Selkirk Copper Mines Inc. — Proxy Solicitation & Information Statement 2024

Nov 1, 2024

INFORMATION CIRCULAR

(Containing Information as at October 24, 2024, unless otherwise stated)

For the Annual General and Special Meeting to be held on Thursday, November 28, 2024

The date of this Information Circular is October 24, 2024. This Information Circular accompanies the Notice of Annual General and Special Meeting (the “ Notice ”) and is furnished to shareholders (each, a “ Shareholder ”) holding common shares (each, a “ Share ”) in the capital of Venerable Ventures Ltd. (the “ Company ”) in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General and Special Meeting (the “ Meeting ”) of the Shareholders to be held at 10:00 a.m. (Vancouver time) on Thursday, November 28, 2024 at Suite 3123 – 595 Burrard Street, Vancouver, BC, or at any adjournment or postponement thereof. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of Proxy are Directors and/or Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, OR BY TOLL FREE FAX 1.866.249.7775 WITHIN NORTH AMERICA, AND OUTSIDE NORTH AMERICA AT (416) 263-9524. PROXIES MUST BE RECEIVED NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF, OR IF THE MEETING IS ADJOURNED OR POSTPONED, NO LATER THAN 48 HOURS PRECEDING THE TIME OF SUCH ADJOURNED OR POSTPONED MEETING (EXCLUDING SATURDAYS, SUNDAYS AND CIVIC HOLIDAYS IN THE CITY OF VANCOUVER, BRITISH COLUMBIA). LATE PROXIES MAY BE ACCEPTED OR REJECTED BY THE CHAIRMAN OF THE MEETING AT HIS DISCRETION, AND THE CHAIRMAN IS UNDER NO OBLIGATION TO ACCEPT OR REJECT ANY PARTICULAR LATE PROXY.

The Instrument of Proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such

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amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a Special Resolution, in which case a majority of not less than two thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

Voting by Registered Shareholders

If you are a Registered Shareholder you may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc. (the “ Transfer Agent ”), Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, in accordance with the instructions on the Proxy.

You may also vote by telephone or via the Internet. To vote by telephone, in Canada and the United States only, call 1-866732- 8683 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting instructions on the screen.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Advice To Beneficial Shareholders

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. Shareholders who do not hold their common shares in their own name (referred to in this information circular as “ 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 name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker 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 shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting common shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and

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indirectly vote their common shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their common shares as a proxyholder.

The Company will not pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing ownership information about themselves to the Company. Accordingly, OBOs will not receive the materials unless their intermediary assumes the costs of delivery.

The Company is not relying on the “notice-and-access” delivery procedures outlined in National Instrument 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

Financial Statements

The audited financial statements of the Company for the financial years ended March 31, 2023 and March 31, 2024 (the “ Financial Statements ”), together with the Auditor’s Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor’s Report thereon together with related Management’s Discussion and Analysis for the financial years ended March 31, 2023 and March 31, 2024 are available on SEDAR+ at www.sedarplus.ca. The Notice of Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements and form of Proxy will be available from the Company’s Registrar and Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or from the Company’s head office located at Suite 3123, 595 Burrard Street, PO Box 49139, Bentall Three, Vancouver, British Columbia, V7X 1J1.

Request For Financial Statements

National Instrument 51-102 “Continuous Disclosure Obligations” sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered shareholders must also provide written instructions in order to receive the Financial Statements.

Quorum

Under the Company’s articles, the quorum for the transaction of business at the Meeting consists of two (2) persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The authorized capital of the Company consists of an unlimited number of common shares (“ Shares ”) without par value, and an unlimited number of preferred shares without par value. As of the date of this Circular, there were 17,918,969 Shares issued and outstanding. Each Share held as of the Record Date is entitled to one vote. The Shares are listed for trading on the TSX Venture Exchange (“ TSX-V ”) under the symbol VLV.

To the knowledge of the directors and executive officers of the Company, as at the date of the Information Circular, there are no beneficial owners or persons exercising control or direction over the Company carrying more than 10% of the outstanding voting rights other than:

voting rights other than:
**Name of Shareholder **	Number of Shares	Percentage of Issued and Outstanding Shares
RobertMcLeod	2,600,000	14.51%
RyanWeymark	2,150,000(1)	12.00%

Note:

(1) 2,000,000 of these shares are held through Weymark Consulting Ltd., a company owned and controlled by Ryan Weymark. The remaining 150,000 shares are held personally by Ryan Weymark.

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PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

Pursuant to the provisions of the Business Corporations Act (British Columbia) and the Company’s Articles, the Company will submit to the Shareholders at the Meeting the financial statements of the Company for the financial years ended March 31, 2023 and March 31, 2024, and the auditors’ reports thereon, but no vote by the Shareholders with respect thereto is required or proposed to be taken. The Board, upon the recommendation of the Audit Committee of the Company, approved the financial statements prior to their disclosure on SEDAR+.

2. Number of Directors

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at five (5). An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.

Management recommends to vote FOR the approval of setting the number of directors of the Company at five (5).

3. Election of Directors

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees. Management does not contemplate that any of these nominees will be unable to serve as a director.

Each director elected will hold office until our next annual general meeting or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or with the provisions of the Business Corporations Act (British Columbia) (“ Business Corporations Act ”).

At the Meeting, we will ask shareholders to vote for the election of the five nominees proposed by us as directors. Each holder of Common Shares will be entitled to cast their votes for or withhold their votes from the election of each director.

Nominees

The following provides information on the five nominees proposed for election as directors and the Province in which each is ordinarily resident and the period during which each has served as a director.

The table below details the principal occupation of each nominee during the last five years. In addition, the table details the nominees’ current equity ownership consisting of common shares beneficially owned, directly or indirectly, or controlled or directed as at October 24, 2024.

The Company’s Board of Directors recommends a vote “FOR” the appointment of each of the following nominees as Directors. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intend to vote FOR the election of the directors set out in the following table.

			Number of Shares
			Beneficially
Name and Province/		Periods During	Owned, or
Country of	Principal Occupation,	Which Nominee	Controlled or
Residence and	Business or Employment	has Served as a	Directed, Directly
PresentOffice Held	for Last Five Years	Director	or Indirectly(1)
Alan MacDonald Toronto, ON CEO, Director	Chief Executive Officer and Director at Venerable Ventures Ltd., Chief Executive Officer and Director at Green Arrow Resources, Inc., and Chief Financial officer and Director of Milner Consolidated Silver Mines Ltd. He has been a financial Consultant for severalyearsforbothpublic and private companies.	March 28, 2017	NIL

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			Number of Shares
			Beneficially
Name and Province/		Periods During	Owned, or
Country of	Principal Occupation,	Which Nominee	Controlled or
Residence and	Business or Employment	has Served as a	Directed, Directly
PresentOffice Held	for Last Five Years	Director	or Indirectly(1)
Marilyn Miller(2) Vancouver, BC CFO, Director	Chief Financial Officer of Venerable Ventures Ltd. President and Chief Executive Officer and Director of La Imperial Resources Inc. Chief Executive Officer and Director of Mega Copper Ltd., Chief Executive Officer and Director of Milner Consolidated Silver Mines Ltd., and Chief Financial Officer of Green Arrow Resources Inc. She is a Businessperson who has been a Consultant for several public and private companies. She holds a diploma from Gemological Institute of America, Inc.	August 21, 2017	NIL
David Tupper(2) Vancouver, BC Director	Mr. Tupper provides consulting services and has over 32 years of mineral exploration experience, which includes managing the identification, acquisition and execution of numerous high quality, early stage to large- scale drill exploration projects. He has experience exploring for base metals, uranium, gold, and coal in a wide variety of geological settings in North, Central and South America, as well as Asia. David is a Qualified Person under National Instrument 43-101.	December 20, 2016	NIL
Glen Dickson(2) North Vancouver, BC Director	Mr. Dickson is a Director of Freegold Ventures. He served as Chairman of the Board and Chief Executive Officer of Gold-ore Resources Ltd. (2002-2012) when the Company was acquired by Elgin Mining Ltd. In 2010, Mr. Dickson became President and CEO of Meliadine Gold Ltd. a private resource company with mineral holdingsinNunavut.	October 28, 2020	67,500(3)
Alexander G. Morrison Colorado, USA	Chartered Professional Accountant and Mining Executive and Director.	Not currently a director	400,000(3)

Notes:

• (1) The information as to the number of common shares beneficially owned, not being within the knowledge of the Company, has been furnished by the respective director. These figures do not include any securities that are convertible into or exercisable for common shares.

• (2) Member of the Audit Committee.

(3) On May 31, 2024, the Company completed a consolidation of the Company’s issued and outstanding shares on the basis of one post-consolidated share for every two pre-consolidated shares. The number of common shares has been adjusted to reflect the consolidation.

Corporate Cease Trade Orders or Bankruptcies

To the best of management’s knowledge, no proposed director of the Company is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

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

• (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of

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more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

To the best of management’s knowledge, no proposed director of the Company is, or within ten (10) years before the date of this Information Circular, has been, a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 or made a proposal under any legislation relating to bankruptcies or insolvency, other than as follows:

On November 19, 2015 while Mr. Dickson was a director, Atna Resources Ltd (“ Atna ”) announced that Atna and certain of its direct and indirect subsidiaries had filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Colorado. Atna also sought ancillary relief in Canada pursuant to the Companies Creditors Arrangement Act in the Supreme Court of British Columbia. Atna was delisted from the Toronto Stock Exchange on December 31, 2015 and Mr. Dickson resigned as a director on April 2, 2016.

Penalties and Sanctions

To the best of management’s knowledge, no proposed director of the Company has been subject to, after March 31, 2016: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

4. Appointment of Auditor and Remuneration of Auditor

At the Meeting, Shareholders will be asked to pass an ordinary resolution to re-appoint Harbourside CPA LLP, Chartered Professional Accountants as auditors of the Company and to authorize the Board to fix the remuneration to be paid to Harbourside CPA LLP, Chartered Professional Accountants. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Harbourside CPA LLP, Chartered Professional Accountant have been the Company’s auditors since July 14, 2021.

Management recommends that Shareholders vote FOR the re-appointment of Harbourside CPA LLP, Chartered Professional Accountants as the Company’s auditors, and the authorizing the Board to fix the remuneration paid to the auditors.

5. Re-Approval of Stock Option Plan

The Company has in place a Stock Option Plan which was approved by the Company’s shareholders at the Company’s annual general meeting held on March 1, 2023, pursuant to which its directors, officers, employees, consultants and eligible charitable organizations may be granted options to acquire common shares of the Company. A maximum of 10% of the issued common shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of options.

Under the policies of the Exchange, a rolling stock option plan, such as the Company’s, must be approved by Shareholders on a yearly basis.

Accordingly, at the Meeting, Shareholders will be asked to pass an Ordinary Resolution re-approving the Company’s Stock Option Plan. A summary of the material provisions of the Stock Option Plan are as follows:

Details of the Stock Option Plan are as follows:

• (a) the Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, Common Shares of the Company equal to up to a maximum of 10% of the issued Common Shares of the Company at the time of any stock option grant;

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• (b) under the New Policy, an optionee must either be an Eligible Charitable Organization or a bona fide Director, Officer, Employee, Consultant or Management Company Employee of the Company at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;

• (c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period under this Stock Option Plan and any other Security Based Compensation must not exceed 5% of the issued Common Shares of the Company calculated on the date an option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);

• (d) the aggregate number of options granted to any one Consultant in a 12 month period under this Stock Option Plan and any other Security Based Compensation must not exceed 2% of the issued Common Shares of the Company, calculated at the date an option is granted to the Consultant;

• (e) the aggregate number of options granted to all Investor Relations Service Providers must not exceed 2% of the issued shares of the Company in any 12 month period, calculated at the date an option is granted to any such Person;

• (f) if the Common Shares are listed for trading on the Exchange, then, notwithstanding anything in the Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the Stock Option Plan and under any other Security Based Compensation, must not exceed 10% of the outstanding Shares at any point in time, unless the Company has obtained the requisite Disinterested Shareholder Approval;

• (g) if the Common Shares are listed for trading on the Exchange then, notwithstanding anything in the Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the plan and under any other Security Based Compensation in any 12 month period shall not exceed 10% of the outstanding Shares at the time of the grant, unless the Company has obtained the requisite Disinterested Shareholder Approval;

• (h) options issued to Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;

• (i) the minimum exercise price per Common Share of a stock option must not be less than the Market Price of the Common Shares of the Company;

• (j) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a “blackout period” (see (o) below);

• (k) stock options (other than options held by Investor Relations Service Providers) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a “reasonable period” not exceeding 12 months after the optionee ceases to serve in such capacity, as determined by the Board. Stock options granted to Investor Relations Service Providers will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a “reasonable period” after the optionee ceases to serve in such capacity, as determined by the Board;

• (l) all options are non-assignable and non-transferable;

• (m) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option, or the extension of the term of a stock option, if the optionee is an Insider of the Company at the time of the proposed amendment;

• (n) the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option, subject to prior acceptance of the TSX Venture Exchange, in the event of an

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amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization, other than in connection with a share consolidation or split;

• (o) upon the occurrence of an Accelerated Vesting Event (as defined in the Stock Option Plan), the Board will have the power, at its sole discretion and subject to the prior acceptance of the Exchange, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;

• (p) in connection with the exercise of an option, as a condition to such exercise the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and

• (q) a stock option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Company prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant to its internal trading policies; and (ii) must expire following the general disclosure of undisclosed Material Information; (b) the automatic extension of an optionee’s stock option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company’s securities; and (d) the automatic extension is available to all Eligible Persons under the same terms and conditions.

“Consultant”, “Director”, “Disinterested Shareholder Approval”, “Eligible Charitable Organization”, “Employee”, “Investor Relations Activities”, “Investor Relations Service Provider”, “Management Company Employee”, “Market Price”, “Material Information”, “Person”, “Securities Laws” and “Security Based Compensation” all have the same definition as in the policies of the Exchange.

Pursuant to the Board’s authority to govern the implementation and administration of the Stock Option Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Stock Option Plan.

A copy of the Stock Option Plan is available on request from the Company and a copy will be available for viewing at the Meeting.

The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting or in person or by proxy must be voted in favour of the resolution. Management recommends and, unless otherwise directed, the persons named in the enclosed Proxy intend to vote FOR such resolution:

“BE IT RESOLVED THAT the Company’s Stock Option Plan be and is hereby ratified, confirmed and re-approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable.”

Unless contrary instructions are indicated on the instrument of proxy or the voting information form, the Management Proxyholders intend to vote FOR the Stock Option Plan Resolution.

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6. Other Business

While management of the Company is not aware of any business other than that mentioned in the Notice of Meeting to be brought before the Meeting for action by the shareholders, it is intended that the proxies hereby solicited will be exercised upon any other matter or proposal that may properly come before the Meeting, or any adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this Statement of Executive Compensation:

“ Chief Executive Officer” or “ CEO ” of the Company 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;

“ Chief Financial Officer ” or “ CFO ” of the Company 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;

“ closing market price ” means the price at which the Company’s security was last sold, on the applicable date,

• (a) in the security’s principal marketplace in Canada, or

• (b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;

“ Company ” means Venerable Ventures Ltd.;

“ company ” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“ equity incentive plan ” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS2 Share-based Payment ;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“ grant date ” means a date determined for financial statement reporting purposes under IFRS2 Share-based Payment ;

“ incentive plan ” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“ incentive plan award ” means compensation awarded, earned, paid, or payable under an incentive plan;

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

• (a) a CEO;

• (b) a CFO;

• (c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, 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 or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

“ NI 52-107 ” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ;

“ non-equity incentive plan ” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“ 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;

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“ 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 optionlike features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis

In accordance with the provisions of applicable securities legislation, the Company had two (2) “Named Executive Officers” during the financial years ended March 31, 2024 and 2023, namely Marilyn Miller, CFO, and Alan MacDonald, CEO. Ms. Miller was appointed as CFO on August 17, 2017 and Mr. MacDonald was appointed as CEO on August 17, 2017.

The Company’s process for determining executive compensation is very simple. In particular, the Company relies solely on board discussion without any formal objectives, criteria and analysis.

Through its executive compensation practices, the Company seeks to provide value to its Shareholders through a strong executive leadership. Specifically, the Company’s executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company’s strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company’s success, and align the interests of the Company’s executives and Shareholders by motivating executives to increase Shareholder value.

The Company does not currently pay any base salary compensation to its NEOs for their services in their capacity as NEOs. Compensation to NEOs currently consists solely of the granting of stock options. In determining executive compensation, the Company relies solely on the experience and knowledge of the Board of Directors of the Company (the “ Board ”) in terms of appropriate compensation for executive officers with similar abilities and experience.

The Board has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board do not believe that the Company’s compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Stock Option Plans and Other Incentive Plans

The Company has in effect a stock option plan (the “ Stock Option Plan ”) in order to provide effective incentives to directors, officers, and senior management personnel and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. See “PARTICULARS OF MATTERS TO BE ACTED UPON — Re-Approval of Stock Option Plan” for a full description of the Stock Option Plan.

Use of Financial Instruments

The Company does not have a policy that would prohibit an NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

Named Executive Officers Compensation

The following table sets out certain information respecting the compensation paid to the NEOs of the Company during the financial years ended March 31, 2024, 2023, 2022 and 2021. These individuals are referred to collectively as " Named Executive Officers " or " NEOs ".

In accordance with the provisions of applicable securities legislation, the Company had two (2) Named Executive Officers, namely Alan MacDonald and Marilyn Miller during the financial years ended March 31, 2024, 2023, 2022 and 2021.

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Name And Position	Financial Year Ended March 31	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incentive plans	Long- term incentive plans	Pension value ($)	All other compen- sation ($)	Total compen- sation ($)
					Non-equity incentive plan compensation ($)
Marilyn Miller(1) CFO and Director	2024 2023 2022 2021	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Alan MacDonald(2) CEO Director	2024 2023 2022 2021	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

Note:

• (1) Ms. Miller was appointed as CFO on February 21, 2017 and resigned on March 28, 2017. She was subsequently appointed as Director and CFO on August 17, 2017.

• (2) Mr. MacDonald was appointed to the Board and as CFO effective March 28, 2017. He subsequently resigned as CFO on August 17, 2017, when he was appointed as CEO.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

There are no outstanding share or option based awards outstanding as at March 31, 2024 or as at March 31, 2023.

Incentive Plan Awards – Value Vested or Earned During the Year

There are no outstanding share or option based awards outstanding as at March 31, 2024 or as at March 31, 2023.

Narrative Discussion

The only plan based award program that the Company currently operates is the Stock Option Plan. The purpose of the Stock Option Plan is to advance the interests of the Corporation, through the grant of options, by (1) providing an incentive mechanism to foster the interest of directors, officers, employees and consultants in the success of the Corporation; (2) encouraging directors, officers, employees and consultants to remain with the Corporation; and (3) attracting new directors, officers, employees and consultants.

The Stock Option Plan is administered by the Board or the Compensation Committee established by the Board for the purpose of administering the Amended Stock Option Plan. At the present time, option grants are approved by either the Board or the Compensation Committee. It is the responsibility of the granting party to determine:

• (a) persons entitled to receive the option grant;

• (b) the number of options to be granted;

• (c) the exercise price, which shall not be less than market price for the Company’s common shares at the date of grant;

• (d) an expiry date of no more than ten (10) years after the date of the grant; and

• (e) the manner, if any, in which the option shall vest and become exercisable.

See “PARTICULARS OF MATTERS TO BE ACTED UPON — Re-Approval of Stock Option Plan” for a full description of the Stock Option Plan.

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Pension Plan Benefits

The Company does not have any pension plans that provide for payments or benefits to the NEOs at, following, or in connection with retirement, including any defined benefits plan or any defined contribution plan. The Company does not have a deferred compensation plan with respect to any NEO.

Termination and Change of Control Benefits

The Company has not entered into any plans or arrangements in respect of remuneration received or that may be received by the NEOs in the Company’s most recently completed financial year or current financial year in respect of compensating such officers or directors in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control.

No director of the Company who is not an NEO has received, during the most recently completed financial year, compensation pursuant to:

• (a) 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;

• (b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or

• (c) any arrangement for the compensation of directors for services as consultants or experts.

Management Contracts

Management functions of the Company are generally performed by directors and executive officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

Director Compensation

The Company currently does not pay directors who are not employees or officers of the Company for attending directors’ meetings or for serving on committees. The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services as directors, for committee participation, or for involvement in special assignments during the most recently completed financial year. None of the Company’s directors have received any cash compensation for services provided in their capacity as directors during the Company’s most recently completed financial year. The Company has a stock option plan for the granting of incentive stock options to the officers, employees and directors. The purpose of granting such options is to assist the Issuer in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

Outstanding Share-Based Awards And Option-Based Awards

The Company has not granted any share-based awards. As at the financial year ended March 31, 2024 no stock options were issued or outstanding. None of the directors of the Company exercised any stock options. None of the previously granted stock options held by directors of the Company vested during the financial year ended March 31, 2024.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details with respect to the options granted under the Stock Option Plan as at the end of March 31, 2023 and 2024:

Plan Category	Year	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
Equity compensation plans	2024 2023	NIL NIL	N/A N/A	675,646(2) 675,646(2)

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Plan Category	Year	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
approved by security holders
Equity compensation plans not approved by security holders	2024 2023	N/A N/A	N/A N/A	N/A
Total		NIL	N/A	1,351,293(2)

Notes:

• (1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

• (2) On May 31, 2024, the Company completed a consolidation of the Company’s issued and outstanding shares on the basis of one post-consolidated share for every two pre-consolidated shares. Accordingly, the number of securities remaining available for future issuance have been restated to reflect the share consolidation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and officers of the Company, any proposed management nominee for election as a director of the Company or any associate of any director, officer or proposed management nominee is or has been indebted to the Company at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “ Informed Person ” means (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed elsewhere in this Information Circular or in the Notes to the Company’s financial statements for the financial years ended March 31, 2023 and March 31, 2024, none of:

• (a) the Informed Persons of the Company;

• (b) the proposed nominees for election as a director of the Company; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s financial years ended March 31, 2023 and March 2024 or in any proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

CORPORATE GOVERNANCE

General

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”), as adopted by the Canadian Securities Administrators, prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

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Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through meetings of the Board.

Ms. Marilyn Miller and Mr. Alan MacDonald, the Company’s Chief Financial Officer and Chief Executive Officer, respectively, are not considered to be independent, as they are officers of the Company. Mr. David Tupper and Mr. Glen Dickson are considered to be independent in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to; materially interfere with the respective directors’ ability to act with the best interests of the Company, other than the interests and relationships arising from shareholders .

Information Concerning Nominees Submitted by Management

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

	Name and Jurisdiction of Reporting
Name	Issuer	Position	Exchange or Market
Marilyn Miller	La Imperial Resources Inc. Green Arrow Resources Inc. Mega Copper Ltd. Milner Consolidated Silver Mines Ltd.	CEO, director CFO, director CEO, director CEO, director	CSE TSX Venture – NEX TSX Venture TSX Venture - NEX
Glen Dickson	Freegold Ventures Ltd.	Director	Toronto Stock Exchange
Alan MacDonald	Green Arrow Resources Inc. Milner Consolidated Silver Mines Ltd.	CEO, director CFO, director	TSX Venture – NEX TSX Venture - NEX
Alexander G. Morrison	Energy Fuels Inc. Nations RoyaltyCorp.	Director Director	NYSE TSX Venture

Compensation

The Company has a compensation committee (“ Compensation Committee ”) which is responsible for making recommendations to the Board of Directors with respect to compensation for the directors and the Named Executive Officers annually. The Board has the ability to adjust and approve such compensation recommendations.

Market comparisons as well as evaluation of similar positions in different industries in the same geography are the criteria used in determining compensation, the objective being to set compensation levels to attract and retain individuals of high caliber to serve as officers of the Company, to motivate their performance in order to achieve the Company’s strategic objectives and to align the interests of executive officers with the long-term interests of the Shareholders, while at the same time preserving cash flows. The Board of Directors will set the compensation so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size, stage of development, having similar assets, number of employees, market capitalization and profit margin. In setting such levels, the Board of Directors will rely primarily on their own experience and knowledge.

Assessments

The Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board’s decision-making processes and the quality of information provided by management.

Other Committees

At present, the Board has no committee other than the Audit Committee and the Compensation Committee.

AUDIT COMMITTEE

National Instrument 52-110 of the Canadian Securities Administrators requires the Company, as a venture issuer, to disclose

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annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Committee Charter

The Charter of the Company’s Audit Committee is attached to this Management Information Circular as Schedule “A”.

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three directors consisting of David Tupper, Marilyn Miller and Glen Dickson. As defined in National Instrument 52-110, Ms. Miller, the Company’s CFO is not “independent”, as she is an officer of the Company. Messrs. Dickson and Tupper will be independent. All of the Audit Committee members are “financially literate”, as defined in National Instrument 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as an understanding of internal controls and procedures necessary for financial reporting. Subsequent to the Meeting, assuming the election of the proposed directors, the Audit Committee is expected to be comprised of Glen Dickson, David Tupper both of who are independent and Marilyn Miller who as the CEO is not considered independent.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The audit committee members meet periodically with management and annually with the external auditors.

Education and Experience

The Committee shall consist of three directors, the majority of whom are “independent” within the meaning of Multilateral Instrument 52-110, Audit Committees, for so long as the Company is a “venture issuer”, as defined therein. The Committee shall be appointed annually by the Board immediately following the annual meeting of shareholders of the Company.

Each member of the Committee shall be financially literate, meaning that he must be able to read and understand financial statements. One member of the Committee must have accounting and financial expertise, meaning that he possesses financial or accounting credentials or has experience in finance or accounting.

David Tupper - David is a geologist with over 30 years of mineral exploration experience working in the public resource sector. He has experience exploring for gold, base metals, uranium and coal in a wide variety of geological settings in North, Central and South America as well as Asia

Marilyn Miller - A businesswoman. She has had several years’ experience as a consultant with knowledge of capital markets. She has acted as a director and officer of several private and public companies.

Glen Dickson - Mr. Dickson, B.Sc. with over 40 years of exploration and mining and operational experience in several different countries. During the past 30 years he focused on gold exploration in a wide variety of depositional environments. He served as Chairman of the Board and Chief Executive Officer of Gold-ore Resources Ltd. until the Company was acquired by Elgin Mining Ltd. He served as the President, Chief Executive Officer, and Director of Cumberland Resources Limited until the Company was acquired by Agnico Eagle Mines Ltd. As well as serving as a director on several other companies.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-Audit Services) , or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

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Pre-Approval Policies And Procedures

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

External Auditor Service Fees (By Category)

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 Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

FinancialYear Ended	Audit	Audit Related	Tax	All Other
March 31(1)	Fees	Fees	Fees	Fees(2)
2024	$11,500	$0	$0	$0
2023	$10,000	$0	$0	$0
2022	$10,000	$0	$0	$0

Notes:

(1) All other fees include the Canadian Public Accountability Board fees and any other fees not related to audit or tax fees.

Exemption

The Company is relying on the exemption provided in Section 6.1 of MI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of MI 52- 110.

ADDITIONAL INFORMATION

Additional information relating to the Company is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) which can be accessed at www.sedarplus.ca. Financial information on the Company is provided in the comparative financial statements and management discussion and analysis of the Company which can also be accessed at www.sedarplus.ca or which may be obtained upon request from the Company Shareholders may request additional copies by (i) mail to #3123 – 595 Burrard Street, Vancouver, British Columbia, V7X 1J1 or (ii) telephone to: 604-609-6103.

APPROVAL OF THE BOARD OF DIRECTORS

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

Dated at Vancouver, British Columbia as of this 24[th] day of October 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF VENERABLE VENTURES LTD.

“Alan MacDonald”

Alan MacDonald, Chief Executive Officer, Director

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

ITEM 1: THE AUDIT COMMITTEE’S CHARTER

The primary function of the audit committee (the “ Committee ”) of VENERABLE VENTURES LTD. (the “ Company ”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

• Review and appraise the performance of the Company’s external auditors (the “ Auditor ”).

• Provide an open avenue of communication among the Company’s auditors, management and the Board of Directors.

1. COMPOSITION, PROCEDURES AND ORGANIZATION

The Committee shall consist of at least three members. Each member must be a director of the Company. A majority of the members of the Committee shall not be executive officers or employees of the Company or of an affiliate of the Company. At least one (1) member of the Committee shall be financially literate. All members of the Committee who are not financially literate will work towards becoming financially literate to obtain working familiarity with basic finance and accounting practices. For the purposes of this Charter, the term “financially literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

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

The Board of Directors may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2. MEETINGS OF THE COMMITTEE

Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly. Unless all members are present and waive notice, or those absent waive notice before or after a meeting, the Chairman will give the Committee members 24 hours’ advance notice of each meeting and the matters to be discussed at such meeting. Notice may be given personally, by telephone, by facsimile or e-mail.

The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual financial statements and, if the Committee determines it to be necessary or appropriate, at any other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board of Directors or the shareholders of the Company.

At each meeting of the Committee, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company. A member may participate in a meeting of the Committee in person or by telephone if all members participating in the meeting, whether in person or by telephone or other communications medium other than telephone are able to communicate with each other and if all members who wish to participate in the meeting agree to such participation.

The Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company’s financial statements.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities.

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3. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

1. Review the Company’s financial statements, including any certification, report, opinion, or review rendered by the Auditor, MD&A and any annual and interim earnings press releases before the Company publicly discloses such information.

2. Review and satisfy itself that adequate procedures are in place and review the Company’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assess the adequacy of those procedures.

3. Be directly responsible for overseeing the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit review services for the Company.

4. Require the Auditor to report directly to the Committee.

5. Review annually the performance of the Auditor who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.

6. Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor.

7. Take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the Auditor.

8. Recommend to the Board of Directors the external auditor to be nominated at the annual general meeting for appointment and the Auditor for the ensuing year and the compensation for the Auditors, or, if applicable, the replacement of the Auditor.

9. Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditors of the Company.

10. Review with management and the Auditor the audit plan for the annual financial statements.

11. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services provided by the Auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

12. (a) the aggregate amount of all such non-audit services that were not pre-approved is reasonably expected to constitute not more than 5% of the total amount of fees paid by the Company to the Auditor during the fiscal year in which the non-audit services are provided;

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

14. (c) such services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members of the Committee the authority to preapprove non-audit services in satisfaction of the pre-approval requirement set forth in this section provided the pre-approval of non-audit services by any member to whom authority has been delegated must be presented to the Committee at its first scheduled meeting following such pre-approval.

1. In consultation with the Auditor, review with management the integrity of the Company’s financial reporting process, both internal and external.

2. Consider the Auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

3. Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and

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practices as suggested by the Auditor and management.

1. Review significant judgments made by management in the preparation of the financial statements and the view of the Auditor as to the appropriateness of such judgments.

2. Following completion of the annual audit, review separately with management and the Auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of the work or access to required information.

3. Review any significant disagreement among management and the Auditor in connection with the preparation of the financial statements.

4. Review with the Auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented.

5. Discuss with the Auditor the Auditor’s perception of the Company’s financial and accounting personnel, any material recommendations which the Auditor may have, the level of co-operation which the Auditor received during the course of their review and the adequacy of their access to records, data or other requested information.

6. Maintain, review and update the procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, as set forth in Annex A attached to this Charter.

7. Perform such other duties as may be assigned to it by the Board of Directors from time to time or as may be required by applicable regulatory authorities or legislation.

8. Report regularly and on a timely basis to the Board of Directors on the matters coming before the Committee.

9. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

4. AUTHORITY

The Committee is authorized to:

• to seek any information it requires from any employee of the Company in order to perform its duties;

• to engage, at the Company’s expense, independent legal counsel or other professional advisors in any matter within the scope of the role and duties of the Committee under this Charter;

• to set and pay compensation for any advisors engaged by the Committee; and

• to communicate directly with the internal and external auditors of the Company.

This Charter supersedes and replaces all prior charters and other terms of reference pertaining to the Committee.

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