SILVER SPRUCE RESOURCES INC.

Notice of Annual and Special Meeting of Shareholders

Management Information Circular

Meeting Date: April 28, 2026

SILVER SPRUCE RESOURCES INC.
1300-1969 Upper Water Street, Halifax, NS B3J 3R7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting ("Meeting") of the shareholders ("Shareholders") of Silver Spruce Resources Inc. ("Corporation") will be held at the offices of McInnes Cooper, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Tuesday, April 28, 2026 at 2:00 p.m. (Atlantic Time) for the following purposes:

(a) to receive the financial statements of the Corporation for the years ended October 31, 2025, and October 31, 2024, together with the reports of the auditors thereon. No vote by Shareholders with respect thereto is required or proposed to be taken;
(b) to elect directors of the Corporation for the forthcoming year;
(c) to appoint the auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration;
(d) to consider, and if deemed advisable, to approve the second amended and restated stock option plan in the form attached as Appendix "A" to the management information circular accompanying and forming part of this notice of meeting; and
(e) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular.

Only Shareholders of record as of the close of business on Thursday, March 19, 2026, are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you from voting at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation's transfer agent, TSX Trust Company, not later than Friday, April 24, 2026 at 2:00 p.m. (Atlantic Time). A Registered Shareholder must return the completed proxy to TSX Trust Company, as follows:

(a) by mail in the enclosed envelope to the attention of TSX Trust Company Proxy Department, PO Box 721, Agincourt, Ontario, M1S 0A1;
(b) by the Internet as described on the enclosed proxy;
(c) by facsimile to 416-607-7964; or
(d) by hand to 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 3 of the attached Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

Dated at Halifax, Nova Scotia, as of the 20th day of March, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Kevin O’Connor”
KEVIN O’CONNOR, Director

SILVER SPRUCE RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING...1
BUSINESS TO BE TRANSACTED AT THE MEETING...4
Presentation of Financial Statements...4
Election of Directors...5
Appointment of Auditor...6
Approval of Second Amended and Restated Incentive Stock Option Plan...7
EXECUTIVE COMPENSATION...9
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...11
CORPORATE GOVERNANCE...11
PROPOSALS BY SHAREHOLDERS...15
ADDITIONAL INFORMATION...15
APPROVAL OF CIRCULAR...15
APPENDIX "A" SECOND AMENDED AND RESTATED OPTION PLAN...16
APPENDIX "B" CHANGE OF AUDITOR REPORTING PACKAGE...17
APPENDIX "C" AUDIT COMMITTEE CHARTER...18

SILVER SPRUCE RESOURCES INC.
MANAGEMENT INFORMATION CIRCULAR
(as at March 20, 2026 except as indicated)
(in Canadian dollars)

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF SILVER SPRUCE RESOURCES INC. ("Corporation") for use at the annual and special meeting of the shareholders of the Corporation ("Shareholders") to be held at Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Tuesday, April 28, 2026 at 2:00 p.m. (Atlantic Time) ("Meeting"), or at any adjournment thereof, for the purposes set forth in the accompanying notice of meeting ("Notice of Meeting").

Solicitation of Proxies

Solicitation of proxies will be primarily by mail but may also be by telephone or other means of communication by the directors, officers, employees or agents of the Corporation at nominal cost. All costs of solicitation will be paid by the Corporation. The Corporation will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

Appointment and Revocation of Proxies

Shareholders of the Corporation may be "Registered Shareholders" or "Non-Registered Shareholders". If common shares of the Corporation ("Common Shares") are registered in the Shareholder's name, they are said to be owned by a "Registered Shareholder". If Common Shares are registered in the name of an intermediary and not registered in the Shareholder's name, they are said to be owned by a "Non-Registered Shareholder". An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Common Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

The persons named in the enclosed instrument appointing a proxy are officers and directors of the Corporation. Each Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for him or her at the Meeting other than the persons designated in the enclosed form of proxy. Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under "Registered Shareholders" or "Non-Registered Shareholders", as applicable.

If any Shareholder receives more than one (1) proxy or voting instruction form, it is because that Shareholder's shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two (2) methods by which they can vote their Common Shares at the Meeting, namely during the Meeting or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with the Circular. Sending in a proxy will not prevent a Registered Shareholder from voting at the Meeting. The vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or who do not wish to vote during the Meeting can vote by proxy.

Proxies must be received by the Corporation's transfer agent, TSX Trust Company ("TSX Trust"), not later than Friday, April 24, 2026, at 2:00 p.m. (Atlantic Time). A Registered Shareholder must return the completed proxy to TSX Trust Company, as follows:

(e) by mail in the enclosed envelope to the attention of TSX Trust Company Proxy Department, PO Box 721, Agincourt, Ontario, M1S 0A1;

(f) by the Internet as described on the enclosed proxy;

(g) by facsimile to 416-607-7964; or

(h) by hand to 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

To exercise the right to appoint a person or company to attend and act for a Registered Shareholder at the Meeting, such Shareholder must strike out the names of the persons designated on the enclosed instrument appointing a proxy and insert the name of the alternate appointee in the blank space provided for that purpose.

To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) at McInnes Cooper, counsel to the Corporation, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, Attn: Basia Dzierzanowska, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or at any adjournment thereof, or (ii) with the chairman of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Corporation are referred to as "OBOs".

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and either the voting instructions form ("VIF") or the form of proxy, as applicable, (collectively, the "Meeting Materials") directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Corporation will also pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

Meeting Materials Received by OBOs from Intermediaries:

The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Corporation who have not waived their rights to receive these materials, and to seek instructions as to how to vote the Common Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc. ("Broadridge")) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

(a) Usually, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.

(b) Occasionally, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Common Shares owned by the OBO but is otherwise not completed. This form of proxy does not need to be signed by the OBO but must be completed by the OBO and returned to TSX Trust in the manner described above for Registered Shareholders.

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Common Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting (or have another person attend and vote on his or her behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBO's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as "non-votes" because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such "non-votes" will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Corporation:

As permitted under NI 54-101, the Corporation has used a NOBO list to send the Meeting Materials directly to the NOBOs whose names appear on that list. If you are a NOBO and Broadridge, on behalf of the Corporation, has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Corporation have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Corporation can expect to receive a scannable VIF from Broadridge. Please complete and return the VIF to Broadridge in accordance with the instructions in the VIF. Broadridge will provide a report regarding completed VIFs to TSX Trust, which will then tabulate the results of the VIFs received from the Corporation's NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The intermediary holding Common Shares on your behalf has appointed you as the proxyholder of such Common Shares, and therefore you can provide your voting instructions by completing the VIF.

Participation in the Meeting by Non-Registered Shareholders:

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

Notice-and-Access

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102, Continuous Disclosure Obligations.

Exercise of Proxies

Where a choice is specified, the Common Shares represented by proxy will be voted for, withheld from voting or voted against, as directed, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority to vote for, withhold from voting, or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed instrument appointing a proxy to vote in accordance with the recommendations of management of the Corporation.

Voting Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 31,370,189 were issued and outstanding as of the Record Date (as defined below).

The board of directors of the Corporation (the "Board" or "Board of Directors") has fixed the record date for the Meeting as the close of business on Thursday, March 19, 2026 (the "Record Date"). Only Shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting.

Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Common Share at the Meeting.

Quorum

Two (2) persons present and each entitled to vote at the Meeting and authorized to cast at the Meeting in aggregate not less than ten percent (10%) of the total number of votes attaching to all shares of the Corporation carrying the right to vote will constitute a quorum at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, no other person or company beneficially owns, or exercises control or direction over, directly or indirectly, ten percent (10%) or more of the voting rights attached to the outstanding Common Shares.

BUSINESS TO BE TRANSACTED AT THE MEETING

Presentation of Financial Statements

The financial statements of the Corporation, the auditor's reports thereon and management's discussion and analysis for the years ended October 31, 2025 and October 31, 2024, are filed on SEDAR+ under the Corporation's profile and will be presented to the Shareholders at the Meeting.

Election of Directors

The Articles of Incorporation of the Corporation provide that the size of the Board must consist of not less than three (3) director and not more than ten (10) directors to be elected annually.

The persons named in the list that follows are, in the opinion of management, well qualified to direct the Corporation's activities for the ensuing year. They have all confirmed their willingness to continue to serve as directors, if elected or re-elected. The term of office of each director elected will be until the next annual meeting of the Shareholders or until the position is otherwise vacated.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing a proxy will have the right to use their discretion in voting for a properly qualified substitute.

Name, City and Province of Residence	Principal Occupation	Director Since	Current Position(s) with the Corporation	Common Shares of the Corporation Owned, Controlled or Directed(1)
Michael Kinley(2)
Halifax, NS, Canada	Chief Executive Officer and Chief Financial Officer of the Corporation; Director and Chief Financial Officer of Opus Gold Corporation and Canada One Mining Corp.	2021	Chief Executive Officer, Chief Financial Officer and Director	8,000
Kevin O’ Connor (3)(4)
Glen Echo, MD, USA	Director of Colibri Resource Corp.	2018	Director	380,221
Kevin Thieneman (4)
Hilton Head Island, SC, USA	Board of Advisors, Cornwell Capital (USA)	2020	Director	18,000
Paul K. Smith
Wolfville, NS, Canada	Chief Financial Officer of Triple One Metals Inc., Professional Geologist and Vice President, Exploration of the Corporation	N/A	Vice President, Exploration	0

Notes:
(1) Effective November 4, 2025, the Corporation consolidated its issued and outstanding Common Shares on a 1-for-15 basis. In connection with the consolidation, all Common Shares in the table above reflect the Common Shares on a post-consolidation basis.
(2) 1,333 Common Shares are held by Winslow Associates Management & Communications Inc., a company controlled by Mr. Kinley.
(3) 369,889 Common Shares are held by Cedar Forest, Inc., a company wholly owned and controlled by Mr. O'Connor.
(4) Member of the Audit Committee. Mr. Thieneman is the Chair of the Audit Committee.

Michael Kinley – Director, Chief Executive Officer and Chief Financial Officer – Mr. Kinley has served as an officer and/or Director of several junior public companies over the past 25 years, and prior to that was a partner with KPMG. He is presently a Director and CFO of Opus Gold Corporation (TSXV:OOR) and Canada One Mining Corp. (TSXV:CONE).

Kevin O'Connor – Director – Mr. O'Connor is an attorney based out of Glen Echo, Maryland. He is presently a non-executive Director of Colibri Resources Corporation (TSXV:CBI). Mr. O'Connor was General Counsel, Asia Pacific for Navistar Inc. He was previously legal counsel for Caterpillar Inc, where he worked for 11 years. Prior to moving in-house, he was a litigation attorney in Los Angeles for 5 years. Mr. O'Connor has also lived and worked in Peoria, IL, Beijing, China and Lisle, IL. Having lived in China for 10 years, Kevin is fluent in Mandarin Chinese (spoken/written). He is a licensed attorney in Illinois (active) and California (inactive).

Kevin Thieneman – Director – Mr. Thieneman serves on the board of directors of Cornwell Capital (USA) and Plymouth Tube Co. He was formerly the President of Caterpillar Inc. Forest Products Division and Chairman for LiuGong Americas. LiuGong Machinery is one of China's largest construction and mining equipment manufacturers with sales and operations worldwide. He is a global executive with decades of experience in turnarounds of manufacturing operations and end-to-end businesses; and with extensive on-the-ground experience in China and India. He previously Chaired the U.S.-ASEAN Business Council infrastructure committee while leading delegations to Indonesia and Vietnam. Mr. Thieneman is a graduate of Duke University, Juris Doctorate, with honors. His previous experience includes working as a licensed attorney and Certified Public Accountant in the State of Illinois.

Paul K. Smith – Mr. Smith (P. Geo.) is a graduate of Acadia University in Nova Scotia and is a registered professional geologist. He is a structural geologist by training and has extensive public and private experience working in government and the private sector. Paul has global gold and base metal experience working underground and on surface, in addition to both an environmental and First Nations working background in Canada. He also has experience travelling to Mexico performing geological work on the Bilbao Deposit there. He currently serves as CFO for Triple One Metals Inc. after serving as its President & CEO for a number of years. Mr. Smith is also Founder and President of Earth Science Consulting NS 2025 Ltd.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director of the Corporation:

(a) is, as of the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) that was subject to an order that was issued while the proposed director was acting in the capacity of director or executive officer or that was subject to an order that was issued after the proposed director ceased to be director or executive officer which resulted from an event that occurred while that person was acting in the capacity as director or executive officer;

(b) is, as of the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver management or trustee appointed to hold its assets; or

(c) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeds, arrangement or compromise with creditors, or had a received, receiver manager or trustee appointed to hold the assets of the proposed director.

Appointment of Auditor

On October 24, 2025, Doane Grant Thornton LLP (“Doane Grant Thornton”), on its own initiative, notified the Corporation of its decision to decline to stand for reappointment as auditors of the Corporation for the year ended October 31, 2025. The resignation of Doane Grant Thornton was considered by the Board and accepted. A copy of the “reporting package” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)) is attached hereto as Appendix “B” and has been filed on SEDAR+ under the Corporation’s profile. As indicated in the “Notice of Change of Auditor” contained in the reporting package, there have been no (i) modified opinions expressed in Doane Grant Thornton’s reports on the financial statements of the Corporation for the years ended October 31, 2024 and 2023, and (ii) no reportable events (as defined in NI 51-102). Doane Grant Thornton

acknowledged the "Notice of Change of Auditor" contained in the reporting package and indicated that it agreed with all of the statements contained therein.

Following the resignation of Doane Grant Thornton as auditors of the Corporation, the Board determined to appoint Charlton & Company as the Corporation's auditors and has proposed Charlton & Company for appointment at the Meeting. The Shareholders will be asked at the Meeting to vote for the appointment of Charlton & Company as auditor of the Corporation until the next annual meeting of Shareholders of the Corporation, at a remuneration to be fixed by the Board.

It is intended that all proxies received will be voted in favour of the appointment of Charlton & Company as auditor of the Corporation, unless a proxy contains instructions to withhold the same from voting. Greater than 50% of the votes of Shareholders present or represented by proxy at the Meeting are required to approve the appointment of Charlton & Company as auditor of the Corporation.

Approval of Second Amended and Restated Incentive Stock Option Plan

Introduction

The Corporation established, with shareholder and TSX Venture Exchange (the "Exchange") approval, an incentive stock option plan in November 2024 (the "Plan").

Background to and Reasons for the Amendment and Restatement

The Corporation is proposing to amend and restate the Plan, subject to Exchange approval, to comply with Exchange Policy 4.4 – Security Based Compensation. At the Meeting, Shareholders will be asked to approve the ordinary resolution set out below under the heading "Shareholder Approval" to amend and restate the Plan substantially in the form attached as Appendix "A" to this Circular (the "Second Amended and Restated Plan"). Subsequently, the Shareholders will be asked to approve the Second Amended and Restated Plan annually in accordance with the rules and policies of the Exchange.

Summary of the Second Amended and Restated Plan

The following information is intended as a brief description of the Second Amended and Restated Plan and is qualified in its entirety by the full text of the Second Amended and Restated Plan attached as Appendix "A" to this Circular. Terms that are capitalized but not defined herein shall have the meaning assigned to them under Schedule "A" of the Second Amended and Restated Plan.

The Second Amended and Restated Plan is administered by the Board of Directors of the Corporation, but may be administered by a special committee of which at least a majority are directors if one is appointed by the Board of Directors. Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of any person or company which provides management services to the Corporation or its subsidiaries, are eligible for participation in the Amended and Restated Plan.

The aggregate number of Common Shares that may be reserved for issuance under the Second Amended and Restated Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares of the Corporation from time to time. The number of Common Shares subject to an option to a participant shall be determined by the Board of Directors, but no participant shall be granted an option which exceeds the maximum number of shares permitted by the Exchange or any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. In particular:

(i) the total number of Common Shares to be optioned shall not exceed 10% of the issued and outstanding Common Shares of the Corporation;

(ii) the issuance to any one insider within a twelve (12) month period, shall not exceed 5% of the outstanding issue of the Corporation at the time of such grant;

(iii) the issuance to insiders as a group shall not exceed 10% of the issued and outstanding shares of the Corporation at any point in time;

(iv) the maximum aggregate number of shares that are issuable pursuant to all options granted in any 12 month period to insiders as a group must not exceed 10% of the issued and outstanding shares, calculated as at the date any option is granted to any insider;

(v) a Participant, other than an insider, can receive grants of no more than 5% of the outstanding issue of the Corporation in any twelve (12) month period;

(vi) a Consultant can receive grants of no more than 2% of the outstanding issue of the Corporation in any twelve (12) month period;

(vii) an Employee conducting Investor Relations Activities can receive grants of no more than 2% of the outstanding issue of the Corporation in any twelve (12) month period; and

(viii) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to persons engaged in Investor Relations Activities, shall not exceed 2% of the outstanding issue of the Corporation in any twelve (12) month period.

The exercise price of the Common Shares covered by each option shall be determined by the Board of Directors, provided that the exercise price shall not be less than the price permitted by the Exchange or any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction, and in any event shall not less than the Discounted Market Price (as defined in the Exchange Policy 1.1).

Subject to any vesting restrictions imposed by the Exchange, the Board may determine the time during which options vest and the method of vesting, or that no vesting restriction shall exist. No options are exercisable until they are vested.

The maximum term of an option is five (5) years, provided that Participant's options expire ninety (90) days from the date of the Participant's termination of employment (or contractual relationship or other office), or thirty (30) days in the case of a Participant engaged in investor relations activities, except upon the death of a Participant, in which case his or her estate shall have one (1) year in which to exercise the outstanding options from the date of the Participant's cessation of employment or other office by reason of death. The option period of an option held by an insider of the Corporation (as defined in the policies of the Exchange) may not be extended unless disinterested shareholder approval is obtained for such extension.

No options are transferable or assignable.

Subject to the approval of the Exchange, the Board of Directors has the discretion to amend or terminate the Second Amended and Restated Plan; provided however, no amendment shall alter the terms of any outstanding options unless Shareholder approval, or disinterested Shareholder approval, as the case may be, is obtained.

Existing Stock Options

As of March 16, 2026, the Corporation had stock options outstanding under the Plan that were exercisable to acquire, in the aggregate, 2,166,667 Common Shares. See "Securities Authorized for Issuance Under Equity Compensation Plans" for additional information with regard to the options outstanding as at October 31, 2025. In the event that the Second Amended and Restated Plan is approved, stock options that are issued and outstanding under the Plan shall be treated as options granted under the Second Amended and Restated Plan.

Shareholder Approval

The Second Amended and Restated Plan is a "rolling" stock option plan as described in Exchange Policy 4.4. Under Exchange Policy 4.4, the Corporation is required to obtain the approval of its shareholders to any stock option plan

that is a "rolling" plan at the time it is implemented or amended and yearly at the Corporation’s Annual Meeting. Accordingly, shareholders will be asked to consider, and if deemed advisable, to approve the following resolution:

"It is resolved that:

the repeal of the amended and restated stock option plan of the Corporation dated November 5, 2024, and the approval and adoption of the second amended and restated stock option plan (the "Second Amended and Restated Plan"), in the form attached as Appendix "A" to the Management Information Circular of the Corporation dated March 20, 2026, be and is hereby ratified, confirmed and approved;
the form of the Second Amended and Restated Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the Shareholders;
the Corporation be authorized to grant stock options pursuant and subject to the terms and conditions of the Second Amended and Restated Plan;
the outstanding stock options which have been granted prior to the implementation of the Second Amended and Restated Plan shall, for the purpose of calculating the number of stock options that may be granted under the Second Amended and Restated Plan, be treated as options granted under the Second Amended and Restated Plan; and
the directors and officers of the Corporation be authorized and directed to perform all such acts and deeds and things and execute, under seal of the Corporation or otherwise, all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution."

It is intended that all proxies received will be voted in favour of the resolution to approve the Second Amended and Restated Plan, unless a proxy contains instructions to vote against the resolution. Greater than 50% of the votes cast by Shareholders present in person or by proxy is required to approve the Second Amended and Restated Plan.

Other Business

While there is no other business other than that mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act there under.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

The following sets forth the information required under Form 51-102F6V, Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") regarding all compensation paid, payable, awarded, granted, given, or otherwise provided during the financial period ended October 31, 2024 and the year ended October 31, 2025 to all persons acting as directors or as "Named Executive Officers" or "NEOs".

The following persons are Named Executive Officers of the Corporation under Form 51-102F6V:

(a) the Corporation’s chief executive officer ("CEO");
(b) the Corporation’s chief financial officer ("CFO");
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) any additional individuals who would have been an NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

For the financial year ended October 31, 2025, the Corporation had one NEO, Michael Kinley, the CEO and CFO of the Corporation.

Total Compensation

The following table sets forth all compensation paid or payable to each director and NEO by the Corporation during the financial period ended October 31, 2024 and the year ended October 31, 2025.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Michael Kinley
Director, President, CEO, CFO and Secretary	2025	$17,250	Nil	N/A	Nil	Nil	$17,250
	2024	$45,000	Nil	N/A	Nil	Nil	$45,000
J. Gregory Davison
Former Director and VP Exploration	2025	$0	Nil	N/A	Nil	Nil	$0
	2024	$73,301	Nil	N/A	Nil	Nil	$73,301
Kevin O’Connor
Director	2025	$38,000	Nil	N/A	Nil	Nil	$38,000
	2024	Nil	Nil	N/A	Nil	Nil	Nil
Kevin Thieneman
Director and Chair of the Board	2025	$25,000	Nil	N/A	Nil	Nil	$25,000
	2024	Nil	Nil	N/A	Nil	Nil	Nil

Compensation Securities

During the year ended October 31, 2025, no options or other compensation securities were issued to directors or officers of the Corporation for compensation purposes.

Incentive Plans

The Plan is the sole equity compensation plan adopted by the Corporation. For a description of the Plan and the proposed Amended and Restated Plan, see "Business to be Transacted at the Meeting – Approval of Second Amended and Restated Incentive Stock Option Plan".

Employment, Consulting and Management Agreements

The Corporation has come to an agreement with Paul K. Smith that he will receive compensation of $5,000 per month for his services as Vice President, Exploration of the Corporation.

Pension Disclosure

The Corporation does not provide any form of pension to any of its directors and NEOs.

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Oversight and Description of Director and Named Executive Officer Compensation

The Corporation’s Board of Directors is responsible for the oversight of the Corporation’s strategy, policies and programs for the compensation and development of directors and NEOs.

Named Executive Officer Compensation

The Corporation does not currently have a formal executive compensation program in place. Compensation of the Corporation’s NEO is determined by the Board. The Board uses its significant industry experience to determine the appropriate level of compensation. NEOs are eligible to receive Options pursuant to the Plan at the discretion of the Board. See table under the "Total Compensation" heading above for details regarding NEO compensation.

Director Compensation

The Corporation does not pay fees to its Board members at this time. Directors are eligible to receive options pursuant to the Plan at the discretion of the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Plan is the sole equity compensation plan adopted by the Corporation. The following table sets out information as of October 31, 2025, with regard to outstanding Options and Common Shares authorized for issuance under the Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (CAD) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) (c)
Equity compensation plans approved by Shareholders (the Plan)	66,666^{(1)}	$0.05	3,070,352
Equity compensation plans not approved by Shareholders	N/A	N/A	N/A
Total:	66,666	N/A	3,070,352^{(2)}

Notes:
(1) The Corporation had 1,000,000 options outstanding prior to the Corporation’s 15:1 share consolidation that took effect on November 5, 2025, which reduced the outstanding balance of options from 1,000,000 to 66,666.
(2) This number equals 10% of the total issued and outstanding Common Shares on October 31, 2025 (which was 31,370,189) less the number of Common Shares reported under Column (a) above.

For a description of the Plan, see "Business to be Transacted at the Meeting – Approval of Second Amended and Restated Incentive Stock Option Plan".

CORPORATE GOVERNANCE

The Board endorses the efforts of the securities commissions or similar regulatory authorities across Canada in continuing the evolution of good corporate governance practices. The Board is committed to adhering to the highest standards in all aspects of its activities.

The corporate governance practices described below are subject to change as the Corporation evolves. Some of its practices are representative of its junior size; however, the Corporation expects to periodically monitor and refine such

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practices as the size and scope of its operations increase. The Board remains sensitive to corporate governance issues and continuously seeks to set up the necessary measures, control mechanisms and structures to ensure an effective discharge of its responsibilities without creating additional undue overhead costs and reducing the return on shareholders' equity.

Board of Directors

The Board is currently comprised of three (3) directors, two (2) of whom are "independent" within the meaning of National Instrument 52-110, Audit Committees ("NI 52-110"). Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the directors' independent judgment. In addition, certain individuals, by definition, are deemed to have a "material relationship" with the Corporation and therefore are deemed not to be independent.

The Board convenes formal Board meetings periodically on an ad hoc basis during the year on an as-needed basis to review and discuss the Corporation's business activities, and to consider and if thought fit, to approve matters presented to the Board for approval, and to provide guidance to management. In addition, management informally provides updates to the Board at least once per quarter between formal Board meetings. In general, management consults with the Board when deemed appropriate to keep the Board informed regarding the Corporation's affairs.

The Board facilitates the exercise of independent supervision over management through these various meetings. When necessary, the Board will strike a special committee of independent directors to deal with matters requiring independence. The composition of the Board is such that the independent directors have significant experience in business affairs. As a result, these Board members provide significant and valuable independent supervision over management. Kevin O'Connor and Kevin Thieneman, current directors of the Corporation, are considered independent of the Corporation. Michael Kinley is not considered independent as he is the CEO and CFO of the Corporation.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation's business in the ordinary course, managing the Corporation's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic and annual operating plans.

Directorships

Kevin Thieneman serves on the board of directors of Cornwell Capital and Plymouth Tube Co., Kevin O'Connor serves on the board of directors of Colibri Resource Corporation, and Michael Kinley serves on the board of directors of Opus Gold Corporation and Canada One Mining Corp.

Orientation and Continuing Education

At present, the Corporation does not provide a formal orientation and education program for new directors. Prior to joining the Board, potential Board members are encouraged to meet with management and inform themselves regarding management and the Corporation's affairs. The Corporation currently has no specific policy regarding continuing education for directors, and requests for education are encouraged, and dealt with on an ad hoc basis.

Ethical Business Conduct

The primary step taken by the Corporation to encourage and promote a culture of ethical business conduct is to conduct appropriate due diligence on proposed directors and ensure that proposed directors are of the highest ethical standards. The Board also has adopted written code of business conduct and corporate governance.

Certain of the Corporation's directors serve as directors or officers of other reporting issuers or have significant shareholdings in other companies. To the extent that such other companies may participate in business ventures in

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which the Corporation may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction. In addition, any director or officer who may have an interest in a transaction or agreement with the Corporation is required to disclose such interest and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Diversity of the Board & Senior Management

While the Corporation believes that nominations to the Board and appointments to senior management should be based on merit, the Corporation recognizes that diversity supports broader and balanced perspective, debate and discussion which, in turn, enhances decision-making.

The Board will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Board will consider the level of diversity (including the representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (collectively, "members of designated groups")) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Board will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

The Corporation has not adopted a formal written diversity policy and has not established targets with respect to the appointment of individuals to the Board or senior management who self-represent as being members of designated groups. Due to the small size of the Board and the management team, the Board does not believe that a formal policy is necessary to ensure that diversity (including the level of representation of members of designated groups) is included as a factor in its decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

As of the date hereof, the Corporation has three directors and two members of senior management, which members of senior management are also directors. None of the Corporation's directors or members of senior management identify as being an Indigenous person, a person with a disability, a member of a visible minority or a woman.

Audit Committee

Audit Committee's Charter

The Audit Committee has a written charter, a copy of which is included in Appendix "C" to this Circular.

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Composition of the Audit Committee

The members of the Audit Committee are Kevin O'Connor and Kevin Thieneman. Mr. Thieneman acts as Chair of the Audit Committee. Both members of the Audit Committee are independent and financially literate within the meaning of NI 52-110 (Audit Committees).

Relevant Education and Experience

For a summary of the education and experience of each Audit Committee member relevant to their responsibilities on the Audit Committee, see their biographies included under "Business to be Transacted at the Meeting – Election of Directors".

Reliance on Certain Exemptions

At no time since incorporation has the Corporation relied upon the exemptions in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member), subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption) of NI 52-110. The Corporation is relying on the exemption set out in section 6.1 of NI 52-110 applicable to venture issuers.

Pre-Approval Policies and Procedures

Except as otherwise set forth in the Audit Committee charter, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Services Fees

The aggregate fees incurred for audit and non-audit services provided by Charlton & Company and Doane Grant Thornton for the years ended October 31, 2023, 2024 and 2025 are as follows:

Nature of Services	Year ended October 31, 2025	Year ended October 31, 2024	Year ended October 31, 2023
Audit Fees^{(1)}	$30,000	$45,000	$31,000
Audit-Related Fees^{(2)}	$0	$0	$0
Tax Fees^{(3)}	$0	$0	$0
All Other Fees^{(4)}	$0	$0	$0
Total	$30,000	$45,000	$31,000

Notes:
(1) "Audit Fees" include fees necessary to perform the annual audit of the Corporation's financial statements. Audit Fees also include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements, including audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) "Audit-Related Fees" include services that are traditionally performed by the auditors, including employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This includes fees for tax compliance, tax planning and tax advice.
(4) "All Other Fees" include all other non-audit services provided by Doane Grant Thornton and Charlton and Company.

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Assessments

At present, the Board does not have a formal process for assessing the effectiveness of the Board, its committees and whether individual directors are performing effectively. These matters are dealt with on a case-by-case basis at the Board level.

Aggregate Indebtedness of Directors and Officers

As at of date of this Circular, the Corporation has not made any loans to officers, directors, employees or former officers, directors and employees of the Corporation.

Interest of Management and Others in Material Transactions

None of the directors, NEOs or any associate or affiliate of such person or the Corporation has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed fiscal year or in any proposed transaction that has materially affected or will materially affect the Corporation.

PROPOSALS BY SHAREHOLDERS

The Corporation will include proposals from Shareholders that comply with applicable laws in next year’s management information circular for the Corporation’s next annual meeting of the Shareholders to be held in respect of the fiscal year ending on October 31, 2026. Please send your proposal to the head office of the Corporation at 115 Wimbledon Road, Bedford, Nova Scotia, B4A 3X8 by January 28, 2027.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be obtained from the Corporation's public disclosure found on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Corporation's comparative annual financial statements and management discussion & analysis ("MD&A") for its most recently completed financial year. The financial statements and MD&A are available on SEDAR+ at www.sedarplus.ca.

To request copies of the Corporation's financial statements or MD&A, Shareholders may contact Brian White at Silver Spruce Resources Inc., 550 Bedford Highway, Suite 802, Sun Tower, Bedford, Nova Scotia B4A 1E6, Telephone (902) 830-3103.

APPROVAL OF CIRCULAR

The contents and the distribution of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS, as of the 20th day of March, 2026.

(Signed) “Kevin O’Connor”

Kevin O’Connor
Director

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APPENDIX "A"

SECOND AMENDED AND RESTATED OPTION PLAN

(see attached)

SILVER SPRUCE RESOURCES INC.

SECOND AMENDED AND RESTATED STOCK OPTION PLAN

Purpose

The purpose of the Second Amended and Restated Stock Option Plan (the "Plan") of Silver Spruce Resources Inc., a body corporate incorporated under the Business Corporations Act (Alberta) (the "Corporation") is to advance the interest of the Corporation and its subsidiaries or affiliates by encouraging the directors, officers, employees and consultants of the Corporation to acquire shares in the Corporation, thereby increasing their proprietary interest, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of their affairs.

Interpretation

The Corporation's Common Shares are currently listed and posted for trading on the TSX Venture Exchange (the "Exchange"). The Plan must comply with the corporate finance policies (the "Policies") of the Exchange in force from time to time. The Plan shall be read and construed in accordance with the Policies. To the extent of any inconsistency between the Plan and the Policies, the Policies shall govern. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Policies. Certain definitions set forth in the Policies are listed in Schedule "A" attached hereto.

Administration and Granting of Options

The Plan shall be administered by the Board of Directors of the Corporation, or if appointed, by a special committee of which at least a majority are directors appointed from time to time by the Board of Directors of the Corporation (such committee, or if no such committee is appointed, the Board of Directors of the Corporation is hereinafter referred to as the "Committee") pursuant to rules and procedures fixed by the Board of Directors.

The Committee may from time to time designate Employees, Directors, Consultants or Management Company Employees of the Corporation or any of its subsidiaries or affiliates (collectively the "Participants") to whom Options to purchase Common Shares of the Corporation may be granted and the number of Common Shares to be optioned to each, provided that the total number of Common Shares to be optioned shall not exceed the number provided in sections 4 and 5 hereof. All Participants shall be, and the Corporation hereby represents that all Participants shall be, either bona fide Employees, Consultants, Directors or Management Company Employees, as the case may be.

Shares Subject to Plan

Subject to adjustment as provided in Section 13 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation's authorized but unissued Common Shares. The aggregate number of Common Shares to be delivered upon the exercise of all Options granted under the Plan including Options issued prior to adoption of the Plan (the "Options") shall not exceed 10% of the issued and outstanding shares of the Corporation. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall be available for the purpose of this Plan.

Terms and Conditions of Options

Each Option granted under this Plan shall be evidenced by a written agreement (each an "Agreement") approved by the Committee. Agreements may contain such additional provisions, not inconsistent with this Plan and the Policies as the Committee, in its discretion, may deem advisable.

Subject to obtaining the requisite disinterested shareholder approval where permissible under Exchange policies, all Options shall also comply with the following requirements:

44710466.6

(a) Number of Shares

(i) the total number of Common Shares to be optioned shall not exceed 10% of the issued and outstanding shares of the Corporation;

(ii) the issuance to any one Insider within a twelve (12) month period, shall not exceed 5% of the outstanding issue of the Corporation at the time of such grant;

(iii) the issuance to Insiders as a group shall not exceed 10% of the issued and outstanding shares of the Corporation at any point in time;

(iv) the maximum aggregate number of shares that are issuable pursuant to all Options granted in any 12 month period to Insiders as a group must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any Option is granted to any Insider;

(v) each Agreement shall state the number of Common Shares to which it pertains;

(vi) a Participant, other than an Insider, can receive grants of no more than 5% of the outstanding issue of the Corporation in any twelve (12) month period;

(vii) a Consultant can receive grants of no more than 2% of the outstanding issue of the Corporation in any twelve (12) month period;

(viii) an Employee conducting Investor Relations Activities can receive grants of no more than 2% of the outstanding issue of the Corporation in any twelve (12) month period;

(ix) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to persons engaged in Investor Relations Activities, shall not exceed 2% of the outstanding issue of the Corporation in any twelve (12) month period;

(x) no Option shall be exercisable until it is vested. The vesting schedule for each Option shall be specified by the Committee at the time of the grant of such Option.

(b) Options issued to Consultants providing Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than one quarter vesting in any three (3) month period. Options granted to Investor Relations Service Providers may not be subject to accelerated vesting provisions without prior approval by the Exchange;

(d) The exercise price of the Common Shares covered by each Option shall be determined by the Committee in accordance with the Policies of the Exchange. The exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction, and in any event not less than the Discounted Market Price (as defined in the Exchange Policy 1.1). Further, the Committee shall seek disinterested shareholder approval in order to effect a reduction in the exercise price of an Option for a Participant who is an Insider, as defined by the Exchange;

(e) The Option period shall be a period of time fixed by the Committee, not to exceed five (5) years, provided that the Option period shall be reduced with respect to any Option as provided in Section 9. Disinterested shareholder approval will be obtained for any extension of an Option period if the Participant is an Insider at the time of the proposed amendment;

(f) Except as set forth in Section 9, no Option may be exercised unless the Participant is at the time of such exercise a Director, Employee, Consultant or Management Company Employee of the

44710466.6

Corporation or any of its subsidiaries or affiliates;

(g) The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Common Shares subject to an Option under this Plan, unless and until the certificates for such Common Shares are issued to such persons under the terms of the Plan.

Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of shares as will be sufficient to satisfy the requirements of the Plan.

Legending of Share Certificates

All certificates issued upon due exercise of Options shall be legended as to the applicable hold periods required by securities laws and the Policies of the Exchange.

Participation

The Committee shall determine to whom Options shall be granted, the terms and provisions of the respective Option agreements, the time or times at which such Options shall be granted, and the number of Common Shares to be subject to each Option. An individual who has been granted an Option may, if he is otherwise eligible, and if permitted by any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction, be granted an additional Option or Options if the Committee shall so determine.

Term of Option

Vested Options shall terminate, to the extent not previously exercised, in accordance with the following:

(a) as set forth in the Participant’s Agreement to which the Vested Options relate;

(b) ninety (90) days (or such lesser period of time if specified in the Participant's Agreement) from the date of the Participant's termination of employment (or contractual relationship or other office) except upon death of the Participant, in which case Section 9(c) shall apply and except where the Participant was engaged to provide Investor Relations Activities, in which case Section 9(e) shall apply;

(c) one (1) year from the date of death of the Participant or cessation of the Participant's employment or other office by reason of death;

(d) any Option granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding twelve (12) months, following the date the Participant ceases to be an eligible Participant under the Plan; and

(e) within 30 days after the Participant ceased to be employed or engaged with the Corporation, where the Participant was engaged in Investor Relations Activities.

If a Participant's employment or other position is terminated by death, any Option held by the Participant shall be exercisable only by such person or persons to whom such Participant's rights under such Option shall pass by the Participant's Will or by the laws of descent and distribution of the state or country of Participant's domicile at the time of death.

Unless accelerated in accordance with the provisions of the Plan, unvested Options shall terminate immediately

44710466.6

upon termination of employment or other office of the Participant by the Corporation for any reason whatsoever, including death or Disability.

10. Rights of Participant

No person entitled to exercise an shall have any of the rights or privileges of a shareholder of the Corporation in respect of any shares issuable upon exercise of such until certificates representing such shares shall have been issued and delivered.

11. Proceeds from Sale of Shares

The proceeds from sale of shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereinafter be used from time to time for such corporate purposes as the Corporation may determine and direct.

12. Adjustments

Appropriate adjustments in the number of Common Shares issued and in the Option price per share, as regards Options granted or to be granted, may be made by the Committee in its discretion to give effect to adjustments in the number of Common Shares of the Corporation resulting subsequent to the approval of the Plan by the Committee from subdivisions, consolidations or reclassification of the Common Shares of the Corporation, the payment of stock dividends by the Corporation or other relevant changes in the capital of the Corporation. Any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under the Plan must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

13. Transferability

All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant.

14. Amendment and Termination of Plan

The Committee may, at any time, suspend or terminate the Plan. The Board of Directors of the Corporation may also at any time amend or revise the terms of the Plan, PROVIDED that no such amendment or revision shall alter the terms of any Options thereto granted under the Plan. Any amendment or revision to the Plan is subject to the prior approval of the Exchange and will require shareholder approval where applicable.

15. Necessary Approvals

The ability of the Options to be exercised and the obligation of the Corporation to issue and deliver shares in accordance with the Plan is subject to any approvals which may be required from the shareholders of the Corporation, any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such shares shall terminate and any Option exercise price paid to the Corporation will be returned to the Participant.

16. Prior Plans

The Plan shall entirely replace and supersede prior share options plans, if any, enacted by the Board of Directors of the Corporation or its predecessor corporations.

17. Effective Date of Plan

The Plan has been adopted by the Board of Directors of the Corporation subject to approval of the Exchange and, if so approved, the Plan shall become effective upon such approvals being obtained.

44710466.6

SILVER SPRUCE RESOURCES INC.

Per: _______

SCHEDULE "A"

"Affiliate" means a company that is affiliated with another company. A company is an "affiliate" of another company if:

(a) one of them is a subsidiary of the other, or

(i) each of them is controlled by the same person.

A company is "controlled" by a Person if:

(a) voting shares of the Company are held, other than by way of security only, by or for the benefit of that Person; and

(b) the voting shares, if voted, entitle the Person to elect a majority of the directors of the company.

"Consultant" means, in relation to an Issuer, an individual or Consultant Company, other than an Employee or a Director of the Issuer, that:

(a) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Issuer or to an Affiliate of the Issuer, other than services provided in relation to a Distribution;

(b) provides the services under a written contract between the Issuer or the Affiliate and the individual or the Consultant Company;

(c) in the reasonable opinion of the Issuer, spends or will spend a significant amount of time and attention on the affairs and business of the Issuer or an Affiliate of the Issuer; and

(d) has a relationship with the Issuer or an Affiliate of the Issuer that enables the individual to be knowledgeable about the business and affairs of the Issuer.

"Consultant Company" means for an individual consultant, a company or partnership of which the individual is in employee, shareholder or partner;

"Insider" if used in relation to an Issuer, means:

(a) a director or senior officer of the Issuer,

(b) a director or senior officer of a Company that is an Insider or a subsidiary of the Issuer,

(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the Issuer, or

(d) the Issuer itself, if it holds any of its own securities.

"Investor Relation Activities" means any activities, by or on behalf of an Issuer or Shareholder of the Issuer, that promotes or reasonably could be expected to promote the purchase or sale of securities of the Issuer, but does not include:

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Issuer:

(i) to promote the sale of products or services of the Issuer, or

(ii) to raise public awareness of the Issuer,

44710466.6

that cannot reasonably be considered to promote the purchase or sale of securities of the Issuer;

(b) activities or communications necessary to comply with the requirements of:

(i) applicable securities laws,

(ii) Exchange requirements or the bylaws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Issuer;

(c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of a general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it,

(i) the communication is only through the newspaper, magazine or publication, and

(ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(d) activities or communications that may be otherwise specified by the Exchange.

"Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

"Management Company Employee" means an individual employed by a Person providing management services to the Issuer, which are required for the ongoing successful operation of the business enterprise of the Issuer, but excluding a Person engaged in Investor Relation Activities.

44710466.6

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APPENDIX "B"

CHANGE OF AUDITOR REPORTING PACKAGE

(see attached)

SILVER SPRUCE RESOURCES INC.

(the "Corporation")

CHANGE OF AUDITOR NOTICE

Pursuant to National Instrument 51-102, Section 4.11

TO: Doane Grant Thornton LLP

AND TO: Nova Scotia Securities Commission
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan, Securities Division
Financial and Consumer Services Commission (New Brunswick)
Financial and Consumer Services Division (Prince Edward Island)
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Ontario Securities Commission
The Manitoba Securities Commission

NOTICE IS HEREBY GIVEN in accordance with National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") that:

On October 24, 2025, Doane Grant Thornton LLP ("Doane Grant Thornton"), on its own initiative, notified the Corporation of its decision to decline to stand for reappointment as auditors of the Corporation for the year ended October 31, 2025;
The resignation of Doane Grant Thornton as auditors of the Corporation was considered and accepted by the Board of Directors of the Corporation;
Doane Grant Thornton's auditors' reports on the financial statements of the Corporation for the years ended October 31, 2024 and October 31, 2023 did not express a modified opinion; and
There have been no reportable events (as defined in NI 51-102).

DATED October 29, 2025.

SILVER SPRUCE RESOURCES INC.

Per: signed "Greg Davison"
Greg Davison
Director

Doane Grant Thornton LLP

October 29, 2025

TO: Nova Scotia Securities Commission
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan, Securities Division
Financial and Consumer Services Commission (New Brunswick)
Financial and Consumer Services Division (Prince Edward Island)
Office of the Superintendent of Securities, Newfoundland and Labrador
Ontario Securities Commission
The Manitoba Securities Commission

Doane Grant Thornton LLP
Nova Centre, North Tower
Suite 1000, 1675 Grafton Street
Halifax, NS
B3J 0E9
T +1 902 421 1734
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Dear Sirs/Mesdames:

Re: Notice of Change in Auditors of Silver Spruce Resources Inc. (the "Corporation")

We have read the Change of Auditor Notice dated October 29, 2025 of the Corporation and, in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators, we confirm that we agree with all the statements contained therein.

Yours very truly,

Doane Grant Thornton LLP

Charlton + Company

October 29, 2025

Nova Scotia Securities Commission
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan, Securities Division
Financial and Consumer Services Commission (New Brunswick)
Financial and Consumer Services Division (Prince Edward Island)
Office of the Superintendent of Securities, Service Newfoundland and Labrador Ontario Securities Commission
The Manitoba Securities Commission

Dear Sirs/Mesdames:

Re: Notice of Change of Auditors for Silver Spruce Resources Inc. (the “Company”)

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated October 29, 2025, and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

Charlton & Company

CHARLTON & COMPANY
Chartered Professional Accountants
Vancouver, BC

SUITE 1111 | 1100 MELVILLE STREET | VANCOUVER, BC | V6E 4A6

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APPENDIX "C"
AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the "Committee") 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 Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements.
Review and appraise the performance of the Corporation's external auditors.
Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of three directors as determined by the Board of Directors, whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

The members of the Committee shall be elected 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.

Meetings

The Committee shall meet annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.

(b) Review the Corporation's financial statements, MD&A and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Corporation.

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(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Corporation, consistent with Independence Standards Board Standard 1.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements.

(g) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(h) 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 Corporation’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals have been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Corporation’s financial reporting process, both internal and external.

(b) Consider the external auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgments made by management in the preparation of financial statements and the view of the external auditors as to the appropriateness of such judgments.

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

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(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

Other

Review any related-party transactions.

AI assistant

SILVER SPRUCE RESOURCES INC. — Proxy Solicitation & Information Statement 2026

44626_rns_2026-04-02_78693c48-7a88-45ed-8eac-d2ea70471f3d.pdf

SILVER SPRUCE RESOURCES INC.

Non-Registered Shareholders

Meeting Materials Received by OBOs from Intermediaries:

Meeting Materials Received by NOBOs from the Corporation:

Participation in the Meeting by Non-Registered Shareholders:

Notice-and-Access

Exercise of Proxies

Voting Shares

Quorum

Principal Shareholders

BUSINESS TO BE TRANSACTED AT THE MEETING

Presentation of Financial Statements

Election of Directors

Approval of Second Amended and Restated Incentive Stock Option Plan

Introduction

Background to and Reasons for the Amendment and Restatement

Summary of the Second Amended and Restated Plan

Existing Stock Options

Shareholder Approval

Total Compensation

Compensation Securities

Incentive Plans

Employment, Consulting and Management Agreements

Pension Disclosure

Oversight and Description of Director and Named Executive Officer Compensation

Named Executive Officer Compensation

Director Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Diversity of the Board & Senior Management

Audit Committee

Composition of the Audit Committee

Relevant Education and Experience

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Services Fees

Assessments

Aggregate Indebtedness of Directors and Officers

Interest of Management and Others in Material Transactions

PROPOSALS BY SHAREHOLDERS

ADDITIONAL INFORMATION

APPROVAL OF CIRCULAR

APPENDIX "A"

SECOND AMENDED AND RESTATED OPTION PLAN

44710466.6

44710466.6

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10. Rights of Participant

11. Proceeds from Sale of Shares

12. Adjustments

13. Transferability

14. Amendment and Termination of Plan

15. Necessary Approvals

16. Prior Plans

17. Effective Date of Plan

44710466.6

44710466.6

SCHEDULE "A"

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44710466.6

APPENDIX "B"

CHANGE OF AUDITOR REPORTING PACKAGE

SILVER SPRUCE RESOURCES INC.

CHANGE OF AUDITOR NOTICE

Financial Reporting Processes

More from SILVER SPRUCE RESOURCES INC.

SILVER SPRUCE RESOURCES INC. Proxy Solicitation & Information Statement 2026