NOTICE

and

INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING

ROTTENSTONE GOLD INC.

to be held on

February 26, 2026

ROTTENSTONE GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of Rottenstone Gold Inc. (the "Company" or "Rottenstone") will be held at Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9, at 11:00 a.m. (Pacific Standard Time), on February 26, 2026, for the following purposes:

To receive and consider the audited Financial Statements of the Company for the year ended December 31, 2024, together with the auditor's report thereon.
To fix the number of directors of the Company at three (3).
To elect the directors for the ensuing year.
To appoint an auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.
To consider and if thought advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, to approve a delisting of the Company's common shares from the Canadian Securities Exchange, as more particularly described in this Information Circular.
To transact such other business as may properly come before the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice.

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the Information Circular, the Company's December 31, 2024 audited financial statements and the related management's discussion and analysis, and any additional materials (collectively, the "Meeting Materials") online. Shareholders will still receive this Notice of Meeting, a form of proxy and request for financial information form and may choose to receive a paper copy of the Meeting Materials.

The Company will not use the procedure known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Meeting Materials.

PLEASE REVIEW THE INFORMATION CIRCULAR CAREFULLY IN FULL PRIOR TO VOTING IN RELATION TO THE RESOLUTIONS BEING PRESENTED, AS THE INFORMATION CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION ON THE MATTERS. THE INFORMATION CIRCULAR IS AVAILABLE AT WWW.ROTTENSTONEGOLD.COM AND UNDER THE COMPANY'S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA. ANY SHAREHOLDER WHO WISHES TO RECEIVE A PAPER COPY OF THE MEETING MATERIALS (INCLUDING THE INFORMATION CIRCULAR) SHOULD CONTACT THE COMPANY AT SUITE 1890, 1075 WEST GEORGIA STREET, VANCOUVER, BC, V6E 3C9, BY FAX AT (604) 687-3141, BY TELEPHONE TOLL FREE AT 1-888-787-0888 OR BY EMAIL AT [email protected]. SHAREHOLDERS MAY ALSO USE THE TOLL FREE NUMBER NOTED ABOVE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE NOTICE-AND-ACCESS PROVISIONS.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it c/o Endeavor Trust Corporation, by any of the following methods: by mail: Suite 702, 777 Hornby Street, Vancouver, BC, V6Z 1S4; by fax: (604)

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

559-8908; or online: www.eProxy.ca not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

If you are a non-registered shareholder of the Company and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

As always, the Company encourages shareholders to vote prior to the Meeting.

DATED at Vancouver, British Columbia, as of January 12, 2026.

By Order of the Board of Directors of

ROTTENSTONE GOLD INC.

"Nicholas Koo"

Nicholas Koo

Chief Financial Officer

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

ROTTENSTONE GOLD INC.

c/o Suite 1890, 1075 West Georgia Street
Vancouver, British Columbia, Canada V6E 3C9
Telephone (604) 687-2038
Facsimile (604) 687-3141

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This information circular ("Information Circular") is furnished in connection with the solicitation of proxies by the management of Rottenstone Gold Inc. (the "Company" or "Rottenstone") for use at the annual general and special meeting of the shareholders (the "Shareholders") of the Company (the "Meeting") to be held at Suite 1890, 1075 West Georgia Street, Vancouver, British Columbia, on February 26, 2026 at 11:00 a.m. (Pacific Standard Time) and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Shareholders.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. All costs of this solicitation will be borne by the Company. The Company has made arrangements for intermediaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by those intermediaries and the Company may reimburse the intermediaries for reasonable fees and disbursements incurred by them in so doing.

Notice of the Meeting was provided to the securities commissions in each jurisdiction where the Company is a reporting issuer under applicable securities laws.

In this Information Circular, references to the "Company", "Rottenstone", "we" and "our" refer to Rottenstone Gold Inc.; "Common Shares" means common shares in the authorized share structure of the Company; "Beneficial Shareholders" means Shareholders who do not hold Common Shares in their own name, and "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of the Beneficial Shareholders.

Date of Information Circular

Information contained in this Information Circular is given as at January 12, 2026, unless otherwise indicated.

GENERAL PROXY INFORMATION

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by either:

(a) executing a proxy bearing a later date; or
(b) executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder or the Shareholder's authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney duly authorized, and by depositing the Proxy bearing a later date with Endeavor Trust Corporation, or at the address of the registered office of the Company at Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the date that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(c) by the registered Shareholder personally attending the Meeting and voting the registered Shareholder's Common Shares.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

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

Appointment of Proxyholders

A Shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be Shareholders, to attend and act at the Meeting for the Shareholder on the Shareholder's behalf.

The individuals named in the accompanying form of proxy (the "Proxy") are directors and/or officers of the Company (the "Management Designees"). If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting other than either of the Management Designees. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the office of Endeavor Trust Corporation, by any one of the following methods: by mail: Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4; by fax: (604) 559-8908; or online: www.eproxy.ca not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Exercise of Discretion

The Management Designees named in the Proxy will vote or withhold from voting the shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. The Proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the Management Designees will vote the Common Shares represented by the Proxy at their own discretion for the approval of such matter.

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting, each Management Designee intends to vote thereon in accordance with the Management Designee's best judgment.

Proxy Voting Options

If you are a registered Shareholder, you may elect to submit a proxy in order to vote whether or not you are able to attend the Meeting in person. In order to vote by mail, you must complete, date and sign the Proxy and return it to the Company's transfer agent, Endeavor Trust Corporation, by any one of the following methods: by mail: Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4; by fax: (604) 559-8908; or online: www.eproxy.ca at any time up to and including 11:00 a.m. (Pacific Standard Time) on February 24, 2026.

Notice-and-Access

Notice-and-Access is a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of its securities by posting such materials on a non-SEDAR+ website (usually the reporting issuer's website and sometimes the transfer agent's website) rather than delivering such materials by mail. The notice-and-access provisions under National

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

Instrument 54-101 and National Instrument 51-102 (the "Notice-and-Access Provisions") can be used to deliver materials for both special and general meetings.

The use of the Notice-and-Access Provisions is intended to reduce paper waste and mailing costs to the issuer. In order for the Company to utilize the Notice-and-Access Provisions to deliver proxy-related materials, the Company must send a notice to Shareholders indicating that the proxy-related materials for the Meeting have been posted electronically on a website that is not SEDAR+ and explaining how a Shareholder can access them or obtain a paper copy of those materials. Upon request, beneficial owners are entitled to delivery of a paper copy of the information circular at the reporting issuer's expense. This Information Circular and other materials related to the Meeting have been posted in full on the Company's Meeting website at https://www.rottenstonegold.com and under the Company's SEDAR+ profile at www.sedarplus.ca.

In order to use the Notice-and-Access Provisions, a reporting issuer must set the record date for the meeting at least 40 days prior to the meeting to ensure there is sufficient time for the materials to be posted on the applicable website and the notice of meeting and form of proxy to be delivered to Shareholders. The requirements for the notice of meeting are that the Company shall provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of this Information Circular, and explain the Notice-and-Access process. The Notice of Meeting, containing this information, has been delivered to Shareholders by the Company, along with the applicable voting document (a form of proxy in the case of registered Shareholders or a voting instruction form in the case of non-registered Shareholders).

The Company will not rely upon the use of 'stratification'. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the information circular to some, but not all, of its Shareholders, along with the notice of meeting. In relation to the Meeting, all Shareholders will receive the documentation required under the Notice-and-Access Provisions and all documents required to vote at the Meeting. No Shareholder will receive a paper copy of this Information Circular from the Company or any intermediary unless such Shareholder specifically requests same.

The Company will be delivering proxy-related materials to NOBOs and OBOs indirectly through the use of intermediaries. The management of the Company does not intend to pay for Intermediaries to OBOs the meeting materials, and that in the case of an OBO, the OBO will not receive the meeting materials unless the OBO's Intermediary assumes the cost of delivery.

Any Shareholder who wishes to receive a paper copy of this Information Circular may contact the Company in writing by mail at: Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9; or by fax at (604) 687-3141.

In order to ensure that a paper copy of this Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review this Information Circular and return a proxy or voting instruction form so that it is received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment of the Meeting, it is strongly suggested that a Shareholder ensure their request is received no later than February 17, 2026. All Shareholders may call toll free at 1-888-787-0888 in order to obtain additional information about the Notice-and-Access Provisions or to obtain a paper copy of this Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Beneficial Shareholders should note that only Proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting.

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 names of the Shareholder's broker or an agent

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings unless the Beneficial Shareholders have waived the right to receive meeting material. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

If you are a Beneficial Shareholder, the form of proxy supplied to you by your broker (or its agent) is similar to the form of Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Communications Solutions Canada ("Broadridge") in the United States and in Canada. Broadridge mails a voting instruction form in lieu of a proxy provided by the Company. The voting instruction form will name the Management Designees to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting. It must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although, as a Beneficial Shareholder, you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or agent of your broker), you may attend at the Meeting as proxyholder for your broker and vote the Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your broker or have a person designated by you to do so, you should enter our own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker (or your broker's agent) in accordance with the instructions provided by your broker (or agent), well in advance of the Meeting.

Alternatively, you may request in writing that your broker send you a legal Proxy which would enable you, or a person designed by you, to attend at the Meeting and vote your Common Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed under "Special Business – Delisting of Common Shares (CSE)" section in this Circular, no director or executive officer of the Company, no person who has held such a position since the beginning of the most recently completed financial year, no proposed nominee for election as a director, and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, in any matter to be acted upon at the Meeting.

In connection with the proposed potential voluntary delisting of the Company's Common Shares from the Canadian Securities Exchange (the "CSE"), Directors, Officers, and Insiders (which includes Control Persons) may be considered to have an interest in the outcome of the Delisting Resolution given their positions with the Company and the potential impact of the Delisting on the Company. Pursuant to CSE policies, and as described under the "Delisting of Common Shares (CSE)" section of this Circular, votes attaching to the 25,197,900 Common Shares held by Directors, Officers, and Insiders of the Company, whether held directly or indirectly, will be excluded from voting on the Delisting Resolution.

Only disinterested Shareholders will be entitled to vote on this resolution.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed January 12, 2026, as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value. As of the Record Date, the Company had 29,986,400 Common Shares outstanding, each carrying the right to one vote. The Company has no other classes of voting securities.

To the knowledge of the directors and executive officers of the Company, only the following Shareholders own, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the outstanding voting rights of the Company.

Shareholder Name	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly (1)(2)	Percentage of Outstanding Shares
CDS & Co.(1)	23,416,400	78.09%(3)
Ryan Kalt (2)	25,197,900	84.03%(3)

Notes:

(1) The holdings represent registered and beneficial ownership, and for the purposes hereof, beneficial ownership is presumed where sole voting and dispositive power is declared without disclaiming ownership.

(2) This information was supplied to the Company from the applicable party as at the Record Date and by way of insider reporting duly disclosed on SEDI (www.sedi.ca), all as available with full details, including direct and indirect holding segmentation, by way of the same.

(3) Numbers may total greater than 100% as reporting Shareholders may hold some and/or all of their position(s) within CDS & Co. designated accounts.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the fiscal years ended December 31, 2024, the reports of the auditor thereon and the related management discussion and analysis will be placed before the Meeting. Additional information may be obtained upon request from the Company at Suite 1890, 1075 West Georgia Street, Vancouver, BC, V6E 3C9, telephone no. (604) 687-2038. These documents and additional information are also available via the Internet at www.sedarplus.ca.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

For greater certainty, the resolution under “Delisting of Common Shares (CSE)” requires approval by a simple majority of the votes cast by disinterested Shareholders present in person or represented by proxy at the Meeting.

Recommendation of the Board

The Board unanimously recommends that Shareholders vote FOR all resolutions.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

ELECTION OF DIRECTORS

Management proposes to fix the number of directors of the Company at three (3) and to nominate the persons listed below for election as directors.

Unless otherwise directed, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the resolution setting the number of directors to be elected at the meeting at three (3) directors.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Articles of the Company, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the proxy as nominee to vote the Common Shares represented by proxy for the election of any other person or persons as directors.

Majority Voting Policy

The Company has not adopted a majority voting policy for the election of directors. In accordance with the Company's articles and the BCBCA, a director is elected if the number of votes cast "for" their election exceeds the number of votes cast "withheld."

The Board has considered implementing a majority voting policy but believes that, given the Company's current size, stage of development, and shareholder base, the existing framework provides adequate accountability. The Board will continue to assess governance best practices, including majority voting, as the Company matures.

Nominees for Election

The following table sets out the names of the management nominees; their positions and offices in the Company; principal occupations; the period of time that they have been directors of the Company; and the number of Common Shares of the Company which each beneficially owns or over which control or direction is exercised:

Nominee Position with the Company and Province/State and Country of Residence	Principal Business or Occupation(1)	Director of the Company Since	Committee Membership	Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised(2)
Ryan Kalt
Canada (SK)
Chairman, CEO and Director	Mr. Kalt has over 25 years of senior company management and corporate governance experience. He is the Chairman of Kalt Industries Ltd. and holds Bachelor of Commerce (Hons.), a Bachelor of Laws (LL.B.), a Master of Laws (LL.M.) and a Master of Business Administration (M.B.A.). Among listed issuers, he is the Chief Executive Officer and a Director of Dixie Gold Inc. (TSXV: DG) and a Director of Red Lake Gold Inc. (CSE:RGLD).	November 19, 2021	Audit	25,197,900

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

Nominee Position with the Company and Province/State and Country of Residence	Principal Business or Occupation(1)	Director of the Company Since	Committee Membership	Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised(2)
Brian Hearst
Canada (AB)
Director	Mr. Hearst is an experienced Chartered Professional Accountant (CPA) and consultant to resource companies. He is presently the Chief Financial Officer and Corporate Secretary of PlasCred Circular Innovations Inc. (CSE:PLAS) and has extensive public company board experience.	February 9, 2023	Audit	-
Antonio Carteri
Canada (SK)
Director	See “Details of A Proposed Director Not Previously Elected by a Shareholder Vote” below.	December 20, 2024	Audit	-

Notes:

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

(2) The number of Common Shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by Endeavor Trust Corporation, the registrar and transfer agent of the Company, insider reports filed on SEDI and/or by way of the nominees themselves.

DETAILS OF A PROPOSED DIRECTOR NOT PREVIOUSLY ELECTED BY A SHAREHOLDER VOTE

Antonio Carteri – Director

Mr. Carteri is a Professional Geoscientist registered in Saskatchewan with over 18 years of experience in resource exploration. He has significant hardrock expertise involving precious and base metals including with companies such as Hudbay Minerals, Claude Resources, Osisko Gold, Goldshore Resources and Dolly Varden Silver. Mr. Carteri holds a Bachelor of Science from the University of Regina.

Unless otherwise directed, if named as proxy, the Management Designees intend to vote the Common Shares represented by any such proxy FOR the election of each of the nominees specified above as directors of the Company for the ensuing year.

To the knowledge of the Company, other than as disclosed below, no proposed director is, or has, within the 10 years before the date of this Information Circular, been a director, chief executive officer or chief financial officer of any company that,

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

A cease trade order was issued against Mena Hydrocarbons Inc. (“Mena”) (TSXV:MNH) in May 2016 for failure to file its audited financial statements and MD&A for the year ended December 31, 2015, while Mr. Brian Hearst was a director and CFO of Mena. The cease trade order is still in effect and Mena is no longer listed on the TSXV.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

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

To the knowledge of the Company, no proposed director of the Company has, within the 10 years before the date of the 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.

To the knowledge of the Company, no proposed director of the Company has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a security regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any 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 that proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

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

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

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"NEO" or "named executive officer" means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of National Instrument 51-102, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officer and Director Compensation

The following table summarizes the compensation paid to the directors and NEOs of the Company for the last two completed financial years:

Table of compensation excluding compensation securities
Name and position	Year Ended December 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Stock Option Grant Value (Non-Cash Black–Scholes)	Total compensation ($)
Ryan Kalt^{(1)}
Chairman, (Director) CEO.	2024	Nil	Nil	Nil	Nil	9,329^{(9)}	9,329
	2023	Nil	Nil	Nil	Nil	18,074^{(8)}	18,074
Brian Hearst^{(2)}
Director	2024	Nil	Nil	Nil	Nil	9,329^{(9)}	9,329
	2023	Nil	Nil	Nil	Nil	10,042^{(8)}	10,042
Nicholas Koo^{(3)}
CFO and Corporate Secretary	2024	35,000	Nil	Nil	Nil	5,599^{(9)}	40,599
	2023	34,500	Nil	Nil	Nil	4,016^{(8)}	38,516
Antonio Carteri^{(4)}
Director	2024	Nil	Nil	Nil	Nil	9,329^{(9)}	9,329
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Jordan Harris^{(5)}
Former CEO	2024	14,000	Nil	Nil	Nil	11,662^{(9)}	25,662
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Christina Kalt^{(6)}
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	10,042^{(8)}	10,042
Eugene A. Hodgson^{(7)}
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	10,042^{(8)}	10,042

Notes:
(1) Mr. Kalt was appointed as a Director (Chairman) of the Company on November 19, 2021, and most recently as CEO of the Company on January 15, 2025.
(2) Mr. Hearst was appointed as a director of the Company on February 9, 2023.
(3) Mr. Koo was appointed as CFO of the Company on February 1, 2022 and as the Corporate Secretary on September 12, 2024.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

(4) Mr. Carteri was appointed as a director of the Company on December 20, 2024.
(5) Mr. Harris was appointed as the CEO of the Company on September 12, 2024 and resigned on January 15, 2025.
(6) Ms. Kalt was appointed as a director of the Company on March 14, 2022 and resigned on December 20, 2024.
(7) Mr. Hodgson was appointed as a director of the Company on June 27, 2023, a position held until December 13, 2023.
(8) The fair value of these stock options granted was determined using the Black-Scholes valuation model and the following inputs: i) exercise price $0.25, ii) stock price $0.125, iii) volatility: 128%, iv) risk-free rate: 3.52%.
(9) The fair value of these stock options granted was determined using the Black-Scholes valuation model and the following inputs: i) exercise price $0.11, ii) stock price $0.105, iii) volatility: 140%, iv) risk-free rate: 3.04%.

Other than as set forth in the foregoing table, the named executive officers and directors have not received, during the most recently completed financial year, compensation pursuant to any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments, any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or any arrangement for the compensation of directors for services as consultants or experts.

Stock Options and Other Compensation Securities

The following table sets forth in all compensation securities granted or issued to each NEO or director by the Company in the fiscal year ending December 31, 2024.

Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Ryan Kalt
Chairman, CEO and Director	Stock Options	100,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
Brian Hearst
Director	Stock Options	100,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
Antonio Carteri
Director	Stock Options	100,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
Nicholas Koo
CFO and Corporate Secretary	Stock Options	60,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
Dong Shim
Controller	Stock Options	60,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
Jordan Harris (1)
Former CEO	Stock Options	125,000	December 23, 2024	0.11	0.105	0.105	December 23, 2029
TOTAL		545,000

Notes:
1. Stock options held by Mr. Harris, the Former CEO, expired on April 15, 2025, pursuant to the terms of the Company's stock option plan.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

Outstanding Compensation Securities

As at December 31, 2024, the following compensation securities were held by each NEO and director of the Company:

Name and Position	Type of Security	Number Held	Exercise Price ($)	Expiry Date
Ryan Kalt	Stock Options	140,000	$0.50	March 15, 2027
Director and CEO	Stock Options	180,000	$0.25	June 27, 2028
	Stock Options	100,000	$0.11	December 23, 2029
Brian Hearst	Stock Options	100,000	$0.25	June 27, 2028
Director		100,000	$0.11	December 23, 2029
Antonio Carteri	Stock Options	100,000	$0.11	December 23, 2029
Director
Nicholas Koo	Stock Options	30,000	$0.50	March 15, 2027
CFO and Corporate	Stock Options	40,000	$0.25	June 27, 2028
Secretary	Stock Options	60,000	$0.11	December 23, 2029

Value on Exercise of Compensation Securities

No compensation securities were exercised by any NEOs or directors of the Company during the fiscal year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

The purpose of the stock option plan (the "Rottenstone Gold Option Plan") is to provide certain directors, officers and key employees of, and certain other persons who provide services to the Company and any subsidiaries with an opportunity to purchase Common Shares of the Company and benefit from any appreciation in the value of the Company's Common Shares. This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Company, thus enhancing the value of the Common Shares for the benefit of all the Shareholders and increasing the ability of the Company and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Company.

The Rottenstone Gold Option Plan provides for a floating maximum limit of 15% of the outstanding Common Shares, as permitted by the policies of the CSE. As at January 12, 2026, this represents 4,497,960 Common Shares available under the Plan, of which 1,155,000 are issued and 3,342,960 are reserved and available for issuance under the Rottenstone Gold Option Plan.

Under the Rottenstone Gold Option Plan, the option price must not be less than the exercise price permitted by the CSE. The current policies of the CSE state that the option price must not be less than the greater of (i) the closing price of the Common Shares listed on the CSE on the day immediately preceding the date of grant, and (ii) the date of grant. Any amendment to the Plan requires the approval of the CSE and may require Shareholder approval.

The material terms of the Rottenstone Gold Option Plan are as follows:

The term of any options granted under the Rottenstone Gold Option Plan will be fixed by the Board at the time such options are granted, provided that options will not be permitted to exceed a term of ten years.
The exercise price of any options granted under the Rottenstone Gold Option Plan will be determined by the Board, in its sole discretion, and shall not be less than the closing market price of the Company's Common Shares immediately preceding the day on which the directors grant such options.
No vesting requirements will apply to options granted under the Rottenstone Gold Option Plan other than as required by CSE policies.
All options will be non-assignable and non-transferable.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

No more than (i) 5% of the issued Common Shares may be granted to any one individual in any 12-month period; (ii) 2% of the issued Common Shares may be granted to any one consultant in any 12-month period; and (iii) 1% of the issued Common Shares may be granted to any one individual conducting investor relation activities, in any 12-month period.
Options will be reclassified in the event of any consolidation, subdivision, conversion or exchange of the Company's Common Shares.

Subject to Shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Rottenstone Gold Option Plan or may terminate the Rottenstone Gold Option Plan at any time.

The decision to grant options is made by the Board as a whole, and a grant is approved by directors' resolutions or at a meeting of the Board. Decisions address vesting, maximum term, number of options, exercise price and method of exercise.

Employment, Consulting, Management and Service Agreements

Other than as disclosed in this Circular, there are no management functions of the Company that are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

Oversight and Description of Named Executive Officer and Director Compensation

The Board is responsible for determining, by way of discussions at board meetings, the compensation to be paid to the executive officers of the Company. The Company at this time does not have a formal compensation program with specific performance goals; however, the performance of each executive is considered along with the Company's ability to pay compensation and its results of operation for the period. The Company does not use a peer group to determine compensation. The Company presently has two NEOs: Ryan Kalt (CEO) and Nicholas Koo (CFO). Mr. Kalt has most recently served as the CEO since January 15, 2025; and Mr. Koo has served as the CFO since February 1, 2022.

The Company's executive compensation is currently comprised of a base fee or salary. Base fees or salaries are intended to provide current compensation and a short-term incentive for the NEO to meet the Company's goals, as well as to remain competitive with the industry. Base fees or salaries are compensation for job responsibilities and reflect the level of skills, expertise and capabilities demonstrated by the NEO.

Compensation is designed to achieve the following key objectives:

(a) to support our overall business strategy and objectives;
(b) to provide market competitive compensation that is substantially performance-based;
(c) to provide incentives that encourage superior corporate performance and retention of highly skilled and talented employees; and
(d) to align executive compensation with corporate performance and therefore Shareholders' interests.

Termination and Change of Control Benefits

The Company has no contract, agreement, plan or arrangement that provides for payments to an NEO or director at, following or in connection with any termination (including resignation, retirement, or constructive dismissal), change in responsibilities, or change of control of the Company.

Pension Plan Benefits

The Company does not have any defined benefit, defined contribution or deferred compensation plans and no NEO or director accrued any benefits thereunder during the most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

No person who is, or at any time during the two most recently completed financial years was, a director or executive officer of the Company, a proposed nominee for election as a director of the Company, or an associate of any of the foregoing individuals, has been indebted to the Company at any time since the commencement of the Company's last completed financial year.

As at the date of this Circular, no director, executive officer, proposed nominee for election as a director of the Company, or any associate of any such person, is or has been indebted to the Company or any of its subsidiaries. There is no indebtedness outstanding, whether routine indebtedness or otherwise.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An "informed person" means: (a) a director, proposed director or executive officer of the Company; (b) a person or company who beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares of the Company carrying more than ten percent of the voting rights attached to the outstanding Common Shares of the Company (an "Insider"); (c) a director or executive officer of an Insider; or (d) an associate or affiliate of any of the foregoing.

Except as disclosed under the heading "Delisting of Common Shares (CSE)" in this Circular, no informed person of the Company, proposed director, or associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction since the beginning of the most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Company, other than an interest arising from the ownership of Common Shares of the Company where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all Shareholders.

AUDIT COMMITTEE DISCLOSURE

National Instrument 52-110 Audit Committees of the CSA ("NI 52-110") requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee (the "Audit Committee") and its relationship with its independent auditors, as set forth in the following.

Audit Committee Charter

The Company has adopted an audit committee charter (the "Charter") of the Audit Committee of the Board which is attached as Schedule "A" to this Circular.

Composition of the Audit Committee

As of the date of this Circular, the following are the members of the Audit Committee:

Audit Committee Members
Ryan Kalt	Not independent	Financially literate
Brian Hearst	Independent	Financially literate
Antonio Carteri	Independent	Financially literate

Relevant Education and Experience

In addition to each member's general business experience, the education and experience of each member that is relevant to the performance of his responsibilities as a member of the Audit Committee is as follows:

Ryan Kalt has over 25 years of senior company management experience, including extensive financial statement proficiency. Mr. Kalt holds a Bachelor of Commerce (Hons.) from Queen's University, a Bachelor of Laws (LL.B.) from the University of Western Ontario, a Master of Laws (LL.M.) from the University of Calgary

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

and a Master of Business Administration (M.B.A.) from the Ivey School of Business at the University of Western Ontario and has served as a director and audit committee member of numerous publicly traded companies.

Brian Hearst is a Chartered Professional Accountant (CPA) with over 30 years of experience in the energy industry, including 15 years as Chief Financial Officer of junior public companies, with both international and domestic operations.

Antonio Carteri is a Professional Geoscientist registered in Saskatchewan with over 18 years of experience in resource exploration. Mr. Carteri holds a Bachelor of Science from the University of Regina.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Charter.

Reliance on Certain Exemptions

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in sections 2.4 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Exemption in Section 6.1 of NI 52-110

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

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-Related Fees" are fees not included in audit fees that are billed by the Auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company's financial statements. "Tax Fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All Other Fees" are fees billed by the Auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Auditor in the last two fiscal years, by category, are as set out in the table below.

Financial Year Ended December 31	Audit Fees ($) (1)	Audit-Related Fees ($) (2)	Tax Fees ($) (3)	All Other Fees ($) (4)
2024	13,159	Nil	Nil	Nil
2023	13,406	Nil	Nil	Nil

Notes:

(1) "Audit fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.

(2) "Audited related fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) "Tax fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning.

(4) "All other fees" include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.

CORPORATE GOVERNANCE

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose the corporate governance practices that they have adopted according to guidance provided pursuant to National Policy 58-201 Corporate Governance Guidelines ("NP 58-201").

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the "CSA") have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by reporting issuers of their corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

The independent members of the Board of Directors of the Company are Antonio Carteri and Brian Hearst. The Chair of the Board, Ryan Kalt is considered non-independent director of the Company within the meaning of applicable securities laws as he holds the positions of CEO and Chairman at the Company within the prior three-year period.

To ensure the Board functions independently of management, a majority of the directors are independent, and independent directors meet in-camera, without management or non-independent directors present, at each regularly scheduled Board meeting.

The Board facilitates its independent supervision over management by choosing individuals who demonstrate a high level of integrity and ability and having strong independent Board member. The independent directors are, however, able to meet at any time without the non-independent director being present. Further supervision is performed through the Audit Committee who may meet with the Company's auditors without management being in attendance.

Directorships

The current directors of the Company and each of the individuals to be nominated for election as a director of the Company at the Meeting may serve as a director or officer of one or more other reporting issuers as at the date of this Notice of Meeting and Circular. However, our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interests which they may have in any of our projects or opportunities. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not we will participate in any project or opportunity, that director will primarily consider the degree of risk to which we may be exposed and our financial position at that time.

To the best of our knowledge, there are no known existing or potential conflicts of interest among us and our promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

The participation of the directors in other reporting issuers as at the date of this Information Circular is as follows:

Name of Director	Names of Other Reporting Issuer(s) of which the Director is a Director
Ryan Kalt	Red Lake Gold Inc.
Dixie Gold Inc.
Brian Hearst	Jade Capital Corp.
Red Lake Gold Inc.
Dixie Gold Inc.
Antonio Carteri	None

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's operations and on director responsibilities.

Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussions with all Board members.

The Board does not provide any continuing education but does encourage directors to individually and as a group keep themselves informed on changing corporate governance and legal issues. Directors are individually responsible for updating their skills as required to meet their obligations as directors. In addition, the Board undertakes strategic planning sessions with management.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law of Canada and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Board Mandate

The Board is responsible for supervising the management of the business and affairs of the Company, including strategic planning, risk identification and management, succession planning, and shareholder communications. The Board discharges its responsibilities directly and through its committees.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

Compensation

The Board is not compensated for acting as directors, except for being granted incentive stock options pursuant to the policies of the CSE and the Rottenstone Gold Option Plan. The Board acts as a whole to determine and approve the final stock grants and compensation amounts.

Other Board Committees

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

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees. The Board is currently responsible for assessing its own effectiveness, the effectiveness of individual directors and the effectiveness of the Audit Committee.

The Audit Committee provides an open avenue of communication between management, the Company's independent auditors and the Board and to assist the Board in its oversight of:

(a) the integrity, adequacy and timeliness of the Company's financial reporting and disclosure practices;
(b) the Company's compliance with legal and regulatory requirements related to financial reporting; and
(c) the independence and performance of the Company's independent auditors.

The Audit Committee also performs any other activities consistent with the Audit Committee Charter, the Company's Articles and governing laws as the Audit Committee or Board deems necessary or appropriate. See "Audit Committee Disclosure".

APPOINTMENT OF AUDITOR

Shareholders are being asked to approve an ordinary resolution appointing Adam Sung Kim Ltd., Chartered Professional Accountants, as auditor of the Company to hold office until the close of the next annual general meeting of the Shareholders, at a remuneration to be fixed by the Board. In order to be effective, the ordinary resolution requires the approval of the majority of the votes cast at the Meeting in respect of the resolution.

Management recommends that Shareholders vote for the approval of the re-appointment of Adam Sung Kim Ltd., Chartered Professional Accountants, as the auditor for the Company for the ensuing year at a remuneration to be fixed by the Board. Unless otherwise directed, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy FOR the appointment of Adam Sung Kim Ltd., Chartered Professional Accountants as auditors of the Company at remuneration to be fixed by the Board.

MANAGEMENT CONTRACTS

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

SPECIAL BUSINESS

In addition to the ordinary business of the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the following matter of special business. The following matter is considered "special business" under applicable corporate law and securities regulations and requires separate Shareholder approval as set out below.

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

DELISTING OF COMMON SHARES (CSE)

The Company's common shares are presently listed on the CSE. Maintaining this listing requires ongoing compliance with the CSE's continued listing requirements and entails significant costs, including, without limitation, monthly sustaining fees. The Company additionally incurs various third-party expenses incurred with and around reporting obligations that arise as a result of being publicly listed, as well as material constraints imposed by the CSE through its policies, both prescribed and discretionary, on the ability of the Company to manage its affairs, pursue certain business opportunities and/or raise capital outside prescribed CSE parameters and pricing bands. Depending upon its share price, the Company may not be able to raise capital at traded market prices to pursue various opportunities given minimum prescribed levels for certain activities, which may worsen its outlook as a going concern. Moreover, the policies of the CSE may limit the ability of the Company to pursue business opportunities due to the ability of the CSE to impose policies on behalf of its for-profit entity that may vary and/or may be contrary to the interests and/or votes of the Company's shareholders and/or may materially increase the expenses associated with such business opportunities through the CSE's imposition of significant exchange fees (including, as example, relisting and/or requalification fees charged by the CSE under certain circumstances where the Company varies its operations and/or pursues differing lines of business). Under present circumstances, the Company believes that its public listing may be escalating its cost of capital, increasing its operating expenses and limiting corporate opportunities, all of which are viewed as detrimental against the benefits it (and shareholders) may currently derive from such a public listing, including when assessed on a cost-to-benefit basis.

Separately, algorithmic trading in junior small-cap securities, including, for example, downticks and alt-exchange trades at present-day levels, may also present disadvantages for shareholders that are different than historic levels at the time of the Company's original listing.

Given prolonged conditions of low market liquidity for its CSE-listed security, modest capitalization levels ascribed on the CSE to the Company as a public entity by arm's-length investors and the Company's ongoing effort to maximize its working capital, the Board has determined that it is prudent to seek Shareholder approval to permit the Board, in its discretion, to voluntarily delist the Company's Common Shares from the CSE (a "Delisting") at any time within twelve (12) months of such approval, should the Board determine, at some future point in time, that doing so is in the best interests of the Company and its Shareholders.

In considering this potential course of action, the Board takes into consideration factors such as:

public market interest and valuations for junior exploration companies having early-stage exploration projects, including without limitation as traded on the CSE;
the Company's current limited financial position, including its need for additional working capital to remain a going concern and the scale of CSE fees, which have increased over time, relative to that financial position;
the modest liquidity and CSE-market ascribed trading value of the Company's publicly listed shares;
recurring and transaction-specific costs incurred to be public on the CSE relative to the Company's traded market capitalization (under which funding for such costs must be incurred against);
the Company's desire to have an ability to prioritize working capital, where available, for purposes other than direct regulatory and/or CSE fees;
the indirect costs and restrictions associated with maintaining a public listing, including exchange-imposed limitations on its structure, terms of financings and limitations on potential business opportunities that the CSE may unilaterally deem to be a change of business (whether in the mining industry or elsewise); and

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

the strategic flexibility that delisting may provide the Company as/if it evaluates new business opportunities intended to attract market interest and/or capital, and, if so, to achieve a reduction in the cost to pursue such business opportunities by way of reduced and/or eliminated CSE fees.

The Board reviews such above factors, without limitation, in making a determination, including any changes that would vary its views, positively or negatively, as to the justification and/or merit of a public listing for the Company.

Effect of Approval

Approval of the Delisting Resolution (as defined below) would authorize, but not obligate, the Board to proceed with the Delisting at any time within twelve (12) months following the Meeting.

The Board retains full discretion NOT to pursue a Delisting if it determines that maintaining a CSE listing best serves the interests of the Company and its shareholders.

Approval of the Delisting Resolution (below defined) would also not preclude the Company, generally, from seeking to otherwise later obtain a public listing elsewhere, including, without limitation, on a different exchange either in Canada or internationally.

Impact of a Delisting on Shareholders

If Delisting is approved and then effected, there would no longer be an organized, regulated market for trading in the Company's Common Shares. As a result, Shareholders may experience reduced liquidity, limited access to buyers and sellers, and reduced transparency with respect to trading prices.

Notwithstanding any Delisting, the Company would remain a reporting issuer under applicable Canadian securities laws and will continue to meet all associated disclosure obligations and applicable laws.

No Dissent Rights

Shareholders do not have any right under the BCBCA or otherwise to dissent to the resolutions approving the Delisting.

Shareholder Approval

Pursuant to CSE policies, voluntary delisting requires the approval of a simple majority of votes cast by disinterested Shareholders at the Meeting (the "Delisting Resolution"). Votes attached to Common Shares held by Directors, Officers, and Insiders (including Control Person(s)) of the Company (as those former terms are defined by securities regulations)), calculated by the Company to represent 25,197,900 Common Shares as at the Record Date, will be excluded from the vote involving the Delisting Resolution.

The determination of the Delisting Resolution is placed before shareholders to consider, without any Officers, Directors or Insiders receiving a vote on said resolution.

Only disinterested Shareholders will be entitled to vote on the Delisting Resolution.

"BE IT RESOLVED, as an ordinary resolution of the disinterested shareholders of the Company, that:

(1) the Board of Directors of the Company is authorized, in its discretion, to voluntarily delist the Company's common shares from the Canadian Securities Exchange at any time within twelve (12) months of the date of this resolution;

(2) any one director or officer of the Company is hereby authorized and directed to execute and deliver all documents and to take all other steps as may be necessary or desirable to give effect to this resolution."

Board Recommendation

For the reasons discussed above in this Information Circular, the Board unanimously recommends that disinterested Shareholders vote FOR the Delisting Resolution. Unless otherwise instructed, the persons named

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

in the enclosed proxy or voting instruction form intend to vote in favour of the Delisting Resolution (to the extent of their proxy role).

OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person(s) voting the Common Shares represented by the Proxy.

Additional Information

Additional information relating to the Company is available through the Company's profile on the SEDAR+ website at www.sedarplus.ca. Shareholders may contact the Company at (604) 687-2038 to request copies of the Company's financial statements and/or MD&A.

Financial information on the Company is provided in the Company's audited and comparative financial statements and management discussion and analysis for the most recently completed financial year ended December 31, 2024, which are filed on the SEDAR+ website at www.sedarplus.ca.

[ Balance of page is intentionally blank. ]

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

APPROVAL AND CERTIFICATION

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

Where information contained in this Information Circular rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

Dated at Vancouver, British Columbia, this 12th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Nicholas Koo"

Nicholas Koo

Chief Financial Officer

Rottenstone Gold Inc. - Information Circular for Annual General and Special Shareholder's Meeting (February 2026)

Schedule "A"

Audit Committee Charter

SCHEDULE “A”

ROTTENSTONE GOLD INC.
(the "Company")

AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") is a committee of the board of directors (the "Board") of the Company. The role of the Committee is to provide oversight of the Company's financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Company's external auditor is ultimately accountable to the Board and the Committee as representatives of the Company's shareholders. The full text of the Committee charter appears below:

Mandate and Purpose of the Committee

The Audit Committee (the "Committee") of the board of directors (the "Board") of Rottenstone Gold Inc. (the "Company") is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Company's financial statements;
(b) the Company's compliance with legal and regulatory requirements, as they relate to the Company's financial statements;
(c) the qualifications, independence and performance of the Company's auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Company's internal audit function;
(f) consideration and approval of certain related party transactions; and
(g) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

Authority

The Committee has the authority to:

(a) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and
(b) communicate directly with the Company's auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

Composition and Expertise

The Committee shall be composed of a minimum of three members, each of whom is a director of the Company. The majority of the Committee's members must not be officers or employees of the Company or an affiliate of the Company.

Committee members shall be appointed annually by the Board at the first meeting of the Board following each annual meeting of shareholders. Committee members hold office until the next annual meeting of shareholders or until they are removed by the Board or cease to be directors of the Company.

The Board shall appoint one member of the Committee to act as Chairman of the Committee. If the Chairman of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

4. Meetings

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least four times per year and as many additional times as the Committee deems necessary to carry out its duties. The Chairman shall develop and set the Committee's agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 72 hours (excluding holidays) prior to the time fixed for such meeting. The Company's auditor shall be given notice of every meeting of the Committee and, at the expense of the Company, shall be entitled to attend and be heard thereat. If requested by a member of the Committee, the Company's auditor shall attend every meeting of the Committee held during the term of office of the Company's auditor.

A majority of the Committee who are not officers or employees of the Company or an affiliate of the Company shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. Business may also be transacted by the unanimous written consent resolutions of the members of the Committee, which when so approved shall be deemed to be resolutions passed at a duly called and constituted meeting of the Committee.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate.

The Committee shall appoint a Secretary who need not be a director or officer of the Company. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the Canadian Securities Exchange and shall recommend changes to the Board thereon.

6. Reporting to the Board

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

7. Duties and Responsibilities

(a) Financial Reporting

The Committee is responsible for reviewing and recommending approval to the Board of the Company's annual and interim financial statements, any auditor's report thereon, MD&A and related news releases, before they are published.

The Committee is also responsible for:

(i) being satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in the preceding paragraph, and for periodically assessing the adequacy of those procedures;

(ii) engaging the Company's auditor to perform a review of the interim financial statements and receiving from the Company's auditor a formal report on the auditor's review of such interim financial statements;

(iii) discussing with management and the Company's auditor the quality of applicable accounting principles and financial reporting standards, not just the acceptability of thereof;

(iv) discussing with management any significant variances between comparative reporting periods; and

(v) in the course of discussion with management and the Company's auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved.

(b) Auditor

The Committee is responsible for recommending to the Board:

(i) the auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and

(ii) the compensation of the Company's auditor.

The Company's auditor reports directly to the Committee. The Committee is directly responsible for overseeing the work of the Company's auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Company's auditor regarding financial reporting.

(c) Relationship with the Auditor

The Committee is responsible for reviewing the proposed audit plan and proposed audit fees. The Committee is also responsible for:

(i) establishing effective communication processes with management and the Company's auditor so that it can objectively monitor the quality and effectiveness of the auditor's relationship with management and the Committee;

(ii) receiving and reviewing regular feedback from the auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditor's final report;

(iii) reviewing, at least annually, a report from the auditor on all relationships and engagements for non-audit services that may be reasonably thought to bear on the independence of the auditor; and

(iv) meeting in camera with the auditor whenever the Committee deems it appropriate.

(d) Accounting Policies

The Committee is responsible for:

(i) reviewing the Company's accounting policy note to ensure completeness and acceptability with applicable accounting principles and financial reporting standards as part of the approval of the financial statements;

(ii) discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;

(iii) reviewing with management and the auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;

(iv) discussing with management and the auditor the acceptability, degree of aggressiveness/conservatism and quality of underlying accounting policies and key estimates and judgments; and
(v) discussing with management and the auditor the clarity and completeness of the Company's financial disclosures.

(e) Risk and Uncertainty

The Committee is responsible for reviewing, as part of its approval of the financial statements:

(i) uncertainty notes and disclosures; and
(ii) MD&A disclosures.

The Committee, in consultation with management, will identify the principal business risks and decide on the Company's "appetite" for risk. The Committee is responsible for reviewing related risk management policies and recommending such policies for approval by the Board. The Committee is then responsible for communicating and assigning to the applicable Board committee such policies for implementation and ongoing monitoring.

The Committee is responsible for requesting the auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are managed or controlled.

(f) Controls and Control Deviations

The Committee is responsible for reviewing:

(i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(ii) major points contained in the auditor's management letter resulting from control evaluation and testing.

The Committee is also responsible for receiving reports from management when significant control deviations occur.

(g) Compliance with Laws and Regulations

The Committee is responsible for reviewing regular reports from management and others (e.g. auditors) concerning the Company's compliance with financial related laws and regulations, such as:

(i) tax and financial reporting laws and regulations;
(ii) legal withholdings requirements;
(iii) environmental protection laws; and
(iv) other matters for which directors face liability exposure.

(h) Compliance with Laws and Regulations

All transactions between the Company and a related party (each a "related party transaction"), other than transactions entered into in the ordinary course of business, shall be presented to the Committee for consideration.

The term "related party" includes (i) all directors, officers, employees, consultants and their associates (as that term is defined in the Securities Act (British Columbia), as well as all entities with common directors, officers, employees and consultants (each "general related parties"), and (ii) all other individuals and entities having beneficial ownership of, or control or direction over, directly or indirectly securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding voting securities (each "10% shareholders").

Related party transactions involving general related parties which are not material to the Company require review and approval by the Committee. Related party transactions that are material to the Company or that

involve 10% shareholders require approval by the Board, following review thereof by the Committee and the Committee providing its recommendation thereon to the Board

8. Non-Audit Services

All non-audit services to be provided to the Company or its subsidiary entities by the Company's auditor must be pre-approved by the Committee.

9. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee is responsible for reviewing complaints and concerns that are brought to the attention of the Chairman of the Audit Committee and for ensuring that any such complaints and concerns are appropriately addressed. The Committee shall report quarterly to the Board on the status of any complaints or concerns received by the Committee.

10. Procedure For Reporting Of Fraud Or Control Weaknesses

Each employee is expected to report situations in which he or she suspects fraud or is aware of any internal control weaknesses. An employee should treat suspected fraud seriously, and ensure that the situation is brought to the attention of the Committee. In addition, weaknesses in the internal control procedures of the Company that may result in errors or omissions in financial information, or that create a risk of potential fraud or loss of the Company's assets, should be brought to the attention of both management and the Committee.

To facilitate the reporting of suspected fraud, it is the policy of Company that the employee (the "whistleblower") has anonymous and direct access to the Chairman of the Audit Committee. Should a new Chairman be appointed prior to the updating of this document, the current Chairman will ensure that the whistleblower is able to reach the new Chairman in a timely manner. In the event that the Chairman of the Audit Committee cannot be reached, the whistleblower should contact the Chairman of the Board.

In addition, it is the policy of the Company that employees concerned about reporting internal control weaknesses directly to management are able to report such weaknesses to the Committee anonymously. In this case, the employee should follow the same procedure detailed above for reporting suspected fraud.

11. Hiring Policies

The Committee is responsible for reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Company.

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Rottenstone Gold Inc. — Proxy Solicitation & Information Statement 2026

47902_rns_2026-01-27_705b59fd-c502-4d73-8eb8-0b2943aa95a0.pdf

ROTTENSTONE GOLD INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

ROTTENSTONE GOLD INC.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Date of Information Circular

GENERAL PROXY INFORMATION

Revocability of Proxies

Appointment of Proxyholders

Exercise of Discretion

Proxy Voting Options

Notice-and-Access

Advice to Beneficial Holders of Common Shares

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Notes:

FINANCIAL STATEMENTS

VOTES NECESSARY TO PASS RESOLUTIONS

Recommendation of the Board

ELECTION OF DIRECTORS

Majority Voting Policy

Nominees for Election

DETAILS OF A PROPOSED DIRECTOR NOT PREVIOUSLY ELECTED BY A SHAREHOLDER VOTE

Antonio Carteri – Director

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

Named Executive Officer and Director Compensation

Stock Options and Other Compensation Securities

Outstanding Compensation Securities

Value on Exercise of Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting, Management and Service Agreements

Oversight and Description of Named Executive Officer and Director Compensation

Termination and Change of Control Benefits

Pension Plan Benefits

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

Reliance on Certain Exemptions

Exemption in Section 6.1 of NI 52-110

External Auditor Service Fees

Notes:

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board Mandate

Compensation

Other Board Committees

Assessments

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

SPECIAL BUSINESS

DELISTING OF COMMON SHARES (CSE)

Effect of Approval

Impact of a Delisting on Shareholders

No Dissent Rights

Shareholder Approval

Board Recommendation

OTHER MATTERS

Additional Information

APPROVAL AND CERTIFICATION

BY ORDER OF THE BOARD OF DIRECTORS

4. Meetings

5. Committee and Charter Review

6. Reporting to the Board

7. Duties and Responsibilities

(a) Financial Reporting

(b) Auditor

(c) Relationship with the Auditor

Rottenstone Gold Inc. Proxy Solicitation & Information Statement 2026