Stroud Resources Ltd.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (the “ Shares ”) of Stroud Resources Ltd. (the “ Corporation ”) will be held at 10:30 am on October 15, 2024, at 10:30 Eastern time (Toronto) via zoom link

https://us02web.zoom.us/j/83865703416?pwd=FQAyCo63BBJZPXrSETzFOGzkOmaDOT.1

Meeting ID: 838 6570 3416 Passcode: 972923

for the following purposes:

(1) to receive and consider the audited consolidated financial statements of the Corporation for its financial years ended December 31, 2023, and 2022, together with the report of the auditors thereon;
(2) to elect the directors for the ensuing year;
(3) to re-appoint McGovern Hurley, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor and the terms of their engagement; and
(4) to transact such other business as may properly come before the Meeting or any adjournment thereof.

Additional information relating to the business to be submitted to the Meeting is contained in the Circular (as defined in the accompanying management information circular) and forms part of this Notice.

The board of directors of the Corporation (the “ Board ” or “ Board of Directors ”) has fixed the close of business on August 28, 2024, as the record date for the purpose of determining Shareholders entitled to receive notice of, and vote at, the Meeting. Only Shareholders of record at the close of business on August 28, 2024, are entitled to vote at the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting.

Registered Shareholders, being those Shareholders whose names appear on the Corporation’s central security register as a registered holder of Shares, who are unable to attend the Meeting should complete, sign, date and return the enclosed form of proxy to TSX Trust Company (Attention: Proxy Department) at Suite 301, 100 Adelaide Street West, Toronto, Ontario or by facsimile to 416-595-9593 not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

Or vote online at www.voteproxyonline.com using the 12-digit control number found on their form of Proxy.

Non-registered Shareholders, being Shareholders who beneficially own and hold Shares through a broker or other intermediary and who do not hold Shares in their own names, who have received these materials through their broker, or another intermediary should refer to the accompanying Circular for further instructions.

DATED at Toronto, Ontario this 4[th] day of September 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Jeff Kennedy” JEFF KENNEDY Director

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1090 Don Mills Road, Suite 404 Toronto, Ontario M3C 5R6 Telephone: 416.888.8731

MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL MEETING OF SHAREHOLDERS

(Containing Information as at September 4, 2024 unless otherwise stated)

SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Stroud Resources Ltd. (the “Corporation”), for use at the annual meeting (the “Meeting”), of the holders (“Shareholders”) of common shares in the capital of the Corporation (the “Shares”), to be held on Tuesday, the 15[th] day of October, 2024, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. It is expected that the solicitation of proxies on behalf of management will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers, employees or agents of the Corporation. The cost of soliciting proxies on behalf of management will be borne by the Corporation. The Corporation may also reimburse brokers and other persons holding Shares in their names or in the name of nominees, for their costs incurred in sending proxy materials to beneficial owners and obtaining their proxies or voting instructions.

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (the “ Proxy ”) are representatives of management of the Corporation and are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM/HER ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MAY STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE CORPORATION’S REGISTRAR AND TRANSFER AGENT, TSX TRUST COMPANY (“TSX TRUST”), LOCATED AT 100 ADELAIDE STREET WEST, SUITE 301, TORONTO, ONTARIO, M5H 4H1 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF. ALTERNATIVELY, PROXIES MAY BE FAXED TO 416595-9593 BY SUCH TIME, IN WHICH EVENT ALL PAGES OF A PROXY SHOULD BE RETURNED.

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

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NON-REGISTERED HOLDERS

Only those Shareholders whose names appear on the books and records of the Corporation (“ Registered Shareholders ”), or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Shares beneficially owned by a holder (a “ Non-Registered Holder ”) are registered either:

(a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with, in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
(b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer , the Corporation has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward Meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries will often use service companies to forward the Meeting materials to NonRegistered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting materials will either:

(a) be given a voting instruction form which must be completed and signed by the Non-Registered Holder in accordance with the directions on the voting instruction form (which may in some cases permit the completion of the voting instruction form by telephone); or
(b) be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This Proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with TSX Trust, as described above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Shares they beneficially own. Should a Non-Registered Holder who receives either a Proxy or a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

REVOCATION

A Registered Shareholder who has given a Proxy may revoke the Proxy by:

(a) completing and signing a Proxy bearing a later date and depositing it with TSX Trust as described above;
(b) depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the Proxy is to be used, or (ii) with the chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or

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A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary may not be required to act on a revocation of a voting instruction form or of a waiver of the right to receive meeting materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

VOTING OF PROXIES

The management representatives designated in the enclosed Proxy will vote or withhold from voting the Shares in respect of which they are appointed by Proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the Proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Shares represented by such form of proxy, properly executed FOR the matters identified in the notice of meeting and any other matters which may properly come before the Meeting.

The enclosed Proxy confers discretionary authority upon the management representatives designated in the Proxy with respect to amendments to or variations of 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 Circular, management of the Corporation know of no such amendments, variations or other matters.

FORWARD-LOOKING STATEMENTS

Certain statements in this Circular that are not statements of historical fact, including statements relating to each as more particularly described herein, may constitute “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, such statements use such words as “may”, “will”, “expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance as of the date of this Circular. Forwardlooking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with such forward-looking statements. All forward-looking statements are made as of the date of this Circular, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances. Accordingly, readers should not place undue reliance on forward-looking statements.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Shares. The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed as August 28, 2024 (the “ Record Date ”). As at the Record Date, the Corporation has 57,623,199 Shares issued and outstanding.

Each Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. All such holders of record of Shares on the Record Date are entitled either to attend and vote thereat in person the Shares held by them or, provided a completed and executed Proxy shall have been delivered to the Corporation’s transfer agent, TSX Trust Company within the time specified in the Notice of Meeting, to attend and to vote thereat by proxy the Shares held by them.

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To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all outstanding Shares other than as set forth below:

Name	Number of Shares	Percent of Issued and Outstanding
2176423 Ontario Ltd.	31,277,777(1)	54.28%

Notes:

(1) Based on the number of Shares held by 2176423 Ontario Ltd. as at the date of this Circular.

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

Other than as discussed below, no person who has been a director or executive officer of the Corporation at any time since the beginning of the 2023 and 2022 fiscal years, no proposed Nominee (as defined below) for election as a director of the Corporation, and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

SHAREHOLDER ENGAGEMENT

The Board recognizes that it is important for the Board to communicate with Shareholders and with organizations that represent or advise Shareholders on matters of governance. The Board has determined that questions or concerns related to the Board, executive and Board compensation, Board level corporate governance and other matters that are within the scope of the Board’s supervisory and oversight duties, may appropriately be addressed to and by the Board. Those Shareholders, employees and other interested parties wishing to communicate directly with the Board may do so through the Chairman.

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

At the Meeting, the audited financial statements for the fiscal years ended December 31, 2023, and 2022 and the report of the auditors’ thereon will be placed before the Meeting. No vote by the Shareholders is required in connection with the presentation of the audited financial statements for the fiscal years ended December 31, 2023, and 2022.

ELECTION OF DIRECTORS

At the Meeting, the following three (3) persons named hereunder will be proposed for election as directors of the Corporation. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying Proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of the next annual meeting of Shareholders of the Corporation, or until his successor is duly elected unless prior thereto, he resigns, or his office becomes vacant by reason of death or other cause. Although management is nominating three (3) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

Shareholders have the option to: (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors.

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The Board recommends that Shareholders vote FOR the election of each of the proposed nominees set forth below as directors of the Corporation.

The number of directors may be fixed or changed from time to time by ordinary resolution. The Corporation currently has three (3) directors, all of whom are standing for election at the Meeting.

The following table sets forth the name of all persons proposed to be nominated for election as directors, their place of residence, position held, and periods of service with, the Corporation, or any of its affiliates, their principal occupations and the approximate number of Shares of the Corporation beneficially owned, controlled or directed, directly or indirectly, by them. The information as to Shares beneficially owned, directly or indirectly or over which control or direction is exercised, not being with the knowledge of the Corporation, has been furnished by the respective nominees individually.

Name & Municipality of Residence	Office Held	Principal		Number of Shares Beneficially Held
	with the	Occupation for the	Director (1)
	Corporation	Preceding Five Years	Since
Mirsad Jakubovic(1)(2)(4) Toronto, Ontario, Canada	Chief Financial Officer, Secretary and Director	Chief Financial Officer,Stroud Resources Ltd.	December 2013	1,700.200
Dr. Scott Jobin- Bevans(1)(2)(3)(4) Santiago, Chile	Interim Chief Executive Officer and Director	President and Chief Executive Officer, Caracle Creek International Consulting Inc.	July 2014	Nil
William J. Kennedy(1)(2)(3) Toronto, Ontario, Canada	Director	Managing Director, Equity Capital Markets and Operations– Cormark Securities Inc. until July 2019 Administrator – 2176423 Ontario Ltd. since June 2020	January 2021	Nil

Notes :

(1) Each director’s current term expires at the Meeting.

(2) Member of the Audit Committee. Jeff Kennedy is the Chairman.

(3) Member of the Compensation Committee. Dr. Scott Jobin-Bevans is the Chairman.

(4) Member of the Nominating and Corporate Governance Committee.

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As a group, the proposed directors beneficially own, control or direct, directly or indirectly, 1,700,200 Shares, representing approximately 2.95% of the issued and outstanding Shares as of the date hereof.

The members of the Audit Committee are Mirsad Jakubovic, Dr. Scott Jobin-Bevans and William J. Kennedy. The members of the Compensation Committee are Dr. Scott Jobin-Bevans and William J. Kennedy. The members of the Nominating and Corporate Governance Committee are Mirsad Jakubovic and Dr. Scott Jobin-Bevans. The Board is constituted with one independent director being William J. Kennedy, and two directors who are not independent, being Mirsad Jakubovic and Dr. Scott Jobin-Bevans.

Additional biographical information including the principal occupation of each member of the Board for the five years preceding the date hereof is described below:

Dr. Scott Jobin-Bevans, Ph. D., PMP, P.Geo. Scott Jobin-Bevans is the Interim CEO and a director of the Company and is the President, CEO (director and co-founder) and Principal Geoscientist of Caracle Creek International Consulting Inc., and the Managing Director of Caracle Creek Chile SpA, both being private geological and geophysical consulting firms. He is the Vice President Exploration and a director of International Prospect Ventures Ltd., a director of White Metal Resources Corp., Northern Shield Resources Inc., Nubian Resources Ltd., Sienna Resources Inc., and Vision Lithium Inc., all junior natural resource issuers listed on the TSX-V.

Mr. Jeff Kennedy. Mr. Kennedy was appointed to the Board, in January 2021. In addition, Mr. Kennedy is also a director of Jaguar Mining Inc. Prior to joining the Board, Mr. Kennedy served as the Managing Director Equity Capital Markets and Operations at Cormark Securities Inc. until July 2019 and since June of 2020 has been an Administrator with 2176423 Ontario Limited, the controlling shareholder of Stroud Resources Ltd. With over 30 years of experience, Mr. Kennedy also served as the CFO of Cormark Securities Inc. where he was responsible for financial oversight, controls and governance of operations. Mr. Kennedy is a Chartered Professional Accountant from the Institute of Chartered Professional Accountants of Ontario and obtained his Bachelor of Commerce from McMaster University.

Mr. Mirsad Jakubovic, MBA, CPA, CA. Mr. Jakubovic has over 28 years of financial and management experience and has grown and developed Canadian operations for several international businesses. He has been the Chief Financial Officer for two publicly traded companies and has worked for many years in industries that are regulated by Health Canada. He is a Chartered Professional Accountant and holds an MBA degree from the Richard Ivey School of Business, Western University.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

To the best of management’s knowledge, no individual set forth in the above table is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while such individual was acting in the capacity as director, chief executive officer or chief financial officer other than Mr. Jobin-Bevans who served as a director of Strike Minerals Inc., in 2014 when cease trade orders were issued by Canadian securities regulators against management and/or those corporations for failure to file financial statements when required; or
(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such individual ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

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To the best of management’s knowledge, no individual set forth in the above table (or any personal holding company of any such individual) is, as of the date of this Circular, or has been within ten (10) years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while such individual 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 other than:

Scott Jobin-Bevans served as a director of Strike Minerals Inc. (“ Strike Minerals ”) from October 28, 2010 to February 3, 2014. On August 30, 2013, Strike Minerals announced that it was not able to file its annual financial statements and accompanying Management’s Discussion and Analysis for the financial year ended April 30, 2013, within the period prescribed for such filings, primarily as a result of additional time required to secure financing and, subsequently, for its auditor to complete the audit. Given the situation, Strike Minerals made an application to the Ontario Securities Commission (the “ OSC ”) for a management cease trade order (the “ MCTO ”), which MCTO was issued by the OSC on September 19, 2013, and restricted all trading in securities of Strike Minerals by its management until the required filings were completed. On February 12, 2014, the OSC issued a temporary order that all trading in the securities of Strike Minerals cease for a period of 15 days pending a hearing to determine if all trading in the securities of Strike Minerals would cease permanently or for such period as may be specified in the order by reason of the continued default; and as of February 25, 2014, the temporary order lapsed and was replaced by an order that all trading in the securities of Strike Minerals cease until the order is revoked by the OSC. On February 12, 2014, the British Columbia Securities Commission (the “ BCSC ”) issued an order similar to the cease trade order by the OSC; and on May 27, 2014, the Alberta Securities Commission (the “ASC”) issued an order similar to the cease trade order by the OSC. As of the date of this Circular, the cease trade orders issued by the OSC, the BCSC and ASC against Strike Minerals have not been revoked or rescinded. Strike Minerals filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the “ BIA ”) on November 29, 2016.

To the best of management’s knowledge, no individual as set forth in the above table (or any personal holding company of any such individual) has, within the ten (10) 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 proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such individual.

To the best of management’s knowledge, no individual set forth in the above table (or any personal holding company of any such individual) has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, the Board proposes to re-appoint McGovern Hurley LLP, Chartered Accountants (“ McGovern ”), located at 251 Consumers Road, Suite 800, Toronto, Ontario, M2J 4R3, as auditor of the Corporation and to authorize remuneration to be fixed by the Board. McGovern will hold office until the next annual general meeting of the Shareholders or until its successor is appointed.

The Board recommends that Shareholders vote FOR the re-appointment of McGovern as auditor of the Corporation.

OTHER MATTERS

The Corporation knows of no other matters to be brought before the Meeting. If any amendment, variation or other business is properly brought before the Meeting, the enclosed form of proxy and voting instruction confers discretion on the persons named on the form of proxy to vote on such matters.

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STATEMENT OF EXECUTIVE COMPENSATION

Introduction

All direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the Corporation, or a subsidiary of the Corporation must be disclosed in this Circular pursuant to the requirements of Form 51-102F6V Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”). The Corporation is required to disclose annual and long-term compensation for services in all capacities to the Corporation and its subsidiaries for the two most recently completed financial years in respect of the individuals comprised of the Chief Executive Officer (“ CEO ”), the Chief Financial Officer (“ CFO ”) and the most highly compensated executive officers of the Corporation whose individual total compensation for the most recently completed financial year exceeds $150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as an officer at the end of the most recently completed financial year (the “ Named Executive Officers ” or “ NEOs ”).

Directors and named executive officer compensations have been disclosed based on requirements of the new form 51102F6V under below tables as follows:

(1) Table of compensation excluding compensation securities
(2) Stock options and other compensation securities; and
(3) Exercise of Compensation Securities by directors and NEOs.

Named Executive Officers of the Corporation for the Years Ended December 31, 2023, and 2022

During the fiscal years ended December 31, 2023, and 2022, the Corporation had two NEOs: (i) Dr. Scott Jobin-Bevans, interim Chief Executive Officer and Director, and (ii) Mirsad Jakubovic, Chief Financial Officer and Director.

Director and Named Executive Officer Compensation

The following table (and notes thereto) states the names of each NEO and director, his annual compensation, consisting of salary, consulting fee, bonus and other annual compensation, excluding compensation securities, for each of the Corporation’s two most recently completed financial years.

		Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer, commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of perquisites ($)	Value of other compensations ($)	Total compensation ($)
Dr. Scott Jobin- Bevans, interim CEO, and Director(1)	2023	15,000	N/A	N/A	N/A	N/A	15,000
	2022	15,000	N/A	N/A	N/A	N/A	15,000
Mirsad Jakubovic, President, CFO, Secretary and Director(2)	2023	75,000	N/A	N/A	N/A	N/A	75,000
	2022	75,000	N/A	N/A	N/A	N/A	75,000

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		Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer, commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of perquisites ($)	Value of other compensations ($)	Total compensation ($)
Jeff Kennedy, Director(3)	2023	15,000	N/A	N/A	N/A	N/A	15,000
	2022	15,000	N/A	N/A	N/A	N/A	15,000

Notes:

(1) Dr. Scott-Jobin-Bevans was appointed interim CEO effective July 22, 2019 and director effective July 2014. In his capacity as interim CEO, Dr. Scott-Jobin-Bevans was compensated nil. In his capacity as Director, he was compensated $15,000.

(2) Mr. Mirsad Jakubovic was appointed CFO effective November 2011 and was appointed director effective December 2013. In his capacity as CFO, Mr. Jakubovic was compensated $60,000. In his capacity as Director, he was compensated $15,000.

(3) Mr. Jeff Kennedy was appointed director effective January 12, 2021. In his capacity as Director, he was compensated $15,000.

Stock Option Plans and Other Compensation Securities

The Stock Option Plan provides for the acquisition of Shares by directors, officers, employees or consultants of the Corporation, or any affiliated entity of the Corporation, for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of key employees and directors and to secure for the Corporation and the Shareholders the benefits inherent in the ownership of Shares by key employees and directors, it being generally recognized that stock option plans can aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in the company they are engaged by.

The following table sets out for each director and all compensation securities granted or issued during the year ended December 31, 2023, including date of issue, exercise price, closing price on grant day and fiscal year end, and expiry date.

			Compensation Securities	Compensation Securities
Name and position	Type of Compensation Security	Number of Compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue conversion or exercise Price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Dr. Scott Jobin- Bevans, interim CEO and Director	nil	nil	N/A	N/A	N/A	N/A	N/A
Mirsad Jakubovic, President, CFO, Secretary and Director	nil	nil	N/A	N/A	N/A	N/A	N/A
Jeff Kennedy	Options to purchase Shares	150,000 0.27%	January 12, 2021	$0.55	$0.55	$0.50	January 12, 2026

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Exercise of Compensation Securities by Directors and NEOs

During the financial years ended December 31, 2023, and 2022, no compensation securities were exercised by NEOs or non-NEO directors.

External Management Companies

Except as otherwise disclosed herein, management functions of the Corporation are performed by the directors and executive officers of the Corporation.

Employment, Consulting and Management Agreements

Management of the Corporation is performed by the directors and officers of the Corporation and not by any other person.

There are no plans in place with respect to compensation of the NEOs in the event of a termination of employment without cause or upon the occurrence of a change of control.

Oversight and Description of Director and Named Executive Officer Compensation

The Compensation Committee determines the compensation of the Corporation’s NEOs and the directors of the Corporation with a view to ensuring that the remuneration appropriately reflects the responsibilities and risks involved in being an effective executive officer and/or director of the Corporation. The Compensation Committee periodically reviews the Corporation’s compensation philosophy and objectives taking into consideration various factors discussed below.

Nature and Responsibilities of the Compensation Committee

The Compensation Committee is responsible for making recommendations to the Board with respect to, among other things: executive and director compensation, including reviewing and determining director compensation; overseeing the Corporation’s base compensation structure and equity-based compensation program; recommending compensation of the Corporation’s officers and employees; and evaluating the performance of officers generally and in light of annual goals and objectives and any changes with a view to providing competitive compensation programs which attract, motivate and retain high-caliber individuals.

The Compensation Committee also assumes responsibility for reviewing and monitoring the long-term compensation strategy for the Corporation’s senior management. The Compensation Committee reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity.

Recommendations of the Compensation Committee are referred to the Board for approval, modification or amendment.

Composition of the Compensation Committee

To ensure the effectiveness of the Compensation Committee’s oversight in determining executive compensation, two out of the three members of the Compensation Committee are independent.

The Compensation Committee was constituted by the Board on May 1, 2015 for the purposes of assisting the Board in discharging the Board’s oversight responsibilities relating to compensation and retention of key senior management employees and assumes responsibility for recommending to the Board compensation philosophy and policies and the evaluation of cash, equity-based and incentive compensation of the Corporation’s directors and officers; goals and objectives relative to compensation for the Corporation’s NEOs and performance of the NEOs in light of those goals; and

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compensation disclosure before the Corporation publicly discloses this information. The Compensation Committee has adopted a written mandate and is continuing to review the Corporation’s compensation structure.

The Compensation Committee is currently comprised of Dr. Scott Jobin-Bevans and Jeff Kennedy. Each member of the Compensation Committee has more than 10 years of experience in their respective field, and throughout that time period, each has been closely involved with implementing and reviewing compensation policies at their respective organizations. Each of Dr. Bevans, Mr. Atkinson, and Mr. Kennedy have held senior roles with public and private companies directly related to the mining industry, and all of the foregoing members of the Compensation Committee, other than Dr. Bevans, qualify as independent directors within the meaning of NI 58-101. The Compensation Committee met once during the year ended December 31, 2023, and once during the year ended December 31, 2022.

Philosophy and Objectives of the Compensation Program

The Corporation is a junior resource company with limited resources. The intention of the compensation program is to ensure that the corporate objectives and strategy approved by the Board are supported by appropriate compensation awards on a results-oriented basis. The compensation program for the senior management and directors of the Corporation is designed within this context with a view that the level and form of compensation should achieve certain objectives, including:

(a) to enable the Corporation to attract, retain and motivate qualified executive officers and directors of the highest calibre in light of the strong competition in the mining sector for qualified personnel;
(b) to ensure that the interests of the Corporation’s executive officers, directors, the Corporation and the interests of the Shareholders are aligned;
(c) to provide a strong incentive to the executive officers and directors of the Corporation to contribute to the achievement of the Corporation’s short-term and long-term corporate goals;
(d) to recognize that the successful implementation of the Corporation’s corporate strategy cannot necessarily be measured, for a junior resource company, only with reference to quantitative measurement criteria of corporate or individual performance; and
(e) to provide fair, transparent, and defensible compensation.

The compensation that is paid to the Corporation’s executive officers generally consists of a base amount for consulting fees or salary payable accrued on a monthly basis (to be paid through conversion into common shares) and equity incentives. The Corporation’s compensation policy reflects a belief that an element of total compensation for the Corporation’s executive officers should be “at risk” and aligned with long-term interests of the Corporation and its Shareholders in the form of Shares or Options, so as to create a strong incentive to build shareholder value.

Elements of Compensation

Given the size of the Corporation’s operations and the very small number of employees and executives, the Corporation’s compensation practices must be flexible, entrepreneurial and geared to the objectives of securing the best executives to manage the Corporation. During the financial years ended December 31, 2023, and 2022, there were two key elements used to compensate the NEO, consisting of consulting fees and long-term incentives in the form of Options. The Compensation Committee reviewed compensation of other publicly listed junior exploration companies with a view to analyzing NEO compensation. There has been intense competition in the mining industry for executives who have extensive industry experience and the necessary skills to achieve specified corporate objectives and deliver long-term shareholder value.

The Corporation believes that providing competitive overall compensation enables the Corporation to attract and retain qualified executives. Grants of long-term incentives in the form of Options serve to further encourage the retention of the Corporation’s NEOs while incentivizing the NEOs to create and protect shareholder value.

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In setting compensation, the Compensation Committee considers various factors. First, the remuneration package for each executive, as a whole, must be reasonably competitive with similar companies. Second, the cash component must be such that the Corporation, in the junior resource sector, can reasonably support it, taking into account that cash is directed into exploration, expansion and acquisition programs.

The Corporation has no pre-set formula for determining amounts to be paid as a bonus. Instead, the approach is to consider the overall position of the Corporation compared to the objectives and strategy previously approved by the Board, taking into account the unique aspects of operating in Ontario. In addition, the Compensation Committee has identified the significant elements of each senior management position and uses these criteria as one of the bases for determining compensation for each NEO. No cash bonuses were paid during the financial years ended December 31, 2023, and December 31, 2022.

The non-cash component consists of Option grants made pursuant to the Stock Option Plan. All Options that have been granted to management and the Board vest immediately and, by setting the Option price at a reasonable level such that there is a strong incentive to build shareholder value over the medium and longer term while avoiding the short term approach to decision making, this element provides an incentive for management and the Board to look at the Corporation’s operations on a multi-year horizon. Given the relatively small size of the Corporation and the dedicated management team, equitybased compensation arrangements, which are typically more complex than the existing Stock Option Plan, have not been considered necessary to date.

Accordingly, the Corporation applies the salary, bonus and Option elements to provide the short, medium and longer term benefits and incentives described above.

No NEO or director of the Corporation is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, or equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Determination of Compensation

The Compensation Committee is, among other things, responsible for determining all forms of compensation and for evaluating the Chief Executive Officer’s performance and that of the other NEOs. The goals and objectives set for the NEOs for the years ended December 31, 2023, and December 31, 2022, related to continuing the development of the Corporation’s Mexico-based mining projects and implementing a financing plan for the Corporation.

The appropriate quantum and form of compensation for the NEOs has been based on their qualifications, level of experience, and the compensation being paid to comparable executives working for junior mining companies in the Corporation’s peer groups. In making compensation recommendations to the Board in respect of these elements, the Compensation Committee considers both the cumulative compensation being granted to executives as well as internal comparisons among the Corporation’s executives. The Compensation Committee discusses, reviews and assesses the performance of each NEO at year end. At that time, the Chief Executive Officer makes a proposal of an appropriate remuneration package for each NEO (other than the Chief Executive Officer) for the consideration of the Compensation Committee for the upcoming year.

Base Salaries

Base salaries or equivalent consulting fees for the NEOs are generally fixed by the Board following recommendations from the Compensation Committee. Increases or decreases on a year-over-year basis are dependent on the Compensation Committee’s assessment of the performance of the Corporation overall, the Corporation’s projects and the individual’s overall performance and skills. In determining such amounts, the Compensation Committee generally balances the compensation objectives set out herein including the experience, skills and scope of responsibility of the executive with the goal of keeping cash compensation for its executive officers within the range of cash compensation paid by companies of similar size and industry.

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Share-Based and Option-Based Awards

Long-term equity incentive compensation in the form of Options comprises a significant portion of overall compensation for the NEOs and the Board. The Compensation Committee believes that this is appropriate because it creates a strong correlation between variations in the Corporation’s Share price and the compensation of its executives, thereby aligning the interests of the Corporation’s executives and Shareholders.

The Stock Option Plan provides that Options will be issued pursuant to Option agreements to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. The grant of Options to executive officers is determined by the Board as recommended by the Compensation Committee. Options assist the Corporation in attracting, motivating and retaining top talent. The Corporation has used initial larger one-time grants to recruit new executives and directors and ensure that the NEOs have a significant stake in the performance of the Corporation. The Compensation Committee reviews the Option schedule periodically during each financial year and the contributions made to the Corporation by executive officers to determine whether additional Option grants should be made. Previous grants of Options are taken into account when considering new grants. Options issued have a term of five years which encourages the long-term retention of the Corporation’s officers, employees and consultants.

Discussions by the Compensation Committee and subsequently by the Board are not dependent on or determined by formal analyses, criteria, benchmarking or objectives and are not linked in any quantitative way to the Corporation’s Share price on the TSX Venture Exchange. There are no contractual or other arrangements that must be considered in determining the compensation arrangements. Rather, the Corporation relies on the knowledge and experience of the directors who sit on the Compensation Committee together with background information on other similar companies (subject to the unique aspects of operating in Ontario) in determining appropriate amounts for each element of the compensation package for each NEO.

There has been no significant change to the approach or method for the determination of compensation from that used in prior years.

Board Retainers or Cash Compensation

In the Board’s view, board retainers or cash compensation should be determined based on the requirements of the members of the board of a junior resource company, as well as a subjective assessment of the compensation the individual could reasonably expect to receive from the Corporation’s peers and upon the Corporation’s capacity to pay.

The Compensation Committee reviews the board retainers or cash compensation annually to ensure they remain externally competitive. At the same time, there is an expectation that individual members of the Board be accountable and that a review process is a necessary part of that accountability.

Assessment of Risks Associated with the Corporation’s Compensation Policies and Practices

The Compensation Committee has assessed the Corporation’s compensation plans and programs for its executive officers to ensure alignment with the Corporation’s business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Corporation.

The Compensation Committee considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans, and programs have generally been implemented by or at the direction of the Compensation Committee.

Safeguards to Mitigate Compensation Risk

The Board is of the view that executive compensation of the Corporation should not raise the Corporation’s risk profile. Accordingly, the Corporation’s compensation programs are founded on the principles that support the management of risk, ensuring that management’s plans and activities are prudent and focused on generating shareholder value with an effective

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risk control environment. The Compensation Committee designs the Corporation’s compensation programs to appropriately reflect risk and to ensure that those programs do not drive risk taking in excess of the Corporation’s risk appetite. In general terms, the determination of compensation programs is based upon the Board and Compensation Committee’s review with management of the Corporation’s short, medium and longer term progress towards the strategies and objectives previously approved by the Board subject, in all cases, to the operating environment of the Corporation together with the specific challenges and responsibilities allocated to the individual and that person’s performance in meeting these challenges. In addition, the determination also considers factors not readily susceptible to measurement such as changes in the general economic and political landscape as well as other matters. This approach is results oriented.

The Corporation is a junior mining exploration company without revenues. Management of the Corporation provides the Board with an annual budget with respect to its operational activities for each fiscal year. The Board and the Compensation Committee are mindful of the need for management to use the Corporation’s capital to develop and exploit its mining properties in a meaningful fashion and this is demonstrated through its review of management’s annual budgets and operational forecasts and management’s ability to meet or surpass the operational goals of the Corporation. The primary method of providing management with incentives is through the granting of Options, and the Board and the Compensation Committee feel that equity-linked instruments are an effective method of risk mitigation. The granting of Options which provide management with the potential for long term gains is considered to be an effective method of minimizing any incentive of management to conduct activities with a view to short term gains.

Pension Plan Benefits for NEOs

During the years ended December 31, 2023, and December 31, 2022, the Corporation did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.

Securities Authorized for Issuance under Equity Compensation

Stock Option Plan

The Stock Option Plan is the Corporation’s only equity compensation plan. As of the date of this Circular, the Corporation has 150,000 Options outstanding to purchase Shares.

Equity Compensation Plan Information

The following table provides details of the equity securities of the Corporation authorized for issuance for the financial year ended December 31, 2023, pursuant to the Stock Option Plan currently in place:

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	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)
2021	Equity compensation plans approved by securityholders	150,000	$0.55	150,000
	Equity compensation plans not approved by securityholders	nil	nil	nil
	Total	150,000	$0.55	150,000

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Since the beginning of the last fiscal year of the Corporation, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Corporation or any proposed nominee for election as a director of the Corporation or any of their respective associates is or has been indebted to the Corporation or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

Except as otherwise disclosed herein or in the notes to the Corporation’s financial statements for the financial year ended December 31, 2023, none of:

(a) the Informed Persons of the Corporation;
(b) the proposed nominees for election as a director of the Corporation; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Corporation or in a proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

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APPOINTMENT OF AUDITOR

The auditor of the Corporation is McGovern Hurley LLP, Chartered Accountants, first appointed on April 19, 2016.

AUDIT COMMITTEE

The information required to be disclosed by National Instrument 52-110 Audit Committees is attached to this Circular as Schedule “B”.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Corporation is TSX Trust Company through its office located in Toronto, Ontario.

ADDITIONAL INFORMATION

Copies of this Circular, the comparative audited annual financial statements of the Corporation for the year ended December 31, 2023, and management’s discussion and analysis for the year ended December 31, 2022 may be obtained on the Company’s profile on the SEDAR website at www.sedar.com or free of charge from the Corporation upon request from the Chief Executive Officer of the Corporation, at 1090 Don Mills Road, Suite 404, Toronto, Ontario, M3C 5R6, Telephone: 416.888.8731, and such documents will be sent by mail or electronically by email as may be specified at the time of the request. Financial information of the Corporation is provided in the Corporation’s comparative audited annual financial statements and accompanying management’s discussion and analysis for the year ended December 31, 2023.

BOARD APPROVAL

The contents of this Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board of Directors.

DATED at Toronto, Ontario, this 4[th] day of September 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“ ” (Signed) Jeff Kennedy JEFF KENNEDY Director

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STROUD RESOURCES LTD. (the “Corporation”)

SCHEDULE “A”

CORPORATE GOVERNANCE

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

The board of directors (the “ Board ”) of the Corporation believes that effective corporate governance contributes to improved corporate performance and enhanced Shareholder value. The Corporation’s governance practices are subject to at least an annual review and evaluation through the Board’s Nominating and Corporate Governance Committee to ensure that, as the Corporation’s business develops and grows, changes in structure and process necessary to ensure continued good governance are identified and implemented.

The Canadian Securities Administrators (“ CSA ”) have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA has implemented National Instrument 58101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) which prescribes certain disclosure by the Corporation of its corporate governance practices.

This section sets out the Corporation’s approach to corporate governance and provides the disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) . The following statement has been prepared by the Nominating and Corporate Governance Committee and approved by the Board.

BOARD OF DIRECTORS

As of the date hereof, the Board is comprised of four members. Three of the directors are standing for reelection. The Board is responsible for determining whether or not each director is “independent”. To do this, the Board analyzes all of the relationships of the directors with the Corporation and its subsidiaries. Pursuant to NI 58-101 and National Instrument 52-110 Audit Committees (“ NI 52-110 ”), a director is independent if such director has no direct or indirect material relationship with the Corporation, which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment. None of the independent directors are engaged in the day-to-day operations of the Corporation or are a party to any material on-going contracts with the Corporation. More information about each director can be found in the Circular under the heading “ Election of Directors ”.

The role of the Chairman for each Board meeting is determined on a revolving basis among the various members of the Board. The primary roles for the meeting’s Chairman are setting the meeting agenda and chairing meetings of the Board, working to ensure that the Board works together as a cohesive team with open communication.

The Role of the Chief Executive Officer

The Chief Executive Officer of the Corporation is a member of the Board. In additional to being the primary liaison with the Board itself, the Chief Executive Officer’s role is to directly oversee the day-to-day operations of the Corporation, lead and manage the senior management of the Corporation, and to implement the strategic plans, risk management and policies of the Corporation. The Board and the Chief

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Executive Officer work together to ensure that critical information flows to the Board, that discussions and debate of key business issues are fostered and afforded adequate time and consideration, that consensus on important matters is reached, and decisions, delegation of authority and actions are taken in such a manner as to enhance the Corporation’s business and functions. The Board currently believes that it is in the best interests of the Corporation and its shareholders that the Chief Executive Officer of the Corporation is a member of the Board.

DIRECTORSHIPS

The following table provides details regarding directors of the Corporation who served as a director on the board of another reporting issuer as of the date of the Circular:

Director	Other Company
Dr. Scott Jobin-Bevans	International Prospect Ventures (IZZ) Northern Shield Resources (NRN) Nubian Resources (NBR) Sienna Resources Inc. Vision Lithium (VLI) White Metal Resources Corp. (WHM)
Jeff Kennedy	Jaguar Mining Inc. (JAG)

ORIENTATION AND CONTINUING EDUCATION

The Corporation does not provide a formal orientation or education program for new directors. However, when new directors are appointed, they receive an informal orientation, commensurate with their previous experience, relating to the Corporation’s industry, business and operations and the responsibilities of directors of public companies, as well as training with respect to the Corporation’s corporate strategy and the role of the Board, its committees and its directors by the current directors and senior officers. The members of the Board have experience in mineral exploration projects, mining, legal, financial and audit matters and capital markets and they continue to work in these areas. New directors meet with the management of the Corporation in addition to the other directors of the Corporation to discuss the Corporation’s business. The Board receives a monthly report from management with respect to the Corporation’s business. The Board encourages directors to participate in continuing education opportunities in order to ensure that directors maintain or enhance their skills and abilities as directors and maintain a current and thorough understanding of the Corporation’s business.

The Corporation, at the direction of the Nominating and Corporate Governance Committee, is in the process of preparing a Board Policy Manual which is intended to provide a comprehensive introduction to the Board, the committees of the Board and their mandates. The orientation and continuing education process is reviewed on an annual basis by the Nominating and Corporate Governance Committee.

ETHICAL BUSINESS CONDUCT

The Board has determined that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation, the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an

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interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

The Board has established a Whistle Blower Policy (the “ Whistle Blower Policy ”) which, among other things, establishes procedures for the receipt, recording and treatment of complaints and concerns regarding accounting activities, internal controls or auditing matters and the confidential submission of concerns in these areas. In addition, the Board has established a Code of Business Conduct and Ethics (the “ Code ”) which, among other things, is intended to establish the Corporation’s commitment to a culture of honesty, integrity and accountability. The Code together with the Whistle Blower Policy provide the guidelines for employee behavior and establishes the basis for open communication with a view to ensuring that employees are acting in good faith and have the means to report actual or potential violations.

The Board has also established a Disclosure Policy, the objective of which is to ensure that communications with the public about the Corporation are timely, factual, accurate, balanced and disseminated in accordance with applicable legal and regulatory requirements.

Each of the policies is reviewed annually. The policies allow employees throughout the organization to report any unethical or illegal activity without fear of reprisal from their fellow employees, supervisor or other officials of the Corporation. Illegal activities include but are not limited to fraud, theft, accounting irregularities and bribery.

NOMINATION OF DIRECTORS

The Board works with the Nominating and Corporate Governance Committee to periodically review the size of the Board and any possible requirement for an increase or decrease in members of the Board. It also recruits and reviews candidates for the position of director and selects the most appropriate for submission to the Board as a whole for consideration as a potential director nominee.

The Nominating and Corporate Governance Committee’s considerations include:

(a) competencies and skills that the Board, as a whole, should possess and the competencies and skills of each current director. The Board reviews, on an annual basis, the requisite skills and criteria for Board members as well as the composition and size of the Board as a whole in order to ensure that the Board has the requisite expertise, that its membership consists of persons with sufficiently diverse and independent backgrounds, and that its membership consists of an appropriate number of independent directors;
(b) identification of individuals qualified to become Board members, consistent with criteria set out by the Board; and
(c) questions of independence and possible conflicts of interest of members of the Board and of senior managers.

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COMPENSATION

The Compensation Committee of the Board determines compensation and incentive awards for the directors and senior officers of the Corporation based on the individual’s skill level and the comparative industry compensation level.

OTHER BOARD COMMITTEES

Technical Committee – The primary purpose of the Technical Committee is to stay abreast with progress of engineering studies, exploration programs, acquisitions, joint ventures or similar opportunities and report progress to the Board. The Technical Committee also works to assist the Board with its duties and responsibilities in evaluating, overseeing the exploration and development of, and reporting on, the Corporation’s mining projects.

In addition, the Technical Committee assists the senior officers of the Corporation in fulfilling their responsibility for oversight of the development of exploration and development projects, subject to the supervision and oversight of the senior officers by reviewing and approving technical (geological, drilling, mine engineering and process engineering) plans, schedules, and budgets and the release of material containing technical (engineering or geological) information for compliance with National Instrument 43101 Standards of Disclosure for Mineral Projects and industry standards, and designing, establishing and monitoring the Corporation’s controls and other procedures (which may include procedures currently used by the Corporation) that are designed to ensure that development of corporate exploration and development projects are on schedule and within budget.

The Technical Committee currently consists of Mirsad Jakubovic and Scott Jobin-Bevans. Mirsad Jakubovic and Scott Jobin-Bevans are not independent directors within the meaning of NI 58-101. The Technical Committee met frequently during the years ended December 31, 2023, and December 31, 2022.

ASSESSMENTS

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and Board committees.

The Board assesses, on an informal basis, the effectiveness of the Board as a whole, the Chairman of the Board, Board committees and the contribution of individual directors. The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and its committees. As a result of the Corporation’s size, its stage of development, and the number of directors of the Corporation, the Board has considered this assessment process to be appropriate at this time. The Nominating and Corporate Governance Committee will review this process periodically and make recommendations with respect to the assessment process as necessary.

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STROUD RESOURCES LTD. (the “Corporation”)

SCHEDULE “B”

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

THE AUDIT COMMITTEE’S CHARTER

PURPOSE OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to fulfill the applicable public company audit committee legal and regulatory obligations and to provide assistance to the board of directors of the Corporation (the “ Board ”) to enable it to fulfill its oversight responsibilities in relation to the financial reporting process, the system of internal controls and the audit process and management of significant risks to the Corporation, as they relate to financial reporting.

Audit Committee Mandate

The Audit Committee (the “ Committee ”) is appointed by the Board to assist the Board in fulfilling its oversight responsibilities of the Corporation. In so doing, the Committee provides an avenue of communication among the external auditors, management and the Board.

The Committee’s purpose is to ensure the integrity of financial reporting and the audit process, and that sound risk management and internal control systems are developed and maintained. In pursuing these objectives, the Audit Committee oversees relations with the external auditors, and reviews the effectiveness of the internal audit function.

STRUCTURE OF THE COMMITTEE

Composition

The Committee is a standing committee of the Board and will be composed of not less than three directors, with not more than one director being an executive officer, related party or employee of the Corporation.

Quorum

A quorum of the Committee will be a majority of members present in person, by telephone or any combination thereof.

Appointment of Members and Chairman

Members of the Committee shall be appointed by the Board annually on the recommendation of the Corporate Governance and Nominating Committee to hold office at the pleasure of the Board. No more than two members of the Committee will resign from the Committee in any given year.

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Chairman

The Board shall appoint one of the members as the Committee Chair. In the absence of the Chair from any meeting, the Committee shall appoint a member to be the Chair for the purposes of the conduct of that meeting.

Qualification of Members

Members of the Committee shall meet applicable requirements and guidelines for audit committee service, including requirements and guidelines with respect to being independent and unrelated to the Corporation and to having accounting or related financial management expertise and financial literacy.

The determination as to whether a particular Director satisfies the requirements for membership on the Audit Committee shall be made by the full Board.

Vacancy

A vacancy occurring in the membership of the Committee may be filled by the Board at its discretion, but in any event, the Board shall fill any vacancy to ensure a minimum of three members on the Committee at all times.

Number and Timing of Meetings

The Audit Committee meets at least four times a year, with meetings being scheduled to permit timely review of quarterly and annual financial statements. Additional meetings may be held at the discretion of the Chair or at the request of a member, external auditors or management.

Secretary

A secretary shall be designated, and that person shall act as recording secretary for the Committee and produce minutes of the meetings.

Meetings with Management and External Auditors

The Committee shall meet separately with management and external auditors at least once per quarter and shall meet at such other times, as the Committee deems appropriate.

Notice and Place of Meetings

Notice of time and place of meetings shall be communicated to members of the Committee no less than 48 hours prior to the time set for the meeting, provided that any member may waive such notice.

A member of the Committee who attends a meeting for the purpose of objecting to whether the meeting was lawfully called shall not be considered to have waived required notice.

Invitees

By invitation of the Chair, individuals who are not members of the Committee may attend meetings from time to time and may participate in discussions related to issues before the Committee.

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Minutes and Procedures of Meetings

Subject to statutory requirements and by-laws of the Corporation, the Committee may set its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee considers it appropriate, but in any event not later than the next Board meeting. Minutes of the Committee meeting shall be tabled at the next Board meeting.

Delegation of Responsibilities

The Committee may delegate to any person or committee of persons any of the Committee’s responsibilities that may be lawfully delegated.

External Auditors

External auditors are ultimately accountable to the Board and shall report directly to the Committee. The external auditors are accountable to the Board and the Audit Committee as representatives of the shareholders of the Corporation.

Mandate

The Committee will review and reassess the adequacy of the Audit Committee Mandate on an annual basis to ensure that it accurately specifies the scope of the Committee’s responsibilities and adequately sets out how it carries out those responsibilities.

PRIMARY RESPONSIBILITIES OF THE COMMITTEE

The Committee’s primary duties and responsibilities are as follows:

Review and recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation; and the compensation to be paid to the external auditor.
Assume direct responsibility for overseeing the work of the external auditors engaged to prepare or issue an audit report or perform other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting.
Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by its external auditors.
Review the Corporation’s financial statements, management’s discussion and analysis and annual and interim earnings press releases before such documents are publicly disclosed by the Corporation.
To satisfy itself that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures.

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Establish procedures for: (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and any former external auditor of the Corporation.

Authority of the Committee

The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. The Committee shall also have the authority to communicate directly with the external auditors.

DUTIES OF THE COMMITTEE

Compliance

The Committee is ultimately responsible for ensuring the Corporation’s compliance with legal and regulatory requirements in respect to financial reporting and disclosure.

The Committee, on behalf of the Board, is responsible for monitoring management’s actions in this regard to ensure that the Corporation has implemented appropriate systems to identify and monitor the response by management and the board of directors to such issues as:

Significant business risks.
Legal, ethical and regulatory compliance.
Internal systems of control and the effectiveness of such internal controls to ensure compliance with policies and procedures.

Meetings

The Committee is responsible for preparing minutes of all of its meetings and submitting the minutes to the Board for approval and having the Chairman of the Committee report to the Board on all significant issues addressed at the Committee meeting.

The Committee is also responsible for reviewing the interim and annual financial statements as well as the Corporation’s financial disclosures and related party transactions.

Internal Controls

The Committee is responsible for maintaining the integrity and quality of the Corporation’s financial reporting and systems of internal control by overseeing management’s system of internal control and reporting process in respect to those controls.

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External Auditors

The Committee has the following responsibilities with respect to the Corporation’s external auditors:

Reviewing and ensuring the qualifications and independence of the Corporation’s external auditors.
Making recommendations to the Board in respect of the appointment of external auditors for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation and making recommendations to the Board on the compensation for the external auditor.
Overseeing and evaluating the performance of the external auditors.
Reviewing the annual audit plan prepared by the external auditors and management (Chief Financial Officer and Chief Executive Officer) in addition to proposed audit fees.
Reviewing the external audit process and determining whether it has been effectively carried out and whether any matters that the external auditors wish to bring to the attention of the Board have been afforded adequate attention.
Assessing the external audit function with a view to whether external auditors should be appointed. Such responsibility of the Committee shall include the appointment, retention, termination, compensation and oversight of the external audit function.
Pre-approving all audit services and non-audit services to be performed for the Corporation by the external auditors.
Meeting separately with internal audit, external auditors and management at least quarterly to assess issues and make determinations on whether issues need to be taken to the Board for review and assessment.
Evaluating independence of the external auditor in accordance with Canadian professional requirements and determining whether disclosed relationships or services may impact the objectivity and independence of the auditors and whether such independence has been documented in written correspondence to the Committee.
Overseeing any work of the external auditor that includes the resolution of disagreements regarding financial reporting between management and the external auditors.
Evaluating the external audit process and determining whether the external audit has been completed in accordance with applicable law.

Financial Reporting

Reviewing annual and interim financial statements of the Corporation.
Reviewing changes in significant accounting policies and evaluates impact on the current and future financial statements of the Corporation.

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Preparing, if required, a committee report for inclusion in the Corporation’s annual management proxy circular in accordance with applicable rules and regulations.
Ensuring the effectiveness of disclosure controls and procedures to ensure material information potentially requiring public disclosure is made known in a timely fashion to senior officers of the Corporation.
Being satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assessing the adequacy of those procedures.
Reviewing and recommending to the Board for approval the public release and filing of any annual audited consolidated financial statements and quarterly unaudited consolidated financial statements of the Corporation, including news releases and management’s discussion and analysis (MD&A).
Reviewing the information contained in the Corporation’s quarterly reports, annual report to shareholders, MD&A, annual information forms (AIF), prospectuses and other disclosures to determine if such information is complete and fairly presented.
Reviewing material litigation and tax assessments in order to determine if any such matters may have a material impact on the financial position of the Corporation.
Considering the Corporation’s annual financial statements and ascertaining after a review with external auditors and management whether they are presented fairly in all material respects in accordance with generally accepted accounting principles, whether the selection of accounting policies is appropriate and whether the annual financial statements are recommended to the Board.

Reviewing Terms of Reference and Committee’s Performance

The Committee should routinely assess its effectiveness against the mandate and shall report regularly to the Corporate Governance and Nominating Committee and Board on that assessment.

Reviewing Reports to Shareholders

When required by applicable statute or regulation, the Committee shall prepare reports to shareholders regarding the activities undertaken in the discharge of its responsibilities. A report will be prepared by the Committee for inclusion in the annual report as required.

MEETINGS AND OPERATING PROCEDURES

In the absence of the Chairman of the Committee, the members shall appoint an acting Chairman.
A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each director of the Corporation in a timely fashion.
The Chairman of the Committee shall prepare and/or approve an agenda in advance of each meeting.

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The Committee, in consultation with management and the external auditors, shall develop and participate in a process for review of important financial topics that have the potential to impact the Corporation’s financial policies and disclosures.
The Committee shall communicate its expectations to management and the external auditors with respect to the nature, timing and extent of its information needs. The Committee expects that written materials will be received from management and the external auditors in advance of meeting dates.
The Committee should meet privately in an executive session at least quarterly with management, the external auditors and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed.
In addition, the Committee or at least its Chair should communicate with management and the external auditors quarterly to review the Corporation’s financial statements and significant findings based upon the auditor’s limited review procedures.
The Committee shall annually review, discuss and assess its own performance. In addition, the Committee shall periodically review its role and responsibilities.
The Committee expects that, in discharging their responsibilities to the shareholders, the external auditors shall be accountable to the Board through the Committee. The external auditors shall report all material issues or potentially material issues to the Committee.

The Committee shall review and reassess the adequacy of this Charter at least annually, submit it to the Board for approval and ensure that it is in compliance with the TSX Venture Exchange and OSC regulations.

GENERAL

In addition to the responsibilities and duties of the Committee stated above, the Committee shall attend to the following items:

Review the Corporation’s hiring policies regarding employees and former employees of the present and former external auditors of the Corporation. Review business practices undertaken by senior management to assess appropriateness with corporate policies.
Review complaints procedures and whether they adequately track and record complaints to the Corporation regarding accounting, internal accounting or auditing matters.
Engage and pay independent counsel and other special advisors as it deems necessary from time to time in order to carry out Committee duties.
Investigate any activity of the Corporation as it deems appropriate. All employees of the Corporation are required to cooperate with the efforts or enquiries of the Committee.
Retain persons having special expertise to assist it in the performance of its duties.
Communicate with the Board to ensure sufficient funding for the Audit Committee to permit it to fulfill its responsibilities.

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Make provisions for confidential, anonymous submissions by employees of the Corporation of concerns regarding accounting, internal accounting controls or auditing matters, ensuring that the existing processes adequately provide for such submission and establishing a process whereby the external auditor will receive timely notice of any such submission.
Review at least annually the risk management and insurance programs.
Review any issues referred to the Committee by the Board.

The procedures set forth herein have been set out as guidelines only as opposed to inflexible rules and the Committee may alter these procedures as it deems necessary in order to perform its responsibilities.

COMPOSITION OF THE AUDIT COMMITTEE

The Corporation’s Audit Committee is comprised of three directors consisting of Mirsad Jakubovic, Howard Atkinson, and Jeff Kennedy. The Chair of the Audit Committee is Jeff Kennedy. The following table sets out the names of the members of the Audit Committee and whether they are “independent” and “financially literate” for the purposes of National Instrument 52-110 Audit Committee (“ NI 52-110 ”).

Name of Member	Independent(1)	Financially Literate(2)
William J. Kennedy	Yes	Yes
Scott Jobin-Bevans	Yes	Yes
Mirsad Jakubovic	No	Yes

Notes:

(1) To be independent, a member of the Audit Committee must not have any direct or indirect “material relationship” with the Corporation. A material relationship is a relationship, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. Accordingly, an executive officer of the Corporation is not independent, nor is a director that is paid consulting fees for non-director services provided to the Corporation.
(2) To be considered financially literate, a member of the audit committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

RELEVANT EDUCATION AND EXPERIENCE

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

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Further information about the relevant education and experience of the Audit Committee members is set out below. All of the members of the Corporation’s current audit committee are “financially literate” as that term is defined in NI 52-110.

Mr. Jeff Kennedy . Mr. Kennedy was appointed to the Board, in January 2021. In addition, Mr. Kennedy is also a director of Jaguar Mining Inc. Prior to joining the Board, Mr. Kennedy served as Managing Director Equity Capital Markets and Operations at Cormark Securities Inc. until July 2019. Mr. Kennedy has been an Administrator at 2176423 Ontario Ltd, the controlling shareholder of Stroud Resources Ltd. since June 2020. With over 30 years of experience, Mr. Kennedy also served as the CFO of Cormark Securities Inc. where he was responsible for financial oversight, controls and governance of operations. Mr. Kennedy is a Chartered Professional Accountant from the Institute of Chartered Professional Accountants of Ontario and obtained his Bachelor of Commerce from McMaster University

Mirsad Jakubovic: Mr. Jakubovic has over 28 years of financial and management experience and has grown and developed Canadian operations for several international businesses. He has been the CFO for two publicly traded companies and has worked for many years in industries that are regulated by Health Canada. He is a Chartered Accountant and holds an MBA degree from the Richard Ivey School of Business, Western University.

Dr. Scott Jobin-Bevans : Dr. Jobin-Bevans has over 30 years in mineral exploration with public and private company experience as an officer, director and technical advisor. Dr. Jobin-Bevans is President and CEO of Caracle Creek International Consulting Inc. (also a Co-Founder and Director) and is P.M.P. Certified in project management. His areas of expertise include project evaluation, generation and management and he has led multimillion dollar projects from generative stage to advanced exploration and development. Dr. Jobin-Bevans is a member of the Board of Directors for several public and private companies and is Past President (2010-2012) and a past Director (2001-2010) of the Prospectors and Developers Association of Canada (PDAC). In 2013, he was awarded the Queen Elizabeth Diamond Jubilee Medal in recognition of his significant contribution and achievements in the Canadian minerals industry.

All members have an understanding of the accounting principles used by the Corporation to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor adopted by the Board. At the Meeting, it is proposed to re-appoint McGovern Hurley LLP as auditor of the Corporation and to authorize remuneration to be fixed by the Board. The auditor of the Corporation will hold office until the next annual general meeting of the Shareholders or until its successor is appointed.

RELIANCE ON CERTAIN EXEMPTIONS

As a result of the resignation of audit committee member Howard Atkinson from the board of directors as of the day of the Meeting, the Corporation is relying on the exemption granted under Part 6 Section 6.1.1(6) of NI 52-110 which permits the board of directors to fill a vacancy on the audit committee without the application of Section 6.1.1(3) until the later of:

a) the Corporation’s next annual meeting.

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b) the date that is six months from the date the vacancy was created.

PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services are set out in the Audit Committee Charter.

EXEMPTION

In respect of the most recently completed financial year, the Corporation relied upon the exemptions set out in Section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Committee) and Part 5 (Reporting Obligations) of NI 52-110.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

In the following table, “ audit fees ” are fees billed by the Corporation’s external auditors for services provided in auditing the Corporation’s annual financial statements for the subject year. “ Audit‐related fees ” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “ Tax fees ” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “ All other fees ” are fees billed by the auditors for products and services not included in the foregoing categories.

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2023	$36,000	Nil	Nil	Nil
2022	$36,000	Nil	Nil	Nil

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STROUD RESOURCES LTD. (the “Corporation”)

SCHEDULE “C”

BOARD OF DIRECTORS MANDATE DISCLOSURE

STROUD RESOURCES LTD.

MANDATE OF THE BOARD OF DIRECTORS

RESPONSIBILITY OF THE BOARD

The directors of the Corporation are responsible for managing the business and affairs of the Corporation and, in doing so, must act honestly and in good faith with a view to the best interests of the Corporation.

Board Mandate

The Board’s mandate includes setting long-term goals and objectives for the Corporation, formulating the plans and strategies necessary to achieve those objectives, and supervising senior management who are responsible for the implementation of the Board’s objectives and day-to-day management of the Corporation. The Board retains a supervisory role and ultimate responsibility for all matters relating to the Corporation and its business.

The Board discharges its responsibilities both directly and through its committees, including the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The Board may also appoint ad hoc committees periodically to address issues of a more short-term nature.

RESPONSIBILITIES OF THE BOARD

Board Composition

The Board takes into account recommendations of the Nominating and Corporate Governance Committee but retains responsibility for managing its own affairs by giving its approval of its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. When the Chair of the Board is not an independent director, the independent directors of the Board shall designate an independent director to be the lead director. The Board is responsible for determining the roles and responsibilities of the independent Chair or, if applicable, the lead director. The Board shall annually evaluate the independence of the Chair or, if applicable, the lead director.

Delegation of Board Matters

The Board may delegate to Board committees matters that the Board is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

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Education

The Board is responsible for ensuring that measures are taken to orient new directors regarding the role of the Board, its committees and its directors and the nature and operation of the Corporation’s business. The Board is also responsible for ensuring that measures are taken to provide continuing education for its directors to ensure that they maintain the skill and knowledge necessary to meet their obligations as directors.

Board Performance

The Board shall annually review the performance of the Board and its committees against their respective charters and mandates and disclose the process in all applicable public documents. The Board shall also annually evaluate the performance of individual directors, the performance of the Chair and the performance of the lead director, if any.

Approval of Appointment of Management

The Board is responsible for approving the appointment of the officers of the Corporation. The Board, together with the Chief Executive Officer of the Corporation, may develop a position description for the Chief Executive Officer if desired.

Approval of Compensation of Management

The Board approves the compensation of officers and reviews and approves the Corporation’s incentive compensation plans. In doing so, the Board takes into account the advice and recommendations of the Compensation Committee.

Delegation to Management

The Board from time-to-time delegates to senior management the authority to enter into transactions, such as financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business, are reviewed by and are subject to the prior approval of the Board.

Management Development and Succession

The Board ensures that adequate plans are in place for management development and succession.

Crisis or Emergency

The Board assumes a more direct role in managing the business and affairs of the Corporation during any period of crisis or emergency.

Responsibility for Strategic Planning

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the goals and objectives of the Corporation.

The Board is responsible for reviewing the business, financial and strategic plans by which it is proposed that the Corporation may reach those goals and objectives.

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Provide Management with Input

The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.

The Board will consider alternative strategies in response to possible change of control transactions or takeover bids with a view to maximizing value for Shareholders.

Monitoring of Financial Performance and Other Financial Matters

The Board is responsible for enhancing the alignment of Shareholder expectations, Corporation plans and management performance.

The Board is responsible for adopting a process for monitoring the Corporation’s progress toward its strategic and operational goals and revising its direction to management in light of changing circumstances affecting the Corporation.

Assessment of Integrity of Internal Controls

Directly and through the Audit Committee, the Board assesses the integrity of internal control over financial reporting and management information systems.

Budgets and Financial Statements

The Board reviews and approves capital, operating and exploration and development expenditures including any budgets associated with such expenditures.

The Board is responsible for approving the annual audited financial statements and, if required by applicable securities legislation, the interim financial statements, and the notes and Management’s Discussion and Analysis accompanying such financial statements. The Board may delegate responsibility for approving interim financial statements to the Audit Committee.

Material Transactions

The Board is responsible for reviewing and approving material transactions outside the ordinary course of business, including material investments, acquisitions and dispositions of material capital assets, material capital expenditures, material joint ventures, and any other major initiatives outside the scope of approved budgets.

Governance of All Board Matters

The Board approves those matters that are required under the Corporation’s governing statute to be approved by the directors of the Corporation, including the issuance, purchase and redemption of securities and the declaration and payment of any dividends.

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Risk Management

The Board is responsible for the identification of the principal risks of the Corporation’s business and monitoring and managing those risks with a view to the long-term viability of the Corporation and achieving a proper balance between the risks incurred and the potential return to the Corporation’s Shareholders.

The Board monitors the conduct of the Corporation and ensures that it complies with applicable legal and regulatory requirements.

Policies and Procedures

The Board is responsible for approving and monitoring compliance with all significant policies and procedures by which the Corporation is operated and approving policies and procedures designed to ensure that the Corporation operates at all times within applicable laws and regulations. The Board is responsible for adopting a written code of ethical business conduct for the directors, officers and employees of the Corporation and is responsible for monitoring compliance with the code and to encourage and promote a culture of ethical business conduct.

Director Independence

The Board is responsible for taking steps to ensure that directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Confidentiality

The Board shall enforce its policy respecting confidential treatment of the Corporation’s proprietary information and the confidentiality of Board deliberations.

Communications and Reporting

The Board is responsible for approving a corporate Disclosure Policy to address communications with Shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Corporation is conducted.

The Board is responsible for ensuring appropriate policies and processes are in place to ensure the Corporation’s compliance with applicable laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.

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AI assistant

Stroud Resources Ltd. — AGM Information 2024

44466_rns_2024-09-13_19d8d95a-9720-4a72-9ecc-265ac763fc03.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Or vote online at www.voteproxyonline.com using the 12-digit control number found on their form of Proxy.

BY ORDER OF THE BOARD OF DIRECTORS

STROUD RESOURCES LTD.

MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

APPOINTMENT OF PROXIES

NON-REGISTERED HOLDERS

REVOCATION

VOTING OF PROXIES

FORWARD-LOOKING STATEMENTS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Notes:

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

SHAREHOLDER ENGAGEMENT

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

The Board recommends that Shareholders vote FOR the election of each of the proposed nominees set forth below as directors of the Corporation.

Notes :

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

APPOINTMENT AND REMUNERATION OF AUDITORS

OTHER MATTERS

STATEMENT OF EXECUTIVE COMPENSATION

Introduction

Named Executive Officers of the Corporation for the Years Ended December 31, 2023, and 2022

Director and Named Executive Officer Compensation

Notes:

Stock Option Plans and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

External Management Companies

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Nature and Responsibilities of the Compensation Committee

Composition of the Compensation Committee

Philosophy and Objectives of the Compensation Program

Elements of Compensation

Determination of Compensation

Base Salaries

Share-Based and Option-Based Awards

Board Retainers or Cash Compensation

Assessment of Risks Associated with the Corporation’s Compensation Policies and Practices

Safeguards to Mitigate Compensation Risk

Pension Plan Benefits for NEOs

Securities Authorized for Issuance under Equity Compensation

Stock Option Plan

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE

REGISTRAR AND TRANSFER AGENT

ADDITIONAL INFORMATION

BOARD APPROVAL

STROUD RESOURCES LTD. (the “Corporation”)

SCHEDULE “A”

CORPORATE GOVERNANCE

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

BOARD OF DIRECTORS

The Role of the Chief Executive Officer

DIRECTORSHIPS

ORIENTATION AND CONTINUING EDUCATION

ETHICAL BUSINESS CONDUCT

NOMINATION OF DIRECTORS

COMPENSATION

OTHER BOARD COMMITTEES

ASSESSMENTS

SCHEDULE “B”

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

THE AUDIT COMMITTEE’S CHARTER

PURPOSE OF THE AUDIT COMMITTEE

Audit Committee Mandate

STRUCTURE OF THE COMMITTEE

Composition

Quorum

Appointment of Members and Chairman

Stroud Resources Ltd. AGM Information 2024