MAX RESOURCE CORP.
TSX.V MAX

INFORMATION CIRCULAR

(as at January 23, 2025, unless indicated otherwise)

SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies by the management of Max Resource Corp. (the “Company”) for use at the annual general & special meeting (the “Meeting”) of it shareholders (“Shareholders”) to be held on February 26, 2025, at the time and place and for the purposes set out in the accompanying notice of meeting and at any adjournment thereof. The solicitation will be made by mail and may also be supplemented by telephone or other personal contact to be made without special compensation by directors, officers, and employees of the Company. The Company will bear the cost of this solicitation. The Company will not reimburse shareholders, nominees, or agents for the cost incurred in obtaining from their principal’s authorization to execute forms of proxy.

In this Information Circular, references to the “Company”, “we” and “our” refer to Max Resource Corp. “Common Shares” or “Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means Shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. “Registered Shareholder” means the person whose name appears on the central securities register maintained by or on behalf of the Company and who holds Common Shares in their own name.

APPOINTMENT AND REVOCATION OF PROXY

Registered Shareholders

Registered Shareholders may vote their Common Shares by attending the Meeting in person or by completing the enclosed form of proxy (the “Proxy” or “form of proxy”). Registered Shareholders should deliver their completed proxies to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 or by facsimile at 1-866-249-7775 or (416) 263-9524 (by mail, telephone or internet according to the instructions on the Proxy), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, otherwise the Shareholder will not be entitled to vote at the Meeting by Proxy.

The persons named in the Proxy are directors and officers of the Company and are proxyholders nominated by management. A Shareholder has the right to appoint a person other than the nominees of management named in the enclosed Proxy to represent the Shareholder at the Meeting. To exercise this right, a Shareholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a Shareholder of the Company.

A Registered Shareholder may revoke a Proxy by:

signing a Proxy with a later date and delivering it at the place and within the time noted above;
signing and dating a written notice of revocation (in the same manner as the proxy is required to be executed, as set out in the notes to the proxy) and delivering it to the Company at 1570-200 Burrard Street, Vancouver, British Columbia V6C 3L6, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the Proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof,

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attending the Meeting or any adjournment thereof and registering with the scrutineer as a shareholder present in person, whereupon such Proxy shall be deemed to have been revoked; or
in any other manner provided by law.

Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders, as many Shareholders do not hold their Common Shares in their own name. Shareholders holding their Common Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans or other persons (any one of which is herein referred to as an "Intermediary") or otherwise not in their own name (such shareholders herein referred to as "Beneficial Shareholders") should note that only Proxies deposited by Shareholders appearing on the records maintained by the Company's transfer agent as Registered Shareholders will be recognized and allowed to vote at the Meeting. If a Shareholder's Common Shares are listed in an account statement provided to the Shareholder by a broker, in all likelihood those Common Shares are not registered in the Shareholder's name and that Shareholder is a Beneficial Shareholder. Such Common Shares are most likely registered in the name of the Shareholder's broker or an agent of that broker. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the Meeting at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or "OBOs").

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the notice of meeting, this Information Circular and a request for voting instructions (a "VIF"), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the "Meeting Materials") directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to OBOs. The Company does not intend to pay for Intermediaries to forward the Meeting materials to OBOs. OBOs will not receive the Meeting Materials unless their Intermediary assumes the cost of delivery.

Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other Registered Shareholder) how to vote the Beneficial Shareholder's Common Shares on the Beneficial Shareholder's behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions ("Broadridge") in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting by Proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a VIF from Broadridge cannot use that form to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions

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respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. A Beneficial Shareholder receiving a VIF cannot use that form to vote Common Shares directly at the Meeting – Beneficial Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder or their nominee the right to attend and vote at the Meeting.

Only Registered Shareholders have the right to revoke a Proxy. A Beneficial Shareholder who wishes to change its vote must, at least seven days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

All references to Shareholders in this Information Circular and the accompanying instrument of proxy and Notice of Meeting are to Registered Shareholders unless specifically stated otherwise.

The Meeting Materials are being sent to both Registered Shareholders and NOBOs. 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 holdings of the Company's securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

If a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares represented by Proxy will be voted or withheld from voting by the proxyholder in accordance with those instructions on any ballot that may be called for. In the Proxy, in the absence of any instructions in the Proxy, it is intended that such Common Shares will be voted by the proxyholder, if a nominee of management, in favour of the motions proposed to be made at the Meeting as stated under the headings in the Notice of Meeting accompanying this Information Circular. If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgment.

The Proxy, in the absence of any instructions in the Proxy, also confers discretionary authority on any proxyholder other than the nominees of management named in the Proxy with respect to the matters identified herein, amendments or variations to those matters, or any other matters which may properly be brought before the Meeting. To enable a proxyholder to exercise its discretionary authority a Shareholder must strike out the names of the nominees of management in the Proxy and insert the name of its nominee in the space provided, and not specify a choice with respect to the matters to be acted upon. This will enable the proxyholder to exercise its discretion and vote on such matters in accordance with its best judgment.

At the time of printing this Information Circular, management of the Company is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Business Corporations Act (British Columbia), as amended (the "BCBCA"), and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation,

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and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors of the Company (the "Board") has fixed January 20, 2025, as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting. Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

The Company is authorized to issue an unlimited number of Common Shares. The Common Shares are listed for trading on the TSX Venture Exchange (the "TSXV") under the stock symbol "MAX".

As of the Record Date, there were a total of 179,884,325 Common Shares issued and outstanding, each carrying the right to one vote. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, there are no persons or corporations who beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at January 20, 2025.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended December 31, 2023, the report of the auditor thereon, and the related management discussion and analysis, will be placed before the Meeting. Additional information may be obtained upon request from the Company, at 1570 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, Canada; telephone: (604) 484-1230 or email: [email protected]. These documents and additional information are also available on SEDAR+ at www.sedarplus.ca.

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VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the 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.

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers for the most recently completed financial year ended December 31, 2023.

General

For the purposes of this Statement of Executive Compensation:

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"Named Executive Officer" or "NEO" means each of the following individuals:

(a) a CEO;

(b) a CFO;

(c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with applicable securities laws; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

Based on the foregoing definition, during the recently completed financial year of the Company ended December 31, 2023, the Company had two NEOs, namely, Brett Matich, CEO and President, and Alexander Helmel, CFO.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years ended December 31, 2023 and 2022:

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Table of compensation excluding compensation securities
Name and position	Year	Salary, Consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of Perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Brett Matich
President, CEO & Director	2023
2022	288,000^{(1)}
323,200^{(1)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	288,000
323,200
Alexander Helmel
CFO	2023
2022	180,000^{(2)}
169,000^{(2)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	180,000
169,000
Paul John
Director	2023
2022	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Patrick Frandle
Director	2023
2022	15,000^{(3)}
45,000^{(3)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	15,000
45,000^{(3)}

Notes:
(1) The Company pays consulting fees to Mardu Investments Ltd., a company controlled by Mr. Matich.
(2) The Company pays consulting fees to Redonda Management Ltd., a company controlled by Mr. Helmel.
(3) The Company pays consulting fees to Heritage Benefit Partners Inc., a company controlled by Mr. Frandle.

Stock Options and Other Compensation Securities

During the financial year ended December 31, 2023, no NEOs or directors of the Company received compensation securities.

Exercise or Redemption of Compensation Securities

During the financial year ended December 31, 2023, no NEOs or directors of the Company exercised or redeemed compensation securities.

Stock Option Plan and Other Incentive Plans

For information about the material terms of the Company's proposed Omnibus Equity Incentive Compensation Plan, please refer to the heading below "Particulars of Matters to be Acted Upon".

Employment, Consulting and Management Agreements

Other than as described below, the Company has not entered into any agreement or arrangement under which compensation was provided during the most recently completed fiscal year ended December 31, 2023, or is payable in respect of services provided to the Company or any of its subsidiaries that were: (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

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Brett Matich, President, CEO and a Director

By an agreement dated January 11, 2023 with Mardu Investments Ltd. ("Mardu"), a company controlled by Mr. Matich, Mr. Matich provides consulting services to the Company, and in particular, his services as its CEO, in consideration of consulting fees of $33,000 per month. Given the current market conditions, Mardu has elected to invoice the Company a reduced amount of $24,000 per month since the commencement of the agreement, with no further expectations of recovering the additional amount. For actual amounts paid to Mardu for the financial year ended December 31, 2023, see "Table of Compensation Excluding Compensation Securities".

The agreement with Mardu provides for termination:

(a) by the Company at any time during the term, without notice or any payment in lieu thereof, for Cause, as defined in the agreement;
(b) by the Company at any time upon providing 24 months' written notice to Mardu, or in the Company's sole discretion, payment of the fee for the 24 month period in lieu of notice; or
(c) by Mardu at any time upon providing 3 months written notice to the Company.

If either (i) the Company, or (ii) Mardu terminates this agreement upon or within 90 days of a change of control, as defined in the agreement, the Company will pay Mardu a termination fee equivalent to 36 months of the fee in effect at the time of the change of control.

Alexander Helmel, CFO

By an agreement dated January 11, 2023 with Redonda Management Ltd. ("Redonda"), a company controlled by Mr. Helmel, Mr. Helmel provides consulting services to the Company, and in particular, his services as its CFO, in consideration of consulting fees of $15,000 per month. For actual amounts paid to Redonda for the financial year ended December 31, 2023, see "Table of Compensation Excluding Compensation Securities".

The agreement with Redonda provides for termination:

(a) by the Company at any time during the term, without notice or any payment in lieu thereof, for Cause, as defined in the agreement;
(b) by the Company at any time upon providing 24 months' written notice to Redonda, or in the Company's sole discretion, payment of the fee for the 24 month period in lieu of notice; or
(c) by Redonda at any time upon providing 3 months written notice to the Company.

If either (i) the Company, or (ii) Redonda terminates this agreement upon or within 90 days of a change of control, as defined in the agreement, the Company will pay Redonda a termination fee equivalent to 36 months of the fee in effect at the time of the change of control.

Oversight and Description of Director and NEO Compensation

Compensation Program Objectives

The objectives of the Company's executive compensation program are as follows:

to attract, retain and motivate talented executives who create and sustain the Company's continued success;

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to align the interests of the Company's executives with the interests of the Company's Shareholders; and
to provide total compensation to executives that is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions.

Overall, the executive compensation program aims to design executive compensation packages that meet executive compensation packages for executives with similar talents, qualifications and responsibilities at companies with similar financial, operating and industrial characteristics. The Company is a junior mineral exploration company involved in exploration and development of early-stage mineral properties and will not be generating significant revenues from operations for a significant period of time. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by the Company to be appropriate in the evaluation of the performance of the NEOs.

Purpose of the Compensation Program

The Company's executive compensation program has been designed to reward executives for reinforcing the Company's business objectives and values, for achieving the Company's performance objectives, and for their individual performances.

Elements of Compensation Program

The executive compensation program consists of a combination of consulting fees, performance bonuses, and stock option incentives.

Purpose of Each Element of the Executive Compensation Program

The consulting fees of a NEO is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.

In addition to a fixed consulting fee, each NEO is eligible to receive a performance-based bonus meant to motivate the NEO to achieve short-term goals. The pre-established, quantitative target(s) used to determine performance bonuses are set each fiscal year. Awards under this plan are made by way of cash payments only, which payment are made at the end of the fiscal year.

Stock options and performance share units may be awarded to NEOs based on performance measured against set objectives. The granting of these incentive securities upon hire aligns NEOs' rewards with an increase in shareholder value over the long term. The use of stock options and performance share units encourages and rewards performance by aligning an increase in each NEO's compensation with increases in the Company's performance and in the value of the shareholders' investments.

Determination of the Amount of Each Element of the Executive Compensation Program, Compensation Risk and Compensation Governance

The Board approves the compensation of the NEOs. The Company does not presently have a compensation committee and the Company has not retained any compensation advisor or compensation consultant in respect of its compensation policies.

It is anticipated that a portion of the Company's executive compensation may consist of options and performance share units granted under the Company's omnibus equity incentive compensation plan. Such compensation is both "long term" and "at risk" and, accordingly, is directly linked to the achievement of long-term value creation. As the benefits of such compensation, if any, are not realized by the executive until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of the Company and its shareholders is limited.

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The other two elements of compensation, consulting fees and performance bonuses, represent the remaining portion of an executive's total compensation. While neither salary nor bonus are "long term" or "at risk", as noted above, these components of compensation are not at a level of total compensation whereby an executive would take inappropriate or excessive risks at the expense of the Company and its shareholders that would be beneficial to them from the standpoint of their short-term compensation when their long-term compensation might be put at risk from their actions.

Due to the small size of the Company, and the current level of the Company's activity, the Board is able to closely monitor and consider any risks which may be associated with the Company's compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings during which, financial and other information of the Company are reviewed, and which includes executive compensation. No risks have been identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

NEOs and directors of the Company are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Consulting Fees

Consulting Fees for NEOs are expected to continue to be set annually, having regard to the individual's job responsibilities, contribution, experience and proven or expected performance, as well as to market conditions. In setting base compensation levels, consideration is to be given to such factors as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude are also to be considered. The Company has not established performance goals for its NEOs.

Actions, Decisions or Policies Made After December 31, 2023

Given the evolving nature of the Company's business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Except as stated herein, no actions, decisions or policies have been made since December 31, 2023 that would affect a reader's understanding of the Company's NEO compensation.

On October 11, 2024, the Company issued a total of 5,925,000 Performance Share Units to the following directors and officers:

Compensation Securities
Name and Position	Type of Compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying security on date of grant	Closing price of security or underlying security at year end	Expiry date
Brett Matich
President, CEO & Director	Performance Share Units	3,750,000	Oct 11, 2024	N/A	$0.08	$0.12	Oct 11, 2027

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Compensation Securities
Name and Position	Type of Compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying security on date of grant	Closing price of security or underlying security at year end	Expiry date
Alexander Helmel CFO	Performance Share Units	1,875,000	Oct 11, 2024	N/A	$0.08	$0.12	Oct 11, 2027
Paul John Director	Performance Share Units	150,000	Oct 11, 2024	N/A	$0.08	$0.12	Oct 11, 2027
Patrick Frandle Director	Performance Share Units	150,000	Oct 11, 2024	N/A	$0.08	$0.12	Oct 11, 2027

No NEOs or directors of the Company exercised or redeemed compensation securities during the period since December 31, 2023.

Pension Arrangements

The Company does not have any pension arrangements in place for the NEOs and directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets out, as of the end of the most recently completed financial year ended December 31, 2023, all required information with respect to compensation plans under which equity securities of the Company are authorized for issuance:

	Number of securities to be issued upon exercise of outstanding options warrants and rights,	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	11,065,000 Options
4,000,000 PSUs	$0.37
N/A	2,523,432 Options
Nil PSUs
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	15,065,000		2,523,432

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CORPORATE GOVERNANCE

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

Board of Directors

The Board presently consists of three directors, two of whom are independent. The definition of independence used by the Company is that used by the Canadian Securities Administrators, which is set out in Section 1.4 of National Instrument 52-110 Audit Committees ("NI 52-110"). A director is independent if they have no direct or indirect material relationship to 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 the director's independent judgment. Certain types of relationships are by their very nature considered to be material relationships and are specified in Section 1.4 of NI 52-110.

Paul John and Patrick Frandle are considered to be independent directors. Brett Matich is not considered to be independent as he is the President and Chief Executive Officer of the Company.

The Board believes that the principal objective of the Company is to generate economic returns with the goal of maximizing shareholder value, and that this is to be accomplished by the Board through its stewardship of the Company. In fulfilling its stewardship function, the Board's responsibilities will include strategic planning, appointing and overseeing management, succession planning, risk identification and management, environmental oversight, communications with other parties and overseeing financial and corporate issues. Directors are involved in the supervision of management.

Pursuant to the BCBCA, directors must declare any interest in a material contract or transaction or a proposed material contract or transaction. Further, the independent members of the Board meet independently of management members when warranted.

Other Directorships

The directors of the Company are also directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer	Exchange
Brett Matich	Live Energy Minerals Corp.	CSE
Paul John	Silicon Metals Corp.	CSE
	Prudent Minerals Corp.	CSE
	Mineral Road Discovery Inc.	CSE

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for directors. If and when new directors are added, however, they have the opportunity to become familiar with the Company by meeting with other directors and with officers and employees of the Company. As each director has a different skill set and professional background, orientation and training activities are and will continue to be tailored to the particular needs and experience of each director. The Company's financial and legal advisers are also available to the Company's directors.

Code of Ethics

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The Board has adopted a Code of Ethics (the "Code"), which applies to all directors, officers, employees and consultants of the Company, and prescribes a high standard ethical conduct in all dealings related to the affairs of the Company.

The Code provides basic guidelines setting forth the ethical behavior expected from every employee of the Company with respect to the use of Company time and assets, protection of confidential information, conflicts of interest, trading in the Company's securities and other matters. Every employee of the Company is subject to the Code and will be requested to sign a form acknowledging that lie understands its contents and agrees to be bound by its provisions.

In summary, all employees must:

follow applicable laws and regulations wherever the Company does business;
work safely, in accordance with regulatory and other industry standards;
treat everyone fairly and equitably: customers, suppliers, other employees, Company stakeholders and third parties dealing with the Company;
refrain from speaking publicly on Company matters, unless authorized;
refrain from trading on, and "tipping" others on, confidential information;
respect the confidential nature of the information to which they may have access and refrain from sharing same, except on a need-to-know basis;
always perform their duties in the best interests of the Company;
avoid conflicts of interest, both real and perceived;
be honest and act with integrity;
handle Company assets with care and refrain from using same and Company time for personal purposes;
respect the right of all employees to fair treatment and equal opportunity;
respect the right of all employees to a working environment free from discrimination or harassment of any sort;
act in a respectful and professional manner with other employees;
refrain from inappropriately influencing the political process;
work in an environmentally responsible manner;
respect the cultures and rights of communities where the Company operates its business;
ensure that all transactions are handled honestly and recorded accurately; and
report any violation to this Code.

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In the Board's regular meetings, the Board considers the Company's operations and business activities in light of the Code. 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.

Whistle-Blowing Policy

The Board has also adopted a Whistle-Blowing Policy (the "WB Policy"), which applies to all directors, officers, employees and consultants of the Company. The aim of the WB Policy is to ensure that the Company provides a mechanism by which it may be informed of dishonest, fraudulent, unacceptable behaviour, conduct and practices made by its directors, officers, consultants and employees regarding accounting, internal accounting controls or auditing or related matters (a "Questionable Event"). The Company expects its directors, officers, employees and consultants to feel confident about disclosing and reporting on any concerns they may have about any Questionable Event they are aware of. The WB Policy is structured as a formal tool to allow the receipt, retention and treatment of complaints, denunciations, warnings and any form of notice by any director, officer, employee or consultant of the Company regarding a Questionable Event.

Nomination of Directors

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

Compensation

The Board has not established a compensation committee. The Board as a whole is responsible for reviewing the adequacy and form of compensation paid to the Company's executives and key employees, and ensuring that such compensation realistically reflects the responsibilities and risks of such positions. In fulfilling its responsibilities, the Board evaluates the performance of the chief executive officer and other senior management in light of corporate goals and objectives, and makes recommendations with respect to compensation levels based on such evaluations.

Other Board Committees

The Board has not established any committees other than the Audit Committee.

Assessments

There is no formal committee with the responsibility for assessing the effectiveness of the Board as whole. The Board as a group regularly reviews its performance and assesses the effectiveness of the Board as a whole.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

General

The Audit Committee is a standing committee of the Board, the primary function of which is to assist the Board in fulfilling its financial oversight responsibilities, which will include monitoring the quality and integrity of the Company's financial statements and the independence and performance of the Company's external auditor, acting as a liaison between the Board and the Company's external auditor, reviewing the financial information that will be publicly disclosed and reviewing all audit processes and the systems of internal controls management and the Board have established.

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Audit Committee Charter

The Board has adopted an Audit Committee Charter, which sets out the Audit Committee's mandate, organization, powers and responsibilities. The Audit Committee Charter was attached as Schedule "A" to the Company's information circular dated November 30, 2023.

Composition

As the shares of the Company are listed on the TSX Venture Exchange (the "Exchange"), it is categorized as a venture issuer. As a result, the Company is exempt from the requirements of Part 3 (Composition of the Audit Committee) of NI 52-110.

The Audit Committee consists of the following three (3) directors. Also indicated is whether they are "independent" and/or "financially literate".

Name of Member	Independent^{(1)}	Financially Literate^{(2)}
Brett Matich	No	Yes
Paul John	Yes	Yes
Patrick Frandle	Yes	Yes

Notes:

(1) A member of the Audit Committee is independent if he has no direct or indirect "material relationship" with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment. An executive officer of the Company, such as the President, is deemed to have a material relationship with the Company.

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

Relevant Education and Experience

All of the members of the Company's Audit Committee have gained their education and experience by participating in the management of private and publicly traded companies and all members are "financially literate", meaning that they have 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 be reasonably expected to be raised by the Company's financial statements.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.

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Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, however, as provided for in NI 52-110 the Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries, unless otherwise permitted by NI 52-110.

External Auditor Service Fees (By Category)

Financial Year Ending	Audit Fees^{(1)}	Audit Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
December 31, 2023	$86,037	$Nil	$9,500	$Nil
December 31, 2022	$70,854	Nil	$9,500	Nil

Notes:

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) "All Other Fees" include all other non-audit services.

Exemption

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

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

No current or former director, executive officer, employee, or proposed nominee for election as a director, or associate of such person is, or at any time during the most recently completed financial year has been, indebted to the Company.

No indebtedness of a current or former director, executive officer, employee, or proposed nominee for election as a director, or associate of such person to another entity is, or at any time during the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the financial year ended December 31, 2023, or has any interest in any material transaction during fiscal 2023 other than as

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disclosed in Note 13 - Related Party Transactions in the annual financial statements for the financial year ended December 31, 2023.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are, to any substantial degree, performed by a person other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

The Board currently consists of three (3) directors. The term of office for each of the present directors of the Company expires at the Meeting. It is proposed that the number of directors to be elected at the Meeting, for the ensuing year, be fixed at three (3). At the Meeting, Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting, at three (3).

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected. The management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the management of the Company will be voted FOR the nominees listed in this Information Circular. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, Proxies in favour of management designees will be voted for another nominee in their discretion unless the Shareholder has specified in their Proxy that their Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual meeting of Shareholders or until their successor is duly elected, unless their office is earlier vacated in accordance with the Articles of the Company or with the provisions of applicable legislation.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Common Shares of the Company and its subsidiaries which each beneficially owns directly or indirectly or over which control or direction is exercised as of the date of the Information Circular:

Name, jurisdiction of residence and office held	Principal occupation	Director since	Number of common shares beneficially owned directly or indirectly
Brett Matich(2)
British Columbia, Canada
President, Chief Executive Officer and Director	President & CEO of the Company; CEO of Mardu Investments Ltd., a private company that provides executive management services to public companies; CEO of Prudent Minerals Corp., a company listed on the CSE.	January 15, 2018	5,816,666
Paul John(2)
British Columbia, Canada
Director	Retired Businessman; independent director of the Company, CEO and director of West Oak Gold Corp., a	June 18, 2002	376,291

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Name, jurisdiction of residence and office held	Principal occupation	Director since	Number of common shares beneficially owned directly or indirectly
	company involved in the exploration and development of mineral properties in BC and listed on the CSE.
Patrick Frandle(2)
Alberta, Canada
Director	Insurance broker.	October 11, 2019	100,000

Notes:
(1) The information as to the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, has been furnished to the Company by the respective nominees individually.
(2) Member of the Audit Committee.

Cease Trade Orders

Except as set out below, no proposed director of the Company is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

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

Disclosure

Brett R. Matich was a director of Fortem Resources Ltd. at the time a cease trade order was issued by the Alberta Securities Commission on July 16, 2019 for failure to file the required financial information. The order was partially revoked on September 26, 2019 and June 26, 2020. Matich ceased to be a director of Fortem Resources Ltd. in October 2020.

Bankruptcies

No proposed director of the Company is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director of the Company has, within 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become

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subject to or instituted proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director of the Company 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 that would likely to be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Appointment of Auditor

Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, located at 1500 – 1140 West Pender Street, Vancouver, British Columbia V6E 4G1, will be nominated at the Meeting for appointment as auditor of the Company to hold office until the next Annual General Meeting of Shareholders, at a remuneration to be fixed by the Board. Forms of proxy given pursuant to the solicitation of the management of the Company, will, on any poll, be voted as directed and, if there is no direction, be voted for the appointment of Dale Matheson Carr-Hilton Labonte LLP at a remuneration to be fixed by the Board. Dale Matheson Carr-Hilton Labonte LLP has been the auditors of the Company since March 20, 2003.

Amendment to and Continuation of the Omnibus Equity Incentive Compensation Plan

The Board proposes to amend and re-approve the Company's existing omnibus equity incentive compensation plan (the "Omnibus Plan"), subject to shareholder and regulatory approval. The Omnibus Plan was previously approved at the Company's annual general meeting of Shareholders held on December 29, 2023. The purpose of the Omnibus Plan is to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of Participants with that of other Shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.

An "Award" means a stock Options ("Option") or Performance Share Unit ("PSU") under the Omnibus Plan.

The Omnibus Plan currently provides that the issuance of common shares of the Company (the "Shares") to be reserved and set aside for issue upon the exercise or redemption and settlement of Awards granted under this Omnibus Plan shall not exceed 10% of the Company's issued and outstanding Shares as at the date of the applicable grant, of which up to a maximum of 4,000,000 Shares may be set aside for issue upon the exercise or redemption and settlement of PSUs. The Company has proposed to amend the Omnibus Plan to increase the number of PSUs to be granted under the Omnibus Plan to 12,000,000 (the "Amended and Restated Omnibus Plan").

Pursuant to the policies of the TSXV, equity compensation plans require annual shareholder approval and TSXV approval. At the Meeting, Shareholders will be asked to approve an ordinary resolution, with or without variation (the "Omnibus Plan Resolution") to approve the amendment to and continuation of the Amended and Restated Omnibus Plan.

The following table summarizes the key provisions of the Amended and Restated Omnibus Plan. A copy of the Amended and Restated Omnibus Plan can be requested from the Secretary of the Company by

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emailing [email protected] and has been posted to SEDAR+ at www.sedarplus.ca along with the meeting materials prepared for the Meeting.

| Eligible Participants | Any bona fide director, officer, employee or consultant of the Company or any subsidiary of the Company is eligible to receive Options under the Amended and Restated Omnibus Plan.

Only directors and officers of the Company or any subsidiary of the Company are eligible to receive PSUs under the Amended and Restated Omnibus Plan. |
| --- | --- |
| Types of Awards | Options and PSUs. |
| Number of Securities Issued and Issuable | The aggregate number of common shares of the Company (the “Shares”) to be reserved and set aside for issue upon the exercise or redemption and settlement for all Awards granted under this Amended and Restated Omnibus Plan shall not exceed 10% of the Company’s issued and outstanding Shares as at the date of the applicable grant, of which up to a maximum of 12,000,000 Shares may be set aside for issue upon the exercise or redemption and settlement of PSUs. In respect of PSUs, the maximum common shares issuable under the grant shall be included in the calculation for such purposes. |
| Plan Limits | Including the limitation imposed on the maximum number of Shares which may be issued pursuant to the exercise or redemption and settlement of Options and PSUs as set out above, the Amended and Restated Omnibus Plan shall not result in the grant:

• to insiders, within a 12 month period, of a number of Awards exceeding 10% of the issued shares of the Company;
• of a number of shares issuable to insiders at any time exceeding 10% of the issued and outstanding shares;
• to any one person in any 12 month period which could, when exercised, result in the issuance of shares exceeding five percent (5%) of the issued and outstanding shares of the Company, calculated at the date of grant, unless the Company has obtained the requisite disinterested shareholder approval to the grant;
• to any one consultant in any 12 month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding shares of the Company, calculated at the date of grant; or
• in any 12 month period, to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate, 2% of the issued and outstanding shares of the Company, calculated at the date of grant.

An Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, a Participant’s rights under the Plan shall inure during such Participant’s lifetime only to such Participant.

The Board may, at any time, suspend or terminate the Amended and Restated Omnibus Plan. Subject to compliance with any applicable law, including the rules of the Exchange, the Board may also, at any time, amend or revise the terms of the Plan and any Award Agreement. No such amendment of the Amended and Restated Omnibus Plan or Award Agreement may be made if such amendment would materially and adversely impair any rights arising from any Awards previously granted |

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to a Participant under the Plan without the consent of the Participant or the representatives of his or her estate, as applicable.
In the event of a change in control, any Awards held by a Participant shall automatically vest following such Change of Control, on the Termination Date, if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.
The Amended and Restated Omnibus Plan further provides that if the date on which an Option is scheduled to expire occurs during a Black Out Period applicable to such Participant, or within 10 business days after the last day of thereof, then the expiry date for such Option shall be extended to the last day of such 10 business day period.
Description of Awards
---
A. Stock Options
Stock Option Terms and Exercise Price
Term
Vesting
Exercise of Option
Circumstances Involving Cessation of Entitlement to Participate

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		whether any of such Options shall be cancelled, with or without payment, upon retirement.	following the date of retirement provided, however, that in no event shall such Options be exercisable for more than one year following the date of retirement.
	Resignation/Termination without Cause	Unvested Options as of the date of resignation automatically terminate and shall be forfeited.	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the date of resignation, or as otherwise allowed by the Board.
	Termination with Cause	Options whether vested or unvested as of the termination date, automatically terminate and shall be forfeited.	Options whether vested or unvested as of the termination date, automatically terminate and shall be forfeited.
B. Performance Share Units
PSU Terms	Each PSU shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The performance criteria shall be a Change in Control as defined in the Amended and Restated Omnibus Plan, occurring during the Performance Period, as defined in the Amended and Restated Omnibus Plan, which when the performance criteria are met, will determine, in the manner determined by the Board and set forth in the Award Agreement, the value and/or number of each PSU that will be paid to the Participant.
Vesting	If required by the policies of the Exchange and subject to early vesting in connection with the Change of Control or pursuant to any employment agreement with an Officer providing for accelerated vesting, no PSUs may vest before the date that is one year following the date of grant or issue. The performance criteria shall be a Change in Control as defined in the Amended and Restated Omnibus Plan, occurring during the Performance Period.
Settlement	Subject to the terms of the Amended and Restated Omnibus Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of PSUs shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Company shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

Any Common Shares subject to an Award which for any reason expires without having been exercised or is forfeited or terminated shall again be available for future Awards under the Amended and Restated Omnibus Plan and any shares subject to an Award that is settled in cash and not shares shall again be available for future Awards under the Amended and Restated Omnibus Plan.

The above summary is subject to the full text of the Amended and Restated Omnibus Plan which will be available for review at the Meeting. If the Amended and Restated Omnibus Plan is approved by Shareholders, up to 10% of the Company's issued Common Shares at the time of any grant will be reserved for issuance pursuant to the exercise of Awards to be granted pursuant to the Amended and Restated Omnibus Plan, of which up to a maximum of 4,000,000 Shares may be set aside for issue upon the exercise or redemption and settlement of PSUs. A total of 11,310,000 Options and 6,285,000 PSUs are currently

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outstanding and, as of the date of this Information Circular, which equals 9.78% of the current number of issued and outstanding common shares. Accordingly, a total of 393,433 Awards are available to be granted, subject to the maximum number of shares that may be issued pursuant to the issue or upon the exercise or redemption and settlement of the PSUs.

All Options to acquire shares of the Company previously issued by the Company to directors, officers, employees and consultants of the Company and currently outstanding shall be deemed to have been granted and issued under the Amended and Restated Omnibus Plan and otherwise be governed by the terms and conditions of the Amended and Restated Omnibus Plan, subject to the specific terms and conditions as to exercise price, vesting periods, if any, and expiry dates as are currently applicable to such Options.

At the Meeting, Shareholders will be asked to approve an ordinary resolution approving the continuation of the Plan. The text of the resolution to be considered and, if thought fit, approved at the Meeting is as follows:

“BE IT RESOLVED THAT:

The Amended and Restated Omnibus Equity Incentive Compensation Plan (the “Omnibus Plan”) of the Company as described in the Company’s Management Information Circular for the Annual General & Special Meeting of the Company dated January 23, 2025, which provides for the issuance of up to 12,000,000 Performance Share Units, is hereby approved and confirmed for continuation and the directors and officers of the Company be authorized and directed to perform such acts and deeds and things and execute and deliver on behalf of the Company all such documents, agreements and other writings as may be required, which in his or her opinion he or she deems necessary and in the best interest of the Company, in order to give effect to the true intent of this resolution and notwithstanding the foregoing, the directors of the Company are hereby authorized, without further approval of or notice to the shareholders of the Company, to revoke this ordinary resolution at any time prior to giving effect to the Omnibus Plan; and
The form of the Omnibus Plan may be amended in order to satisfy the requirements or requests of any regulatory authority or stock exchange without requiring further approval of the shareholders of the Company.”

In order to be effective, the foregoing ordinary resolutions must be approved by a simple majority of the votes cast by those Shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the ordinary resolution authorizing the amendment to and continuation of the Amended and Restated Omnibus Plan.

The directors of the Company believe the passing of the foregoing ordinary resolution is in the best interests of the Company and recommend that Shareholders of the Company vote in favour of the resolution.

Ratification of Conditional Performance Share Units Grants

Subject to the approval of the Amended and Restated Omnibus Plan to increase the number of PSUs available to granted to 12,000,000 PSUs, the Omnibus Plan currently allows for 4,000,000 PSUs to be granted.

On October 11, 2024, the Company granted an aggregate of 6,285,000 PSUs, which consists of 2,285,000 PSUs granted outside of the 4,000,000-maximum set out in the Omnibus Plan (the “Conditional Grants”). The details of the Conditional Grants are as follows:

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Recipient	Number of PSUs	Performance Criteria
Brett Matich	1,363,365	(1)
Redonda Management Ltd,	681,682	(1)
Patrick Frandle	54,535	(1)
Paul John	54,535	(1)
Nia Capital Corp.	54,535	(1)
Henrique de Sales	76,348	(1)
Total	2,285,000

(1) (I) 2/3 shall vest upon the achievement of ALL of the following in connection with the Floralia Project, Columbia (the "Floralia Project"):
a. The Floralia Project being granted a permit for drilling;
b. The completion of the Phase 1 drill program at the Floralia Project, and
c. The drilling results form the first drilling program at the Floralia Project being reported (the "Phase 1 Drilling Results"); and

(II) 1/3 shall vest upon the achievement of a recommended work program contained in a NI 43-101 report or JORC report prepared for the Company by an independent geologist, following the reporting of the Phase 1 Drilling Results.

The Conditional Grants are subject to approval of disinterested Shareholders of the Company who will be asked to ratify the additional grant of PSUs under the Omnibus Plan at the Meeting. As such the votes of any recipients of the Conditional Grants, and their affiliates and associates, will not be counted in this resolution and will be excluded from the vote and will not be counted.

At the Meeting, disinterested Shareholders will be asked to pass a resolution approving the Conditional Grants insubstantially the following form:

"BE IT RESOLVED THAT:

the Conditional Grants be and are hereby ratified, confirmed and approved; and
any one officer or director of the Corporation be and is hereby authorized to take such steps or execute such documents, whether or not under corporate seal, which are in his or her opinion necessary or advisable in order to give effect to this resolution."

In order to be effective, the foregoing ordinary resolutions must be approved by a simple majority of the votes cast by those disinterested Shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

If disinterested Shareholders do not pass a resolution approving the Conditional Grants, the Conditional Grants will be cancelled.

Approval of Max Brazil's Initial Public Offering

Max Iron Brazil Ltd.

As publicly announced on October 11, 2024, the Company acquired the Florália DSO Hematite Iron Ore Project (the "Florália DSO Hematite Project"). The Florália DSO Hematite Project contains an open pit mine located within a prolific hematite iron ore mining locality, 67-km east of the capital city of Belo Horizonte in the State of Minas Gerais, Brazil. The Company acquired the Florália DSO Hematite Project from Jaguar

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Mining Inc. ("Jaguar") pursuant to the terms and conditions of a Mineral Right Purchase Agreement entered into among Max Resource Brazil Ltda. ("Max Resource Brazil"), which is wholly-owned by Max Resource Brazil Corp. ("Max BC"), which at the time was a wholly-owned subsidiary of the Company, Jaguar, and Jaguar's wholly owned Brazilian subsidiary, Mineração Serras Do Oeste Limitada. The transfer of the Florália DSO Hematite Project to Max Resource Brazil was lodged at the Brazilian National Mining Agency on September 5, 2024.

Following an internal strategic review of its asset portfolio, to maximize shareholder value, the Company decided to spin out the Florália DSO Hematite Project into Max Brazil, which was a wholly-owned subsidiary of the Company formed pursuant to the laws of Australia on October 31, 2024. In order to effect the spin-out, in December 2024, the Company completed an internal reorganization by transferring Max BC, which is the sole shareholder of Max Resource Brazil, to Max Brazil. Max Brazil's registered address is c/o HopgoodGanim Lawyers, Level 8, Waterfront Place, 1 Eagle Street, Brisbane City, QLD 4000.

In connection with this reorganization, Max Brazil is conducting a non-brokered private placement of up to 30,000,000 ordinary shares in the capital of Max Brazil ("Ordinary Shares") at a price of AUD$0.10 per Ordinary Share for aggregate gross proceeds of up to AUD$3,000,000 (the "Private Placement"). On January 6, 2024, Max Brazil completed the first tranche of the Private Placement by issuing 21,264,000 Ordinary Shares for aggregate gross proceeds of AUD$2,126,400. Subsequently, on January 20, 2025, Max Brazil completed the second tranche of the Private Placement by issuing 3,736,000 Ordinary Shares for aggregate gross proceeds of AUD$373,600.

Initial Public Offering

To further advance the Florália DSO Hematite Project, Max Brazil intends to undertake an initial public offering and apply to list the Ordinary Shares on the ASX Limited (the "ASX"). Max Brazil intends to complete an initial public offering (the "IPO"). It is currently contemplated that the IPO will be for a minimum of 30,000,000 Ordinary Shares in the capital of Max Brazil at a price of AUD$0.20 per Ordinary Share for minimum aggregate gross proceeds of AUD$6,000,000 (the "Minimum IPO") and up to a maximum of 50,000,000 Ordinary Shares for maximum aggregate proceeds of AUD$10,000,000 (the "Maximum IPO"). Following the completion of the IPO, and assuming the Private Placement is fully subscribed, it is currently contemplated that the Company will own approximately 59% of the issued and outstanding Ordinary Shares in the event Max Brazil completes the Minimum IPO and 52% of the issued and outstanding Ordinary Shares in the event Max Brazil completes the Maximum IPO. Additionally, it is currently contemplated that Max Brazil will have 16,000,000 performance shares ("Performance Shares") which will vest and convert into Ordinary Shares upon the occurrence of certain milestone events. The Company currently holds 12,000,000 Performance Shares.

The Company's ownership interest in Max Brazil may be reduced to below 50% in the event the terms of the IPO are revised, due to Subsequent Issuances (as defined herein), or for any other reason determined to be acceptable to the Board.

In connection with the IPO, Max Brazil intends to list the Ordinary Shares on the ASX. Max Brazil has submitted an Application for In-Principle Advice with the ASX in relation to its suitability for admission to the official list of the ASX, however, Max Brazil has yet to receive in-principle confirmation from the ASX. Subject to receiving ASX's in-principle approval, Max Brazil plans to lodge a Prospectus with the Australian Securities and Investments Commission in Q1 of 2025. It is currently contemplated that the net proceeds of the IPO will be used, among other things, for the advancement of the Florália DSO Hematite Project.

Following the completion of the IPO and ASX listing, the Ordinary Shares will be listed for trading on the ASX and Max Brazil will be subject to applicable Australian securities legislation and the rules and regulations of the ASX. Further, Max Brazil may issue additional Ordinary Shares and securities convertible into Ordinary Shares as determined by its management and board of directors ("Subsequent Issuances").

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Recommendation of the Board

In considering the IPO, the Board considered a number of factors, including, without limitation, the factors listed below under "Reasons for the IPO". The Board based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of the members of the Board of the business, financial condition and prospects of the Company, and after taking into account the advice of the Company's advisors.

Reasons for the IPO

As described above, in making its recommendation, the Board carefully considered a number of factors, including those listed below.

The following is a summary of the material information and factors considered by the Board in its evaluation of the IPO and is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the IPO, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to any of the specific factors considered in reaching its conclusions and recommendations. In addition, individual members of the Board may have assigned different weights to different factors.

(a) Access to Cash: The IPO will provide Max Brazil with the opportunity to secure financing to continue to explore the Florália DSO Hematite Project.

(b) Shareholder Approval Requirement: The Company must obtain shareholder approval for the Max Brazil IPO Resolution (as defined herein).

The Board unanimously recommends that Shareholders vote FOR the Max Brazil IPO Resolution at the Meeting

Reviewable Disposition and TSX Venture Exchange Acceptance

The completion of the IPO by Max Brazil constitutes a "Reviewable Disposition" (as that term is defined in Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV ("Policy 5.3")) for the Company. As such the IPO is subject to the acceptance of the TSXV. Further, since the IPO may represent a sale of more than 50% of the Company's assets, business or undertaking, shareholder approval for the IPO is required under Policy 5.3. Approval of the Max Brazil IPO Resolution (as defined herein) will be obtained for the purposes of TSXV approval if it is passed by an affirmative vote of a majority of the votes cast by Shareholders in person or by Proxy at the Meeting.

The IPO does not involve a disposition to a "related party", as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), of the Company and is not a "related party transaction" under MI 61-101.

Shareholder Approval of Ordinary Resolution

At the Meeting, the Shareholders will be asked to approve an ordinary resolution approving the Company to permit Max Brazil to complete the IPO, list the Ordinary Shares on the ASX, and various related matters (the "Max Brazil IPO Resolution"). The text of the Max Brazil IPO Resolution to be considered and, if thought fit, approved at the Meeting is as follows:

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"WHEREAS:

A. The Company's majority owned subsidiary, Max Resource Brazil Corp. ("Max Brazil"), intends to undertake an initial public offering (the "IPO") of the ordinary shares in its capital (the "Ordinary Shares");

B. The IPO will be for a minimum of 30,000,000 Ordinary Shares at a price of AUD$0.20 per Ordinary Share for minimum aggregate gross proceeds of AUD$6,000,000 up to a maximum of 50,000,000 Ordinary Shares for maximum aggregate proceeds of AUD$10,000,000;

C. In connection with the IPO, Max Brazil will apply to list its Ordinary Shares on the ASX Limited (the "ASX");

D. Following the completion of the IPO and listing of its Ordinary Shares on the ASX:

i. Max Brazil will be a public company traded on the ASX;

ii. Max Brazil will be subject to the applicable Australian securities legislation and the rules and regulations of the ASX; and

iii. Max Brazil may issue additional Ordinary Shares and securities convertible into Ordinary Shares as determined by its management and board of directors (collectively, "Subsequent Issuances"); and

E. The IPO and Subsequent Issuances may result in the dilution of the Company's ownership interest in Max Brazil by 50% or more, which constitutes a "Reviewable Disposition" pursuant to the policies of the TSX Venture Exchange.

BE IT RESOLVED THAT:

The Company is hereby authorized, in its capacity as the majority shareholder of MRBC, to cause, consent to or permit Max Brazil to:

a. undertake the IPO, on the terms set forth in the Company's Management Information Circular dated January 23, 2025, or on any other such terms satisfactory to the Board of Directors of the Company;

b. list the Ordinary Shares on the ASX; and

c. complete any Subsequent Issuances.

The Company's ownership interest in MRBC, whether as a result of the IPO, Subsequent Issuances, or any other action deemed acceptable to the Board of Directors of the Company, be permitted be diluted to below a 50% ownership interest.
All prior acts and deeds of any officer or director of the Company taken to carry out the intent and accomplish the purposes of the foregoing resolutions are hereby approved, adopted, ratified, and confirmed in all respects as the acts and deeds of the Company.
Any one director or officer of the Company be authorized for and on behalf of the Company to do such things and to execute and deliver, whether under the common seal of the Company or otherwise, all such statements, forms, certificates, treasury orders and other documents as such director or officer may consider advisable in connection with the foregoing and to take all such action and do all such things to give effect to the IPO and Subsequent Issuances contemplated by the foregoing resolutions and the execution by any one director or officer shall be conclusive proof of his or her authority to execute the same on behalf of the Company."

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In order to be effective, the Max Brazil IPO Resolution must be approved by a simple majority of the votes cast by those Shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the Max Brazil IPO Resolution.

The Board believes that the passing of the Max Brazil IPO Resolution is in the best interests of the Company and recommend that Shareholders of the Company vote in favour of the Max Brazil IPO Resolution.

Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the Max Brazil IPO Resolution.

OTHER BUSINESS

It is not known whether any other matters will come before the Meeting other than those set forth above and in the notice of meeting, but if any other matters do arise, the persons named in the proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters ratified in the notice of meeting and other matters which may properly come before the Meeting or any adjournment.

ADDITIONAL INFORMATION

Additional information on the Company is available on SEDAR+ at www.sedarplus.ca. Financial information is provided in the Company's financial statements and management discussion and analysis, which are available on SEDAR+. The audited financial statements for the year ending December 31, 2023, the report of the auditor thereon, and the related management discussion and analysis will be presented at the Meeting. You may request copies of the Company's financial statements and management discussion and analysis by completing the request card included with this Information Circular, in accordance with the instructions set forth therein.

DATED as of January 23, 2025.

ON BEHALF OF THE BOARD,

"Brett Matich"

Brett Matich

Director, President & Chief Executive Officer

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MAX Resource Corp. — Proxy Solicitation & Information Statement 2025

42759_rns_2025-01-30_fcab2c89-1af5-4f0b-9118-18e9059b1fc9.pdf

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXY

Registered Shareholders

Beneficial Shareholders

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

VOTES NECESSARY TO PASS RESOLUTIONS

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise or Redemption of Compensation Securities

Stock Option Plan and Other Incentive Plans

Employment, Consulting and Management Agreements

Purpose of the Compensation Program

Elements of Compensation Program

Purpose of Each Element of the Executive Compensation Program

Determination of the Amount of Each Element of the Executive Compensation Program, Compensation Risk and Compensation Governance

Consulting Fees

Actions, Decisions or Policies Made After December 31, 2023

Pension Arrangements

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

CORPORATE GOVERNANCE

Board of Directors

Other Directorships

Orientation and Continuing Education

Code of Ethics

Whistle-Blowing Policy

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

General

Audit Committee Charter

Composition

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

Exemption

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

Cease Trade Orders

Disclosure

Bankruptcies

Penalties or Sanctions

Appointment of Auditor

Amendment to and Continuation of the Omnibus Equity Incentive Compensation Plan

Approval of Max Brazil's Initial Public Offering

Max Iron Brazil Ltd.

Initial Public Offering

Recommendation of the Board

Reasons for the IPO

The Board unanimously recommends that Shareholders vote FOR the Max Brazil IPO Resolution at the Meeting

Reviewable Disposition and TSX Venture Exchange Acceptance

Shareholder Approval of Ordinary Resolution

OTHER BUSINESS

ADDITIONAL INFORMATION

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MAX Resource Corp. Proxy Solicitation & Information Statement 2025