SILVER RANGE RESOURCES LTD.
Suite 510 – 1100 Melville Street
Vancouver, B.C.
V6E 4A6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual General and Special Meeting (the "Meeting") of the members (the "Shareholders") of SILVER RANGE RESOURCES LTD. (the "Company") will be held at Suite 510 – 1100 Melville Street in the City of Vancouver, Province of British Columbia on Monday, August 11, 2025 at the hour of 10:00 a.m. (local time) for the purposes of:

Fixing the number of Directors.
Electing Directors for the ensuing year.
Appointing an Auditor for the ensuing year, and authorizing the Directors to fix the Auditor’s remuneration.
To consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Company’s Incentive Stock Option Plan, as more fully set forth in the Information Circular prepared in connection with the Meeting.
To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and to return it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof, at which the person named therein purports to vote in respect thereof.

Dated at Vancouver, B.C. this 27th day of June, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

“Michael A. Power”

MICHAEL A. POWER
President and Chief Executive Officer

All proxies and voting instruction forms, to be valid, must be received by Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies or voting instruction forms may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MONDAY, AUGUST 11, 2025 AT 10:00 A.M. (PACIFIC TIME)

This Information Circular is furnished in connection with the solicitation of proxies by the management of Silver Range Resources Ltd. (the "Company") for use at the Annual General and Special Meeting (the "Meeting") of the shareholders of the Company, to be held on August 11, 2025 for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the "Notice of Meeting") and at any adjournment thereof. The information contained in this Information Circular is given as at June 27, 2025 unless otherwise stated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting, and any adjournment thereof, at the time and place and for the purposes set forth in the Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally, by telephone, facsimile or other electronic means, by directors, officers, employees and agents of the Company at nominal cost. The Company will bear all costs of this solicitation of proxies.

Notice and Access

The Company has elected to use the notice-and-access model provided under amendments to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("Notice and Access") for the Meeting in respect of mailings to its registered shareholders and beneficial shareholders. Notice and Access is a cost savings initiative developed by the Canadian Securities Administrators that allows issuers to send shareholders a notice with information on how they can access an issuer's information circular electronically instead of receiving a printed copy, and how to receive a printed copy on request, resulting in the reduction of printing, distribution and mailing costs.

Registered and non-registered (beneficial) shareholders will be sent a notice package (the "Notice Package") which will include: (1) a Notice of Meeting outlining the matters to be voted upon and how to obtain a copy of the Information Circular; (2) a Form of Proxy or Voting Instruction Form ("VIF"); and (3) a National Instrument 51-102 Return Card to Opt-in to receiving the Company's interim and/or annual financial reports.

The Company has posted the Information Circular, the Company's financial statements for the year ended December 31, 2024 and the Company's Management's Discussion and Analysis for the year ended December

31, 2024 online at www.sedarplus.ca under the Company’s profile and at the following internet address: www.silverrangeresources.com.

Appointment and Revocation of Proxies

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the “Management Designees”) have been selected by the directors of the Company.

A Shareholder has the right to designate a person (who need not be a Shareholder), other than the Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated, and by deleting from the proxy the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America to 1-866-249-7775, and outside North America to (416) 263-9524, at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company’s registrar and transfer agent at the foregoing address or the head office of the Company, at c/o Silver Range Resources Ltd., Suite 510 – 1100 Melville Street, Vancouver, British Columbia, V6E 4A6, Attention: Michael A. Power, President and Chief Executive Officer, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

Voting of Shares and Exercise of Discretion of Proxies

Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as

to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

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 66 2/3% of the votes cast will be required.

Advice to Beneficial Holders of Common Shares

Only registered holders of common shares of the Company or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares beneficially owned by a person (a "Non- Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Holder deals with in respect of the shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Distribution to NOBOs

In accordance with the requirements of the Canadian Securities Administrators and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company will have caused its agent to distribute copies of the Notice Package directly to those Non-Registered Holders who have provided instructions to an Intermediary that such Non-Registered Holder does not object to the Intermediary disclosing ownership information about the beneficial owner ("Non-Objecting Beneficial Owner" or "NOBO"). As a result, NOBOs can expect to receive a VIF, together with the Notice of Meeting and other documents in the Notice Package, from our transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting services as described in the VIF. In that regard, Computershare is required to follow the voting instructions properly received from NOBOs. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. NOBOs should carefully follow the instructions of Computershare, including those regarding when and where the completed VIFs are to be returned to Computershare.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF in line with the instructions provided or the NOBO must submit to the Company any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. In such circumstances with respect to proxies held by management in respect of securities owned by the NOBO so requesting, the Company must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxyholder in respect of those securities. Under NI 54-101, if the Company appoints a NOBO or a nominee of the NOBO as a proxyholder as aforesaid, the NOBO or nominee of the NOBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101,

if the Company appoints a NOBO or its nominee as proxyholder as aforesaid, the Company must deposit the proxy within the timeframe specified above for the deposit of proxies, if the Company obtains the instructions at least one (1) business day before the termination of that time.

Meeting materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your shareholdings have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send meeting materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF enclosed with mailings to NOBOs. Please carefully review the instructions on the VIF for completion and deposit.

NOBOs that wish to change their vote must, in sufficient time in advance of the Meeting, contact Computershare to arrange to change their vote.

Distribution to OBOs

In addition, the Company will have caused its agent to deliver copies of the Notice Package to the clearing agencies and Intermediaries for onward distribution to those non-registered shareholders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner ("Objecting Beneficial Owner" or "OBO"). Management does not intend to pay for Intermediaries to forward proxy-related materials to OBOs and OBOs will not receive the materials unless the OBO's Intermediary assumes the cost of delivery.

Intermediaries are required to forward the Notice Package to each OBO unless such OBO has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Proxy Services to forward the Notice Packages to OBOs. With those Notice Packages, Intermediaries or their service companies should provide OBOs with a "request for voting instruction form" which, when properly completed and signed by such OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the shares that they beneficially own. In either case, the purpose of this procedure is to permit the OBO to direct the voting of the shares he or she beneficially owns.

Should an OBO wish to attend and vote at the Meeting in person, the OBO must insert the OBO's name (or such other person as the OBO wishes to attend and vote on the OBO's behalf) in the blank space provided for that purpose on the request for voting instruction form and return the completed request for voting instruction form to the Intermediary or its service provider or the OBO must submit, to their Intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxyholder. In such circumstances, an Intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxyholder in respect of those securities. Under NI 54-101, if an Intermediary appoints an OBO or the nominee of an OBO as a proxyholder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the Intermediary in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, an Intermediary who appoints an OBO or its nominee as proxyholder as aforesaid is required under NI 54-101 to deposit the proxy within the timeframe specified above for the deposit of proxies, if the Intermediary obtains the instructions at least one (1) business day before the termination of that time.

OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered.

OBOs that wish to change their vote must, in sufficient time in advance of the Meeting, arrange with their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set out above.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A. Voting Securities

On June 27, 2025, there were 98,126,884 common shares of the Company issued and outstanding, each share carrying the right to one vote. At a general meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each share of which he or she is the holder.

B. Record Date

Only shareholders of record at the close of business on June 27, 2025, who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the heading "Appointment and Revocation of Proxies" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

C. Principal Holders

To the knowledge of the directors and executive officers of the Company, only the following beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:

Name of Shareholder	Number of Shares	Percentage of Issued and Outstanding Shares
Strategic Metals Ltd. (1)	15,263,673	15.56%

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

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who has been directors or executive officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

(1) Strategic Metals Ltd. is a reporting issuer in the Provinces of British Columbia and Alberta, the common shares of which are listed for trading on the TSX Venture Exchange, of which W. Douglas Eaton, Bruce A. Youngman, Glenn R. Yeadon and Ian J. Talbot, each of whom is a director and/or officer of the Company, is also a director and/or officer.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “informed person” means:

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

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

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

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

The Company was a party to the following material transactions with informed persons during the financial year ended December 31, 2024:

(a) geological services totalling $1,328 and office rent and administration charges totalling $16,264 were incurred with Archer, Cathro & Associates (1981) Limited ("Archer Cathro"), of Vancouver, B.C., a geological consulting firm in which Company director W. Douglas Eaton formerly held a minority interest;

(b) legal fees totalling $45,000 were incurred with Tupper Jonsson & Yeadon, of Vancouver, B.C., a law firm in which a personal law corporation controlled by Company Secretary Glenn R. Yeadon is associated in the practice of law;

(c) accounting and tax fees totalling $40,500 were incurred with Donaldson Brohman Martin CPA Inc., of Port Moody, B.C. of which Larry Donaldson and Dan Martino, the former and current Chief Financial Officer of the Company, respectively, are principals;

(d) consulting fees totalling $42,000 were incurred with the Company’s Chief Operating Officer Ian J. Talbot, of North Vancouver, B.C.;

(e) consulting fees totalling $168,476 were incurred with Paladin Geoscience Corp., of Whitehorse, Yukon Territory, a consulting firm controlled by Michael A. Power, the Company’s President and Chief Executive Officer;

(f) consulting fees of $1,350 were incurred with Drechsler Consulting Ltd., a company controlled by Richard Drechsler, the Company’s former Vice-President of Communications; and

(g) corporate development and geological services of $129,023 were incurred with Grindstone Resources LLC, a company controlled by John Gilbert, the Company’s former Chief Corporate Development Officer.

Other than as disclosed elsewhere in this Information Circular, no informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

STATEMENT OF EXECUTIVE COMPENSATION

A. General Provisions

For the purposes of this Information Circular:

"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;

"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" 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 IFRS 2 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 IFRS 2 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 Company's three most highly compensated executive officers, 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 for that financial year; and

(d) each individual who would be a 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;

“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;

“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;

“replacement grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

“repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option;

“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 units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

B. Compensation Discussion and Analysis

COMPENSATION PROGRAM OBJECTIVES

The Company’s compensation policies and programs are designed to be competitive with similar junior resource exploration companies and to recognize and reward executive performance consistent with the success of the Company. These policies and programs are intended to attract and retain capable and experienced people. The Company's Corporate Governance and Compensation Committee’s role and philosophy is to ensure that the Company’s goals and objectives, as applied to the actual compensation paid to the Company’s President and Chief Executive Officer and other executive officers, are aligned with the Company’s overall business objectives and with shareholders’ interests.

In addition to informal industry comparables from publicly available information, the Corporate Governance and Compensation Committee considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, overall financial and operating performance of the Company, and the Corporate Governance and Compensation Committee’s assessment of each executive’s individual performance and contribution toward meeting corporate objectives. Performance is also recognized through the Company’s incentive stock option plan.

ROLE OF EXECUTIVE OFFICERS IN DETERMINING COMPENSATION

The Corporate Governance and Compensation Committee reviews and recommends compensation policies and programs to the Company, as well as salary and benefit levels for the Company’s executives. The Company’s President and Chief Executive Officer may not be present during meetings of the Corporate Governance and Compensation Committee at which their compensation is being discussed. The Board of Directors makes the

final determination regarding the Company’s compensation programs and practice.

ELEMENTS OF THE COMPENSATION PROGRAM FOR FISCAL YEAR 2024

The total compensation plan for the NEOs is comprised of two components: base salary or consulting fees and stock options. There is no policy or target regarding cash and non-cash elements of the Company’s compensation program. The Corporate Governance and Compensation Committee annually reviews the total compensation of the Company’s executives against the backdrop of the compensation goals and objectives described above and make recommendations to the Board of Directors concerning the individual components of the executives’ compensation.

SALARIES AND CONSULTING FEES

As a junior exploration resource company with no ongoing cash flow or revenues from production, the Company pays no salaries and establishes consulting fees to its executive officers at levels that are considered to be consistent with industry standards and in keeping with the Company’s available resources.

STOCK OPTIONS

The Company has a Stock Option Plan (the "Plan") in place for the granting of stock options to the directors, officers, employees and consultants of the Company. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align the personal interest of such persons to that of the Company’s shareholders, having regard to the fact that the Company has no ongoing cash flow or revenue from production and, as a result, there are limited funds available for the payment of salaries or consulting fees. The allocation of options under the Plan is determined by the Corporate Governance and Compensation Committee which, in determining such allocations, considers such factors as previous grants to individuals, overall Company performance, share price, the role and performance of the individual in question, the amount of time directed to the Company’s affairs and time expended in serving on the Company’s committees.

RISK CONSIDERATIONS

The Corporate Governance and Compensation Committee reviews from time to time and at least once annually, the risks, if any, associated with the Company’s compensation policies and practices at such time. Such a review occurred at the time of preparation of this Compensation Discussion and Analysis. Implicit in the Corporate Governance and Compensation Committee’s mandate is that the Company’s policies and practices respecting compensation, including those applicable to the Company’s executives, be designed in a manner which is in the best interests of the Company and its shareholders, and risk implications is one of many considerations which are taken into account in such design.

It is anticipated that a portion (set at a level consistent with its industry peers) of the Company’s executive compensation will consist of options granted under the Plan. Such compensation is both “long term” and “at risk” and, accordingly, is directly linked to the achievement of long term value creation. As the benefits of such compensation, if any, are not realized by the executives until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of the Company and its shareholders is extremely limited.

Consulting fees are the remaining portion of an executive’s total compensation. While consulting fees are not “long term” or “at risk”, as noted above, these components of compensation represent only part of total potential compensation, and the Company’s ability to continue to pay these consulting fees is directly dependent upon its continued ability to operate. As a result, it is unlikely that an executive would take inappropriate or excessive

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risks at the expense of the Company and its shareholders when these actions might compromise his or her consulting fees and might put his or her long-term compensation at risk.

Due to the relatively small size of the Company, and the current level of the Company's activity, the Board and the Corporate Governance and Compensation Committee are able to closely monitor and consider any risks which may be associated with the Company's compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings, during which financial and other information pertaining to the Company will be reviewed, which review will include executive compensation. No risks have been identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There are no policies in place pursuant to which an NEO or director is permitted to purchase financial instruments including, for greater certainty, 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 an NEO or director.

C. Summary Compensation Table

Michael A. Power, the Company's CEO, Larry Donaldson, the Company's former CFO, and Dan Martino, the Company's current CFO, are the NEOs of the Company for the purposes of the following disclosure. The compensation for the NEOs, directly or indirectly, for the Company's three most recently completed financial years is as follows:

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Name and Principal Position	Year	Salary ($)	Share-based awards ($)	Option-based awards ($)^{(2)}	Non-equity incentive plan compensation $		Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Michael A. Power^{(3)} CEO	December 31, 2024	Nil	Nil	47,725	Nil	Nil	Nil	168,476^{(4)}	216,201
	December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil	144,928^{(4)}	144,928
	December 31, 2022	Nil	Nil	Nil	Nil	Nil	Nil	154,386^{(4)}	154,386
Larry B. Donaldson former CFO	December 31, 2024	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	December 31, 2023	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	December 31, 2022	Nil	Nil	Nil	Nil	Nil	Nil	43,100^{(5)}	43,100
Dan Martino CFO	December 31, 2024	Nil	Nil	14,164	Nil	Nil	Nil	40,500^{(5)}	54,664
	December 31, 2023	Nil	Nil	28,591	Nil	Nil	Nil	38,500^{(5)}	67,091
	December 31, 2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(2) The weighted average value of the incentive stock options granted by the Company during the financial year ended December 31, 2024 was approximately $0.06 per option, the weighted average value of the incentive stock options granted by the Company during the financial year ended December 31, 2023 was approximately $0.11 per option, and the weighted average value of the incentive stock options granted by the Company during the financial year ended December 31, 2022 was approximately $0.09 per option. The Company calculated the compensation cost by using the Black-Scholes option pricing model as follows: for options granted in 2024 by assuming a risk-free interest rate of 2.93%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 118.19% and an expected life of the options of five years; for options granted in 2023 by assuming a risk-free interest rate of 3.00% a dividend yield of nil, the expected annual volatility of the Company’s share price of 115.28% and an expected life of the options of five years; and for options granted in 2022 by assuming a risk-free interest rate of 1.79%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 83.29% and an expected life of the options of five years. There was no cash compensation actually paid to any of the NEOs disclosed in the above table in connection with the granting of the incentive stock options in respect of which these “Option-based awards” were calculated.

(3) Mr. Power became the Company’s President and CEO on March 18, 2016. He was elected a director of the Company at its Annual General Meeting held on June 14, 2016.

(4) Paid to Paladin Geoscience Corp., a consulting firm controlled by Mr. Power.

(5) Paid to Donaldson Brohman Martin CPA Inc., of which Mr. Donaldson is a principal. (Mr. Donaldson resigned as CFO on May 11, 2023, on which date Dan Martino, who is also a principal of Donaldson Brohman Martin CPA Inc., was appointed as the Company’s new CFO.)

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D. Incentive Plan Awards

The Company has in place a Stock Option Plan (the “Plan”) for the purpose of attracting and motivating Directors, Officers, Employees and Consultants of the Company and advancing the interests of the Company by affording such persons the opportunity to acquire an equity interest in the Company through rights granted under the Plan to purchase shares of the Company. A copy of the Plan will be available for review at the Meeting.

Options are granted from time to time under the Plan as determined by the Board of Directors upon recommendation from the Corporate Governance and Compensation Committee, including options granted to executive officers. Previous grants of options under the Plan are taken into account when the granting of new options is being considered.

The Company does not have any share-based awards in place.

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table discloses the particulars of all awards for each NEO outstanding at the end of the Company’s financial year ended December 31, 2024, including awards granted before this most recently completed financial year:

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options^{(6)} ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Michael A. Power	600,000	0.13	December 6, 2026	Nil	N/A	N/A	N/A
	775,000	0.08	November 29, 2029	Nil	N/A	N/A	N/A
Larry B. Donaldson	225,000	0.13	December 6, 2026	Nil	N/A	N/A	N/A
Dan Martino	250,000	0.14	May 11, 2028	Nil	N/A	N/A	N/A
	230,000	0.08	November 29, 2029	Nil	N/A	N/A	N/A

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table summarizes the value of each incentive plan award vested or earned by each NEO during the financial year ended December 31, 2024:

(6) “In-the-money options” means the excess of the market value of the Company’s shares on December 31, 2024 over the exercise price of the options. The last trading price of the Company’s shares on the TSX Venture Exchange on December 27, 2024, being the last day the Company’s shares traded on the TSX Venture Exchange in 2024, was $0.08.

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Name	Option-based awards – Value vested during the year ($)^{(7)}	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Michael A. Power	Nil	N/A	N/A
Larry Donaldson	Nil	N/A	N/A
Dan Martino	Nil	N/A	N/A

OPTION REPRICINGS

There were no re-pricings of stock options granted under the Company’s Stock Option Plan during the financial year ended December 31, 2024.

E. Pension Plan Benefits

The Company has no defined benefit plans that provide for payments or benefits to any NEO at, following or in connection with retirement.

The Company also does not have any defined contribution or deferred compensation plans relating to any NEO.

F. Termination and Change of Control Benefits

Other than as disclosed herein, the Company does not have any pension or retirement plan which is applicable to the NEOs. The Company has not provided compensation, monetary or otherwise, during the most recently completed financial year, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company. The Company is not party to any compensation plan or arrangement with an NEO resulting from the resignation, retirement or termination of employment of any such person.

There are no compensatory plans or arrangements between the Company and an NEO with respect to the resignation, retirement or other termination of employment of the NEO, a change of control of the Company or a change in the NEO’s responsibilities following a change of control of the Company involving an amount, including all periodic payments or instalments, exceeding $50,000.

(7) “Value vested during the year” means the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. This amount is calculated by determining the difference between the market price of the underlying securities if exercised on the vesting date and the exercise or base price of the options under the option-based award on the vesting date.

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G. Director Compensation

The Company has no pension plan or other arrangement for non-cash compensation for its directors who are not NEOs, except incentive stock options.

The following table discloses all amounts of compensation provided by the Company to its directors who are not NEOs for the financial year ended December 31, 2024:

Name	Fees earned ($)	Share-based awards ($)	Option-based awards ($)^{(8)}	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Bruce A. Youngman	Nil	N/A	14,164	N/A	N/A	Nil	14,164
W. Douglas Eaton	Nil	N/A	14,164	N/A	N/A	Nil	14,164
Tim Termuende	Nil	N/A	14,164	N/A	N/A	Nil	14,164
Steve Kenwood	Nil	N/A	14,164	N/A	N/A	Nil	14,164
Elizabeth Wallinger	Nil	N/A	14,164	N/A	N/A	Nil	14,164

Other than as set forth in the foregoing, 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; or

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company were authorized for issuance at the end of the Company’s financial year ended December 31, 2024.

(8) The weighted average value of the incentive stock options granted by the Company during the financial year ended December 31, 2024 was approximately $0.06 per option. The Company calculated the compensation cost by using the Black-Scholes Option pricing model as follows: by assuming a risk-free interest rate of 2.93%, a dividend yield of nil, the expected annual volatility of the Company’s share price of 118.19% and an expected life of the options of five years. There was no cash compensation actually paid to the directors disclosed in the above table in connection with the granting of the incentive stock options in respect of which these “Option-based awards” were calculated.

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Plan Category	Number of securities to be issued upon exercise of outstanding incentive stock options	Weighted-average exercise price of outstanding incentive stock options	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	9,565,000	$0.12	247,688
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	9,565,000	$0.12	247,688

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, employee, former executive officer, former director, former employee, proposed nominee for election as a director, or associate of any such person has been indebted to the Company or its subsidiaries at any time since the commencement of the Company's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company or its subsidiaries at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

MANAGEMENT CONTRACTS

Pursuant to the terms of a consulting agreement dated January 10, 2022, the Company engaged Ian J. Talbot ("Talbot") to provide certain management services to the Company. Remuneration under this agreement is $3,500 (plus applicable taxes) per month based on Talbot providing 28 hours of management services to the Company per month.

Pursuant to the terms of a consulting agreement dated April 1, 2022 and as extended on April 1, 2024, the Company engaged Paladin Geoscience Ltd. (a private company controlled by Michael A. Power, the President and Chief Executive Officer of the Company), to provide consulting services to the Company for remuneration of $11,250 (plus applicable taxes) per month, with compensation to be paid in the form of cash payments, share issuances or a combination of both. Any shares will be issued at a deemed price per share equal to the market price of the Company's shares as traded on the TSX Venture Exchange calculated at the end of each month in which those services are provided minus 50% of the discount permitted under applicable Exchange policies. These shares will be issued semi-annually and will be subject to a four month and one day hold period commencing upon the date of issuance.

CORPORATE GOVERNANCE

Pursuant to National Policy 58-101 – Disclosure of Corporate Governance Practices ("NP 58-101") the Company is required to and hereby discloses its corporate governance practices as follows:

1. Board of Directors

The Board of Directors of the Company facilitates its exercising of independent supervision over the Company's management through meetings of the Board, both with and without members of the Company's management (including members of management that are also directors) being in attendance.

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Tim Termuende, Bruce A. Youngman, Steve Kenwood and Elizabeth Wallinger are “independent” directors in that each is independent and free from any interest, and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with the best interests of the Company, other than interests and relationships arising from shareholdings.

Michael A. Power is a member of management and provides services to the Company for which he is compensated, and is therefore not independent. W. Douglas Eaton is the President, Chief Executive Officer and a Director of Strategic Metals Ltd., the Company’s largest shareholder, and is therefore not considered independent.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

2. Directorships

Certain of the directors of the Company are presently a director in one or more other reporting issuers, as follows:

Directors	Other Issuers
W. Douglas Eaton	Strategic Metals Ltd. and Rockhaven Resources Ltd.
Bruce A. Youngman	Strategic Metals Ltd., Cascadia Minerals Ltd., Rockhaven Resources Ltd. and Pacific Ridge Exploration Ltd.
Tim Termuende	Eagle Plains Resources Ltd., Aben Resources Ltd., Eagle Royalties Ltd. and Trident Resources Corp.
Steve Kenwood	Optimus Gold Corp., Sonoro Gold Corp., Majestic Gold Corp. and Open Sesame Acquisition Corp.
Elizabeth Wallinger	GGL Resources Corp.

3. Orientation and Continuing Education

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Company’s business will be necessary and relevant to each new director. The Company provides continuing education for its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.

4. Ethical Business Conduct

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance objectives and goals.

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In addition, the Board must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

5. Nomination of Directors

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President of the Company. The Board monitors but does not formally assess the performance of individual Board members or committee members on their contributions.

6. Compensation

The Company has a Corporate Governance and Compensation Committee, the current members of which are Bruce A. Youngman and Michael A. Power. This Committee administers the Company's compensation program, the objectives of which are:

(a) to attract and retain qualified and experienced executives to drive the continued development of the Company and its current and future mineral exploration assets, thereby creating shareholder value; and

(b) to provide executives with appropriate compensation and incentives so as to encourage the development of the Company.

7. Other Board Committees

The Company also has a Technical Committee to advise on matters pertaining to the Company's mineral property interests, the current members of which are Roger Hulstein, Harmen Keyser, Randy Vance, Lou Covello, Gary Vivian and Dick Reed.

8. Assessments

The Board will annually review its own performance and effectiveness as well as review annually the Audit Committee Charter and recommend revisions to the Board as necessary. Neither the Company nor the Board has determined formal means or methods to regularly assess the Board, its committees or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director are informally monitored by the other Board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Company feels its corporate governance practices are appropriate and effective for the Company, given its relatively small size and limited operations. The Company's method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

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AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators (“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 and its relationship with its independent auditor, as set forth in the following.

A. Audit Committee Charter

The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule “A” to this Information Circular.

B. Composition of the Audit Committee

The Company’s audit committee consists of four directors, being Michael A. Power, Elizabeth Wallinger, Bruce A. Youngman and Steve Kenwood. As defined in NI 52-110, each of Elizabeth Wallinger, Bruce A. Youngman and Steve Kenwood is “independent” and Michael A. Power is not “independent”.

A member of the audit committee is “independent” if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment.

C. Relevant Education and Experience

NI 52-110 provides that a member of the audit committee is considered to be “financially literate” if he has 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 complexities of the issues that can reasonably be expected to be raised by the Company.

All of the members of the Company’s audit committee are considered to be “financially literate”, as that term is defined in NI 52-110.

Michael A. Power has over 30 years of experience in the minerals industry. Since 2016, he has served as a CEO, President and a Director of Silver Range Resources Ltd. From 2011 through 2016, he was President and CEO of Panarc Resources Ltd., a private prospect generator operating across Northern Canada and in Nevada. He was a founding partner of Aurora Geosciences Ltd., a geological, geophysical and exploration contracting and consulting services company operating out of Yellowknife, Whitehorse and Juneau. From 2000 through 2010, he served as Senior Project Manager and Vice President of Operations, Finance and Sales. From 1988 through 2000, he was President of Amerok Geosciences Ltd., a geophysical and geological consulting firm operating in Northern Canada and Alaska. Mr. Power has B.Sc. (Hon) degree in Geology (1986) and M.Sc. degree in Geophysics (1988), both from the University of Alberta.

Elizabeth Wallinger holds a B.Sc. in Earth and Ocean Sciences from the University of British Columbia, and an MBA from Thompson Rivers University and is a Chartered Professional Accountant in British Columbia. Since 2011, she has worked in the mineral exploration industry as an exploration geologist with Archer, Cathro & Associates (1981) Limited and most recently at Sentinel Corporate Services Inc. as a corporate controller for various junior mining companies.

Bruce A. Youngman has over 30 years of experience in the minerals industry. From 2010 to 2015, he served as Chairman and as a Director of Strategic Metals Ltd., and has remained a Director since 2015. From 2008 to 2010, he was the President and Chief Operating Officer of Canplats Resources Corporation (“Canplats”), during which time the 4 million ounce Camino Rojo deposit in Mexico was outlined, with Canplats having been

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subsequently acquired by Goldcorp Inc. for $300 million. Mr. Youngman previously held senior positions with Northern Dynasty Minerals Ltd., including as its President, Vice-President and as a Director. Mr. Youngman graduated with a Bachelor of Science degree in Geology from the University of British Columbia in 1981.

Steve Kenwood is a registered member of the Association of Professional Engineers and Geoscientists of British Columbia. He received a Bachelor of Science (Geology) degree from the University of British Columbia in 1987. He has experience in the area of advanced project development in northern British Columbia, southwest U.S., Central and South America, and China. Mr. Kenwood also has over 20 years of experience with public company management and is currently an independent director of two other companies listed on the TSX Venture Exchange.

The board of directors believes that the audit committee members have the relevant education and experience to comply with NI 52-110.

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

D. 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 or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance. “All other fees” are fees billed by the auditor for services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

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Financial Year Ending	Audit Fees^{(9)}	Audit-Related Fees^{(10)}	Tax Fees^{(11)}	All Other Fees^{(12)}
December 31, 2024	$36,000	Nil	$3,275	Nil
December 31, 2023	$33,000	Nil	$24,000	Nil

E. Exemption

The Company is relying on the exemption provided by section 6.1 of NI 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 NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

Management intends to propose for adoption an ordinary resolution that the number of directors of the Company be fixed at six (6).

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then. In the absence of instructions to the contrary, the shares represented by proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the positions and offices which they presently hold with the Company, their respective principal occupations and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular:

(9) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation such as comfort letters, consents, reviews of securities filings and statutory audits. The fees listed above are representative of audit services for the respective fiscal year.

(10) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit related services include due diligence assistance, accounting consultations on proposed transactions and audit or attest services not required by legislation or regulation.

(11) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance. Tax fees for the financial year ended December 31, 2023 include fees for U.S. tax compliance services covering a period of eight (8) financial year-ends from December 31, 2016 to December 31, 2023.

(12) “All Other Fees” include all other non-audit services.

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Name of Nominee, Residence and Present Positions Held	Principal Occupation	Director Since	Number of Shares Beneficially Owned or Controlled
Michael A. Power^{(13)(14)}
Yukon Territory, Canada
President, Chief Executive Officer and Director	Certified Professional Geologist; Professional Geophysicist; Professional Geoscientist; President, Chief Executive Officer and Director of Silver Range Resources Ltd.	June 14, 2016	6,855,544
W. Douglas Eaton
British Columbia, Canada
Director	President, Chief Executive Officer and a Director of Strategic Metals Ltd. and a Director of each of Silver Range Resources Ltd. and Rockhaven Resources Ltd.	January 12, 2011	8,219,823
Bruce A. Youngman^{(13)(14)}
British Columbia, Canada
Director	Director of Strategic Metals Ltd., Rockhaven Resources Ltd., Pacific Ridge Exploration Ltd. and Cascadia Minerals Ltd.	January 12, 2011	260,267
Tim Termuende
British Columbia, Canada
Director	Professional Geologist; President and Chief Executive Officer of each of Eagle Plains Resources Ltd. and Eagle Royalties Ltd. and a Director of each of Aben Resources Ltd. and Trident Resources Corp.	January 13, 2020	150,000
Steve Kenwood^{(13)}
British Columbia, Canada
Director	Professional Geologist; President and Director of Majestic Gold Corp., and Director of each of Sonoro Gold Corp. and Optimus Gold Corp.	December 6, 2021	Nil
Elizabeth Wallinger^{(13)}
British Columbia, Canada
Director	Corporate controller on a consulting basis for various companies in the mineral exploration industry	January 14, 2022	Nil

The terms of office of those nominees who are presently Directors will expire as of the date of the Meeting. All of the Directors who are elected at the Meeting will have their term of office expire at the next Annual General Meeting of the Company.

No proposed director of the Company is, or within the 10 years before the date of this Information Circular has been, a director or executive officer of any company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(13) Denotes member of the Audit Committee.
(14) Denotes member of the Corporate Governance and Compensation Committee.

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(b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) 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.

No proposed director of the Company has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The above information was provided by management of the Company.

B. Appointment of Auditors

Management proposes that Baker Tilly WM LLP, Chartered Professional Accountants, of Vancouver, British Columbia be reappointed Auditors of the Company for the ensuing year at a remuneration to be negotiated between the Auditors and the Directors. (15)

Directors' Recommendation

Management has determined that the reappointment of Baker Tilly WM LLP as Auditors of the Company for the ensuing year at a remuneration to be negotiated between the Auditor and the Directors is in the best interests of the Company and its shareholders and unanimously recommends that shareholders vote in favour of the ordinary resolution in respect of same.

Shareholder Approval

As disclosed above, the reappointment of Auditors at a remuneration to be negotiated between the Auditors and the Directors is subject to the Company receiving shareholder approval therefor.

The form of resolution to be placed before shareholders at the Meeting is as follows:

“Be it resolved that, as an ordinary resolution, with or without amendment:

the reappointment of Baker Tilly WM LLP as Auditors of the Company for the ensuing year, at a remuneration to be negotiated between the Auditors and the Directors, is hereby approved, ratified and confirmed.
The board of directors of the Company is authorized to perform such further acts and execute such further documentation as may be required to give effect to the foregoing.”

(15) Baker Tilly WM LLP were appointed as the Company’s Auditors on October 6, 2023 as a result of the resignation by Davidson & Company LLP, Chartered Professional Accountants, as the Company’s Auditors on October 6, 2023.

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The persons named in the form of Proxy, if named as proxy, intend to vote such Proxy in favour of the resolution to approve the reappointment of Auditors at a remuneration to be negotiated between the Auditors and the Directors, unless a shareholder has specified in its Proxy that its common shares are to be withheld in respect of such resolution. If no choice is specified by the shareholder to vote for or to withhold in respect of the resolution referred to above, the persons whose names are printed in the enclosed form of Proxy intend to vote in favour of the resolution.

C. Renewal of Incentive Stock Option Plan

At the Meeting, shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Company’s Incentive Stock Plan (the “Plan”), as approved by the shareholders at the annual general and special meeting held on November 22, 2024. The terms of the Plan specifically address the current Policies of the Exchange applicable to Stock Option Plans. The purpose of the Plan will be to assist the Company in attracting, retaining and motivating directors, officers, employees and consultants to the Company and to closely align the personal interests of such directors, officers, employees and consultants with the interests of the Company and its shareholders. Options granted under the Plan will be non-assignable and may be granted for a term not exceeding that permitted by the Exchange (currently ten years). A summary of the material aspects of the Plan is as follows:

the renewal of the Plan is subject to shareholder approval and acceptance by the TSX Venture Exchange;
the Plan will be administered by the Company's Board of Directors or, if the Board so designates, a Committee of the Board appointed in accordance with the Plan to administer the Plan;
the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the issued and outstanding shares of the Company at that time, less the number of shares, if any, subject to existing options;
following termination of an optionee's employment, directorship, consulting agreement or other qualified position, the optionee's option shall terminate upon the expiry of such period of time following termination, not to exceed 90 days (30 days if the optionee is engaged in providing investor relations services), as has been determined by the directors;
an option granted under the Plan will terminate one year following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
as long as required by Exchange policy, no one individual may receive options on more than 5% of the issued and outstanding shares of the Company (the "Outstanding Shares") in any 12 month period, no one consultant may receive options on more than 2% of the Outstanding Shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12 month period;
options may not be granted at prices that are less than the Discounted Market Price as defined in Exchange policy which, subject to certain exceptions, generally means the most recent closing price of the Company's shares on the Exchange, less a discount of from 15% to 25%, depending on the trading value of the Company's shares;
for any option which would otherwise expire during the period during which the Optionee was prohibited from trading in the Company’s securities (a “Blackout Period”), the term of such option shall be extended such that the option shall expire at the close of business on the tenth business day subsequent to the date the Blackout Period has been terminated;

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any amendment of the terms of an option shall be subject to any required regulatory and shareholder approvals; and
in the event of a reorganization of the Company or the amalgamation, merger or consolidation of the shares of the Company, the Board of Directors shall make such appropriate provisions for the protection of the rights of the optionee as it may deem advisable.

A copy of the Plan will be available for review at the Meeting.

Directors' Recommendation

The Board has determined that the renewal of the Plan is in the best interests of the Company and its shareholders and unanimously recommends that shareholders vote in favour of the ordinary resolution approving the renewal of the Plan.

Shareholder Approval

As disclosed above, the renewal of the Plan is subject to the Company receiving shareholder approval therefor.

The form of resolution to be placed before shareholders at the Meeting is as follows:

"Be it Resolved that, as an Ordinary Resolution, with or without amendment:

The renewal of the Company’s Stock Option Plan (the “Plan”) as described in the management information circular dated June 27, 2025, prepared in connection with this annual general and special meeting of shareholders, is hereby approved, ratified and confirmed, with or without amendment.
The form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Company,
The board of directors of the Company is authorized to perform such further acts and execute such further documentation as may be required to give effect to the foregoing."

The persons named in the form of proxy, if named as proxy, intend to vote such proxy in favour of the resolution to approve the renewal of the Plan, unless a shareholder has specified in its proxy that its common shares are to be voted against the resolution. If no choice is specified by the shareholder to vote for or against the resolution referred to above, the persons whose names are printed in the enclosed form of proxy intend to vote in favour of the resolution. (In the event the resolution to approve the renewal of the Plan is approved, the continuation of the Plan will be subject to the Company receiving shareholder approval for the renewal thereof at subsequent Annual General Meetings.)

OTHER MATTERS TO BE ACTED UPON

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment thereof. The Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

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ADDITIONAL INFORMATION

Additional information concerning the Company is available on SEDAR+ at www.sedarplus.ca. Financial information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2024.

Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion and Analysis may obtain them free of charge on SEDAR+ at www.sedarplus.ca, or may contact the Company as follows:

SILVER RANGE RESOURCES LTD.
Suite 510 – 1100 Melville Street
Vancouver, B.C. V6E 4A6
Telephone: 604-687-2522
E-mail: [email protected]

BOARD APPROVAL

The content and sending of this Information Circular has been approved by the Company's Board of Directors. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED at Vancouver, British Columbia, the 27th day of June, 2025.

ON BEHALF OF THE BOARD
“Michael A. Power”
MICHAEL A. POWER
President and Chief Executive Officer

SCHEDULE "A"

SILVER RANGE RESOURCES LTD.

(the "Company")

AUDIT COMMITTEE CHARTER

PURPOSE

The purpose of the Committee is to assist the Board in carrying out its responsibilities for the oversight and monitoring of the Company’s financial reporting and controls.

POLICY STATEMENT

The Committee expects management of the Company to operate in compliance with the Company’s corporate policies and with laws and regulations governing the Company, and to maintain strong financial reporting and control processes.

AUTHORITY

The Committee shall have the authority:

to institute investigations of improprieties, or suspected improprieties, within the scope of its responsibilities,
to inspect any and all books and records of the Company,
to discuss with Company personnel, any affected party and the Auditors, such accounts, records and other matters as any member of the Committee considers necessary and appropriate,
to engage independent counsel and other advisors as it determines necessary to carry out its duties, and
to access Company resources including administrative support to assist in carrying out its duties.

COMPOSITION

The Committee shall consist of at least three directors appointed by the Board.

The Board shall appoint the Chairman of the Committee.

At least one member of the Committee shall be an independent director and free from any relationship that in the opinion of the Board would interfere with his or her independent judgment as a member of the Committee.

A director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation.

The Secretary or the Assistant Secretary of the Company shall be the secretary of the Committee.

MEETINGS

The Committee shall meet a minimum of four times a year at such times and places as may be designated by the Chairman of the Committee, and whenever a meeting is requested by the Board, a member of the Committee, the Auditors or a Senior Officer (“Senior Officer”) of the Company.

Meetings shall correspond with the review of the Interim and Annual Financial Statements, MD&A, Press Releases and Reports to Shareholders.

Notice of each meeting of the Committee shall be given to each member of the Committee and to the Auditors, if applicable, who shall be entitled to attend each meeting of the Committee and shall attend whenever requested to do so by a member of the Committee.

Notice of a meeting of the Committee shall be in writing, stating the nature of the business to be transacted at the meeting in reasonable detail, be accompanied by copies of documentation to be considered at the meeting (to the extent practicable), and be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.

A quorum for a meeting of the Committee shall be a majority of the members of the Committee. However it shall be the practice of the Committee to require review and, if necessary, approval of all important matters by all members of the Committee.

A member of the Committee may participate in a meeting of the Committee by telephone, and such member shall be deemed to be present at the meeting.

In the absence of the Chairman of the Committee, the members of the Committee shall choose one of the members present to chair the meeting.

In the absence of the Secretary or the Assistant Secretary of the Company, the members of the Committee shall choose one of the persons present to be the secretary of the meeting.

Minutes of all meetings of the Committee shall be signed by the Chairman of the Committee and the Secretary of the meeting. Such minutes shall be filed with the Secretary of the Company at the earliest opportunity after each meeting.

A resolution in writing, signed by all members of the Committee is valid as if passed at a meeting of the Committee.

The Committee shall, at the next regular Board meeting after each Committee meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.

RELIANCE ON EXPERTS

In discharging their duties, each Committee member shall be entitled to rely in good faith upon:

financial statements represented by a Senior Officer or the Auditors to present fairly the financial position of the Company in accordance with generally accepted accounting principles, and
any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

LIMITATIONS ON COMMITTEE'S DUTIES

Each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this charter is intended, or may be construed, to impose on any member of the Committee a standard of care or

diligence that is in any way more onerous or extensive than the standard to which all board members are subject. The essence of the Committee’s duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Company’s responsibilities are being met and to enable the Committee to report thereon to the Board.

RELATIONSHIP WITH EXTERNAL AUDITOR

The Auditors shall be accountable to the Board through the Committee. The Auditors shall report all material issues or potentially material issues to the Committee.

RESPONSIBILITIES AND DUTIES

Charter

The Committee shall:

prepare a written charter adopted by the Board setting out its mandate, responsibilities and duties, and
assess on an annual basis the adequacy of the Charter.

Communications

The Committee shall:

have direct, open and frank communications with management, other committee chairmen, the Auditors and other key committee advisors as applicable,
if applicable, establish procedures for the treatment of complaints, if any, received by the Company regarding accounting, internal accounting controls or auditing matters, and
if applicable, establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting and auditing matters.

Auditors

The Committee shall:

select and recommend to the Board, the Auditors 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,
consider and recommend to the Board the compensation of the Auditors,
obtain from the Auditors a formal written statement concerning the Auditor’s independence and review and discuss with the Auditors all disclosed relationships or services that could impact on their objectivity and independence,
review the Auditors’ annual audit plan, including scope, staffing, materiality and areas of special emphasis prior to the commencement of the audit,
evaluate the performance of the Auditors and recommend to the Board the discharge of the Auditors when circumstances are warranted,
pre-approve all non-audit services to be provided by the Auditors (except for any services prohibited by legislation) and consider the potential impact of such services on the Auditors’ independence (subject to the DeMinimus Non-Audit Services and Delegation of Pre-Approval Function exemptions as such terms are defined in MI 51-110),
review and discuss with the Auditors the results of their audit (upon completion of their audit and prior to the filing or releasing of the annual financial statements),

review and resolve any disagreements and unresolved issues between management and the Auditors that could affect the financial reporting,
review the extent to which recommendations made by the Auditors have been implemented, and
meet separately with the Auditors in the absence of management at least once annually and discuss among other things any significant disagreements with management, any restrictions on the scope of work or access to required information, the susceptibility of a material misstatement in the financial statements due to fraud and the adequacy of the Company’s accounting and financial personnel.

Financial reporting

The Committee shall:

review the Company’s Interim and Annual Financial Statements and related MD&A, Press Releases and Report to Shareholders, before public disclosure of this information, and recommend for approval by the Board if appropriate,
review all public disclosure documents containing financial information derived from the Company’s financial statements including any prospectuses, offering memorandums, business acquisitions reports, annual reports, annual information forms, MD&A and Press Releases, and if appropriate, recommend for approval by the Board,
determine 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 and annually review the adequacy of these procedures,
in conjunction with the review of the Interim and Annual Financial Statements, review the following with management and the Auditors (if the Auditors have performed a review or audit of the financial statements):
critical accounting policies, changes in accounting policies and new accounting policies adopted by the Company,
alternative accounting policies that have been discussed with management and the policies preferred by the Auditors,
significant estimates made by management and the view of the Auditors as to the appropriateness of such estimates,
significant financial reporting issues that have arisen and the resolution or proposed resolution of such issues,
significant transactions outside the normal business of the Company,
related party transactions, and
new or proposed accounting pronouncements and regulatory developments and their relevance to the Company,
review with management, the Auditors and if necessary legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material affect upon the Company’s financial statements and the manner in which such matters have been disclosed in the financial statements,
review any correspondence that the Company may receive from securities regulators or government agencies relating to financial reporting matters, and
review the financial statement certification process.

Internal controls and risk

The Committee shall:

review on an annual basis with management and in consultation with the Auditors the appropriateness and effectiveness of the Company's internal controls, policies and business practices which impact the financial integrity of the Company, including those relating to accounting, information systems, financial reporting, management reporting, insurance and risk management,
consider and review with management any recommendations of the Auditors regarding weaknesses in internal controls and the extent to which recommendations made by the Auditors have been implemented by management,
review the hedging and other risk management policies and procedures of the Company, and
review with management the amount and terms of any insurance to be obtained or maintained by the Company with respect to risks inherent in its operations and potential liabilities that may be incurred by the directors or Senior Officers in the discharge of their duties and responsibilities.

Other

The Committee shall:

review the status of the Company's tax returns,
review the appointments of the Chief Financial Officer and any key financial managers who are involved in the financial reporting process,
review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former Auditors,
if applicable, review and approve the reasonableness of the expenses of the Chairman of the Board and the Chief Executive Officer,
develop a calendar of activities to be undertaken by the Committee for each ensuing year and submit the calendar in the appropriate format to the Board following each Annual General Meeting,
review reports from management with respect to the Corporation's compliance with laws and regulations having a material impact on the Financial Statements including:
(a) tax and financial reporting laws and regulations,
(b) legal withholding requirements,
(c) environmental protection laws and regulations, and
(d) other laws and regulations which expose directors to liability,
obtain certificates from Senior Officers containing such representations as the Committee may request, and
perform any other activities consistent with the Charter, the Company bylaws and governing law, as the Board or the Committee deems necessary or appropriate.

AI assistant

Silver Range Resources Ltd. — Proxy Solicitation & Information Statement 2025

46877_rns_2025-07-10_c435d540-f2b1-4c30-b868-3b797bd579d6.pdf

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Notice and Access

Appointment and Revocation of Proxies

Voting of Shares and Exercise of Discretion of Proxies

Advice to Beneficial Holders of Common Shares

Distribution to NOBOs

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A. Voting Securities

B. Record Date

C. Principal Holders

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

STATEMENT OF EXECUTIVE COMPENSATION

A. General Provisions

ELEMENTS OF THE COMPENSATION PROGRAM FOR FISCAL YEAR 2024

SALARIES AND CONSULTING FEES

STOCK OPTIONS

RISK CONSIDERATIONS

D. Incentive Plan Awards

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

OPTION REPRICINGS

E. Pension Plan Benefits

F. Termination and Change of Control Benefits

G. Director Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

1. Board of Directors

2. Directorships

3. Orientation and Continuing Education

4. Ethical Business Conduct

5. Nomination of Directors

6. Compensation

7. Other Board Committees

8. Assessments

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

A. Audit Committee Charter

B. Composition of the Audit Committee

C. Relevant Education and Experience

E. Exemption

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors

B. Appointment of Auditors

Directors' Recommendation

Shareholder Approval

Directors' Recommendation

Shareholder Approval

"Be it Resolved that, as an Ordinary Resolution, with or without amendment:

OTHER MATTERS TO BE ACTED UPON

ADDITIONAL INFORMATION

BOARD APPROVAL

SCHEDULE "A"

SILVER RANGE RESOURCES LTD.

AUDIT COMMITTEE CHARTER

PURPOSE

POLICY STATEMENT

AUTHORITY

COMPOSITION

MEETINGS

RELIANCE ON EXPERTS

LIMITATIONS ON COMMITTEE'S DUTIES

RELATIONSHIP WITH EXTERNAL AUDITOR

RESPONSIBILITIES AND DUTIES

Charter

Communications

Auditors

Financial reporting

Internal controls and risk

Other

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Silver Range Resources Ltd. Proxy Solicitation & Information Statement 2025