REGULUS RESOURCES INC. — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

REGULUS RESOURCES INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

(the "Notice of Meeting")

TO: THE SHAREHOLDERS OF REGULUS RESOURCES INC.

TAKE NOTICE that the annual general meeting (the "Meeting") of the shareholders of Regulus Resources Inc. (the "Corporation") will be held at the offices of Dentons Canada LLP, 15th Floor Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta T2P 0R8 on the 21st day of March, 2025 at 11:30 a.m. (Calgary time) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the years ended September 30, 2024 and September 30, 2023, and the applicable auditors' reports thereon;
2. to fix the number of directors to be elected at the Meeting at seven (7) members;
3. to elect seven (7) directors of the Corporation for the ensuing year;
4. to appoint Davidson & Company LLP the auditors of the Corporation and authorize the directors to fix their remuneration as such;
5. to consider and, if deemed advisable, approve and confirm, with or without variation, an ordinary resolution ratifying and confirming the Corporation's amended share option plan, all as more particularly described in the accompanying Information Circular – Proxy Statement of the Corporation (the "Information Circular"); and
6. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular which accompanies and forms part of this Notice of Meeting.

Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed instrument of proxy (the "Instrument of Proxy") and to mail it to or deposit it with Olympia Trust Company, our transfer agent. To be valid, the Instrument of Proxy must be dated, completed, signed and deposited with Olympia Trust Company by: (i) mail to PO Box 128, STN M, Calgary, Alberta T2P 2H6, Attn: Proxy Dept; (ii) email at proxy@olympiatrust.com; (iii) facsimile at (403) 668-8307; or (iv) online at https://css.olympiatrust.com/pxlogin, entering the 12-digit control number found on your Instrument of Proxy, or as otherwise indicated in the instructions contained in the Instrument of Proxy. In order to be valid and acted upon at the Meeting, Instruments of Proxy must be received at the aforesaid address or fax not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that using mail to transmit proxies is at each Shareholder's risk.

Record Date

The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business on February 7, 2025 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he or she owns such shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

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Notice-And-Access

The Corporation has elected to deliver the Information Circular, management’s discussion and analysis, consolidated financial statements of the Corporation and the auditor’s report for the year ended June 30, 2024, and other related materials of the Meeting (together, the “Meeting Materials”) using the Notice-and-Access provisions outlined in section 9.1.1 of National Instrument 51-102 Continuous Disclosure Obligations for delivery to registered Shareholders, and section 2.7.1 of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer for delivery to beneficial Shareholders (together, the “Notice-and-Access Provisions”).

The Notice-and-Access Provisions allow the Corporation to deliver Meeting Materials to Shareholders by posting them on SEDAR+ and one non-SEDAR+ website rather than by printing and mailing the documents. The Corporation adopted this alternative means of delivery to reduce the cost and environmental impact of producing and distributing paper copies of documents in very large quantities while providing Shareholders with faster access to information about the Corporation.

Pursuant to the Notice-and-Access Provisions, the Corporation will send a notice to all Shareholders confirming internet availability, indicating that the Meeting Materials have been posted on SEDAR+ and the Corporation’s website, together with an Instrument of Proxy or voting instruction form and explaining how a Shareholder can access the Meeting Materials or obtain paper copies thereof. We remind you to access and review the Meeting Materials before voting.

DATED this 7th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “John E. Black”
John E. Black
Chief Executive Officer