includes 11 drill holes for 1,558 metres of drilling of which the Company announced the following drill hole results, with the full drill hole result included in their respective news releases:

Drill hole LC24-90 intersected three spodumene-bearing lithium pegmatites of variable widths with grade over 1 per cent (%) lithium oxide (Li2O);
Drill hole LC24-91 intersected three lithium zones, and drill hole LC24-92 intercepted two lower-grade lithium zones. Both drill holes have anomalous rare metals, including beryllium (Be), cesium (Cs), niobium (Nb), tantalum (Ta), and rubidium (Rb);
Drill hole LC24-93 intersected 1.02 % Li2O over 9.95 m at 68.45 drilled dept, and drill hole LC24-94 intercepted a 0.39% Li2O over 6.9 m at 61.35 m depth. There are anomalous values of other rare metals in both drill holes such as Be, Cs, Nb, Ta and Rb;
Drill holes LC24-95 intercepted 0.46 % Li2O over 25.15 m at 88.45 m drilled depth. The drill hole LC24-96 intersected 1.01 % Li2O over 18.1 m at 49.9 m drilled depth with some other smaller intercepts. There are anomalous values of other rare metals in both drill holes such as Be, Cs, Nb, Ta and Rb. Both drill holes intercepted three mineralized zones of various grades andthicknesses;
Drill hole LC24-97 intercepted four lithium bearing zones of various grades and thicknesses, including an intercept of 1.00 % Li2O over 8.90 m at a drilled depth of 139 meters. Additionally, the hole returned anomalous values of other rare metals such as Be, Cs, Nb, Ta and Rb, along with anomalous nickel (Ni) and chromium (Cr) at various depths; and

• Drill hole LC24-98 intercepted 0.39 % Li2O over 17 m at 61.50 m depth with three other smaller intercepts. Drill hole LC24-99 intersected 1.09 % Li2O over 5 m at 1.45 m drilled depth with additional smaller intercepts. There are anomalous values of other rare metals in both drill holes such as Be, Cs, Nb, Ta and Rb.

1.2.2 Abitibi Lithium Property, Quebec

1.2.3 Canadian Lithium Property, Quebec

The Canadian Lithium Property is a worked deposit located in Range 1 lot 25-26 in the Landrienne Township at G.P.S 284861 E - 5368288 N. The main outcrop was discovered in 1948 near the boundary line separating the Landrienne and La Corne Townships. A group of parallel pegmatite dykes associated with Lacorne Batholith contains aggregates of spodumene, lepidolite, quartz and feldspar accompanied by traces of beryl, clevelandite, colombo-tantalite. Historical drilling in 1955 on claim CDC-2196058 documented on the Quebec Ministry of Energy and Natural Resources (MERN) database indicate a total of 12 drill holes with a cumulative drilling 1,454 metres indicating extension of Canadian Lithium deposit to the west on this newly acquired claim.

1.2.4 Electron Lithium Property, Quebec

As of November 8, 2022, the Company had completed the option payment and share issuance to acquire 100% interest in the Electron Lithium property.

On November 14, 2022, the Company entered into a joint venture agreement (the "Infini Joint Venture Agreement") with Infini Resources Pty Ltd. ("Infini Resources") whereby Infini Resources may earn a 100% interest in 230 of the 426 mineral claims comprising the Electron Lithium Property.

1.2.5 Falcon Lake Property, Ontario

The Falcon Lake property is comprised of 48 mineral claims covering approximately 987 hectares located in the Thunder Bay Mining Division, Ontario.

On September 30, 2022, the Company entered into an option agreement and a further amended option agreement to acquire a 100% interest in the Falcon Lake property ("Falcon Lake Agreement").

On October 21, 2022, the Company completed its commitments under the terms of the Falcon Lake Agreement, and acquired a 100% interest in the property.

On January 27, 2023, the Company executed a joint venture agreement (the "Battery Age Minerals Joint Venture Agreement") with Battery Age Minerals Limited ("Battery Age Minerals") whereby Battery Age

Minerals may earn a 100% interest in the Falcon Lake Property.

1.2.6 McNeely Lithium Property

1.2.7 Pontax West Lithium Property

Under the terms of the Pontax West Lithium Amended Agreement, the Company acquired a 100% interest in the property by completing the share issuance of 2,500,000 on May 7,2025.

The Pontax West Lithium property has a 1.5% GMR payable to the Optionor of which the Company will have the option to reduce the GMR by 1.0% by paying \$1,000,000 for one-half of one percent.

1.2.8 Rose East Lithium Property

Under the terms of the Rose East Lithium Agreement, the Company hasthe option to acquire a 100% interest in the property by completing the following optionpayments:

Due Dates	Issuance of Linear Minerals common shares
March 4, 2023 (issued)	1,500,000
March 4, 2024	1,500,000

The Rose East Lithium Property is subject to a 1.0% GMR, of which the Company may repurchase by paying \$1,000,000 for each 0.5%.

At March 31, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.

1.2.9 Rose West Lithium Property

On December 9, 2022, the Company entered into amended option agreement to which the Company could acquire a 100% interest in the property by issuing 1,300,000 shares and granted the Company a 1% GMR. As of March 31, 2024, the Company issued the required shares to acquire a 100% interest in the Rose West Lithium property.

Qualified Person

Technical data pertaining to the properties above was reviewed and approved by Afzaal Pirzada, P.Geo., who is Linear Mineral's qualified person under National Instrument 43-101.

1.3 SELECTED ANNUAL FINANCIAL INFORMATION

The following table presents audited selected financial information for the last three audited fiscal years:

	Year ended March 31, 2024	Year ended March 31, 2024	Year ended March 31, 2023
	\$	\$	\$
Revenue	-	-	-
Net loss	(3,313,365)	(6,635,073)	(5,750,583)
Net loss per share	(0.16)	(0.14)	(0.22)
Total assets	7,199,966	9,297,394	13,011,449
Long term liabilities	-	-	-
Dividends	-	-	-

1.4 DISCUSSION OF OPERATIONS

Year ended March 31, 2025 compared to year ended March 31, 2024

The net loss and comprehensive loss for the year ended March 31, 2025 (the "Current Year") was \$3,313,365 a \$3,321,708 decrease over the net loss of \$6,635,073 for the year ended March 31, 2024 (the "Comparative Year"). The significant variancesfor the Current Year and Comparative Year are asfollows:

Consultants and director fees were \$18,900 in the Current Year, a decrease of \$56,267 over \$111,500 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees as well as director fees;
Exploration and evaluation expenditures were \$1,288,201 in the Current Year, a decrease of \$1,295,204 over \$2,583,405 for the Comparative Year. Exploration expenditures are primarily for exploration and drill programs carried out on its Quebec lithium prospects;
Investor relations expenses were \$331,591 in the Current Year, a decrease of \$761,430 over \$1,093,021 for the Comparative Year. Investor relations consist of North American and European Investor Marketing programs;
Professional fees were \$119,767 in the Current Year, a decrease of \$12,372 over \$132,139 for the Comparative Year. The decrease was due to reduced legal costs for the Company during the Current Year;
Shareholder communications was \$90,204 for the Current Year, a decrease of \$35,640 over \$125,844 for the Comparative Year. Shareholder communication consists primarily of investor programs focused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company's online and digital media presence throughout North America and European markets. Shareholder communications also includes expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs;
Share-based compensation was \$131,314 in the Current Year, while the Comparative Year was \$1,786,445 expense. Share-based compensation expense is the fair value of restricted share units and stock options granted and vested to directors, officers and consultants during the year;
Unrealized loss on marketable securities was \$63,513 in the Current Year while the Comparative Year was \$549,946. The loss was due to a decrease in the fair value of the market securities held;
Recovery of flow-through premium liability was \$159,579 in the Current Year (Comparative Year \$717,679) due to the flow through recovery during the current year; and
Write-down of exploration and evaluation assets was \$1,036,875 for the Current Year (Comparative Year - \$749,771). These amounts are due to the Company's write down of the deferred costs on certain properties for which the Company is either negotiating amendment agreements, re-staking claims or has decided not to continue with further exploration work on the property.

Three months ended March 31, 2025 compared to three months ended March 31, 2024

The net loss and comprehensive loss for the three months ended March 31, 2025, was \$1,318,740 as compared to the net loss and comprehensive lossfor the three months ended March 31, 2024, of \$1,059,793. The increase in net loss of \$258,947 for the Current Period over the Comparative Period was primarily due to an increase in write-down of exploration and evaluation assets of \$465,604, and partially off-set by a decrease of \$100,986 in unrealized loss on marketable securities, with the remaining differences similar to the same factors mentioned in the Current Year and Comparative Year discussion above.

1.5 SUMMARY OF QUARTERLY RESULTS

The financial results for each of the eight most recently completed quarters are summarized below:

	March 31,	December 31,	September 30,	June 30,
	2025	2024	2024	2024
Net revenues	\$ -	\$ -	\$ -	\$ -
Net loss	(\$1,318,740)	(\$1,068,764)	(\$369,514)	(\$552,325)
Per share	(\$0.02)	(\$0.02)	(\$0.01)	(\$0.01)
	March 31,	December 31,	September 30,	June 30,
	2024	2023	2023	2023
Net revenues	\$ -	\$ -	\$ -	\$ -
Net loss	(\$1,059,793)	(\$1,703,604)	(\$1,866,040)	(\$2,005,636)
Per share	(\$0.02)	(\$0.03)	(\$0.04)	(\$0.05)

1.6 LIQUIDITY AND CAPITAL RESOURCES

The Company is not exposed to any externally imposed capital requirements. There were no changes in the Company's approach to capital management during the period.

Linear Minerals began the year ended March 31, 2025, with \$1,704,908 in cash. During the year ended March 31, 2025, the Company expended \$1,787,101 on operating activities, net of working capital changes, and generated \$1,034,000 from financing activities which was attributable to proceeds from share issuances, net of share issue costs, to end at March 31, 2025 with \$951,807 in cash.

On April 18, 2024, the Company closed a non-brokered private placement for 1,739,130 Quebec flowthrough shares ("QFT share") priced at \$0.23 per QFT share for gross proceeds of \$400,000. The Company recognized a liability for flow-through shares of \$86,957 and Company also paid finder's fees of\$24,000.

On October 17, 2024, the Company closed the first tranche of the non-brokered private placement and issued 8,750,000 flow-through common shares at a price of \$0.08 cents per share for gross proceeds of \$700,000 and will pay 6% in finders' fees of \$42,000.

At March 31, 2025, the Company's working capital was \$311,693 compared to a working capital of \$1,678,090 at March 31, 2024. The Company's continued operations are dependent upon the Company's ability to obtain sufficient financing to carry on planned operations.

Management estimates that these funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months and will therefore need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations. While the Company was successful in obtaining its most recent financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

The Company had 61,335,286 common shares issued and outstanding as at March 31, 2025. (March 31, 2024 – 50,846,156).

	Common
	shares	Share
Authorized: an unlimited number of common shares without	issued and	purchase	Restricted	Stock
par value.	outstanding	warrants	share units	options
Outstanding at March 31, 2025	61,335,286	927,778	-	4,760,526
Shares issued for exploration and evaluation assets	2,500,000	-	-	-
Grant of restricted share units	-	-	4,500,000	-
Outstanding at the date of this MD&A	63,835,286	927,778	4,500,000	4,760,526

Outstanding Share Data as at the date of this MD&A

1.7 OFF STATEMENT OF FINANCIAL POSITION ARRANGEMENTS

At March 31, 2025, the Company had no off-balance sheet arrangement such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

1.8 TRANSACTIONS WITH RELATED PARTIES

Remuneration of directors and key management personnel of the Company was as follows for the year ended March 31, 2025, 2024, and 2023:

		For the years ended March 31,
	2025	2024	2023
Consulting fees charged by directors of the Company	\$ 8,900	\$ 10,000	\$ 10,000
Exploration consulting fees charged by directors	\$ 3,200	\$ 16,000	\$ 15,100
Salaries, fees and benefits	\$ 280,050	\$ 234,800	\$ 200,000
Share-based payments	\$ 114,900	\$ 1,455,180	\$ 600,000

Related party balances as at March 31, 2025 and 2024 were as follows:

	March 31, 2025	March 31, 2024
Amounts due to Directors and Officers of the Company	\$ 26,501	\$ 171,294
Amounts due to former directors and officers and companies
controlled by former directors and officers	116,388	83,575
Totals	\$ 142,889	\$ 254,869

1.9 FOURTH QUARTER

Linear Minerals began the fourth quarter ended March 31, 2025, with \$1,204,395 in cash. During the three months ended March 31, 2025, the Company expended \$252,588 on operating activities, to end at March 31, 2025 with \$951,807 in cash.

1.10 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Going Concern

Intangible Exploration and Evaluation Assets

• the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

substantive expenditure on further exploration for and evaluation of mineral resources in the specificarea is neither budgeted nor planned;
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area;and
sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

1.11 CHANGES IN ACCOUNTING POLICIES

The Company prepares its financial statements using accounting policies consistent with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

New, Amended and Future IFRS Pronouncements

More detail on these new, amended and future IFRS pronouncements are provided in Note 2 of the Company's Financial Statements.

1.12 FINANCIAL INSTRUMENTS AND OTHERINSTRUMENTS

Fair Value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following provides the valuation method of the Company's financial instruments as at March 31, 2025 and 2024:

			As at March 31,
	Level	2025		2024
Cash	1	\$ 951,807	\$	1,704,908
Reclamation deposits	1	\$ 11,000	\$	11,000
Marketable securities	1	\$ 123,912	\$	187,425
Financial liabilities	1	\$ 701,654	\$	491,452

There were no transfers from levels or change in the fair value measurements of financial instruments for the years ended March 31, 2025 and 2024.

Financial Risk Management

The Company's activities expose it to a variety of financial risks including liquidity risk, credit risk and market risk.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at March 31, 2025, the Company had cash of \$951,807 to settle accounts payable and accrued liabilities (inclusive of amounts due to related parties) of \$701,654.

Market Risk

Interest Rate Risk

The Company has no significant exposure at March 31, 2025, to interest rate risk through its financial instruments.

Credit Risk

based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.

Currency Risk

The Company has no significant exposure at March 31, 2025, to currency risk through its financial instruments.

order to maintain liquidity while achieving a satisfactory return. Fluctuations in interest rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.

Management of capital

The Company's objectives when managing capital are:

• To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and

• To obtain the necessary financing if and when it isrequired.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, isreasonable.

In order to facilitate the management of capital and development of its mineral properties, the Company's management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company'sinvestment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.

1.13 RISKS AND UNCERTAINTIES

The Company's financial condition, results of operations and businesses are subject to certain risks, certain of which are described below (and elsewhere in this MD&A):

Property risk

Additional Funding Requirements

Mineral Exploration

Commodity Price Volatility

Title to Mineral Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed or impugned. Although the Company has investigated its title to the mineral properties for which it holds an option or concessions or mineral leases or licences, there can be no assurance that the Company has valid title to such mineral properties or that its title thereto will not be challenged or impugned. For example, mineral properties sometimes contain claims or transfer histories that examiners cannot verify; and transfers under foreign law often are complex. The Company does not carry title insurance with respect to its mineral properties. A successful claim that the Company does not have title to a mineral property could cause the Company to lose its rights to explore, develop and mine that property, perhaps without compensation for its prior expenditures relating to theproperty.

Country Risk

The Company could be at risk regarding any political developments in the country in which it operates.

Uninsurable Risks

Environmental Regulation and Liability

Regulations and Permits

Potential Dilution

1.14 OTHER MD&A INFORMATION

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The components of exploration costs are described in Note 6 of the Financial Statements.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in the Company's internal controls over financial reporting ("ICFR") that occurred during the year ended March 31, 2025, and which materially affected, or is reasonably likely to materially affect, the Company's ICFR.

APPROVAL

The Board of Directors of Linear Minerals has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR website at www.sedarplus.ca.

FORWARD LOOKING STATEMENTS

Forward-looking information is based on assumptions regarding future events and other matters and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Assumptions on which forward-looking information in this MD&A is based include the assumption that strategic alternatives are available to the Company, the assumption the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. Risks and uncertainties include, among others: inherent risks involved in the exploration and development of mineral properties; uncertaintiesinvolved in interpreting drill results and other exploration data; potential for delays in exploration activities; geology, grade and continuity of mineral deposits; possibility that future exploration results may not be consistent with the Company's current expectations; reduction in future prices of precious metals; currency fluctuations; accidents, labor disputes and other risks associated with the mining industry; delays in obtaining governmental approvals; uncertainties relating to the availability and costs of financing required in the future; events adversely affecting the cash resources and estimated

cash availability; and competition and loss of key employees. Other risks and uncertainties are discussed throughout this MD&A and, in particular, in the section below entitled "Risks and Uncertainties".

APPENDIX G - STUB AUDITED FINANCIAL STATEMENTS AND MANAGEMENT DISCUSION AND ANALYSIS OF WESTLINEAR MINERALS CORP. FOR THE PERIOD FROM INCORPORATION TO JUNE 30, 2025

WESTLINEAR MINERALS CORP.

FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCORPORATION JUNE 19, 2025 TO June 30, 2025

INDEPENDENT AUDITOR'S REPORT

To the Shareholder of Westlinear Minerals Corp.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Westlinear Minerals Corp. (the "Company"), which comprise the statement of financial position as at June 30, 2025, and the statement of cash flows, and statement of changes in shareholder's equity for the period from inception on June 19, 2025 to June 30, 2025, and notes to the financial statements, including a summary of material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025, and its financial performance and its cash flows for the period then ended in accordance with IFRS Accounting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Ourresponsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is William Nichols.

Chartered Professional Accountants

Vancouver, BC, Canada August 25, 2025

ASSETS

Current Cash	\$ 1
SHAREHOLDER'S EQUITY
Share capital	\$ 1

Approved on behalf of the Board of Directors of Westlinear Corp.

'Gurminder Sangha 'Jurgen Wolf'

Director Director

WESTLINEAR MINERALS CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM INCORPORATION JUNE 19, 2025 TO JUNE 30, 2025

(Expressed in Canadiandollars)

FINANCING ACTIVITY
Proceeds on issuance of common shares	\$ 1
Increase in cash	1
Cash, beginning of period	-
Cash, end of period	\$ 1

WESTLINEAR MINERALS CORP. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE PERIOD FROM INCORPORATION JUNE 19, 2025 TO JUNE 30, 2025

(Expressed in Canadiandollars)

TOTAL EQUITY	Share Capital
	Number of Shares		Amount
As at June 19, 2025	-	\$	-
Issuance ofshares	1		1
As at June 30, 2025	1	\$	1

1. CORPORATE INFORMATION

Westlinear Minerals Corp. (the "Company" or "Westlinear") was formed on June 19, 2025 under the laws of British Columbia. It is a wholly owned subsidiary of Linear Minerals Corp. ("Linear" or the "Parent").

The Company's head office and registered and records office is Suite #101 - 15315 31ST AVE., Surrey BC, Canada, V3Z 6X2.

On August 1, 2025, Linear and Westlinear entered into an Arrangement Agreement pursuant to which it is proposed that Westlinear would, through a series of transactions, acquire Linear's Pontax West Lithium mineral property. Under the terms of the Arrangement Agreement, Linear's shareholders will be issued one common share of Westlinear with respect to every 10 common shares of Linear owned on the share distribution record date of August 25, 2025 as determined by Linear's Board of Directors.

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at June 30, 2025, the Company has limited resources, no sources of operating cash flow and no assurances that sufficient funding will be available to continue operations for an extended period of time. The Company's continuation as a going concern is dependent upon the successful results from its exploration activities and its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and companies controlled by directors and or private placement of common shares.

2. BASIS OFPREPARATION

a) Statement of compliance

These financial statements have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements ("IAS 1") as issued by the International Accounting Standards Board ("IASB"). The policies applied in these financial statements are based on IFRS Accounting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") issued and outstanding as at August 25, 2025, the date the board of directors approved these financial statements for issue.

b) Basis of presentation

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

c) Presentation and functional currency

These financial statements have been prepared in Canadian dollars, which is the Company's functional currency.

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Cash and cash equivalents - The Company considers deposits with banks or highly liquid short-term interest bearing securities that are readily convertible to known amounts of cash and those that have maturities of three months or less when acquired to be cash equivalents.

Financial instruments - All financial assets are initially recognized at fair value and subsequently recognized according to their classification. The classification depends on the intention with which the financial instruments were acquired and their characteristics. Unless specific circumstances permitted under IFRS are present, the classification is not modified after initial recognition.

Hierarchy of fair value measurements - The Company classifies its financial assets and liabilities measured at fair value into three levels according to the observability of the inputs used in their measurement.

Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2 - Values based on quoted prices in markets that are not active or model inputs that are observable

either directly or indirectly for substantially the full term of the asset or liability.

Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Financial assets - The Company classifies its cash as financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss ("FVTPL") - Financial assets classified as assets held for trading are recognized at fair value at each reporting period date, and any change in the fair value is reflected in profit or loss in the period during which these changes take place.

Equity instruments - Equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of an equity instrument.

Accounting standards adopted or issued by not yet effective - The Company adopted no material new accounting standards during the current period, and is unaware of any applicable, but not-yet-adopted standards that are expected to materially affect the financial statements of future periods.

4. SHARE CAPITAL

The Company has authorized share capital of an unlimited number of common shares and preferred shares without par value. Disclosures on any shares issued are provided in the Statement of Changes in Shareholder's Equity. Common and/or preferred shareholders are entitled to receive dividends if and when declared by theDirector.

5. COMPARATIVE FINANCIAL STATEMENTS

As the Company was incorporated on June 19, 2025 there are no comparative financial statements.

APPENDIX H - AUDITED CARVE-OUT FINANCIAL STATEMENTS OF THE PONTAX WEST LITHIUM PROPERTY FOR THE YEARS ENDED MARCH 31, 2024 AND MARCH 31, 2025

(formerly FE Battery Metals Corp.) PONTAX WEST LITHIUM PROPERTY CARVE-OUT FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025, and 2024

(Expressed in Canadian dollars)

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Linear Minerals Corp.

Opinion

We have audited the carve-out financial statements of Pontax West Lithium Property of Linear Minerals Corp. (the "Entity"), which comprises the carve-out statements of financial position as at March 31, 2025 and 2024 and the carve-out statements of loss and comprehensive loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the carve-out financial statements, including a summary of material accounting policy information.

In our opinion, the accompanying carve-out financial statements present fairly, in all material respects, the financial position of the Entity as at March 31, 2025 and 2024 and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards ("IFRS").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Carve-Out Financial Statements section of our report. We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the carve-out financial statements in Canada, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the carve-out financial statements, which indicates that the Entity is not generating any revenues and has incurred losses since inception. As stated in Note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Entity's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of Matter – basis of preparation

We draw attention to Note 2 to the carve-out financial statements which describes the basis of preparation used in these carve-out financial statements and the purpose of the carve-out financial statements. As the Entity has not operated as a separate entity, these carve-out financial statements are, therefore, not necessarily indicative of results that would have occurred if the Entity had been a separate standalone entity during the years presented. Our opinion is not modified in respect to this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in the information circular but does not include the carve-out financial statements and our auditor's report thereon.

Our opinion on the carve-out financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the carve-out financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the carve-out financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Carve-Out Financial Statements

Management is responsible for the preparation and fair presentation of the carve-out financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of carve-out financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the carve-out financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity's financial reporting process.

Auditor's Responsibilities for the Audit of the Carve-Out Financial Statements

Our objectives are to obtain reasonable assurance about whether the carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these carve-out financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the carve-out financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on the effectiveness of theEntity's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the carve-out financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the carve-out financial statements, including the disclosures, and whether the carve-out financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the carve-out financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Willian Nichols.

Chartered Professional Accountants

Vancouver, BC, Canada August 25, 2025

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.)

Carve-Out Statements of Financial Position As at March 31, 2025 and 2024 (Expressed in Canadian Dollars)

		March 31,	March 31,
	Note	2025	2024
ASSETS
Non-current assets
Exploration and evaluation assets	4	\$ 37,500	\$ -
TOTAL ASSETS		\$ 37,500	\$ -
LIABILITIES
Current liabilities
Accounts payable		\$ 77,957	\$ 16,431
TOTAL LIABILITIES		77,957	16,431
EQUITY
Net investment		170,543	164,569
Deficit		(211,000)	(181,000)
TOTAL EQUITY		(40,457)	(16,431)
TOTAL LIABILITIES AND EQUITY		\$ 37,500	- \$

Arrangement agreement (Note 1) Basis of presentation and going concern (Note 2) Event after the reporting period (Note 4)

Approved and authorized by the Board on August 25, 2025

"Gurminder Sangha" "Jurgen Wolf" Gurminder Sangha, Director Jurgen Wolf, Director

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.)

Carve-Out Statements of Loss and Comprehensive Loss For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

	For the year ended March 31, 2025	For the year ended March 31, 2024
Expenses
Exploration and evaluation costs	\$	30,000	\$	181,000
Total expenses		30,000		181,000
Net and comprehensive loss	\$	(30,000)	\$	(181,000)

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.) Carve-Out Statements of Changes in Equity For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

	Equity innet assets attributable to LinearMinerals Corp.	Accumulated deficit	Total equity
Balance at March 31, 2023	- \$	- \$	- \$
Additional investments by Linear Minerals Corp.	164,569	-	164,569
Net loss for the year	-	(181,000)	(181,000)
Balance at March 31, 2024	164,569	(181,000)	(16,143)
Additional investments by Linear Minerals Corp. Net loss for the year	5,974 -	- (30,000)	5,974 (30,000)
Balance at March 31, 2025	\$ 170,543	\$ (211,000)	\$ (40,457)

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.) Carve-Out Statements of Cash Flows For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

	For the year ended March 31, 2025
Cash flows used in operating activities
Net loss for the year	\$ (30,000)	\$ (181,000)
Adjustment for non-cash item:
Accounts payable	24,026	16,431
Net cash used in operating activities	\$ (5,974)	\$ (164,569)
Cash flows from financing activity
Additional investments by Linear Minerals Corp.	5,974	164,569
Net cash provided by financing activity	5,974	164,569
Net change in cash	-	-
Cash, beginning of the year	-	-
Cash, end of the year	\$ -	\$ -
Supplemental cash flow information:
Exploration and evaluation assets in accounts payable	\$ \$37,500	\$ -

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.) Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

1. ARRANGEMENT AGREEMENT

Linear Minerals Corp ("Linear"), formerly known as FE Battery Metals Corp., entered into an arrangement agreement dated August 1, 2025 to complete a plan of arrangement ("Plan of Arrangement") under the Business Corporations Act (British Columbia) with its wholly-owned subsidiary, Westlinear Minerals Corp. ("Westlinear"), whereby Linear's Pontax West Lithium Property will be spun out to Westlinear in accordance with the Plan of Arrangement, and Westlinear will apply to be listed on a public exchange in Canada.

The Plan of Arrangement, if completed, will result in, among other things, Linear's shareholders being entitled to receive 1 common share of Westlinear with respect to every 10 common shares of Linear owned on the share distribution record date, which will be determined by Linear's Board of Directors.

The completion of the Plan of Arrangement is subject to the satisfaction of various conditions including, but not limited to: (i) the approval by the shareholders of Linear, (ii) the approval of the Supreme Court of British Columbia, and (iii) the acceptance of the Plan of Arrangement by the Canadian Securities Exchange.

These carve-out financial statements represent the historical operations of the Pontax West Lithium Property since entering into Pontax West Lithium option agreement by Linear. The assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out to Westlinear (the "Entity") have been derived from Linear's historical financial information. The operations of the Entity were not a separate legal entity during the periods presented. The Entity was part of Linear.

2. BASIS OF PRESENTATION AND GOING CONCERN

These financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements ("IAS 1") as issued by the International Accounting Standards Board ("IASB"). The policies applied in these financial statements are based on IFRS Accounting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") issued and outstanding as at August 25, 2025, the date the board of directors approved these financial statements for issue.

These carve-out financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values, as explained in the accounting policies below. In addition, the carve-outfinancial statements have been prepared using the accrual basis of accounting, except for cash flow disclosure.

These carve-out financial statements are presented in Canadian dollars, which is also the Entity's functional currency.

The purpose of these carve-out financial statements is to provide general purpose historical financial information of the Entity in connection with the Plan of Arrangement detailed in Note 1. Therefore, these carve-out financial statements present the historical financial information of Linearthat make up the Entity, either fully, or partially, where only specifically identifiable assets and liabilities are included, and allocations of shared income and expenses of Linear that are attributable to the Entity.

The basis of preparation for the carve-out statements of financial position, loss and comprehensive loss, cash flows and changes in equity of the Entity have been applied. The carve-out financial statements have been extracted from historical accounting records of Linear with estimates used, when necessary, for certain allocations.

The carve-out statements of financial position reflect the assets and liabilities recorded by Linear which have been assigned to the Entity on the basis that they are specifically identifiable and attributable to theEntity;
The carve-out statements of loss and comprehensive lossinclude expensesrecorded by Linear that have been allocated to the Entity based on their direct attributable to the Entity.

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp.

(Formerly FE Battery Metals Corp.) Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

Management cautions readers of these carve-out financial statements that the Entity's results do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Entity been a separate entity. Further, the allocation of income and expense in the carve-out statements of loss and comprehensive loss do not necessarily reflect the nature and level of the Entity's future income and operating expenses. Linear's investment in the Entity, presented as equity in these carve-out financial statements, includes the accumulated total loss and comprehensive loss of the Entity.

These carve-out financial statements have been prepared on a going concern basis, which assumes that the Entity will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At March 31, 2025, the Entity had \$Nil cash on hand, is not generating any revenues and has incurred losses since inception. Whether and when the Entity can obtain profitability and positive cash flows from operations is uncertain. These material uncertainties may cast significant doubt on the ability of the Entity to continue as a going concern. The Entity's ability to continue its operations is dependent upon support from its current parent company, Linear. These carve-out financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilitiesshould theEntity be unable to continue as a going concern. Such adjustments could be material.

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

a) Financial instruments

The following is the Entity's accounting policy for financial assets and liabilities:

Financial assets:

The Entity classifies its financial assets in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI"), or at amortized cost.

The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL; for other equity instruments, on the day of acquisition the Entity can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.

Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the statement of loss and comprehensive loss in the period.

Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive loss in the period.

Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Entity's receivables are recognized at amortized cost.

Impairment of financial assets at amortized cost: The Entity recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

Financial liabilities

The Entity classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Entity's accounting policy for each category is as follows:

Financial liabilities at FVTPL: This category comprises derivatives or liabilities acquired or incurredprincipally for the purpose of selling or repurchasing in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized in the statement of loss and comprehensive loss.

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp.

(Formerly FE Battery Metals Corp.)

Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

Financial liabilities at amortized cost: This category includes accounts payable which are recognized at amortized cost using the effective interest method.

Transaction costs in respect of financial instruments at FVTPL are recognized in the statement of loss and comprehensive loss immediately, while transaction costs associated with all other financial instruments are included in the initial measurement of the financial instrument.

b) Exploration and evaluation assets

Exploration costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is abandoned. No exploration costs are capitalized until the legal right to explore the property has been obtained. When it is determined that such costs will be recouped through successful development and exploitation, the capitalized expenditures are depreciated over the expected productive life of the asset. Costs for a producing asset are amortized on a unit-of-production method based on the estimated life of the ore reserves, while costs for the prospects abandoned are written off.

Impairment review for exploration and evaluation assets is carried out on a project-by-project basis, with each project representing a single cash generating unit. At the end of each reporting period, the Entity's assets are reviewed to determine whether there is any indication that these assets are impaired. An impairment review is undertaken when indicators of impairment arise but typically when one or more of the following circumstances apply:

The right to explore the area has expired or will expire in the near future with no expectationof renewal;
Substantive expenditure on further exploration for and evaluation of mineral resourcesin the areais neither planned nor budgeted;
No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and
Sufficient work has been performed to indicate that the carrying amount of the expenditure.

From time to time, the Entity may acquire or dispose of exploration and evaluation assets pursuant to the terms of option agreements. Due to the fact that these options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as exploration and evaluation assets or recoveries when the payments are made or received.

The recoverability of the amounts capitalized for the undeveloped exploration and evaluation assets is dependent upon the determination of economically recoverable ore reserves, confirmation of the Entity's interest in the underlying mineral claims, the ability to farm out its exploration and evaluation assets, the ability to obtain the necessary financing to complete their development and future profitable production or proceeds from their disposition thereof.

When entitled, the Entity records refundable mineral exploration tax credits or incentive grants on an accrual basis and as a reduction of the carrying value of the mineral property interest. When the Entity is entitled to non-refundable exploration tax credits, and it is probable that they can be used to reduce future taxable income, a deferred income tax benefit is recognized.

c) Provision for environmental rehabilitation

The Entity recognizes the liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of tangible long-lived assets in the period when the liability arises. The net present value of future rehabilitation costs is capitalized to the long-lived asset to which it relates with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Entity's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision.

The increase in the provision due to the passage of time is recognized as interest expense.

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.) Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

The Entity has no known restoration, rehabilitation or environmental costs related to its exploration and evaluation assets.

New accounting standards issued and not yet effective

Accounting pronouncements with future effective dates are either not applicable or are not expected to have a material impact on the Entity's carve-out financial statements.

Significant judgments, estimates and assumptions

The preparation of these carve-out financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the carve-out financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Valuation of exploration and evaluation assets

The carrying value and the recoverability of exploration and evaluation assets, which are included in the carve-out statements of financial position. The cost model is utilized and the value of the exploration and evaluation assets is based on the expenditures incurred. For the initial value of the exploration and evaluation properties transferred in the Plan of Arrangement (Note 1). Management estimated the fair value of the exploration and evaluation assets transferred which formed the value recorded on completion of the transaction. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

Pro-rata allocation of Linear's income and expenses

The pro-rata allocation of Linear's income and expenses indirectly attributable to the Pontax West Lithium Property. Generally, the pro-rata allocation of Linear's shared income and expenses shall be allocated based on a reasonable method. In determining this method, management has assessed various approaches, and concluded that an allocation based on the percentage of carve-out exploration and evaluation assets being transferred, compared to the total assets of Linear is the most reasonable.

The preparation of financial statements in accordance with IFRS requires the Entity to make judgments, apart from those involving estimates, in applying accounting policies. There are currently no critical accounting judgements.

4. EXPLORATION AND EVALUATION ASSETS

On October 13, 2023, Linear entered into an option agreement to acquire a 100% interest in the Pontax West Lithium Property (the "Pontax Lithium Agreement"). The property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.

On September 13, 2024, Linear entered into an amended option agreement (the "Pontax West Lithium Amended Agreement") which amended the due dates for certain share issuances and exploration expenditure requirements of the option agreement.

Under the terms of the Pontax West Lithium Amended Agreement, Linear acquired a 100% interest in the property by completing the share issuance of 2,500,000 on May 7, 2025. The share issuance has been accrued at March 31, 2025 in the amount of \$37,500.

The Pontax West Lithium property has a 1.5% GMR payable to the Optionor of which Linear will have the option to reduce the GMR by 1.0% by paying \$1,000,000 for one-half of one percent.

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.)

Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

	Pontax West Lithium Property
Property acquisition costs
Balance, March 31, 2024	\$ -
Additions	37,500
Closing, March 31, 2025	37,500

5. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Entity and include both executive and non-executive directors, and entities controlled by such persons. The Entity considers all directors and officers of Linear to be key management personnel. To determine related party transactions for the Entity, the allocation methodology outlined in Note 2 has been consistently applied.

During the years ended March 31, 2025 and 2024, no compensation was paid or payable to key management for employee services.

6. CAPITAL MANAGEMENT

The Entity does not have share capital and its equity is a carve-out amount from Linear's equity. Linear manages its capital structure and makes adjustments to it, based on the funds available to Linear, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of Linear's management to sustain future development of the business. The properties in which Linear's currently have an interest are in the exploration stage. As such, Linear has historically relied on the equity markets to fund its activities. In addition, Linear is dependent upon external financing to fund activities. In order to carry out planned exploration and pay for administrative costs, Linear will need to raise additional funds. Linear will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of Linear, is reasonable.

7. FINANCIAL INSTRUMENTS AND RISK

Fair Value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active marketsthat are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Entity's risk exposures and the impact on the Entity's carve-out financial instruments are summarized below:

Liquidity risk

The Entity's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2025, the Entity had a cash balance of \$Nil to settle current liabilities of \$77,957. The Entity is dependent upon support from its current parent company, Linear, to meet liabilities when due.

Credit risk

Credit risk is the risk of potential loss to the Entity if the counterparty to a financial instrument fails to meet its contractual obligations. The Entity's credit risk is primarily attributable to its liquid financial assets.

Carve-Out Financial Statements of Pontax West Lithium Property of Linear Minerals Corp. (Formerly FE Battery Metals Corp.) Notes to the Carve-Out Financial Statements For the Years Ended March 31, 2025 and 2024 (Expressed in Canadian Dollars)

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Entity has no cash balance and no interest-bearing debt.

Foreign currency risk

The Entity does not have assets or liabilities in a foreign currency.

Price risk

The Entity is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Entity's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Entity closely monitors the commodity prices of precious metals, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Entity.

8. SEGMENTED INFORMATION

As at March 31, 2025, the Entity currently operates in one segment, being the acquisition and exploration and evaluation of resource assets located in Canada as described in Note 4.

9. INCOME TAXES

During the years ended March 31, 2025 and 2024, the Entity did not have legal form as the Pontax West Lithium Property was part of Linear.

Deferred income tax assets and liabilities are calculated using the difference between the carrying amount of the mineral property and its corresponding tax value. However, the Entity does not meet the criteria to recognize any deferred tax assets. Therefore, no deferred tax assets have been recorded.

Expenses presented on the carve-out statements of loss and comprehensive loss represent an allocation of the Entity's expenses and do not represent tax deductible expenses to the Entity.

APPENDIX I - PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF LINEAR MINERALS CORP. FOR THE PERIOD ENDED MARCH 31, 2025

(formerly FE Battery Metals Corp.)

PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited-Expressed in Canadian dollars)

	Linear Minerals Corp. as at March 31, 2025		Pro-forma Adjustments	Pro-forma Consolidated
	\$	Notes	\$	\$
ASSETS
Current Assets
Cash	951,807	2(b)	(60,000)	8,991,507
Amounts Receivables and prepaid expenses	155,835		-	155,835
Marketable securities	123,912		-	123,912
Total Current Assets	1,231,554		(60,000)	1,171,554
Non-current assets
Reclamation deposits	11,000		-	11,000
Equipment	1,336		-	1,336
Exploration and evaluation assets	5,956,076	2(a)	(37,500)	5,918,576
Total Non-Current Assets	5,968,412		(37,500)	5,930,912
Total Assets	7,199,966		(97,500)	7,162.466
LIABILITIES
Current Liabilities
Accounts payable	558,765		-	521,265
Due to related parties	142,889		-	142,889
Flow-through share premium liability	218,207		-	218,207
Total Liabilities	919,861		-	882,361
SHAREHOLDERS' EQUITY
Share capital	59,917,903	2(a)	(37,500)	59,880,403
Warrant reserve	2,834,521		-	2,834,521
Share-based payment reserve	3,020,382		-	3,020,382
Deficit	(59,492,701)	2(b)	(60,000)	(59,432,701)
Total Shareholders' Equity	6,280,105		(97,500)	6,182,605
Total Liabilities and Shareholders' Equity	7,199,966		(97,500)	7,102,466

Pro-Forma Consolidated Statement of Financial Position For the year ended March 31, 2025 (Unaudited - Expressed in Canadian Dollars)

	Linear Minerals Corp. \$	Notes	Pro-forma Adjustments \$	Pro-forma Consolidated \$
Expenses
Consultants and director fees Exploration and evaluation costs General and administrative Investor relations Professional fees Salaries, fees, and benefits Shareholder communications Share-based payments Loss before other items	18,900 1,288,201 56,969 331,591 119,767 280,050 90,204 131,314 (2,316,996)	2(b)	- - - - 60,000 - - - (60,000)	18,900 1,288,201 56,969 331,591 179,767 280,050 90,204 131,314 (2,376,996)
Other income (expenses) Interest income Other expense Loss on foreign exchange Unrealized loss on marketable securities Flow-through recovery Write-down of exploration and evaluation assets	1,819 (56,867) (512) (63,513) 159,579 (1,036,875)		- - - - - -	1,819 (56,867) (512) (63,513) 159,579 (1,036,875)
Total other expenses Net loss and comprehensive loss	(996,369) (3,313,365		(60,000) (60,000)	(1,056,369) (3,373,365)

1. PROPOSED TRANSACTION AND BASIS OF PRESENTATION

The unaudited pro-forma consolidated financial statements of Linear Minerals Corp. ("Linear" or the "Company") have been prepared by its management based on financial statements prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") to give effect to the proposed Plan of Arrangement (the "Arrangement Agreement") dated August 1 2025 between Linear and its wholly-owned subsidiary, Westlinear Minerals Corp. ("Westlinear") to spin out its Pontax West Lithium Property located in Quebec to Westlinear (the "Transaction").

Under the terms of the Arrangement Agreement, Linear' shareholders will be issued one common share of Westlinear with respect to every 10 common shares of Linear owned on the share distribution record date of August 25, 2025 as determined by Linear's Board of Directors.

As per the Arrangement Agreement:

Linear will transfer the Pontax West Lithium Property to Westlinear and Westlinear will issue common shares of Westlinear representing that number of common shares that are equal to 0.10 of the issued and outstanding common shares of Linear (one share of Westlinear with respect to every 10 shares of Linear); held at the effective date of the Transaction.
Linear will undertake a reorganization of its share capital; and
Linear will distribute 100% of the common shares of Westlinear received to Linear shareholders on a prorata basis.

The completion of the Transaction is subject to a number of conditions. Including the following:

The approval of the shareholders of Linear by a special resolution at a special meeting;
The approval of the Supreme Court of British Columbia; and
The acceptance of the Transaction by the Canadian Securities Exchange.

It is management's opinion that the pro-forma consolidated financial statements include all adjustments necessary for fair presentation, in all material respects, of the transactions described in Note 2 and are in accordance with IFRS.

The unaudited pro-forma consolidated financial statements should be read in conjunction with the financial statements and reports thereon included in this Management Information Circular, being the audited consolidated financial statements of Linear for the years ended March 31, 2025 and 2024, the audited financial statements of Westlinear for the period of June 19, 2025 to June 30, 2025, the audited carve-out financial statements of the Pontax West Lithium Property operation for the year ended March 31, 2025 and 2024.

The unaudited pro-forma consolidated financial statements give effect to the proposed Plan of Arrangement as if it had occurred on March 31, 2025. The unaudited pro-forma consolidated financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transactions been in effect on the dates indicated. Further, the unaudited pro-forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The actual fair values of the assets and liabilities will be determined as of the date of completion of the Transaction and may differ materially from the amounts disclosed in the unaudited pro-forma consolidation financial statements.

2. PRO-FORMA TRANSACTIONS AND ADJUSTMENTS

The pro-forma consolidated financial statements reflect the following assumptions and adjustments:

(a) Pursuant to the Arrangement Agreement, Linear will transfer to Westlinearthe PontaxWest LithiumProperty for the issuance of Westlinear common shares. The Westlinear common shares received by Linear will be distributed to Linear shareholders on a pro-rata basis.
(b) Costs in connection with completion of the Transaction are estimated at \$60,000.

3. EFFECTIVE TAX RATE

Upon completion of the Transaction, the effective tax rate of the resulting issuer is expected to be 27%.

AI assistant

Linear Minerals Corp. — Proxy Solicitation & Information Statement 2025

43829_rns_2025-09-08_d1db26d9-5fb4-44dd-bf6c-def297492f1c.pdf

LINEAR MINERALS CORP.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

LINEAR MINERALS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

LINEAR MINERALS CORP.

LINEAR MINERALS CORP.

MANAGEMENT INFORMATION CIRCULAR

INFORMATION CONCERNING FORWARD–LOOKING STATEMENTS

NOTES TO UNITED STATES SHAREHOLDERS

GLOSSARY OF TERMS

SUMMARY OF INFORMATION CIRCULAR

The Meeting

The Arrangement

Recommendation and Approval of the Board of Directors

Conduct of Meeting and Shareholder Approval

Court Approval

Income Tax Considerations

Right to Dissent

Investment Considerations

Failure to Complete Arrangement

Information Concerning the Company After the Arrangement

Information Concerning Spinco After the Arrangement

There can be no guarantee that the Spinco Shares will be listed on any stock exchange.

Risk Factors

GENERAL PROXY INFORMATION

Solicitation of Proxies

Record Date

Appointment of Proxyholders

Voting by Proxyholder

Who Can Vote at the Meeting

Registered Shareholders

Beneficial Shareholders

If you are a Beneficial Shareholder

If you receive a VIF from BFS, you cannot use it to vote Linear Shares directly at the Meeting. The VIF must be completed and returned to BFS in accordance with its instructions, well in advance of the Meeting in order to have the Linear Shares voted.

Revocation of Proxies

Notice to United States Shareholders

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

SETTING NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee's Charter

Mandate

Composition

Meetings

Responsibilities and Duties

Documents/Reports Review

External Auditors

Financial Reporting Processes

Other

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemptions

CORPORATE GOVERNANCE

General

Board of Directors

Directorships in Other Reporting Issuers

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

Philosophy

Compensation Components

Consulting Fees

Linear Minerals Corp. Proxy Solicitation & Information Statement 2025