REFINED ENERGY

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

REFINED ENERGY CORP.

TO BE HELD ON

FEBRUARY 5, 2026

DATED: January 5, 2026

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 5, 2026

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of Refined Energy Corp. (the “Company” or “Refined”) will be held at the offices of the Company’s legal counsel, Borden, Ladner, Gervais LLP, at Waterfront Centre, 200 Burrard Street, Suite 1200, Vancouver, BC V7X 1T2, on Thursday, February 5, 2026 at 10:00 a.m. (Vancouver Time). At the Meeting, Shareholders will be asked to consider the following matters:

to receive the audited financial statements of the Company for the years ended June 30, 2025 and 2024 and the auditor’s report thereon;
to fix the number of directors at five for the ensuing year;
to elect the directors for the ensuing year;
to appoint De Visser Gray LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration; and
to transact such further or other business as may be properly brought before the Meeting or at any continuation of the Meeting following an adjournment or postponement thereof.

The accompanying Management Information Circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting. The board of directors of the Company (the “Board”) has approved the contents of the Information Circular and the distribution of the Information Circular to Shareholders. All Shareholders are reminded to review the Information Circular before voting, as it contains important information about the Meeting. Although no other matters are contemplated, the Meeting may also consider the transaction of such further or other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or at any continuation of the Meeting following an adjournment or postponement thereof.

The Board has fixed the close of business on December 31, 2025 as the record date for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting, or at any continuation of the Meeting following an adjournment or postponement thereof. Only Shareholders at the close of business on December 31, 2025 are entitled to receive notice of and vote at the Meeting or at any continuation of the Meeting following an adjournment or postponement thereof. Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Information Circular under the heading “Section 2 – Proxies and Voting Rights”. For information with respect to Shareholders who own their shares through an intermediary, see “Section 2 – Proxies and Voting Rights – Advice to Beneficial Holders (Non-Registered Holders)” in the Information Circular.

In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided with the Meeting materials and submit votes no later than Tuesday, February 3, 2026, at 10:00 a.m. (Vancouver time) (or no later than 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the date on which the Meeting or any postponement or adjournment thereof is held), the cut-off time for the deposit of proxies prior to the Meeting, in accordance with the processes set out in the Information Circular, or such earlier time and in such manner as may be directed in the form.

The Canadian Securities Exchange has neither reviewed nor approved the disclosure in this Information Circular.

We value your opinion and participation at the Meeting as a Shareholder of the Company. If you have any questions relating to the Meeting, please contact the Company at [email protected].

DATED at Vancouver, British Columbia, this 5th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark Fields
Mark Fields
Chief Executive Officer and Director

SECTION 1 - INTRODUCTION

Information Contained In This Information Circular ... 1
Cautionary Note Regarding Forward-Looking Statements And Risks ... 2
Notice To Securityholders In The United States ... 4
Currency ... 5

SECTION 2 – PROXIES AND VOTING RIGHTS

Management Solicitation ... 5
Voting ... 5
Registered Shareholder And Duly Appointed Proxyholder Voting ... 5
Beneficial Shareholder Voting ... 7
Revocation Of Proxies ... 8
Exercise Of Discretion By Management Nominees ... 9
Notice-And-Access ... 9

SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Of Common Shares ... 9
Principal Holders Of Common Shares ... 9
Quorum ... 10

SECTION 4 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

SECTION 5 – INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 10

SECTION 6 – INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

SECTION 7 - PARTICULARS OF MATTERS TO BE ACTED UPON ... 11
Financial Statements ... 11
Number of Directors ... 11
Election of Directors ... 12
Appointment and Remuneration of Auditor ... 16
Other Business ... 17

SECTION 8 – EXECUTIVE COMPENSATION

Compensation Of Named Executive Officers ... 17
Director And Named Executive Officer Compensation, Excluding Compensation Securities ... 18
Stock Options And Other Compensation Securities ... 19
Exercise Of Compensation Securities By Directors And Neos ... 20
Stock Option Plans And Other Incentive Plans ... 20
Securities Authorized For Issuance Under Equity Compensation Plans ... 27
Employment, Consulting And Management Agreements ... 27
Oversight And Description Of Director And Named Executive Officer Compensation ... 28

Pension Plan Benefits 29

SECTION 9 – AUDIT COMMITTEE DISCLOSURE 29

Audit Committee Charter 29
Composition Of Audit Committee 30
Relevant Education And Experience 30
Audit Committee Oversight 31
Reliance On Certain Exemptions 31
Pre-Approval Policies And Procedures 31
External Auditor Services Fees (By Category) 32

SECTION 10 – CORPORATE GOVERNANCE DISCLOSURE 32

Composition Of The Board Of Directors 32
Other Directorships 32
Orientation And Continuing Education 33
Ethical Business Conduct 33
Nomination Of Directors 33
Compensation 33
Other Board Committees 34
Assessments 34

SECTION 11 – OTHER INFORMATION 34

Additional Information 34
Approval Of The Board Of Directors 34

REFINED ENERGY

MANAGEMENT INFORMATION CIRCULAR

As at January 5th, 2026

SECTION 1 - INTRODUCTION

This management information circular (the “Information Circular”) accompanies the notice of meeting (the “Notice”) and is furnished to shareholders (the “Shareholders”) holding common shares (“Common Shares”) in the capital of Refined Energy Corp. (the “Company” or “Refined”) in connection with the solicitation by the management of the Company of proxies to be voted at the annual general meeting (the “Meeting”) of the Shareholders to be held on Thursday, February 5, 2026 at 10:00 a.m. (Vancouver time) in-person at the offices of the Company’s legal counsel, Borden, Ladner, Gervais LLP, at Waterfront Centre, 200 Burrard Street, Suite 1200, Vancouver, BC V7X 1T2, or at any continuation of the Meeting following an adjournment or postponement thereof.

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Information Circular, unless otherwise indicated, is given as of January 5th, 2026.

This Information Circular contains details of matters to be considered at the Meeting. Please review this Information Circular before voting.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Information Circular and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or proxy solicitation. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular.

Information contained in this Information Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection with the matters considered in this Information Circular.

The Canadian Securities Exchange has neither reviewed nor approved the disclosure in this Information Circular.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

This Information Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation (“forward-looking statements”). In some cases, forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict”, “assume”, “budget”, “strategy”, “scheduled”, “forecast”, “target” or “likely”, or the negative forms of these terms, or other similar expressions (or variations of such words or phrases) or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In particular, forward-looking statements in this Information Circular include, but are not limited to, statements with respect to: future financial or operating performance of the Company, including the Company’s proposed uses of its available funds; the Company’s operating plans and strategies, including the Company’s plans with respect to its mineral properties, including the Company’s plans for the Dufferin Project in Northern Saskatchewan (the “Dufferin Project”) as set forth in the technical report for the Dufferin Project (the “Dufferin Project Technical Report”); proposed exploration activities at the Company’s mineral properties, the timing and cost of any such activities, the anticipated results and utility of such activities, the potential of such activities to establish mineral resources or mineral reserves at any of the Company’s properties and the timing and results of any future mineral reserve or mineral resource estimates undertaken at any of the Company’s properties; estimates of the mineralized zones encountered at any of the Company’s properties and the potential for the Company to expand any such zones; the potential for the Company to exercise the options granted to the Company under the property option agreements governing the Company’s mineral properties; the condition and future viability of any of the Company’s mineral properties; the prospect of developing a mine at, or producing minerals from, any of the Company’s mineral properties; expectations regarding the future price of and demand for minerals; expectations regarding the environmental impact of the Company’s operations at its properties and estimates of the Company’s reclamation obligations at its properties; the potential acquisition of additional mineral properties or property concessions; the Company’s ability to obtain and maintain licenses, permits and regulatory approvals required to implement the Company’s proposed activities and the expected timeline for receiving such licenses, permits and regulatory approvals; the Company’s expectations regarding its ability to work cooperatively with stakeholders, including local communities; the Company’s requirements for additional capital, the adequacy of the Company’s financial resources (and its ability to continue as a going concern) and the Company’s ability to raise additional capital and/or pursue additional strategic options, including the potential impact on the Company’s business, financial condition and results of operations of doing so or not; the future impact of, and future delays and disruptions caused by, the novel coronavirus, contagious diseases or other global pandemics or epidemics; the intended use of proceeds from financings; and capital allocation plans. All statements other than statements of historical fact included in this Information Circular, including, without limitation, statements regarding the future plans and objectives of the Company, predictions, expectations, beliefs, projections, assumptions or future events are forward-looking statements.

These forward-looking statements are not historical facts and are not guarantees of future performance and involve assumptions, estimates and risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made concerning anticipated financial performance, business prospects, strategies, regulatory developments, development plans, exploration and development activities, commitments and future opportunities, many of which are difficult to predict and beyond the Company’s control. In connection with the forward-looking statements contained in this Information Circular, we have made certain assumptions about, among other things, the Company’s business operations, including the Company’s growth potential, future prospects and opportunities; the Company’s ability to execute on its business plan; the future impact of pandemics, endemics and epidemics and that no significant event will

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occur outside the Company’s normal course of business operations; the demand for and future prices of commodities and metals; the Company's financial resources and its ability to raise any necessary additional capital on reasonable terms; general business and economic conditions; the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the actual geology of the Dufferin Project aligning with the description of the Dufferin Project in the Dufferin Project Technical Report and in other assessment work undertaken by the Company; the accuracy of budgeted exploration costs and expenditures; results of exploration activities being as anticipated and being completed in accordance with anticipated timelines and costs; plans for the Company’s properties being achieved; financial commitments in respect of the Company’s mineral properties being met; the Company’s election to maintain its rights with respect to its mineral properties; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; the Company’s ability to attract and retain skilled personnel and directors; political and regulatory stability; competitive conditions; market (including labour, financial and capital market) conditions in Canada; the timely receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms and in a timely manner; stability in the requirements placed on the Company under applicable laws; sustained labour stability; the availability of certain consumables and services; labour and materials costs; results, costs and timing of future exploration and drilling programs; our relationship with stakeholders, including local communities; and our ability to acquire additional properties on favourable terms. Although management considers those assumptions to be reasonable on the date of this Information Circular based on information currently available to us, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this Information Circular.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, actions, events, conditions, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including, without limitation, those related to: the Company's ability to continue as a going concern; the Company's ability to meet financial commitments in respect of the Company's mineral properties, and otherwise; exploration, development and operations; the early stage status of the Company's mineral properties and the nature of mineral exploration; the Company's dependence on few mineral properties; fluctuations in commodity prices; the dependence of the Company on its key personnel; conflicts of interest; environmental laws, regulations and permitting requirements and environmental hazards; property option agreements, joint venture operations and similar arrangements; relationships with local communities and aboriginal groups; the conflict in Ukraine and related geopolitical risks; information technology, including cyber security risks; social and environmental activism; the application for and receipt of required permits and approvals; potential acquisitions and their integration with the Company's business; compliance with laws; the Company's requirements for additional capital; flow-through financings; factors inherent in the exploration and development of mineral properties that are outside of the Company's control; title to mineral properties; inflation; adverse general economic conditions; access to and the availability of adequate infrastructure; limits of insurance coverage and the occurrence of uninsurable risks; competitive conditions in the mineral exploration and mining businesses; human error; the influence of third party stakeholders; the growth of the Company; compliance with the Canadian Extractive Sector Transparency Measures Act (Canada); litigation or other proceedings; expansion into other geographic areas; outbreaks of contagious diseases; the Company's compliance with evolving corporate governance and public disclosure regulations; an investment in the securities of the

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Company; the potential for dilution to holders of Common Shares; the volatility of the market price for the securities of mining companies and the market price for the Common Shares; the Company's policy regarding the payment of dividends; and the Company's ability to maintain the listing of the Common Shares on a stock exchange.

The factors identified above are not intended to represent a complete list of the risks and factors that could affect any of the forward-looking statements. Some of the important risks and factors that could affect forward-looking statements are discussed in the section entitled "Risk Factors" in the Company's Management's Discussion and Analysis for the year ended June 30, 2025, dated October 24, 2025 and filed on the Company's profile on SEDAR+ at ww.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements not to be as anticipated, estimated or intended. Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The forward-looking statements contained herein are made as of the date of this Information Circular and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

NOTICE TO SECURITYHOLDERS IN THE UNITED STATES

Refined is a company existing under the laws of British Columbia, Canada. The solicitation of the proxies is being made and the transactions contemplated herein are being undertaken by a Canadian issuer in accordance with Canadian corporate and securities laws and are not subject to the requirements of Section 14(a) of the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act") by virtue of an exemption applicable to proxy solicitations by "foreign private issuers" (as defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, this Information Circular has been prepared in accordance with the applicable disclosure requirements in Canada, and the solicitations and transactions contemplated in this Information Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, which are different from the requirements applicable to proxy solicitations under the U.S. Exchange Act. Shareholders should be aware that disclosure requirements under such Canadian laws are different from requirements under United States corporate and securities laws relating to issuers organized under United States laws, and that this Information Circular has not been filed with or approved by the U.S. Securities and Exchange Commission or the securities regulatory authority of any state within the United States.

The enforcement by Shareholders in the United States of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated in a jurisdiction outside the United States, certain of its directors and executive officers are residents of jurisdictions outside of the United States and certain of its assets and the assets of such persons are located outside the United States. Shareholders in the United States 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. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon the Company or its officers or directors or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws

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of the United States or "blue sky" laws of any state within the United States. In addition, Shareholders resident in the United States should not assume that Canadian courts: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the securities laws of the United States or "blue sky" laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the securities laws of the United States or "blue sky" laws of any state within the United States.

CURRENCY

Unless otherwise indicated herein, references to “$”, “CAD$” or “Canadian dollars” are to Canadian dollars, and references to “US$” or “U.S. dollars” are to United States dollars.

SECTION 2 – PROXIES AND VOTING RIGHTS

MANAGEMENT SOLICITATION

The solicitation of proxies by management of the Company (“Management”) will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy. The cost of solicitation will be borne by the Company.

VOTING

Each Shareholder of record on the record date of December 31, 2025 (the “Record Date”) is entitled to one vote for each Common Share held. To approve a resolution proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “ordinary resolution”) unless the resolution requires a majority of 66⅔% of the votes cast (a “special resolution”). An ordinary resolution is required to be passed for each of the matters scheduled to be acted upon at the Meeting. In the case of abstentions from, or withholding of, the voting of the Common Shares on any matter, the Common Shares that are the subject of the abstention or withholding will be counted for the purposes of determining a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

The manner in which you vote your Common Shares depends on whether you are a registered Shareholder or a non-registered (or beneficial) Shareholder. You are a registered Shareholder (a “Registered Shareholder”) if your name appears on your Common Share certificate. Most Shareholders of the Company are “beneficial shareholders” who are non-Registered Shareholders. You are a beneficial Shareholder (a “Beneficial Shareholder”) if you beneficially own Common Shares that are held in the name of an intermediary, such as a bank, a trust company, a securities broker, a trustee or some other nominee, and therefore do not have the Common Shares registered in your own name.

REGISTERED SHAREHOLDER AND DULY APPOINTED PROXYHOLDER VOTING

Registered Shareholders can vote their Common Shares either in person at the Meeting or by proxy. Voting by proxy is the easiest way for Registered Shareholders to cast their vote.

The purpose of a proxy is to designate persons who will vote on a Registered Shareholder’s behalf in accordance with the instructions given by the Registered Shareholder in the proxy. The persons named as proxyholders in the enclosed form of proxy (the “Management Nominees”) are officers of the Company.

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A Registered Shareholder has the right to appoint a person or company (who need not be a Shareholder) to represent the Shareholder at the Meeting other than the Management Nominees designated in the enclosed form of proxy. To exercise this right, the Registered Shareholder must insert the name of the Shareholder’s nominee in the space provided in the accompanying proxy or complete another appropriate form of proxy permitted by law, and in either case send or deliver the completed proxy to the Company’s registrar and transfer agent, Odyssey Trust Company (the “Transfer Agent”). Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as such Shareholder’s proxy and should provide instruction to the nominee on how such Shareholder’s Common Shares should be voted. Any nominee appointed by a Shareholder should bring personal identification to the Meeting.

In order to be valid and acted upon at the Meeting, the completed form of proxy must be received by the Transfer Agent at Suite 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8, Attention: Proxy Department by mail, fax or via the Internet (in each case, in accordance with the instructions below) at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the scheduled time of the Meeting, or any postponement(s) or adjournment(s) thereof. Proxies received after that time may be accepted by the Chair of the Meeting at the Chair of the Meeting’s discretion, and the Chair of the Meeting is under no obligation to accept late proxies.

By mail, complete, sign and date your form of proxy and return the form of proxy to the Transfer Agent in Toronto at the address above. You may also deliver your completed, signed and dated form of proxy by hand to the address for the Transfer Agent in Toronto above.
To vote by fax, complete, sign and date your form of proxy and forward it by fax to the Transfer Agent, Attention: Proxy Department, at 1-800-517-4553 (toll-free Canada and the U.S.) or outside Canada and the U.S. to 416-263-9524.
To vote using the Internet, please visit the website https://vote.odysseytrust.com and click “LOGIN”. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed form of proxy for the holder’s control number and address.

To vote by the Internet, you will need to provide your 12-digit control number found on your proxy form.

A Registered Shareholder completing a proxy may indicate the manner in which the persons named in the proxy are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the proxy. If the instructions as to voting indicated in the proxy are certain, the Common Shares represented by the proxy will be voted or withheld from voting on any poll required or requested in accordance with the instructions given in the proxy.

If a Registered Shareholder wishes to confer discretionary authority with respect to any matter, then the appropriate space on the proxy should be left blank. In such instance, if the proxyholder is a Management Nominee, the proxyholder intends to vote the Common Shares represented by the proxy IN FAVOUR of the resolution.

The enclosed form of proxy, when properly signed, confers discretionary authority upon the persons named therein with respect to amendments or variations to any matters identified in the Notice and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting. If, however, other matters which are not now known to

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management of the Company should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the holder of the proxy.

A proxy will not be valid unless it is dated and signed by the Registered Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Registered Shareholder or joint Registered Shareholders, or by an officer or attorney-in-fact for a corporate Registered Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarized certified copy thereof, must accompany the form of proxy.

BENEFICIAL SHAREHOLDER VOTING

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name.

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders or those otherwise deposited pursuant to the process set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of an intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

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

In accordance with the requirements set out in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), the Company has elected to deliver proxy-related materials indirectly through intermediaries for onward distribution to NOBOs and OBOs (unless such Shareholder has waived the right to receive such materials). Management of the Company does not intend to pay for intermediaries to forward to OBOs, under NI 54-101, the proxy related materials with respect to the Meeting and the Form 54-101F7 – Request for Voting Instructions Made by Intermediary. As such, if you are an OBO, you will not receive these materials unless your intermediary assumes the cost of delivery.

Generally, Beneficial Shareholders who have not waived the right to receive proxy-related materials will be given a voting instruction form (“VIF”) by their intermediary, which must be completed and signed by the Beneficial Shareholder in accordance with the directions in the VIF. Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting. The VIF, or other form, supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company; however, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf.

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Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the Management Nominees to represent your Common Shares at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting. A Beneficial Shareholder receiving a VIF from Broadridge, or such other investor communication service, cannot use that form as a proxy to vote Common Shares directly at the Meeting – the voting instruction form must be returned to Broadridge, or such other investor communication service, well in advance of the Meeting in order to have Common Shares voted at the Meeting.

If you are a Beneficial Shareholder in the United States, you must request a legal proxy form from your intermediary, granting you or your proxyholder, as the case may be, the right to attend the Meeting and vote during the Meeting, and return the legal proxy to the Transfer Agent by (1) mail to the Transfer Agent in Toronto using the following address: Suite 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8, Attention: Proxy Department, or (2) fax to the Transfer Agent, Attention: Proxy Department, using 1-800-517-4553 (toll-free Canada and the U.S.) or outside Canada and the U.S. to 416-263-9524, in each case at least two business days (excluding Saturdays, Sundays and holidays) prior to the scheduled time of the Meeting, or any adjournment(s) thereof. Follow the instructions from your intermediary included with these proxy materials or contact your intermediary to request a legal proxy form.

In any case, the purpose of this procedure is to permit a Beneficial Shareholder to direct the voting of Common Shares which they beneficially own. You have the right to appoint a person (who need not be a Shareholder), other than any of the persons designated in the form that you receive, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the form. The completed form must then be returned to Broadridge or your intermediary by mail or facsimile or given to Broadridge or your intermediary by phone or over the internet, in all cases in accordance with the instructions contained in the form. Broadridge or your intermediary will then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative.

REVOCATION OF PROXIES

A Registered Shareholder who has given a proxy may revoke it at any time before it is exercised at the Meeting or any adjournment or postponement thereof.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Registered Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Registered Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation, and delivered to either the Transfer Agent at Suite 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8, Attention: Proxy Department at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof at which the proxy is to be used or the Chair of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or any adjournment or postponement thereof at which the proxy is to be used. Upon such deposit, the original proxy is revoked.

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Also, a proxy will automatically be revoked by either: (a) attendance at the Meeting and participation in a poll (ballot) by a Registered Shareholder or (b) submission of a subsequent proxy in accordance with the procedures discussed under the heading “Registered Shareholder and Duly Appointed Proxyholder Voting”.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation. Only Registered Shareholders have the right to revoke a proxy. If you are a Beneficial Shareholder, please contact your intermediary for instructions on how to revoke your voting instructions.

EXERCISE OF DISCRETION BY MANAGEMENT NOMINEES

If the instructions in a proxy are certain, the Common Shares represented thereby will be voted or withheld from voting on any ballot that may be called for in accordance with the instructions of the Shareholder by the person(s) named in the proxy and, where a choice with respect to any matter to be acted upon has been specified in the proxy, the Common Shares represented thereby will, on any ballot that may be called for, be voted or withheld from voting in accordance with the specifications so made.

Where no choice has been specified by a Shareholder, and the Management Nominees have been appointed, such Common Shares will, on a poll, be voted IN FAVOUR of the resolution.

The enclosed proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the persons appointed proxyholder thereunder to vote with respect to any amendments or variations of the matters identified in the Notice and with respect to other matters which may properly come before the Meeting.

NOTICE-AND-ACCESS

The Company is not relying on the “Notice and Access” delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting. However, the Company is electronically delivering proxy-related materials to Shareholders who have requested such delivery method and encourages Shareholders to sign up for electronic delivery of all future proxy materials. The proxy materials for the Meeting can be found on SEDAR+ at www.sedarplus.ca under the Company’s profile and on the Company’s website at www.refinedenergy.com.

SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTING OF COMMON SHARES

The Company is authorized to issue an unlimited number of Common Shares without par value.

Any Registered Shareholder at the close of business on the Record Date, determined by the Board to be the close of business on December 31, 2025, is entitled to vote in person or by proxy at the Meeting. As at the Record Date, a total of 48,826,223 Common Shares were issued and outstanding, each carrying the right to one vote. We have no other classes of voting securities.

PRINCIPAL HOLDERS OF COMMON SHARES

To the best of the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares as at the Record Date.

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QUORUM

Pursuant to the Company’s Articles, the quorum for the transaction of business at a meeting of Shareholders is at least one shareholders who is present in person or represented by proxy at the Meeting.

SECTION 4 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors or the appointment of auditors. For the purpose of this paragraph, “person” shall include each person or company: (a) who has been a director or executive officer of the Company at any time since the commencement of the Company’s last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person or company included in subparagraphs (a) or (b).

SECTION 5 – INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, no executive officer, director, proposed nominee for election as a director, employee or former executive officer, director or employee of the Company or any of its subsidiaries (or any of their associates) is indebted to the Company, or any of its subsidiaries, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, or any of its subsidiaries.

SECTION 6 – INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company’s most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

An “informed person” means:

(a) a director or executive officer of the Company;

(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

(d) the Company itself, if and for so long as it holds any of its securities that it has purchased, redeemed or otherwise acquired.

SECTION 7 - PARTICULARS OF MATTERS TO BE ACTED UPON

The following business will be conducted at the Meeting:

	Business at the Meeting	Board Voting Recommendation	Page Reference
1.	Shareholders to receive the audited consolidated financial statements of the Company for the years ended June 30, 2025 and 2024, and the auditor’s report thereon	N/A	11
2.	To set the number of directors at five for the ensuing year	FOR	11
3.	To elect Mark Fields, Aman Parmar, Mike Aujla, Josh Rosenberg and Ken Wheatley as directors of the Company for the ensuing year	FOR	12
4.	To appoint De Visser Gray LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration	FOR	16
5.	To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof	N/A	17

FINANCIAL STATEMENTS

Our audited consolidated financial statements and management’s discussion and analysis for the years ended June 30, 2025 and June 30, 2024 are available upon request from the Company. They can also be found on our profile on SEDAR+ at www.sedarplus.ca.

The audited consolidated financial statements of the Company for the years ended June 30, 2025 and 2024, and the report of the auditor thereon, will be placed before Shareholders at the Meeting, but no Shareholder vote is required in connection with these documents.

NUMBER OF DIRECTORS

Management proposes that the number of directors on the Company’s Board be set at five for the ensuing year.

Shareholders will be asked at the Meeting to approve an ordinary resolution to set the number of directors elected for the ensuing year at five, subject to such increases as may be permitted by the Articles of the Company and the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”).

We recommend a vote “FOR” the approval of the resolution setting the number of directors for the ensuing year at five.

In the absence of a contrary instruction, the Management Nominees intend to vote FOR the approval of the resolution setting the number of directors for the ensuing year at five.

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ELECTION OF DIRECTORS

Each director elected holds office until our next annual general meeting or until his successor is elected or appointed, unless his office is earlier vacated in accordance with our Articles or with the provisions of the BCBCA. As such, the term of office of each of the Company’s current directors expires at the Meeting.

At the Meeting, we will ask Shareholders to vote for the election of each of the five director nominees proposed by management. Each Shareholder will be entitled to cast their votes for or withhold their votes from the election of each director nominee. To be elected, a director nominee must receive a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting on the resolution electing the nominee.

We recommend a vote “FOR” the election of each of the director nominees.

In the absence of a contrary instruction, the Management Nominees intend to vote FOR the election of the three director nominees.

Director Nominees

The following disclosure sets out brief biographies and other relevant information for each of the nominees proposed for election to the Board. Management expects that each of the following three nominees will be able to serve as director for the ensuing year. For information regarding the compensation of our directors and executive officers, please see “Executive Compensation”.

Mark Fields
Mark Fields has over 40 years of industry experience in mineral exploration and development. Mr. Fields has broad experience in overseeing mineral properties from exploration to production. Mr. Fields served as a geologist and business manager for the Rio Tinto Group (1991-1997), where he was involved in all aspects of Rio Tinto’s Canadian exploration activities and was intimately involved in advancing the Diavik diamond project from acquisition, early exploration stages to feasibility studies. Mr. Fields also served as the Corporate Affairs Manager for La Teko Resources Ltd. (1997-1999), where he oversaw corporate planning and reporting and project evaluation until the company accepted a $44 million take-over offer from Kinross Gold Corporation. Mr. Fields was the Vice President (1999-2001) and a director (1999-2009) of Copper Ridge Explorations Inc., where he was responsible for directing geological programs, project evaluations and continuous disclosure obligations of the company. Mr. Fields received the E.A. Scholz award in 2012 from the Association for Mineral Exploration BC for excellence in mine	Position(s) with the Company:
Chief Executive Officer and Director

Mark Fields

Mark Fields has over 40 years of industry experience in mineral exploration and development. Mr. Fields has broad experience in overseeing mineral properties from exploration to production. Mr. Fields served as a geologist and business manager for the Rio Tinto Group (1991-1997), where he was involved in all aspects of Rio Tinto’s Canadian exploration activities and was intimately involved in advancing the Diavik diamond project from acquisition, early exploration stages to feasibility studies. Mr. Fields also served as the Corporate Affairs Manager for La Teko Resources Ltd. (1997-1999), where he oversaw corporate planning and reporting and project evaluation until the company accepted a $44 million take-over offer from Kinross Gold Corporation. Mr. Fields was the Vice President (1999-2001) and a director (1999-2009) of Copper Ridge Explorations Inc., where he was responsible for directing geological programs, project evaluations and continuous disclosure obligations of the company. Mr. Fields received the E.A. Scholz award in 2012 from the Association for Mineral Exploration BC for excellence in mine

Position(s) with the Company:

Chief Executive Officer and Director

Residence:
British Columbia, Canada

Independent:
No

Director Since:
April 19, 2022

Committee:
Member of the Audit Committee

Securities Held:
96,250 Common Shares
100,000 Options
267,500 Warrants

Other Public Directorships:
Nickel Creek Platinum Corp. |

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development for his key role in developing the Willow Creek metallurgical coal mine during his time at Pine Valley Mining Corporation as Executive Vice President (2001-2005).
Aman Parmar
Aman Parmar’s corporate experience includes 15 years working with both public and private companies in the health care, resource, manufacturing and real estate sectors. Mr. Parmar has extensive experience in the capital markets and has been involved in corporate restructurings and financings for both public and private companies. He obtained a Chartered Accountant designation in 2012 and holds a Bachelor of Technology in Accounting from the British Columbia Institute of Technology.	Position(s) with the Company:
Director

Residence:
British Columbia, Canada

Independent:
No

Director Since:
July 17, 2018

Committee:
None

Securities Held^{(2)}:
2,288,067 Common Shares
387,500 Options
1,229,070 Warrants

Other Public Directorships:
Integral Metals Corp. |
| Mike Aujla | |
| Mike Aujla brings over 20 years of experience acting as a lawyer, director and officer for both public and private companies. He holds a Bachelor of Arts degree from the University of British Columbia and a Juris Doctorate from the University of Victoria. Mr. Aujla was previously a corporate lawyer who worked with top international law firms. He has experience advising companies in financial services, corporate mergers and acquisitions and commercial real estate in various jurisdictions. Mr. Aujla is currently the Founding Partner of Hunter West Legal Recruitment. | Position(s) with the Company:
Director

Residence:
British Columbia, Canada

Independent:
Yes

Director Since:
July 27, 2018

Committee:
Member of the Audit Committee

Securities Held:
1,280 Common Shares
325,000 Options
175,000 RSUs |

	Other Public Directorships: AlphaGen Intelligence Corp. Global Uranium Corp.
Josh Rosenberg
Josh Rosenberg is a seasoned corporate executive with a proven track record in global food service and other product distribution as well as in executive leadership. Mr. Rosenberg serves on several boards of directors, including United Strategies Group as Executive Director, and, previously, Accent Food Services as CEO/Chairman and an executive in the Coca-Cola corporate organization. He obtained a Marketing degree from Madison University, and completed the KPMG QuantumShift ‘Most Promising Top 40 Entrepreneurs Program’, as well as the ‘Power of Listening Leadership Program’ at the Ross School of Business, University of Michigan, and Cornell University.	Position(s) with the Company: Director
Residence: Colorado, United States
Independent: Yes
Director Since: September 17, 2019
Committee: Member of the Audit Committee
Securities Held: 243,750 Common Shares
325,000 Options
125,000 RSUs
Other Public Directorships: Telecure Technologies Inc.
Ken Wheatley
Mr. Wheatley is a Professional Geoscientist (P.Geo.) with the Association of Professional Engineers and Geoscientists in Saskatchewan. With over 40 years of uranium exploration experience in Canada, Mr. Wheatley started uranium exploration in 1980 with Amok Ltd. (Cluff Lake deposits), Minatco (McClean Lake – Sue deposits) and Uranerz Exploration and Mining Ltd., where he discovered the BV and the P-Patch uranium occurrences at Key Lake, before joining Areva Resources Canada Inc. (now Orano) where he held the position of District Geologist in charge of the east side of the Athabasca Basin and Thelon Project, and led the exploration team in discovery and delineation of the Midwest A deposit. Most recently Mr. Wheatley was the Vice President of Exploration for Forum Energy Metals Corp, exploring on uranium projects throughout the Athabasca Basin and in Nunavut’s Thelon Basin. He led the team at the Northwest Athabasca Project to discover	Position(s) with the Company: Director
Residence: British Columbia, Canada
Independent: Yes
Director Since: December 2, 2025
Committee: None
Securities Held(3): 100,000 Options
Other Public Directorships: None

the Opie, Barney and Otis West uranium showings. Mr. Wheatley has a record of mineral discoveries, including eight uranium deposits, four of which became producing mines in the Athabasca Basin, Saskatchewan. Mr. Wheatley graduated with an H.B.Sc. from Laurentian University in 1980, and a M.Sc. from the University of Saskatchewan in 1985.

Notes

(1) The information as to number of securities beneficially owned, or controlled or directed, directly or indirectly, is not within the knowledge of management of the Company and has been furnished by the respective nominees or sourced from information available to the Company from SEDI (www.sedi.ca) and/or in reports provided by the transfer agent of the Company.
(2) Includes 1,976,361 Common Shares, 232,500 Options and 1,229,070 Warrants held by 1428 Investments Inc., a company controlled by Aman Parmar.
(3) Held by Rock U Consulting, a company controlled by Ken Wheatley.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of management of the Company’s knowledge, other than as described herein, no proposed director is, at the date hereof, or has been within the last ten years a director, chief executive officer or chief financial officer of any company (including the Company) that:

while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (hereinafter referred to as an “Order”);
after that person ceased to be a director or executive officer was subject to an Order which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or
while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, become 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.

On July 8, 2022, the British Columbia Securities Commission issued a cease trade order to Telecure Technologies Inc., a company of which Mr. Josh Rosenberg was the Chief Operating Officer and Interim Chief Executive Officer and is a current director, and a company of which Mr. Aman Parmar was a director, for failing to file annual audited financial statements for the year ended December 31, 2021, along with the accompanying management’s discussion and analysis and management certifications, and failing to file an interim financial report for the period ended March 31, 2022, along with the accompanying management’s discussion and analysis and management certifications, in each case within the required time periods. This cease trade order currently remains in effect as of the date thereof.

On May 3, 2022, the British Columbia Securities Commission issued a cease trade order to Mr. Josh Rosenberg, Mr. Eli Dusenbury and Telecure Technologies Inc., a company of which Mr. Josh Rosenberg was the Chief Operating Officer and Interim Chief Executive Officer and is a current director, and a company of which Mr. Aman Parmar was a director, for failing to file audited financial statements for the year ended December 31, 2021, along with the accompanying management’s discussion and analysis, within the required time period. This cease trade order currently remains in effect as of the date thereof.

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On January 11, 2022, the British Columbia Securities Commission issued a cease trade order to the Company for failing to file audited financial statements for the year ended June 30, 2021, along with the accompanying management’s discussion and analysis, as well as the interim financial statements for the period ended September 30, 2021, along with the accompanying management’s discussion and analysis, within the required time period. At the time of this cease trade order Mr. Aman Parmar, Mr. Josh Rosenberg and Mr. Mike Aujla were directors of the Company. This cease trade order was revoked on March 29, 2022.

On October 29, 2021, the British Columbia Securities Commission issued a cease trade order to Edgar Montero, Eli Dusenbury and the Company for failing to file audited financial statements for the year ended June 30, 2021, along with the accompanying management’s discussion and analysis, within the required time period. At the time of this cease trade order Mr. Aman Parmar, Mr. Josh Rosenberg and Mr. Mike Aujla were directors of the Company. This cease trade order was revoked on March 29, 2022.

To the best of management of the Company’s knowledge, no proposed director has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director 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 be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Advance Notice Provisions

The Articles of the Company (the “Articles”) include advance notice provisions (the “Advance Notice Provisions”) with respect to the nomination of individuals for election as director. A copy of the Articles, which include the Advance Notice Provisions, is filed on the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Advance Notice Provisions provide Shareholders, directors and management of the Company with a clear framework for nominating directors. Among other things, the Advance Notice Provisions fix a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form.

The Company has not received notices of a nomination in compliance with the Articles, and does not expect any such nominations to be forthcoming. Assuming that no notices of nomination in compliance with the Articles are received prior to the deadline established in the Articles, any nominations made at the Meeting, other than nominations by or at the direction of the Board or an authorized officer of the Company, will be disregarded.

APPOINTMENT AND REMUNERATION OF AUDITOR

Shareholders will be asked to approve the appointment of De Visser Gray LLP, Chartered Professional Accountants, as our auditor to hold office until the next annual general meeting of shareholders at remuneration to be fixed by the directors. The approval of the appointment of De Visser Gray LLP,

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Chartered Professional Accountants, must be approved by a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.

De Visser Gray LLP, Chartered Professional Accountants, have served as our auditor since October 4, 2024.

We recommend a vote “FOR” the appointment of De Visser Gray LLP, Chartered Professional Accountants, as our auditor to hold office until the next annual general meeting of shareholders, at remuneration to be fixed by the directors.

In the absence of a contrary instruction, the Management Nominees intend to vote FOR the appointment of De Visser Gray LLP, Chartered Professional Accountants, at remuneration to be fixed by the directors.

OTHER BUSINESS

If other matters are properly brought up at the Meeting, you (or your proxyholder, if you are voting by proxy) can vote as you see fit. As at the date hereof, we are not aware of any other items of business to be considered at the Meeting.

SECTION 8 – EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers and sets forth compensation for each of the named executive officers and directors of the Company.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Securities legislation requires the disclosure of the compensation received by each “Named Executive Officer” of the Company. “Named Executive Officer” is defined by securities legislation to mean: (i) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as CEO, including an individual performing functions similar to a CEO; (ii) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as CFO, including an individual performing functions similar to a CFO; (iii) the most highly compensated executive officer of the Company, including any of its subsidiaries, other than the CEO and CFO, or an individual performing similar functions, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and (iv) each individual who would be a “Named Executive Officer” under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in similar capacity, at the end of the most recently completed financial year. As of the date of the AIF, the Company has the following Named Executive Officers (collectively, the “Named Executive Officers” or “NEOs”):

Mark Fields, Chief Executive Officer and a director of the Company; and
Eli Dusenbury, Chief Financial Officer of the Company.

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DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table sets forth information with respect to the compensation of each Named Executive Officer or director of the Company during the two most recently completed financial years, excluding compensation securities:

Table of Compensation Excluding Compensation Securities
Name and position	Year (1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Mark Fields^{(2)}
CEO and Director	2025	50,000	Nil	Nil	Nil	Nil	50,000
	2024	25,000	Nil	Nil	Nil	Nil	25,000
Eli Dusenbury^{(3)}
CFO and Corporate Secretary	2025	36,000	Nil	Nil	Nil	Nil	36,000
	2024	36,000	Nil	Nil	Nil	Nil	36,000
Aman Parmar^{(4)}
Director and Former Interim CEO	2025	120,000^{(5)}	Nil	Nil	Nil	Nil	120,000
	2024	24,500^{(6)}	Nil	Nil	Nil	Nil	24,500
Josh Rosenberg^{(7)}
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Mike Aujla^{(8)}
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Ken Wheatley^{(9)}
Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
	2024	N/A	N/A	N/A	N/A	N/A	N/A

Notes:
(1) Information provided in this table is for the years ended June 30, 2025 and 2024.
(2) Mr. Fields was appointed as CEO of the Company on February 7, 2024, and has served as a director of the Company since April 19, 2022. Mr. Fields does not receive any compensation for serving as a director of the Company.
(3) Mr. Dusenbury was appointed as CFO on September 7, 2018, and has served as Corporate Secretary of the Company since September 1, 2021. Mr. Dusenbury provides his services through Sweet Noth Consulting Inc. For additional details, please see “Executive Compensation – Employment Consulting and Management Agreements”.
(4) Mr. Parmar has served as a director of the Company since July 17, 2018. Mr. Parmar served as Interim Chief Executive Officer of the Company from July 21, 2022 to February 7, 2024.
(5) Consulting fees paid to a company controlled by Mr. Parmar.
(6) Fees paid to 1428 Investments Inc., a company controlled by Mr. Parmar, in respect of his role as Interim Chief Executive Officer of the Company. Mr. Parmar does not receive any compensation for serving as a director of the Company.
(7) Mr. Rosenberg was appointed as a director on September 17, 2019.
(8) Mr. Aujla was appointed as a director on July 27, 2018.
(9) Mr. Wheatley was appointed as a director on December 2, 2025.

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STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table discloses all compensation securities the Company has granted or issued to each Named Executive Officer or director of the Company during its most recently completed financial year:

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
Mark Fields^{(2)(9)}
CEO and Director	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Eli Dusenbury^{(3)(9)}
CFO and Corporate Secretary	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Aman Parmar^{(4)(9)}
Director and Former Interim CEO	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Josh Rosenberg^{(5)(9)}
Director	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Mike Aujla^{(6)(9)}
Director	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Ken Wheatley^{(7)(9)}
Director	Options	100,000^{(8)}
4.85%	December 19, 2024	0.15	0.15	0.23	December 19, 2026

Notes:
(1) Information provided in this table is for the year ended June 30, 2025.
(2) Mr. Fields was appointed as CEO of the Company on February 7, 2024, and has served as a director of the Company since April 19, 2022.
(3) Mr. Dusenbury was appointed as CFO on September 7, 2018, and has served as Corporate Secretary of the Company since September 1, 2021.
(4) Mr. Parmar has served as a director of the Company since July 17, 2018. Mr. Parmar served as Interim Chief Executive Officer of the Company from July 21, 2022 to February 7, 2024.
(5) Mr. Rosenberg was appointed as a director on September 17, 2019.

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(6) Mr. Aujla was appointed as a director on July 27, 2018.
(7) Mr. Wheatley was appointed as a director on December 2, 2025.
(8) These options vested in equal quarterly instalments of 25,000 Options on March 19, 2025, June 19, 2025, September 19, 2025 and December 19, 2025.
(9) As at June 30, 2025, Mr. Fields held 300,000 Options, exercisable at a price of $0.44 (as to 100,000 Options) and $0.10 (as to 200,000 Options, all of which are fully vested. As at June 30, 2025, Mr. Dusenbury held 325,000 Options, exercisable at a price of $0.44 (as to 100,000 Options) and $0.10 (as to 200,000 Options), all of which are fully-vested. As at June 30, 2025, Mr. Parmar held 387,500 Options, exercisable at a price of US$2.80 (as to 62,500 Options), $0.44 (as to 125,000 Options) and $0.10 (as to 200,000 Options), all of which are fully-vested. As at June 30, 2025, Mr. Rosenberg held 125,000 RSUs and 262,500 Options, exercisable at a price of US$2.80 (as to 62,500 Options), $0.44 (as to 100,000 Options) and $0.10 (as to 100,000 Options), all of which are fully-vested. As at June 30, 2025, Mr. Aujla held 175,000 RSUs and 262,500 Options, exercisable at a price of US$2.80 (as to 62,500 Options), $0.44 (as to 100,000 Options) and $0.10 (as to 100,000 Options), all of which are fully-vested. As at June 30, 2025, Mr. Wheatley held 100,000 Options, exercisable at a price of $0.15, of which 50,000 of such Options were vested as at June 30, 2025 (with all such Options being fully-vested as of the date thereof).

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

During the most recently completed financial year, the following NEO and director of the Company exercised compensation securities:

Name and position	Type of Compensation Security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Eli Dusenbury
Chief Financial Officer	RSUs	112,500	N/A	July 14, 2024	0.21	0.21	23,625
Aman Parmar
Director and Former Interim CEO	RSUs	300,000	N/A	July 14, 2024	0.21	0.21	63,000

Notes:
(1) Information provided in this table is for the year ended June 30, 2025.

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The following is a summary of certain provisions of the Company's equity incentive plan (the "Compensation Plan") and does not purport to be complete summary and is subject in its entirety to the detailed provisions of the Compensation Plan, a copy of which is available without charge from the Company. The Compensation Plan was approved by the Shareholders at the Company's annual general and special meeting held on December 13, 2024.

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Eligible Persons

Awards may be granted to eligible directors, officers, employees and consultants (an “Eligible Person”). A participant (“Participant”) is an Eligible Person to whom an Award has been granted. An “Award” means any Option, DSU or RSU granted under the Compensation Plan.

Number of Shares available for Awards

The aggregate number of Common Shares issuable pursuant to Awards granted under the Compensation Plan must not exceed 20% of the issued and outstanding Common Shares at the time of the grant. If Awards are surrendered, terminated or expire without being exercised, new Awards may be granted covering the Common Shares not issued under such lapsed Awards, subject to any restrictions that may be imposed by the CSE, including the restriction that if an Option is cancelled prior to its expiry date, the Company shall post notice of the cancellation and shall not grant new Options to the same Participant until 30 days have elapsed from the date of cancellation.

We currently have 48,776,223 Common Shares issued and outstanding and, as such, we can issue up to a total of 9,755,244 Common Shares under the Compensation Plan.

Options

During the year ended June 30, 2025, 200,000 Options were granted.

As of the date of this Circular, there are 2,062,500 Options outstanding.

RSUs

During the year ended June 30, 2025, no RSUs were granted.

As of the date of this Circular, there are 475,000 RSUs outstanding.

DSUs

The Company’s Compensation Plan provides for the grant of DSUs to eligible directors, which DSUs will be automatically redeemed on the 20th business day following the date of a director’s separation from the Board (unless the director is a US taxpayer, in which case the redemption shall occur in accordance with the provisions detailed in the Compensation Plan, which provisions are predicated on tax laws in the United States). Each vested DSU entitles the holder to receive one Common Share upon redemption. As of the date of this Circular, there were no DSUs outstanding. No DSUs were granted during the year ended June 30, 2025.

Total

As of the date of this Circular, there are 2,537,500 Common Shares reserved for issuance upon the exercise of outstanding Options and the settlement of outstanding RSUs and DSUs in total, representing approximately 5.20% of the total number of issued and outstanding Common Shares on the date hereof.

Number of Shares under Award Grant

Subject to complying with all of the requirements of the CSE and the provisions of the Compensation Plan, and subject to adjustment from time to time in accordance with the Compensation Plan, the number of Common Shares that may be purchased or received under any Award will be determined and fixed by the Board at the date of grant.

Administration

Unless otherwise determined by the Board, the Compensation Plan shall be administered by the Board or a committee designated by the Board. The Board (or a committee of the Board, as the case may be) shall have the power, where consistent with the general purpose and intent of the Compensation Plan, and subject to the specific provisions of the Plan, to (a) adopt and amend rules and regulations relating to the administration of the Compensation Plan, (b) to correct any defect or supply any omission or reconcile any inconsistency in the Compensation Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Compensation Plan into effect, (c) to determine and designate from time to time the individuals to whom Awards shall be made, the amounts of Awards and other terms and conditions of the Awards and (d) delegate any of its responsibilities or powers under the Compensation Plan to a Board committee.

Options

Exercise price of Options

The exercise price per Common Share under each Option will be determined by the Board in its sole discretion, provided that such price may not be less than the greater of the trading price at which the Common Shares traded on the CSE as of the close of market on (a) the trading day immediately prior to the date such Option is granted and (b) the date such Option is granted.

Vesting Terms and Restrictions

Vesting terms and restrictions of the Options shall be determined by the Board on a case by case basis, provided that, unless otherwise determined by the Board, Options shall vest as to 25% of the Options subject to a grant on the date of grant and as to an additional 25% of the Options subject to a grant on each six-month anniversary of the date of grant, such that, following the 18-month anniversary of the date of grant, all of the Options subject to the grant shall be fully vested. Vested Options may be exercised at any time prior to the termination of an Option.

Cashless Exercise Right

Participants have the right (the "Cashless Exercise Right"), in lieu of the right to exercise an Option, to terminate such Option and receive the number of Common Shares which is equal to the quotient obtained by (a) subtracting the applicable exercise price from the trading price at which the Common Shares traded on the CSE as of the close of market on the business day immediately prior to the exercise of the Cashless Exercise Right, and multiplying the remainder by the number of Common Shares subject to the Option(s) being terminated and (b) dividing the product obtained in (a) by the trading price at which the Common Shares traded on the CSE as of the close of market on the business day immediately prior to the exercise of the Cashless Exercise Right. The Cashless Exercise Right is only available to a Participant to the extent and on the same conditions that such Participant's Options are exercisable pursuant to the terms of the Equity Compensation Plan and such Options.

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Term of Options and Causes of Cessation

Subject to earlier termination in accordance with the Compensation Plan as described below, each Option will expire on the date determined by the Board and specified in the Option agreement pursuant to which such Option is granted, provided that such date may not be later than the 10th anniversary of the date on which such Option is granted, and provided further that at any time the expiry date of an Option occurs either during a blackout period imposed by the Company or within ten business days following the expiry of a blackout period imposed by the Company, the expiry date of such Option will be deemed to be the date that is the tenth business day following the expiry of such blackout period.

In the event a Participant ceases to be an Eligible Person for any reason, other than the death of the Participant or the termination of the Participant for cause, unless otherwise determined by the Board, any Option held by such Participant on the date the Participant ceases to be an Eligible Person shall become exercisable for a period of up to 12 months thereafter, or prior to the original expiration of the Option, whichever is sooner.

In the event of a termination of the Participant for cause, no Option held by such Participant will, unless otherwise determined by the Board, be exercisable following the date on which such Participant is terminated.

In the event a Participant ceases to be an Eligible Person as a result of the death of the Participant, any Option held by such Participant at the date of death shall become exercisable, to the extent that the Participant was entitled to exercise such Options at the date of death, for 12 months after the date of death or prior to the original expiration of such Options, whichever is sooner, unless otherwise determined by the Board, but only by the person or persons to whom the Participant's rights under the Option shall pass by such Participant's will or applicable laws of descent and distribution.

Change of Control, Amalgamation or Merger

In the event of a Change of Control (as that term is defined in the Compensation Plan), unless otherwise determined by the Board, (i) all Options outstanding shall immediately vest and be exercisable and (ii) all Options that are not otherwise exercised contemporaneously with the completion of the Change of Control will terminate and expire immediately thereafter.

Subject to the provisions governing the treatment of Options in connection with a Change of Control, if the Company amalgamates or otherwise completes a plan of arrangement or merges with or into another corporation, any Common Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Participant would have received upon such amalgamation, arrangement or merger if the Participant had exercised his or her Option immediately prior to the record date applicable to such amalgamation, arrangement or merger, and the Option price shall be adjusted appropriately by the Board.

Restricted Share Units

Grant and Redemption of RSUs

The Board has the authority to grant RSUs to any Eligible Person as a discretionary payment in consideration of past service to the Company or as an incentive for future services, subject to the terms and conditions of the Compensation Plan and such other additional provisions and restrictions as the Board may determine. At the end of the vesting period applicable to a RSU (the "Restricted Period"), or upon the

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achievement of performance conditions to be achieved by the Company and/or a Participant or group of Participants, and, subject to any applicable deductions and withholding and adjustment in accordance with the terms of the Compensation Plan, without the payment of additional consideration or any other further action on the part of the Participant, the Company will issue to the Participant one Common Share for each RSU held by the Participant for which the Restricted Period has expired or the performance conditions have been achieved. Participants who are residents of Canada may elect to defer receipt of all or any part of the Common Shares underlying RSUs until one or more deferred payment dates.

Term of RSUs and Causes of Cessation

In the event of the retirement or termination of a Participant during the Restricted Period or prior to the achievement of any applicable performance conditions (as the case may be) applicable to any RSUs, any such RSUs will immediately terminate and be of no further force or effect; provided, however, that the Board will have the absolute discretion to modify the grant of the RSUs to provide that the Restricted Period will terminate, or the performance conditions will be deemed to have been met, immediately prior to a Participant’s termination or retirement.

In the event of the retirement or termination of a Participant following the Restricted Period or the achievement of any applicable performance conditions (as the case may be) applicable to any RSUs, but prior to the settlement of any such RSUs, the Participant shall be entitled to receive Common Shares in satisfaction of such RSUs.

In the event of the death or total disability of a Participant, any RSUs held by the Participant shall immediately vest and the Common Shares underlying such RSUs shall be immediately issued by the Company to the Participant or the legal representative of the Participant.

In the event of a Change of Control (as that term is defined in the Equity Compensation Plan), all RSUs outstanding shall vest immediately and be settled by the issuance of Common Shares.

Dividends

The Board, in its sole discretion, may credit additional RSUs to a Participant in the event that a dividend (other than a stock dividend) is declared and paid by the Company on the Common Shares. The number of additional RSUs to be credited to a Participant as of the payment date of any such dividend will be determined by dividing the dollar amount of the dividend that would have been paid to the Participant in respect of the RSUs in the Participant’s account on the dividend record date had they been outstanding Common Shares by the closing market price of the Common Shares on the date the dividends were paid.

Deferred Share Units

Grant of DSUs

The Board may, from time to time, determine to grant DSUs to one or more eligible directors in a lump sum amount or on regular intervals, based on such formulas or criteria as the Board may from time to time determine. For the purposes of calculating the number of DSUs to be granted, the Company shall value the Common Shares underlying such DSUs at not less than the greater of the closing market price of the Common Shares on the CSE on (a) the trading day prior to the date of grant of the DSU and (b) the date of grant of the DSU.

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Redemption of DSUs

The DSUs held by an eligible director who is not a U.S. taxpayer shall be redeemed automatically and with no further action by the eligible director on the 20th business day following such director’s Separation Date (as that term is defined in the Compensation Plan). For U.S. taxpayers, DSUs held by an eligible director who is a Specified Employee (as that term is defined in the Compensation Plan) will be automatically redeemed with no further action by the eligible director on the date that is six months following such director’s Separation Date, or earlier upon the death of such eligible director.

On the date of redemption, the Company will issue a number of Common Shares to the eligible director equal to the number of DSUs in the eligible director’s account on the Separation Date, subject to any applicable deductions and withholdings and adjustment in accordance with the terms of the Compensation Plan. In the event that a Separation Date occurs during a year and DSUs have been granted to an eligible director for that entire year, the eligible director will only be entitled to a pro-rated DSU payment in respect of such DSUs based on the number of days that he or she was an eligible director in such year.

Dividends

The Board, in its sole discretion, may credit additional DSUs to an eligible director in the event that a dividend (other than a stock dividend) is declared and paid by the Company on the Common Shares. The number of additional DSUs to be credited to an eligible director as of the payment date of any such dividend will be determined by dividing the dollar amount of the dividend that would have been paid to the eligible director in respect of the DSUs in the eligible director’s account on the dividend record date had they been outstanding Common Shares by the closing market price of the Common Shares on the date the dividends were paid.

Procedure for Amending

Subject to the provisions of the Compensation Plan, the Board has the power at any time to suspend, amend or terminate the Compensation Plan or any Award granted under the Compensation Plan, without shareholder approval, including to make: (i) amendments of a clerical or grammatical nature; (ii) amendments to the persons eligible to participate in the Compensation Plan, (iii) amendments to the exercise price, vesting, term and termination provisions of an Award, (iv) amendments to the Cashless Exercise Right provisions, and (v) amendments to the authority and role of the Board under the Compensation Plan; provided that: (A) any such amendment, suspension or termination is in accordance with applicable laws and the rules of the CSE, (B) no amendment to the Compensation Plan or an Award will have the effect of impairing, derogating from or otherwise adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award, (C) the terms of an Option will not be amended once issued and (D) the expiry date of an Option shall not be more than ten years from the date of grant of an Option (except in the case that such expiry date falls during a black out period).

If any provision of the Compensation Plan or any agreement entered into pursuant to the Compensation Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Company or the Compensation Plan, then such provisions shall be deemed to be amended to the extent required to bring such provision in compliance with such law, order, policy, by-law or regulation.

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Transferability

Except pursuant to a will or by the laws of descent and distribution, no Awards are transferable or assignable.

Adjustment in Shares Subject to the Compensation Plan

If there is any change in the Common Shares through the declaration of stock dividends of Common Shares, through any consolidations, subdivisions or reclassifications of Common Shares, or otherwise, the number of Common Shares available under the Compensation Plan, the Common Shares subject to any Award and the exercise price of any Option shall be adjusted as determined to be appropriate by the Board.

Withholding Taxes

The Company or any subsidiary may take such steps as are considered necessary or appropriate for the withholding of any taxes or other amounts which the Company or any subsidiary is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Award, including the withholding of all or any portion of any payment or the withholding of the issue of any Common Shares to be issued under the Compensation Plan until such time as the Participant has paid the Company or any subsidiary for any amount which the Company or the subsidiary is require to withhold by law with respect to such taxes or other amounts. In addition, the Board may adopt administrative rules under the Compensation Plan which provide for the automatic sale of Common Shares in the market upon the issuance of such Common Shares under the Compensation Plan on behalf of a Participant to satisfy withholding obligations under an Award.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at June 30, 2025 (at which time there were 37,957,495 Common Shares issued and outstanding) with respect to the number of securities authorized for issuance under the Compensation Plan.

Plan Category	No. of securities to be issued upon exercise of outstanding options, warrants and rights	Percentage of Common Shares Outstanding	Weighted-average exercise price of outstanding options, warrants and rights ($)	No. of securities remaining available for future issuances under equity compensation plans	Percentage of Common Shares Outstanding
Equity compensation plans approved by securityholders	2,062,500 Options	5.43%	1.62	5,053,999	13.31%
	475,000 RSUs	1.25%	N/A
Equity compensation plans not approved by securityholders	N/A	N/A	N/A	N/A	N/A
TOTAL	2,537,500	6.68%	1.62 (with respect to the Options outstanding)	5,053,999	13.31%

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company. Aside from routine participation in Awards granted pursuant to the Compensation Plan, which are at the discretion of the Board, there are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director's responsibilities. Mr. Fields provides his services to the Company pursuant to a standard form executive consulting agreement dated February 4, 2024 (the "Fields Agreement"), pursuant to which he receives compensation of $5,000 per month of services rendered. Mr. Dusenbury provides his services to the Company pursuant to a standard form consulting agreement between the Company and Sweet North Consulting Inc. (a company controlled by Mr. Dusenbury), dated September 1, 2018, as amended (the "Dusenbury Agreement") pursuant to which Sweet North Consulting Inc. receives compensation of $3,000 per month of services rendered.

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OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

Compensation of directors of the Company is reviewed periodically by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, a comparison of the compensation paid to members of the Board with similar compensation paid by other issuers of comparable size and nature and the availability of financial resources of the Company.

Currently, the directors of the Company are only compensated through Awards granted under the Compensation Plan at the discretion of the Board.

In the Board’s view, there has been no need for the Company to design or implement a formal compensation program for directors. While the Board considers equity incentive grants to directors under the Compensation Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of equity incentives. Other than grants of Awards under the Compensation Plan, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Subject to the contractual requirements of the Fields Agreement and the Dusenbury Agreement, compensation of NEOs is reviewed periodically and determined by the Board. The Company currently does not have a compensation committee in place and the Board intends to approve all compensation decisions in the near future, provided that directors who are also officers are exempt from participating in such compensation discussions. The Board does not measure performance using any pre-set formulas in determining compensation awards for NEOs. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison of the compensation paid to NEOs by the Company with similar compensation paid by other issuers of comparable size and nature and the availability of financial resources of the Company (both in the short-, medium- and long-term), subject to the contractual requirements of the Fields Agreement and the Dusenbury Agreement. The objectives of the Company’s compensation practices are to reward individual contributions in light of the Company’s performance, to be competitive with the companies with which the Company competes for talent, to align the interests of the executives with the interests of the Shareholders and to attract and retain executives who can help the Company achieve its objectives.

The Board does not believe that the Company’s compensation practices create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation when implementing the Company’s compensation practices and making compensation determinations.

Elements of NEO Compensation

The Company compensates NEOs through a combination of cash fees and participation in the Compensation Plan.

In the Board’s view, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. In determining

the amount of cash compensation payable to a NEO, the Board considers various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison of the compensation paid to NEOs by the Company with similar compensation paid by other issuers of comparable size and nature and the availability of the Company’s financial resources (both in the short-, medium- and long-term), subject to the contractual requirements of the Fields Agreement and the Dusenbury Agreement.

The Company provides the Compensation Plan to motivate NEOs by providing them with the opportunity, through grants of Awards, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of equity incentives to NEOs, but does take into account the amount and term of Options previously granted, base salary and bonuses and competitive factors. Options which vest immediately are generally granted to senior executives and Board members. RSUs, which vest over a certain period of time as determined by the Board, are generally granted to senior executives and Board members.

While the Board does not formally identify a “peer group” in its determination of NEO compensation, the Board does consider the compensation paid to executives by other issuers of comparable size and nature in its determination of the level of compensation to be paid to the Company’s NEOs.

Other than the Compensation Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans or any other such benefit programs for NEOs.

PENSION PLAN BENEFITS

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

SECTION 9 – AUDIT COMMITTEE DISCLOSURE

AUDIT COMMITTEE CHARTER

The Audit Committee of the Company (the “Audit Committee”) must consist of not less than three directors of the Company, a majority of whom must be independent in accordance with applicable securities laws.

The primary function of 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’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes.

The duties and responsibilities, authority and other requirements and processes of the Audit Committee are set out in the Audit Committee Charter (the “Audit Committee Charter”) adopted by the Board, which is attached to this Circular as Schedule “A”. Pursuant to the Audit Committee Charter, the Audit Committee is required 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 and to provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

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COMPOSITION OF AUDIT COMMITTEE

The following are the members of the Audit Committee:

Director	Independence^{(1)}	Financial Literacy^{(1)}
Mike Aujla (Chair)	Yes	Yes
Josh Rosenberg	Yes	Yes
Mark Fields	No	Yes

Notes:
(1) As defined by National Instrument 52-110 (“NI 52-110”).

RELEVANT EDUCATION AND EXPERIENCE

A description of the education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

Mike Aujla – Director since July, 2018.

Mr. Aujla brings over 20 years of experience acting as a lawyer, director and officer for both public and private companies. He holds a Bachelor of Arts degree from the University of British Columbia and a Juris Doctorate from the University of Victoria. Mr. Aujla was previously a corporate lawyer who worked with top international law firms. He has experience advising companies in financial services, corporate mergers and acquisitions, and commercial real estate in various jurisdictions. Mr. Aujla is currently the Founding Partner of Hunter West Legal Recruitment.

Josh Rosenberg – Director since September, 2019.

Mr. Rosenberg is a seasoned corporate executive with a proven track record in global food service and other product distribution as well as in executive leadership. Mr. Rosenberg serves on several Boards of directors, including United Strategies Group as Executive director, and, previously, Accent Food Services as CEO/Chairman and an executive in the Coca-Cola corporate organization. He obtained a Marketing degree from Madison University, completed the KPMG QuantumShift ‘Most Promising Top 40 Entrepreneurs Program’, as well as the ‘Power of Listening Leadership Program’ at the Ross School of Business, University of Michigan, and Cornell University.

Mark Fields – Director since April, 2022.

from Kinross Gold Corporation. Mr. Fields was the Vice President (1999-2001) and a director (1999-2009) of Copper Ridge Explorations Inc., where he was responsible for directing geological programs, project evaluations and continuous disclosure obligations of the company. Mr. Fields received the E.A. Scholz award in 2012 from the Association for Mineral Exploration BC for excellence in mine development for his key role in developing the Willow Creek metallurgical coal mine during his time at Pine Valley Mining Corporation as Executive Vice President (2001-2005).

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemptions set out in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), Section 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), Section 6.1.1(5) (Events Outside Control of Member), Section 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from Part 8 (Exemption) of NI 52-110.

During the most recently completed financial year, the Company relied on the exemption set out in Section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

PRE-APPROVAL POLICIES AND PROCEDURES

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditor to the Company or any subsidiary of the Company are subject to the review and prior approval of the Audit Committee of the Company. The pre-approval requirement is waived in certain circumstances as set out in the Audit Committee Charter.

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EXTERNAL AUDITOR SERVICES FEES (BY CATEGORY)

The aggregate fees billed by the Company’s external auditors in the last two years are as follows:

Financial Year Ending	June 30, 2025	June 30, 2024
Audit Fees^{(1)}	$28,350	$63,582
Audit-Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$28,350	$63,582

Notes:
(1) Audit Fees include aggregate fees billed by the Company’s external auditor.

SECTION 10 – CORPORATE GOVERNANCE DISCLOSURE

COMPOSITION OF THE BOARD OF DIRECTORS

The Board supervises the CEO and CFO of the Company. Each of the CEO and the CFO are required to act in accordance with the scope of authority provided to them by the Board. The members of the Board are:

Mark Fields - Mr. Fields is the CEO of the Company and is therefore not “independent” (as defined in Section 1.4 of NI 52-110);
Aman Parmar – Mr. Parmar formerly served as the Interim Chief Financial Officer within the last three financial years, and therefore is not “independent” (as defined in Section 1.4 of NI 52-110);
Mike Aujla – Mr. Aujla is “independent” as defined in Section 1.4 of NI 52-110;
Josh Rosenberg – Mr. Rosenberg is “independent” as defined in Section 1.4 of NI 52-110; and
Ken Wheatley – Mr. Wheatley is “independent” as defined in Section 1.4 NI 52-110.

OTHER DIRECTORSHIPS

The members of the Board are currently directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Mark Fields	Nickel Creek Platinum Corp.
Aman Parmar	Integral Metals Corp.

Name of Director	Name of Reporting Issuer
Mike Aujla	AlphaGen Intelligence Corp.
Global Uranium Corp.
Josh Rosenberg	Telecure Technologies Inc.
Ken Wheatley	N/A

ORIENTATION AND CONTINUING EDUCATION

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand the role and responsibilities of the Board.

Similarly, the Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing educational opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

ETHICAL BUSINESS CONDUCT

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, are sufficient, at the current stage of development of the Company, to ensure that the Board operates independently of management and in the best interests of the Company.

Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

NOMINATION OF DIRECTORS

The identification of potential candidates for nomination as directors of the Company is carried out by all directors, who are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

COMPENSATION

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance (in the case of the CEO), comparison between the relevant compensation paid by the Company and that paid by other issuers of comparable size and nature and the

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availability of the financial resources of the Company. See “Section 8 – Executive Compensation” for additional information.

OTHER BOARD COMMITTEES

The Board does not have any standing committees other than the Audit Committee.

ASSESSMENTS

The Board does not have any formal process for assessing the effectiveness of the Board, its committees or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.

SECTION 11 - OTHER INFORMATION

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca or on the Corporation’s website at www.refinedenergy.com. Shareholders may contact the Company at 604-398-3378 to request copies of the Company’s financial statements and related management’s discussion and analysis.

Financial information is provided in the Company’s consolidated financial statements and management’s discussion and analysis for its most recently completed financial year ended June 30, 2025 which are filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

Dated at Vancouver, British Columbia, this 5th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark Fields

Mark Fields

Chief Executive Officer and Director

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SCHEDULE A

(see attached).

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Refined Energy Corp.
(the “Company”)

Audit Committee Charter

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors 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’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The 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 of Directors.

Composition

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

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

Meetings

The Committee shall meet annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Document/Reports Review

(a) Review and update this Charter annually.

(b) Review the Company’s financial statements, MD&A 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

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the Shareholders of the Company.

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

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

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

(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for Shareholder approval.

(f) 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 systems.

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

(h) 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:

(i) 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;

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

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one of mor members of the Committee who are members of the Board of Directors to whom authority to grant such approvals have been delegated by the Committee.

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

37 | Page

38 | Page

Financial Reporting Processes

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

(b) Consider the external auditor’s judgements about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

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

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

(e) 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.

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

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

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

(i) Review certification process.

Other

(a) Review any related-party transactions.

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Refined Energy Corp. — Proxy Solicitation & Information Statement 2026

47444_rns_2026-01-14_86de6d41-f963-49bd-91cf-e99d2d4bd33c.pdf

TABLE OF CONTENTS

SECTION 1 - INTRODUCTION

SECTION 2 – PROXIES AND VOTING RIGHTS

SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

SECTION 4 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

SECTION 6 – INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

SECTION 8 – EXECUTIVE COMPENSATION

SECTION 9 – AUDIT COMMITTEE DISCLOSURE 29

SECTION 10 – CORPORATE GOVERNANCE DISCLOSURE 32

SECTION 11 – OTHER INFORMATION 34

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 - INTRODUCTION

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

NOTICE TO SECURITYHOLDERS IN THE UNITED STATES

CURRENCY

SECTION 2 – PROXIES AND VOTING RIGHTS

MANAGEMENT SOLICITATION

VOTING

REGISTERED SHAREHOLDER AND DULY APPOINTED PROXYHOLDER VOTING

BENEFICIAL SHAREHOLDER VOTING

REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY MANAGEMENT NOMINEES

NOTICE-AND-ACCESS

SECTION 3 - VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTING OF COMMON SHARES

PRINCIPAL HOLDERS OF COMMON SHARES

QUORUM

SECTION 4 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

SECTION 5 – INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

SECTION 6 – INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Director Nominees

Notes

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Advance Notice Provisions

APPOINTMENT AND REMUNERATION OF AUDITOR

OTHER BUSINESS

SECTION 8 – EXECUTIVE COMPENSATION

COMPENSATION OF NAMED EXECUTIVE OFFICERS

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

Eligible Persons

Number of Shares available for Awards

Options

RSUs

DSUs

Total

Administration

Options

Exercise price of Options

Vesting Terms and Restrictions

Cashless Exercise Right

Change of Control, Amalgamation or Merger

Restricted Share Units

Grant and Redemption of RSUs

Term of RSUs and Causes of Cessation

Dividends

Deferred Share Units

Grant of DSUs

Redemption of DSUs

Dividends

Procedure for Amending

Transferability

Adjustment in Shares Subject to the Compensation Plan

Withholding Taxes

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

Compensation of NEOs

Elements of NEO Compensation

PENSION PLAN BENEFITS

SECTION 9 – AUDIT COMMITTEE DISCLOSURE

Refined Energy Corp. Proxy Solicitation & Information Statement 2026