SPARK
ENERGY MINERALS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Spark Energy Minerals Inc. (the "Company") will be held at 15th Floor – 1111 West Hastings Street, Vancouver, British Columbia V6E 2J3, on Wednesday, June 10, 2026, at the hour of 10:00 A.M. (Pacific Time) for the following purposes:

to receive and consider the financial statements of the Company together with the auditor's report thereon for the financial year ended July 31, 2025;
to fix the number of directors at three (3);
to elect directors for the ensuing year;
to re-appoint Saturna Group, as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration; and
to transact such other business as may properly come before the Meeting.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

The Board of Directors of the Company has by resolution fixed the close of business on May 6, 2026 as the record date for the Meeting, being the date for the determination of the registered holders of Common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

DATED this 6th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Fernando Tallarico"

FERNANDO TALLARICO
President, Chief Executive Officer
and a Director

SPARK ENERGY MINERALS

INFORMATION CIRCULAR

(As at May 6, 2026, except as indicated)

Spark Energy Minerals Inc. (the "Company") is providing this Information Circular and a form of proxy in connection with management's solicitation of proxies for use at the Annual General Meeting (the "Meeting") of the Company to be held on Wednesday, June 10, 2026 and at any adjournments. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

Appointment of Proxyholders

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. Fernando Tallarico, whose name is printed in the enclosed form of proxy, is President, Chief Executive Officer and a Director of the Company, and Jonathan Victor Hill, whose name is printed in the enclosed form of proxy, is Vice President, Exploration and a Director of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Odyssey Trust Company, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

If you are a registered Shareholder and would like to vote your proxy, please use one of the methods set out below:

To Vote Your Proxy Online: please visit https://vote.odysseytrust.com and click on LOGIN. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy; or
By mail or personal delivery: Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8; or
By fax: Odyssey Trust Company, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international);

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" ("OBOs").

The Company is sending the Meeting materials directly to NOBOs in connection with the Meeting.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to shareholders using "notice-and-access", as defined under NI 54-101.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value (the "Shares"), of which 198,781,243 Shares are issued and outstanding. Persons who are registered shareholders at the close of business on May 6, 2026 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company has only one class of shares.

To the knowledge of the Directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all shares of the Company.

FINANCIAL STATEMENTS AND AUDITORS' REPORT

The audited financial statements of the Company (the "Financial Statements") for the year ended July 31, 2025, and the auditors' report thereon, will be tabled before the Shareholders at the Meeting. The audited financial statements have been approved by the audit committee and the Board of Directors. The Financial Statements can also be found under the Company's profile on SEDAR+ at www.sedarplus.ca. No vote by the Shareholders is required to be taken with respect to the Financial Statements.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of Directors of the Company at three (3).

The Company does not have an executive committee and is required to have an audit committee. Members of the audit committee are as set out below.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Jurisdiction of Residence and Position	Principal Occupation or Employment and, if not a Previously Elected Director, Occupation During the Past 5 Years	Previous Service as a Director	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly^{(2)}
Fernando Tallarico^{(1)}
Minas Gerais, Brazil
President, Chief Executive Officer and a Director	President and CEO of the Company since October 2025; Managing Director / CEO of Axel REE Ltd. from January 2024 to May 2025; Managing Director / CEO of Aguia Resources from October 2019 to September 2023	Since July 2, 2025	Nil
Jonathan Victor Hill^{(1)}
Minas Gerais, Brazil
Vice President, Exploration and a Director	Founder, Director and Principal Advisor for Exploration Outcomes Ltd. a boutique Brasil based International Exploration Advisory Company.	Since May 13, 2024	475,000
Sead Hamzagic^{(1)}
British Columbia, Canada
Director	Chartered Professional Accountant for Sead Hamzagic, Inc. since February 2008	Since July 2, 2025	363,000^{(3)}

Notes:
(1) Member of the audit committee.
(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at May 6, 2026, based upon information furnished to the Company by individual directors. Unless otherwise indicated, such shares are held directly.
(3) 100,000 Shares are registered in the name of Anna Hamzagic, Sead Hamzagic's spouse.

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

Except as set out below, to the knowledge of the Company, no proposed Director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a Director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that:

(i) was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a Director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) 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; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed Director.

Jonathan Victor Hill was a director when the Company was the subject of an MCTO with respect to the filing of its July 31, 2024 audited financial statements and MD&A.

The following Directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
Jonathan Victor Hill	Lode Gold Resources Inc.^{(1)}
Avanti Gold Corp.^{(2)}
Royal Road Minerals Ltd.^{(2)}
Lavras Gold Corp.^{(3)}

Notes:
(1) TSX Venture Exchange listed company.
(2) Canadian Securities Exchange listed company.
(3) Toronto Stock Exchange listed company.

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the most recently completed financial year.

Named Executive Officers

For the purposes of the remainder of this Information Circular, a Named Executive Officer of the Company means each of the following individuals:

(a) the Chief Executive Officer of the Company ("CEO");

(b) the Chief Financial Officer of the Company ("CFO");

(c) the most highly compensated executive officer of the Company other than the individuals identified in paragraphs (a) and (b) above, at July 31, 2025, whose total compensation was more than $150,000; and

(d) each individual who would be named an executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at July 31, 2025.

(collectively the "Named Executive Officers" or "NEOs").

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and Director of the Company, for services provided and for services to be provided, directly or indirectly in any capacity, to the Company by such persons, for the two most recently completed financial years, excluding compensation securities:

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 ($)	Total Compensation ($)
Fernando Tallarico^{(1)}
President, CEO and a Director	2025	nil	nil	nil	nil	nil	nil
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Jonathan Victor Hill^{(2)}
Director	2025	125,231	nil	nil	nil	nil	125,231
	2024	19,673	nil	nil	nil	nil	19,673
Sead Hamzagic^{(3)}
Director	2025	nil	nil	nil	nil	nil	nil
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Chris Foster
CFO	2025	73,286	nil	nil	nil	nil	73,286
	2024	54,000	nil	nil	nil	nil	54,000
Wendy Tassiae Chan^{(4)}
Former Director	2025	nil	nil	nil	nil	nil	nil
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Michael Stier^{(5)}
Former Director	2025	45,000	nil	nil	nil	nil	45,000
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Eugene Hodgson^{(6)}
Former President, CEO and a Director	2025	216,000	nil	nil	nil	nil	216,000
	2024	30,967	nil	nil	nil	nil	30,967
Mario Drolet^{(7)}
Former Director	2025	nil	nil	nil	nil	nil	nil
	2024	nil	nil	nil	nil	nil	nil
Peter Wilson^{(8)}
Former President and a Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
	2024	139,113	nil	nil	nil	nil	139,113
Robert Birmingham^{(9)}
Former President and a Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
	2024	nil	nil	nil	nil	nil	nil

Notes:
(1) Mr. Tallarico was appointed CEO and a Director on July 2, 2025.
(2) Mr. Hill was appointed as a Director on May 13, 2024.
(3) Mr. Hamzagic was appointed a Director on July 2, 2025.
(4) Ms. Chan was appointed a Director on March 14, 2025 and resigned on January 8, 2026.
(5) Mr. Stier was appointed a Director on September 27, 2024 and resigned on July 2, 2025.
(6) Mr. Hodgson was appointed President and CEO on June 4, 2024 and resigned as President, CEO and Director on October 20, 2025.
(7) Mr. Drolet resigned as a Director on September 27, 2024.
(8) Mr. Wilson was terminated as President and Director on June 4, 2024.

(9) Mr. Birmingham resigned as President and Director on February 7, 2024.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to Company directors and NEOs for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof for the most recently completed financial year ended July 31, 2025:

Compensation Securities
Name and Position	Type of Compensation Security(1)	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class(2)	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Jonathan Victor Hill(6)Director	Options	300,000
0.15%	Mar 28, 2025	$0.10	$0.08	$0.075	Mar 28, 2030
	Options	100,000
0.05%	Jul 01, 2025	$0.10	$0.055	$0.075	Jul 01, 2027
	Restricted Stock Units	495,000
0.25%	Jul 23, 2025	$0.07	$0.07	$0.075	N/A
Chris Foster CFO	Options	40,000
0.02%	Aug 26, 2024	$0.10	$0.075	$0.075	Aug 26, 2027
	Options	200,000
0.10%	Mar 28, 2025	$0.10	$0.08	$0.075	Mar 28, 2030
	Options	200,000
0.10%	Jul 01, 2025	$0.10	$0.055	$0.075	Jul 01, 2027
Eugene Hodgson(4)Former President, CEO and a Director	Options	1,036,000
0.52%	Aug 26, 2024	$0.10	$0.075	$0.075	Aug 26, 2027
	Options	2,000,000
1.00%	Sep 30, 2024	$0.13	$0.15	$0.075	Sep 30, 2027
	Options	400,000
0.20%	Mar 28, 2025	$0.10	$0.08	$0.075	Mar 28, 2030
	Options	500,000
0.25%	Jul 01, 2025	$0.10	$0.055	$0.075	Jul 01, 2027
	Restricted Stock Units	495,000
0.25%	Jul 23, 2025	$0.07	$0.07	$0.075	N/A
Sead Hamzagic(7)Director	Options	300,000
0.15%	Jul 01, 2025	$0.10	$0.055	$0.075	Jul 01, 2027
Wendy Chan(8)Former Director	Options	200,000
0.10%	Mar 28, 2025	$0.10	$0.08	$0.075	Mar 28, 2030
	Options	100,000
0.05%	Jul 01, 2025	$0.10	$0.055	$0.075	Jul 01, 2027

Compensation Securities
Name and Position	Type of Compensation Security^{(1)}	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class^{(2)}	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Michael Stier^{(9)}
Former Director	Options	300,000
0.15%	Mar 28, 2025	$0.10	$0.08	$0.075	Mar 28, 2030
Mario Drolet^{(5)}
Former Director	Options	30,000
0.016%	Aug 26, 2024	$0.10	$0.075	$0.075	Aug 26, 2027

Notes:
(1) Options vested immediately upon grant pursuant to the terms of the Option Plan (as defined below). Refer to the disclosure under the heading "Stock Option Plan" for additional information concerning the Option Plan and Option grants.
(2) Percentage of class based on 198,781,243 Common Shares issued and outstanding as at May 6, 2026.
(3) As at July 31, 2025, Mr. Foster held a total of 760,000 Options to purchase an aggregate of 760,000 Common Shares.
(4) As at July 31, 2025, Mr. Hodgson held a total of 5,101,607 Options to purchase an aggregate of 5,101,607 Common Shares.
(5) As at July 31, 2025, Mr. Drolet held a total of 30,000 Options to purchase an aggregate of 30,000 Common Shares. Mr. Drolet resigned as a Director on September 27, 2024.
(6) As at July 31, 2025, Mr. Hill held an aggregate of 30,000 Options to purchase an aggregate of 30,000 Common Shares.
(7) As at July 31, 2025, Mr. Hamzagic held an aggregate of 1,500,000 Options to purchase an aggregate of 1,500,000 Common Shares.
(8) As at July 31, 2025, Ms. Chan held an aggregate of 300,000 Options to purchase an aggregate of 300,000 Common Shares.
(9) As at July 31, 2025, Mr. Stier held an aggregate of 300,000 Options to purchase an aggregate of 300,000 Common Shares.

Exercise of Compensation Securities

There were no compensation securities exercised by any Director and Named Executive Officer in the most recently completed financial year.

Stock Option Plan and Other Incentive Plan

Stock Option Plan

The Company has adopted the Plan pursuant to which the Board may, from time to time, grant Options to directors, officers, employees and consultants of the Company. The number of Common Shares granted under each Option and the vesting terms thereof are at the discretion of the Board.

Pursuant to the Option Plan, the maximum aggregate number of Shares that can be reserved for issuance, and all of the Company's other previously established and outstanding securities-based compensation plans or grants, including the RSU/DSU Plan, is 10% of the Company's issued Common Shares at the time of the grant of the option, and:

(i) no one Participant may be granted an option if that option would result in the total number of stock options granted to that Participant in any 12-month period exceeding 5% of the issued and outstanding common shares unless the Company has first obtained an approval of a majority of the votes cast by the Company's Shareholders (the "Disinterested Shareholders"), being a Shareholder vote excluding those votes attaching to the Common Shares of the beneficially owned by: (A) Related Persons of the Company (including its directors and officers) to whom

securities-based compensation may be granted under the Option Plan; and (B) Associates and Affiliates of such persons (as such terms are defined in the policies of the Canadian Securities Exchange (a "Disinterested Shareholder Approval");

(ii) the aggregate number of options granted to any one consultant in any 12-month period must not exceed 2% of the issued and outstanding common shares, calculated at the time of grant unless the Company has first obtained a Disinterested Shareholder Approval;

(iii) the Option Plan prohibits the granting of options to anyone conducting Investor Relations Activities, as defined in the policies of the CSE, unless permitted by securities laws; and

(iv) the Company's Board of Directors will be permitted to make certain amendments to the Option Plan following its approval by shareholders at the Meeting, principally being any amendments as may be necessary to bring the Option Plan into compliance with applicable securities and corporate laws and CSE policies, without a further shareholder approval.

Options granted under the Plan must have a term of no more than five years from the date of grant. The exercise price of each Option granted under the Plan is at the discretion of the Board, provided that the exercise price cannot be below the closing price of the Common Shares on the CSE on the last trading day before the date of grant.

Any outstanding Options granted under the Plan expire on a date not exceeding 90 days following the date that the holder ceases to be an officer, director, employee or consultant of the Company, as the case may be, except in the case of death in which case the Options expire one year from the date of death. Options granted under the Plan are non-assignable and non-transferable. Outstanding Options granted under the Plan may be adjusted in certain events, as to exercise price (subject to disinterested Shareholder approval prior to any reduction to the exercise price if the affected optionee is an insider (as defined in the Securities Act (British Columbia)) of the Company at the time of the proposed amendment) and number of Common Shares, to prevent dilution or enlargement. The number of Common Shares that may be optioned under the Plan is limited to 10% of the outstanding Common Shares from time to time.

RSU/DSU Plan

The Company has adopted Restricted Share Unit Plan (the "RSU Plan"). The Board intends to use restricted share units ("Restricted Share Units") issued under the RSU Plan, as well as options issued under the Stock Option Plan, as part of the Company's overall executive compensation plan. Since the value of Restricted Share Units increase or decrease with the price of the Common Shares, Restricted Share Units achieve the compensation objective of aligning the interests of executives with those of Shareholders. In addition, Restricted Share Units have both time-based and performance-based vesting features that can be used to better motivate executives and to encourage qualified and experienced executives to make long-term commitments to the Company.

Pursuant to the RSU Plan, the maximum aggregate number of Shares that can be reserved for issuance, and all of the Company's other previously established and outstanding securities-based compensation plans or grants, including the Stock Option Plan, is 10% of the Company's issued Common Shares at the time of the grant of the option, and:

(i) the maximum number of Common Shares issuable to any one Participant, in any 12 month period pursuant to Restricted Share Units granted under the RSU/DSU Plan, when aggregated with security based compensation grants under any other security based compensation plans of the

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Company, is 5% of the total number of Common Shares outstanding and in the aggregate at such time;

(ii) the maximum number of Common Shares issuable to insiders as a group at any time, pursuant to Restricted Share Units granted under the RSU/DSU Plan, when aggregated with security based compensation grants under any other security based compensation plans of the Company, is 10% of the total number of Common Shares outstanding at the proposed grant date;

(iii) the maximum number of Common Shares issuable to insiders as a group, within any 12 month period, pursuant to Restricted Share Units granted under the RSU/DSU Plan, when aggregated with security based compensation grants under any other security based compensation plans of the Company, is 10% of the total number of Common Shares outstanding at the proposed grant date; and

(iv) the maximum number of Common Shares issuable to any one eligible consultant, within any 12 month period, pursuant to Restricted Share Units granted under the RSU/DSU Plan, when aggregated with security based compensation grants under any other security based compensation plans of the Company, is 2% of the total number of Common Shares outstanding at the proposed grant date.

Subject to the foregoing, in the event of:

(i) the death of a Participant, all unvested Restricted Share Units credited to the Participant will vest on the date of the Participant's death. The Common Shares underlying the Restricted Share Units credited to the Participant's account shall be issued to the Participant's estate as soon as practicable thereafter;

(ii) the total disability of a Participant, all unvested Restricted Share Units credited to the Participant will vest on the date on which the Participant is determined to be totally disabled, and the Common Shares underlying such Restricted Share Units credited to the Participant's account shall be issued to the Participant as soon as practicable thereafter;

(iii) the termination (with or without cause) or retirement of an employee or officer, any cessation of services of a consultant, or the resignation, removal of or failure to re-elect a director, then, except as provided for in the vesting provisions or other terms of the Restricted Share Unit grant, or as determined by the Board, all Restricted Share Units will be forfeited by the Participant, and be of no further force and effect; and

(iv) a Change of Control, all Restricted Share Units outstanding shall immediately vest on the date of such Change of Control notwithstanding any stated vesting period or performance condition. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for the Common Shares underlying the Restricted Share Units.

Employment, Consulting and Management Agreements

Other than as described below, the Company does not currently have a contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of

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control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Pursuant to a technical services consulting agreement between the Company and Exploration Outcomes & Participações Ltda. dated June 1, 2024 (the "Effective Date"), the Company engaged the services of Jonathan Victor Hill to act as the Company's Vice President, Exploration and agreed to pay Mr. Hill a fee of $7,500 per month (the "Base Fee"), provided that the Base Fee be increased on the three-month anniversary of the Effective Date to $10,000 per month. The agreement was for an initial period of 12 months and automatically renewed on a month-to-month basis thereafter.

Oversight and Description of Director and NEO Compensation

The Board is responsible for determining, by way of discussions at Board meetings, the compensation to be paid to the Company's executive officers and directors. In assessing the compensation of its directors and executive officers, including the NEOs, the Company does not have in place any formal objectives, criteria or analysis; however, the performance of each individual is considered along with the Company's ability to pay compensation and its results of operation for the period.

Compensation payable to executive officers and directors will be approved by the full Board, on an annual basis. The Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any NEO is dependent. NEOs' performance is reviewed in light of the Company's objectives from time to time and such officers' compensation is also compared to that of executive officers of companies of similar size and stage of development in the mining industry.

Future compensation to be awarded or paid to the Company's directors and/or executive officers, including NEOs, once the Company is expected to consist primarily of management fees or salary, stock options and bonuses. In the meantime, payments may be made from time to time to executive officers, including NEOs, or companies they control for the provision of consulting or management services. Such services will be paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers. In addition, it is anticipated that the Board may award bonuses, in its sole discretion, to executive officers, including NEOs, from time to time. Any compensation paid to the Company's NEOs is dependent upon the Company's finances as well as the performance of each of the NEOs.

The Company does not have a compensation committee or any formal compensation policies at this time.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement. The Company has no defined benefit or actuarial plans.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the number of Common Shares to be issued upon exercise of outstanding Options, warrants and/or rights issued under the equity compensation plans, the weighted average exercise price of such outstanding Options, warrants and/or rights and the number of Common Shares remaining available for future issuance under equity compensation plans of the Corporation as of July 31, 2025.

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 (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 security holders	6,625,607	$0.12	756,000
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	6,625,607	$0.12	756,000

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

As at July 31, 2025, there was no indebtedness outstanding of any current or former Director, executive officer or employee of the Company or its subsidiaries which is owing to the Company or its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or its subsidiaries; or
(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries,

in relation to a securities purchase program or other program.

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

Except as set out herein, no person who has been a Director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a Director of the Company and no associate or affiliate of the foregoing

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persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of Directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or its subsidiaries.

APPOINTMENT OF AUDITORS

Saturna Group Chartered Professional Accountants LLP, of Vancouver, British Columbia are the auditors of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Saturna Group Chartered Professional Accountants LLP as the auditors for the ensuing year, at such remuneration as may be approved by the Board.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company. Please refer to "Employment, Consulting and Management Agreements" in this Information Circular for disclosure on the existing management contracts between the Company and certain Directors or officers of the Company.

AUDIT COMMITTEE

Audit Committee Charter

The text of the Audit Committee's charter is attached as Schedule "A" to this Circular.

Audit Committee Composition

The members of the Audit Committee are as follows:

Name	Independent/Not Independent^{(1)}	Financially Literate^{(1)}
Sead Hamzagic^{(2)}	Independent	Financially literate
Fernando Tallarico	Not Independent	Financially literate
Jonathan Victor Hill	Not Independent	Financially literate

Notes:
(1) As defined by National Instrument 52-110 – Audit Committees ("NI 52-110")
(1) Chair of Audit Committee

Relevant Education and Experience

Mr. Hamzagic brings over 37 years of experience in public practice accounting and financial management. He has held senior financial leadership roles with both public and private companies in Canada, particularly in the natural resource and mining sectors. He has served as a Director and/or Chief Financial Officer for numerous publicly listed companies on Nasdaq, the TSX Venture Exchange, and the Canadian Securities Exchange. As a seasoned CFO and advisor, he has successfully guided organizations through IPOs, reverse takeovers, regulatory compliance, financial reporting, and audit processes.

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Fernando Tallarico holds a Ph.D. in Economic Geology from UNICAMP (University of Campinas) and the University of Western Australia. He is a Fellow of the Society of Economic Geologists (FSEG) and a Practicing Member of the Association of Professional Geoscientists of Ontario (P.Geo.), qualified under both NI 43-101 and JORC standards. Dr. Tallarico is a highly respected exploration geologist and mining executive with more than 35 years of international experience spanning the entire mineral-exploration lifecycle—from target generation and drilling through to resource definition and mine permitting. He has worked extensively across Brazil's prolific mineral belts and brings a rare blend of technical expertise, leadership experience, and strategic vision to Spark's growing critical-minerals portfolio in Brazil's Lithium Valley.

Jonathan Victor Hill is an accomplished economic geologist with over 35 years of experience globally, in exploration, project development and mining operations, and has been directly involved in the discovery of several world-class projects within both greenfield and brownfield areas.

Audit Committee Oversight

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

Reliance on Certain Exemptions

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

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

The aggregate fees billed by the Company's external auditor in each of the last two financial years for audit and other fees are as follows:

Financial Year Ending July, 31	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
2025	$45,000	$nil	$nil	$nil
2024	$38,000	$nil	$nil	$nil

Exemption in Section 6.1 of NI 52-110

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

CORPORATE GOVERNANCE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of

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the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company's Board consists of three Directors, one of whom is independent based upon the tests for independence set forth in NI 52-110. Sead Hamzagic is independent. Fernando is not independent as he is the Chief Executive Officer of the Company and Jonathan Victor Hill is not independent as he is the Vice President Exploration of the Company.

Management Supervision by Board

The operations of the Company do not support a large Board of Directors and the Board has determined that the current constitution of the Board is appropriate for the Company's current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are however able to meet at any time without any members of management including the non-independent Directors being present. Further supervision is performed through the audit committee which is composed of a majority of independent Directors who meet with the Company's auditors without management being in attendance.

Risk Management

The Board of Directors is responsible for adoption of a strategic planning process, identification of principal risks and implementing risk management systems, succession planning and the continuous disclosure requirements of the Company under applicable securities laws and regulations.

The Audit Committee is responsible for the risk management items set out in the Audit Committee Charter.

Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the table provided under "Election of Directors" in this Information Circular.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

information respecting the functioning of the Board of Directors, committees and copies of the Company's corporate governance policies;
access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information;
access to management and technical experts and consultants; and
a summary of significant corporate and securities responsibilities.

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Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board has adopted a Code of Conduct and has instructed its management and employees to abide by the Code.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the resource exploration industry are consulted for possible candidates.

Compensation of Directors and the CEO

The independent Director is Sead Hamzagic. This Director has the responsibility for determining compensation for the Directors and senior management.

To determine compensation payable, the independent Directors review compensation paid for Directors and CEOs of companies of similar size and stage of development in the mining sector and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the independent Directors annually review the performance of the CEO in light of the Company's objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Board Committees

As the Directors are actively involved in the operations of the Company and the size of the Company's operations does not warrant a larger Board of Directors, the Board has determined that additional committees are not necessary at this stage of the Company's development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company's development. The Board conducts informal annual assessments of the Board's effectiveness, the individual Directors and each of its committees. To assist in its review, the Board conducts informal surveys of its Directors.

Nomination and Assessment

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 and CEO. The Board monitors but does

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not formally assess the performance of individual Board members or committee members or their contributions.

Expectations of Management

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 goals and objectives.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at Suite 704 595 Howe St., Vancouver, British Columbia, V6C 2T5, Telephone: (877) 272-9226, to request copies of the Company's financial statements and MD&A.

Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR+ www.sedarplus.ca.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 6th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Fernando Tallarico"

FERNANDO TALLARICO

President, Chief Executive Officer and a Director

SCHEDULE "A"

SPARK ENERGY MINERALS INC.
AUDIT COMMITTEE CHARTER

National Instrument 52-110 ("NI 52-110") requires the Corporation, 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 below:

Purpose

The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee's role is to:

(a) support the Board of Directors in meeting its responsibilities to shareholders;
(b) enhance the independence of the external auditor;
(c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;
(d) increase the credibility and objectivity of the Company's financial reports and public disclosure.

1.2. The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee's responsibilities as described herein.

1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

Membership

2.1. Each member of the Audit Committee must be a director of the Company.

2.2 The Audit Committee will consist of at least three members, the majority of whom are neither officers nor employees of the Company or any of its affiliates.

2.3. The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

Authority

3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

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(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities; and

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement.

4 Duties and Responsibilities

4.1. The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;

(b) recommending to the Board of Directors the compensation of the external auditor;

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;

(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company's audits;

(g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor's written communications to the Committee and to management;

(h) reviewing the external auditor's report, audit results and financial statements prior to approval by the Board of Directors;

(i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor's report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;

(j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;

(k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to its dissemination to the public;

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(I) overseeing the adequacy of the Company's system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;

(m) ensuring the integrity of disclosure controls and internal controls over financial reporting;

(n) resolving disputes between management and the external auditor regarding financial reporting;

(o) establishing procedures for:

i. the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and

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

(p) reviewing and approving the Company's hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company's external auditor;

(r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.

4.2. The Audit Committee will report, at least annually, to the Board regarding the Committee's examinations and recommendations.

5. Meetings

5.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.

5.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.

5.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

5.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.

5.5. A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.

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5.6. The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.

5.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor's examination and report.

5.8. The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

6. Reports

6.1. The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors' meeting at which those recommendations are presented.

7. Minutes

7.1. The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.