Resolute Resources Ltd. — AGM Information 2024

Jul 31, 2024

RESOLUTE RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) in the capital of Resolute Resources Ltd. (the “ Corporation ” or “ Resolute ”) will be held at the Toronto offices of Borden Ladner Gervais LLP, at Bay Adelaide Centre, East Tower, 3400 - 22 Adelaide St W, Toronto, Ontario, on August 23, 2024, at the hour of 3:00 p.m. (Toronto time), for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Corporation for the year ended June 30, 2023, together with the auditor’s report thereon, and the unaudited financial statements for the interim period ended March 31, 2024;

2. to fix the board of directors of the Corporation at three (3) members;

3. to elect the directors of the Corporation for the ensuing year, all as more particularly described in the accompanying management information circular prepared for the purposes of the Meeting (the “ Information Circular ”);

4. to approve the appointment of MNP LLP, Chartered Professional Accountants, as the auditors of the Corporation until the earlier of the close of the next annual meeting of Shareholders or their earlier resignation or replacement, and to authorize the directors of the Corporation to set their remuneration;

5. to consider an ordinary resolution relating to the approval of the stock option plan of the Corporation, as more particularly set forth in the accompanying Information Circular;

6. to consider a special resolution authorizing and approving the sale of all the Corporation’s interest in its sole direct wholly-owned subsidiary, which owns all operating assets of the Corporation, as more particularly set forth in the accompanying Information Circular; and

7. to transact such other business as may properly be brought before the Meeting, or any adjournment or postponement thereof.

Terms not defined herein are defined in the accompanying Information Circular. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Annual Meeting of Shareholders.

Only persons registered as Shareholders of the Corporation as of the close of business on July 24, 2024 (the “ Record Date ”), are entitled to receive notice of the Meeting or any adjournment or adjournments thereof and to vote thereat unless, after the Record Date, a Shareholder transfers its Common Shares and the transferee not later than ten (10) days before the Meeting, produces properly endorsed certificates evidencing such Common Shares or otherwise establishes that it owns such Common Shares and requests that the transferee’s name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such Common Shares at the Meeting. Shareholders may vote in person at the Meeting or any adjournment or adjournments thereof, or they may appoint another person or company (who need not be a Shareholder) as their proxy to attend and vote in their place. Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy for use at the Meeting or any adjournment or postponement thereof. To be valid, proxies must be received by Odyssey Trust Company at Traders Bank Building 702, 67 Yonge Street, Toronto, ON M5E 1J8, Attention: Proxy Department, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the Meeting. Alternatively, voting instructions may be transmitted online at https://login.odysseytrust.com/pxlogin. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

DATED as of the 25[th] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

Per: (signed) “ Alexander Lindsay ” Alexander Lindsay Chief Executive Officer and Director