Taurus Gold — Proxy Solicitation & Information Statement 2026

Jan 31, 2026

TAURUS GOLD CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO BE HELD ON FEBRUARY 20, 2026

NOTICE IS HEREBY GIVEN that an annual general and special meeting of the holders (the “shareholders”) of common shares (“Common Shares”) of Taurus Gold Corp. (the “Company”) will be held on February 20, 2026 at 11:00 a.m. (Pacific time) at the offices of Endeavor Trust Corporation at 702-777 Hornby Street, Vancouver, BC V6Z 1S4 (the “Meeting”) for the following purposes as more particularly described in the accompanying management information circular (the “Circular”):

1. to receive the audited financial statements of the for the financial year ended July 31, 2025, with the auditor’s report thereon;
2. to appoint the auditor for the ensuing year and to authorize the directors of the Company to fix the auditor’s remuneration;
3. to fix the number of directors to be elected at the Meeting at three (3);
4. to elect the directors of the Company to hold office until the next annual general meeting of shareholders, or until their successors are elected or appointed;
5. to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s Change of Business (as defined herein), as more particularly described in the accompanying Circular;
6. to consider and, if thought fit, to approve a special resolution authorizing the Company to consolidate all the issued and outstanding shares of the Company on the basis of up to one hundred (100) pre-consolidation common shares for every one (1) post-consolidation common share, such consolidation ratio to be determined by the board of directors (the “Board”), as described in the accompanying Circular; and
7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The Circular, proxy form and return card also accompany this Notice of Meeting. The nature of the business to be transacted at the Meeting, including details of the special business and its effects, is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Only shareholders of record at the close of business on January 14, 2026 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated on the Proxy form. To be used at the Meeting, proxies must be received by Endeavor Trust Corporation, Proxy Department, Trader’s Bank Building, Suite 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4 by 11:00 a.m. (Pacific time) on February 18, 2026 or, if the Meeting is adjourned, by 11:00 a.m. (Pacific time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

The Company is committed to keeping shareholders informed if the Meeting format, location, time or date needs to be changed. The Company will notify shareholders of a change in the format, location, time or date of the Meeting without sending additional soliciting materials or updating proxy-related materials by issuing a news release announcing such change in the date, time, location or format, filing the news release on SEDAR+; and informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, you must complete and return your voting instructions in accordance with the procedures provided by your broker or such other intermediary.

Registered shareholders who are unable to attend the Meeting and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another

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suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their Common Shares will be voted at the Meeting. If you hold your Common Shares in a brokerage account, you are not a registered shareholder.

Dated as of the 19th day of January, 2026.

BY ORDER OF THE BOARD
"Robert Sim"
ROBERT SIM
CEO and Director

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TAURUS GOLD CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

GENERAL INFORMATION

This Circular is furnished to the holders ("shareholders") of common shares ("Common Shares") of Taurus Gold Corp. (the "Company") by management of the Company in connection with the solicitation of proxies to be voted at the annual general and special meeting (the "Meeting") of the shareholders to be held on February 20, 2026 at 11:00 a.m. (Pacific time) and at any adjournment thereof to be held at the offices of Endeavor Trust Corporation at 702-777 Hornby Street, Vancouver, BC V6Z 1S4, for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").

PROXIES

Solicitation of Proxies

The enclosed Proxy is solicited by and on behalf of management of the Company. The persons named in the enclosed Proxy form are management-designated proxyholders. A registered shareholder desiring to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting may do so either by inserting such other person's name in the blank space provided in the Proxy form or by completing another form of proxy. To be used at the Meeting, proxies must be received by Endeavor Trust Corporation, Proxy Department, Suite 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4 by 11:00 a.m. (Pacific time) on February 18, 2026 or, if the Meeting is adjourned, by 11:00 am (Pacific time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. Solicitation will be primarily by mail, but some proxies may be solicited personally or by telephone by regular employees or directors of the Company at a nominal cost. The cost of solicitation by management of the Company will be borne by the Company.

Non-Registered Holders

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common 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. Intermediaries include 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 The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs".

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators, the Company is distributing copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to Non-Registered Holders.

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

Intermediaries which receive the proxy-related materials are required to forward the proxy-related materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to Non-Registered Holders.

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The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO's Intermediary assumes the costs of delivery.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary's directions on the voting instruction form. In some cases, such Non-Registered Holders will instead 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 Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Endeavor Trust Corporation as described under "Solicitation of Proxies".

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder 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 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.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or Proxy form is to be delivered.

Revocability of Proxies

A registered shareholder who has given a Proxy may revoke it by an instrument in writing:

(a) executed by the shareholder giving same or by the shareholder's attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and

(b) delivered either at the registered office of the Company (care of Chairman of the Company) at any time up to and including the last business day before the day of the Meeting, or any adjournment thereof, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof before any vote in respect of which the Proxy is to be used shall have been taken,

or in any other manner provided by law.

Non-Registered Holders who wish to revoke a voting instruction form or a waiver of the right to receive proxy-related materials should contact their Intermediaries for instructions.

Voting of Proxies

Common Shares represented by a shareholder's Proxy form will be voted or withheld from voting in accordance with the shareholder's instructions on any ballot that may be called for at the Meeting and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any instructions, the management-designated proxy agent named on the Proxy form will cast the shareholder's votes in favour of the passage of the resolutions set forth herein and in the Notice of Meeting.

The enclosed Proxy form confers discretionary authority upon the persons named therein with respect to (a) amendments or variations to matters identified in the Notice of Meeting and (b) other matters which may properly come before the Meeting or any adjournment thereof. At the time of printing of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

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VOTES NECESSARY TO PASS RESOLUTIONS

Under the Company's by-laws, a quorum for the transaction of business at any meeting of Shareholders is two individuals present in person and holding or representing by proxy not less than 10% of the outstanding shares entitled to vote at the Meeting.

Unless otherwise noted herein, approval of matters to be placed before the Meeting will be approved by an ordinary resolution of the shareholders, which is a resolution passed by simple majority of greater than 50% of the votes cast by shareholders entitled to vote and present in person or represented by proxy at the Meeting.

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

The Company is not aware of: (i) any person who has been a director or executive officer of the Company at any time since the beginning of the last financial year; (ii) a nominee for election as a director of the Company at the Meeting; or (iii) any associate or affiliate of any such director or executive officer or nominee, who 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.

The directors and officers of the Company may have an interest in the transactions contemplated herein that are, or may be different from, or in addition to, the interest of other shareholders. These interests include those described herein. The Board was aware of these interests and considered them, among other matters, when recommending approval of the transactions by the shareholders.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only issued and outstanding voting class of shares of the Company is the Common Shares, with each Common Share carrying the right to one vote. The board of directors of the Company ("Board of Directors" or "Board") has fixed January 14, 2026, as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As of the Record Date, 132,057,686 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no person beneficially owned, or controlled or directed, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Company's issued and outstanding Common Shares.

FINANCIAL STATEMENTS

At the Meeting, the audited financial statements of Taurus Gold Corp. for the financial year ended July 31, 2025, together with the notes and auditors' report thereon (the "Financial Statements"), will be presented. Shareholder approval of the Financial Statements is not required and no formal action will be taken at the Meeting to approve the Financial Statements.

The Financial Statements will be available on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca under the Company's profile.

APPOINTMENT OF AUDITOR

Management of the Company proposes that Charlton & Company, be appointed as auditor of the Company to hold office until the earlier of the next annual meeting of shareholders or their removal by the Company, at a remuneration to be fixed by the Audit Committee of the Board. Approval of the appointment of the auditor will require a majority of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting.

Unless otherwise directed, it is the intention of the management designees, if named as proxy, to vote the proxies in favour of an ordinary resolution to appoint the firm of Charlton & Company as the auditors of the Company and to authorize the Audit Committee of the Board to fix the remuneration of Charlton & Company.

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FIXING THE NUMBER OF DIRECTORS

The Board presently consists of three (3) directors, one of whom are standing for re-election. At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, with or without modification, to approve an ordinary resolution fixing the number of directors to be elected until the next annual meeting of Shareholders, subject to the articles of the Corporation relating to subsequent appointments, at three (3).

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote IN FAVOUR of the ordinary resolution fixing the number of directors to be elected at the Meeting at three (3). In order to be effective, the ordinary resolution must be approved by not less than a majority of the votes cast thereon by Shareholders who are present in person or by proxy at the Meeting.

ELECTION OF DIRECTORS

The persons named below are the three (3) nominees of management for election as directors, of which Nissim Daniel is a current director of the Company. Each director elected will hold office until the next annual general meeting or until the director's successor is elected or appointed unless the director's office is earlier vacated under any of the relevant provisions of the Articles of the Company or the Business Corporations Act (British Columbia) (the "BCBCA"). It is the intention of the persons named as proxyholders in the enclosed Proxy form to vote for the election to the Board of Directors of those persons hereinafter designated as nominees for election as directors. The Board of Directors does not contemplate that any of such nominees will be unable to serve as a director; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in such shareholder's Proxy that such shareholder's shares are to be withheld from voting in the election of directors.

The following table sets out the name of each of the persons proposed to be nominated for election as a director; all positions and offices in the Company presently held by the nominee; the nominee's present principal occupation or employment; the period during which the nominee has served as a director; and the number of Common Shares that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date:

Name, place of residence and positions with the Company	Present principal occupation, business or employment	Period served as a director of Company	Common Shares beneficially owned or controlled
NISSIM DANIEL(1)
Ontario, Canada
Director	Partner at Total Finance	Since August 25, 2025	Nil
ASAF İTZHAİK(1)(2)
Ontario, Canada
Director and Chair of the Board	Chief Executive Officer of A.K.A Optics Ltd., a manufacturer of adaptive optics	N/A	Nil
YULI KABAZO(1)
Ontario, Canada
Director	Student at Western University, London, Ontario	N/A	Nil

(1) Member of Audit Committee.
(2) Chair of Audit Committee.
(3) Chair of the Board.

No proposed director is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

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

(b) was subject to an Order that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company.

No proposed director is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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

No proposed director 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 securityholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE DISCLOSURE

The following description of the corporate governance practices of the Company is provided further to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and the disclosure prescribed for "Venture Issuers" such as the Company.

Board of Directors

The Board of Directors currently consists of three directors, one of which, Nisim Daniel, is considered independent and facilitates the Board of Directors' independent supervision over management, meaning he is an independent director of the Company within the meaning of National Instrument 52-110 - Audit Committees ("NI 52-110").

Nisim Daniel has not received consulting fees from the Company other than as renumeration for acting in his capacity as a member of the Board or any Board committee. Robert Sim is the Chief Executive Officer of the Company and has received renumeration from the Company in acting in this role. Gabriel Kabazo is the Chief Financial Officer of the Company and has received from the Company in acting in this role.

With the recommendation of the advice of legal counsel, the Board of Directors will evaluate situations on a case-by-case basis to determine whether the exercise of independent judgement is appropriate or necessary under the circumstances. If deemed necessary or appropriate by the Board, the Board may appoint such special committees comprised of independent directors to consider any particular matter or transaction.

Directorships

The existing and proposed directors of the Company who are presently directors of other reporting issuers in Canada or elsewhere are as set out below:

Name of Director	Reporting Issuer	Exchange	Position
Gabriel Kabazo	TempraMed Technologies Ltd.	CSE	CFO and Corporate Secretary
	Plantify Foods Inc.	TSXV	CFO and Corporate Secretary, Director

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Name of Director	Reporting Issuer	Exchange	Position
	Starmet Ventures Inc.	CSE	CFO
	NeuroThera Labs Inc.	TSXV	CFO and Corporate Secretary
	Fort Technology Inc.	TSXV	CFO
	Darelle Online Solutions Inc.	TSXV	CFO, Director
	Cannibble Foodtech Ltd.	TSXV	CFO
	Femto Technologies Inc.	OTCQB	CFO, Director
Asaf Itzhaik	Fort Technology Inc.	TSXV	Director
	IM Cannabis Corp.	Nasdaq	Director
	Plantify Foods Inc.	TSXV	Director
	Rani Zim Shopping Centers Ltd	TASE	Director
	Polyrizon Ltd	Nasdaq	Director
	Gix Internet Ltd.	TASE	Director
	N2OFF, Inc.	Nasdaq	Director
	Clearmind Medicine Inc.	Nasdaq	Director

Orientation and Continuing Education

While the Corporation currently has no formal orientation and education program for new Board members, sufficient information (such as recent financial statements, prospectuses, proxy solicitation materials, technical reports and various other operating, property and budget reports) will be provided to any new Board member to ensure that new directors are familiarized with the Corporation's business and the procedures of the Board. In addition, new directors will be encouraged to visit and meet with management on a regular basis and are given the opportunity to meet with counsel to the Corporation to discuss their legal obligations. The Corporation will also encourage continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Corporation.

Ethical Business Conduct

Given the small size of the board and stage of development of the Corporation, the Board has determined that the fiduciary obligations placed on directors pursuant to applicable corporate laws are effective in ensuring ethical business conduct on the part of its directors.

Nomination of Directors

The Board performs the functions of a nominating committee with responsibility for the appointment and assessment of directors. The Board believes that this is a practical approach at this stage of the Corporation's development and given the relatively small size of the Board.

While there are no specific criteria for Board membership, the Corporation will attempt to attract and maintain directors with business knowledge and a particular knowledge of mineral exploration and development or other areas (such as finance) which provide knowledge which would assist in guiding the officers of the Corporation. As such, nominations will tend to be the result of recruitment efforts by management of the Corporation and discussions among the directors prior to the consideration of the Board as a whole

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Compensation

The Board is responsible for determining compensation payable to executive officers and directors. The Board has determined at this time not to establish a compensation committee. See "Statement of Executive Compensation".

Other Board Committees

The Board of Directors has not established any committees other than the Audit Committee.

Assessments

No formal policy has been established to monitor the effectiveness of directors. However, the Board will assess, on a periodic basis, the contributions of the Board as a whole and each of the individual directors, in order to determine whether each is functioning effectively.

AUDIT COMMITTEE DISCLOSURE

Pursuant to the BCBCA and NI 52-110, the Company is required to have an audit committee.

Audit Committee Charter

Pursuant to NI 52-110, the Company's Audit Committee is required to have a charter. A copy of the Company's Audit Committee Charter is set out in Appendix A.

Composition of the Audit Committee

As at the date of this Information Circular, the following is information on the current members of the Company's Audit Committee:

Name	Independent	Financial Literacy
Robert Sim	No	Yes
Nisim Daniel(1)	Yes	Yes
Gabriel Kabazo	No	Yes

(1) Chair of the Audit Committee.

In accordance with section 6.1.1(3) of NI 52-110 and the charter of the Company's Audit Committee (the "Audit Committee Charter"), a majority of the members of the Company's audit committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Following the Meeting, the expects to be in compliance with its Audit Committee Charter.

Relevant Education and Experience

The educational background or experience of each of the members of the Audit Committee has enabled each to perform his responsibilities as an Audit Committee member and has provided the member with an understanding of the accounting principles used by the Company to prepare its financial statements, including the ability to assess the general application of such accounting principles in connection with the accounting estimates, accruals and reserves. All members have experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or have experience actively supervising one or more individuals engaged in such activities, and all have an understanding of internal controls and financial reporting procedures.

Audit Committee Oversight

At no time since August 1, 2025, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company's Board of Directors.

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Reliance on Certain Exemptions

At no time since August 1, 2025, has the Company relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 (Circumstances Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption) of NI 52-110 by a securities regulatory authority or regulator.

Pre-approval Policies and Procedures for Non-Audit Services

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditor in each of the last two financial years of the Company for services in each of the categories indicated are as follows:

Financial Year Ended	Audit Fees	Audit Related Fees^{(1)}	Tax Fees^{(2)}	All Other Fees^{(3)}
July 31, 2024^{(4)}	$20,713	N/A	N/A	N/A
July 31, 2025	$20,713	Nil	Nil	Nil

(1) Pertains to assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and that are not reported under "Audit Fees". The nature of the services comprising the fees disclosed under this category relates to audit fees for companies acquired and fees for the review of interim financial statements.
(2) Pertains to professional services for tax compliance, tax advice, and tax planning. The nature of the services comprising the fees disclosed under this category include the preparation of tax returns.
(3) Pertains to products and services other than services reported under the other categories.

Venture Issuers Exemption

If and when required, the Company is relying upon the exemption in section 6.1 of NI 52-110 which exempts "venture issuers" from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The following description of the executive compensation of the Company is provided further to Form 51-102F6V "Statement of Executive Compensation – Venture Issuers".

Director and Named Executive Officer Compensation Excluding Compensation Securities

Named Executive Officers

Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers" or "NEO"s):

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer ("CEO");
(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer ("CFO");

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(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with applicable securities rules, for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the year ended July 31, 2025, the Company had four (4) Named Executive Officers: Robert Sim (Chief Executive Officer since March 31, 2025), Frank Lagiglia (Chief Executive Officer until March 31, 2025), Stephen Brohman (Chief Financial Officer until July 23, 2025) and Gabriel Kabazo (Chief Financial Officer since July 24, 2025).

Table of Compensation Excluding Compensation Securities

The following table sets out compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary of the Company, to each applicable NEO and director, in any capacity, for the Company's financial years ended July 31, 2025 and 2024.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
ROBERT SIM(1)
CEO and Director	2025
2024	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A
GABRIEL KABAZO(2)
CFO AND DIRECTOR	2025
2024	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A
STEPHEN BROHMAN(3)
FORMER CFO	2025
2024	$18,975
$46,239	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$18,975
$46,239
LORI WALTON (4)
Former Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
MEGHAN BROWN(5)
Director	2025
2024	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A
TREVOR HARDING(6)
Former Director and
Former CEO	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
FRANK LAGIGLIA(7)
Former Director and
Former CEO	2025
2024	$65,500
$165,000	Ni
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$65,500
$165,000
PAUL F. MILELLI(8)
FORMER DIRECTOR	2025
2024	N/A
Nil	N/A
Nil	N/A
Nil	N/A
Nil	N/A
Nil	N/A
Nil
MICHAEL RAPSCH(9)
FORMER DIRECTOR	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

(1) Elected as director and appointed as CEO of the Company as of March 31, 2025
(2) Appointed as CFO and Director of the Company as of July 24, 2025.
(3) Resigned as CFO of the Company on July 23, 2025.
(4) Elected as director of the Company on March 31, 2025. Resigned as director of the Company on August 28, 2025.

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(5) Resigned as director of the Company on July 24, 2025.
(6) Resigned as director of the Company on March 31, 2025. Resigned as CEO of the Company on September 1, 2023.
(7) Resigned as director and CEO of the Company on March 31, 2025.
(8) Resigned as director of the Company on November 24, 2023.
(9) Appointed as director of the Company on November 28, 2023. Resigned as director of the Company on February 1, 2025.

External Management Companies

None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to NEOs and directors in the financial year ended July 31, 2025.

No compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

There are no restrictions or conditions for converting, exercising or exchanging the compensation securities disclosed in the above table.

Exercise of Compensation Securities by Directors and NEOs

No NEO or director of the Company exercised any compensation security during the financial year ended July 31, 2025.

Stock Option Plan

That Company has adopted a 10% rolling Stock Option Plan which provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company, or any subsidiary of the Company, the option to purchase Common Shares. The purpose of this Stock Option Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Company or any of its subsidiaries to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract to and retain in the employ of the Company or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company.

The number of Common Shares issuable upon the exercise of options granted under the Stock Option Plan at any time may not exceed 10% of the total number of issued and outstanding Common Shares (on a non-diluted basis) and the aggregate number of Common Shares issuable to any one individual may not exceed 5% of the total number of issued and outstanding Common Shares. The period during which an option granted under the Stock Option Plan is exercisable may not exceed ten years from the date such option is granted. All options are non-assignable and non-transferrable. The price which the Common Shares may be acquired upon exercise of an option may not be less than the price permitted under the rules of any stock exchange on which the Common Shares are listed and the vesting provisions are determined by the Board at the time of grant.

f prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of the Company for any reason other than death, the option may be exercised within the earlier of up to 90 days after such cessation or the expiry of the option, but only to the extent that the holder was entitled to exercise the option at the date of cessation. In the case of death of an optionee, the option may be exercised within the earlier of up to 12 months after such death or the expiry of the option, but only to the extent that the holder was entitled to exercise the option at the date of death.

Employment, Consulting and Management Agreements

Other than the executive consulting agreements described below, the Company does not have any other compensation agreements or arrangements in place with respect to services provided by a NEO or director.

The Company has no agreement or arrangements with any NEO or director of the Company with respect to change of control, severance, termination or constructive dismissal provisions.

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Oversight and Description of Director and NEO Compensation

Executive compensation is based upon the need to provide a compensation package that will allow the Company to attract and retain qualified and experienced executives, balanced with a pay-for-performance philosophy. Compensation for this fiscal year and prior fiscal years has historically been based upon a negotiated fee, with stock options and bonuses potentially being issued and paid as an incentive for performance. The Company's compensation policies and programs are designed to be competitive with similar mining companies and to recognize and reward executive performance consistent with the success of the Company's business. These policies and programs are intended to attract and retain capable and experienced people while complying with regulatory requirements. The Board's role and philosophy, among other things, are to ensure that the Company's compensation goals and objectives, as applied to the actual compensation paid to the Company's CEO and other executive officers, are aligned with the Company's overall business objectives and with shareholder interests.

The Board considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, the implications of the risks associated with the Company's compensation policies and practices in light of the financial performance of the Company, the overall financial and operating performance of the Company and the Board's assessment of each executive's individual performance and contribution toward meeting corporate objectives. Since last year's Meeting, the Board has not proceeded to a formal evaluation of the implications of the risks associated with the Company's compensation policies and practices. Risk management is a consideration of the Board when implementing its compensation program, and the Board does not believe that the Company's compensation programme results in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Company.

The Board reviews the compensation levels of the executive officers of the Company and the strategic objectives of the stock option and other stock-based compensation plans of the Company and considers any other matters which should be taken into account concerning the compensation levels of the Company's executive officers. The duties and responsibilities of the CEO are typical of those of a business entity of the Company's size and in a similar business and include direct reporting responsibility to the Board, overseeing the activities of all other executive and management consultants, representing the Company, providing leadership and responsibility for achieving corporate goals and implementing corporate policies and initiatives.

The compensation of the Company's officers and directors is based on an incentive philosophy with the intent that all efforts will be directed toward a common objective of creating shareholder value. The compensation strategy is to attract and retain talent and experience with focused leadership in the operations, financing, and exploration asset management of the Company with the objective of maximizing the value of the Company. The officers and the Board each have defined skills and experience that are essential to the Company.

The incentive component of the Company's compensation program is the potential longer-term reward provided through the grant of stock options. The Stock Option Plan is intended to attract, retain and motivate officers and directors of the Company in key positions, and to align the interests of those individuals with those of the Company's shareholders. The Stock Option Plan provides such individuals with an opportunity to acquire a proprietary interest in the Company's value growth through the exercise of stock options. Options are granted at the discretion of the Board, which considers factors such as how other companies grant options and the potential value that each optionee is contributing to the Company. The number of options granted to an individual is based on such considerations. Stock options are granted at an exercise price of not less than the prevailing market price of the Company's Common Shares at the time of the grant.

The only arrangements the Company currently has pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial period or subsequently, are by the issuance of incentive stock options pursuant to the Stock Option Plan. The directors will not receive any cash remuneration for serving in their capacity as directors.

During the year ended July 31, 2025, the Company granted Nil stock options to its directors and NEOs.

Pension Disclosure

The Company does not provide a pension to any director or NEO.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information on the Company's equity compensation plans under which Common Shares are authorized for issuance as at July 31, 2025.

Equity Compensation Plan Information
Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (Stock Option Plan)^{1(a)(i)}*^{;}(1)	281,250	$0.93	661,696
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	281,250	$0.93	661,696

(1) Based on the total number of Common Shares that may be reserved and authorized for issuance pursuant to options granted under the Stock Option Plan was 10% of the issued and outstanding Common Shares from time to time (being 9,429,466 Common Shares as at July 31, 2025).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date hereof, no director or executive officer of the Company, no proposed nominee for election as a director of the Company, no associate of any such director, executive officer or proposed nominee (including companies controlled by them), no employee of the Company or any of its subsidiaries, and no former executive officer, director or employee of the Company or any of its subsidiaries, is indebted to the Company or any of its subsidiaries (other than for "routine indebtedness" as defined under applicable securities legislation) or is indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Information Circular, no informed person (i.e. insider) of the Company, no proposed director of the Company, and no associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction since August 1, 2025, or in any proposed transaction which has materially affected or would materially affect the Company.

MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person other than the directors or executive officers of the Company.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Change of Business

During the financial year ended July 31, 2025, the Company recognized a full impairment totalling $2,013,504 on its primary mineral exploration property, the Charlotte Property, as exploration activities could no longer continue due to environmental access restrictions related to the Mt. Nansen remediation process. Given the impairment, the Company has decided to

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change its business from a mineral exploration company to a technology company focused on the development and commercialization of quantum gyroscope technology for precision navigation and rotation sensing applications (the "Change of Business").

Under the policies of the CSE, the Change of Business requires the approval of a majority of shareholders present at the Meeting in person or by proxy. The Company's management believes that, following the completion of the Change of Business, the Company will meet the listing requirements of the CSE as a "technology" company.

Section 2A.3 of CSE Policy 2 – Qualifications for Listing ("CSE Policy 2") provides that a "technology" company may be approved for listing if the following requirements are satisfied:

(a) the issuer has developed proprietary technology, or rights to proprietary technology, which forms the basis of the issuer's business;
(b) the issuer has completed any relevant product development, including any prototypes or demos, as applicable;
(c) the issuer has adequate funds to cover general, administrative and overhead costs for a period of twelve (12) months, plus any costs identified in its business plan or stated use of proceeds; and
(d) the issuer has a reasonable business plan.

Description of Quantum Gyroscope Business

Company proposes to develop and commercialize atomic-spin nuclear magnetic resonance (NMR) gyroscopes, which represent a significant advancement in precision rotation sensing and compact inertial navigation technology. Quantum Gyro Ltd. ("Quantum Gyro"), a newly incorporated subsidiary of the Company, has entered into a licensing agreement (the "Licensing Agreement") with Quantum X Labs Ltd., providing the Company with exclusive, worldwide rights to develop, commercialize and market the innovative NMR gyroscopes. Under the terms of the Licensing Agreement, Quantum Gyro will be responsible for all patent filings and all patent related expenses and Quantum X Labs Ltd. will receive a 4% royalty on all sales of products utilizing NMR gyroscopes up to $1,500,000 in sales, a 5% royalty on all sales of products utilizing NMR gyroscopes between $1,500,000 and $3,500,000, and a 6% royalty on all sales of products utilizing the NMR gyroscope over $3,500,000.

The NMR gyroscope measures rotation by monitoring the Larmor precession of noble-gas nuclear spins in an alkali-noble-gas vapor cell. Through optical pumping that polarizes alkali atoms and transfers angular momentum to noble-gas nuclei via spin-exchange interactions, the technology achieves precision rotation sensing superior to conventional alternatives. A transverse resonant AC magnetic field drives coherent nuclear spin precession, which is read out optically using highly sensitive alkali-atom magnetometry enhanced by the Fermi contact interaction.

Through its relationship with Quantum X Labs Ltd., the Company may also pursue opportunities to license and commercialize additional quantum technologies as they reach appropriate stages of development. While the quantum gyroscope represents the Company's initial focus given its advanced state of development, the Company intends to leverage its quantum technology expertise and partnerships to expand into complementary quantum applications that demonstrate commercial potential.

The global quantum gyroscope market was valued at USD $215 million in 2024 and is forecasted to reach USD $1.37 billion by 2033, representing a compound annual growth rate of 22.7%. The Company believes it can capture a meaningful share of this rapidly growing market through its advanced technology development. Key industry sectors driving demand include aerospace, defense, autonomous vehicles, maritime navigation, and scientific research institutions, all seeking ultra-precise, drift-free, and highly sensitive gyroscopic devices.

Current State of Technology Development

As of the date of this Circular, the Company has entered into an exclusive licensing agreement with Quantum X Labs Ltd., which has successfully developed and demonstrated a working laboratory prototype that validates the core technology principles. The current prototype achieves an Angular Random Walk (ARW) of 100×10⁻⁵ degrees per square root hour, bias stability of 30×10⁻⁵ degrees per hour, and scale factor stability of 1 part per million. The device measures 20×20×10 cubic centimeters and operates at 15 watts power consumption. The Company has established optical readout capabilities using alkali/noble-gas vapor cell technology and has initiated the development of a comprehensive intellectual property portfolio covering the core quantum gyroscope innovations.

The technology development has progressed beyond theoretical modeling to functional hardware demonstration, positioning the Company to advance toward commercial specifications. The existing prototype developed by Quantum X

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Labs serves as the foundation for the next generation of improvements targeting significant enhancements in performance, size reduction, and power efficiency.

Business Plan and Milestones

Please see below the development roadmap developed by the Company over the next 24 months following the Change of Business:

Milestone Date	Business Objective	Approximate Cost (C$)
Q12026 to Q2 2026	Finalizing the prototype development to achieve enhanced specifications and performance metrics.	646,000
Q3 2026	Achieving target performance specifications for the prototype	323,000
Q4 2026	Customer demonstrations and securing initial commercial commitments through letters of intent from strategic partners	323,000
H1 2027	The Company will concentrate on finalizing production-ready designs and establishing manufacturing partnerships with qualified suppliers.	To be determined in accordance 2027 Budget

As of the date of this Circular, the Company has net assets of approximately C$5,000,000, which it believes is sufficient to execute its strategy following the Change of Business. Following completion of the Change of Business, the Company anticipates the following budget for the next 12 months:

Sources of Capital	C$
Net Working Capital of the Company	5,000,000
Total Available Funds	5,000,000
Annual Costs
Management Salaries	360,000
Research and Development	848,000
Administration Expenses	84,000
Unallocated Working Capital	3,708,000
Total Budget (12 months)	5,000,000

Market Opportunity

The Company's quantum gyroscope technology addresses critical limitations inherent in existing navigation systems. Unlike mechanical gyroscopes that suffer from drift and wear, the Company's quantum approach offers drift-free operation essential for long-duration missions. Compared to ring laser gyroscopes currently used in high-end applications, the quantum gyroscope achieves comparable or superior performance in a significantly smaller form factor with lower power consumption. The absence of moving parts results in exceptional reliability and minimal maintenance requirements.

The technology's precision and stability make it particularly attractive for applications requiring sustained accuracy over extended periods, including submarine navigation where GPS signals are unavailable, spacecraft attitude control systems, and autonomous vehicle navigation in GPS-denied environments. The Company has identified over 50 potential customers in North America across aerospace, defense, and research sectors, with many expressing interest in alternatives to current navigation technologies.

Risk Factors Associated with Change of Business

Shareholders should carefully consider the risks associated with the proposed Change of Business. The Company's quantum gyroscope technology remains in the development stage and achieving commercial viability is not assured. Technical challenges may arise in scaling from laboratory prototype to production-ready systems that meet industry specifications and reliability standards. The quantum gyroscope market is still emerging, and widespread market acceptance of this new technology approach is uncertain.

The Company faces competition from established navigation technology companies with substantially greater financial resources, existing customer relationships, and proven manufacturing capabilities. Significant additional capital beyond

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current resources may be required to complete development, obtain necessary certifications, and establish commercial production. Regulatory approvals will be required for aerospace and defense applications, which can involve lengthy and expensive certification processes. The Company's ability to protect its intellectual property and prevent unauthorized use of its technology by competitors remains uncertain.

International sales may be restricted by export control regulations, particularly for defense-related applications. The Company depends on specialized components and materials that may have limited suppliers or long lead times. Changes in technology standards or the emergence of alternative navigation technologies could reduce demand for quantum gyroscopes. The loss of key technical personnel could significantly impact the Company's development timeline and competitive position.

The Company's business depends on maintaining its exclusive licensing agreement with Quantum X Labs Ltd., and any termination or breach of this agreement could materially impact the Company's ability to develop and commercialize the quantum gyroscope technology.

Shareholder Resolution

At the Meeting, Shareholders will be asked to consider and, if thought fit, to pass, with or without variation an ordinary resolution approving the Change of Business (the "COB Resolution").

The text of the COB Resolution to be voted on at the Meeting by the Shareholders is set forth below:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Company's change of business from a mineral exploration company to a technology company focused on the development and commercialization of quantum gyroscope technology for precision navigation and rotation sensing applications, as those terms are used in the policies of the Canadian Securities Exchange, as more particularly described in the management information circular dated January 14, 2026, is hereby confirmed, authorized and approved.

2. Any director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing."

Recommendation of the Board and Reasons for the Recommendation

After consulting with financial and other advisors and reviewing a significant amount of information, the Board has unanimously concluded that the Change of Business is in the best interests of the Company. Accordingly, the Board has unanimously approved the Change of Business and recommends that Shareholders cast their vote in favour of the COB Resolution at the Meeting.

In determining that the Proposed Transaction and the Change of Business is in the best interests of the Company, the Board considered and relied upon a number of factors, including the full impairment on the Charlotte Property, the significant cash balance available to the Company, and market opportunity associated with the Licensed Technology. See "Change of Business – Description of Quantum Gyroscope Business – Market Opportunity".

Share Consolidation

At the Meeting, Shareholders will be asked to pass a special resolution (the "Consolidation Resolution") authorizing the consolidation of the Common Shares into a lesser number of issued Common Shares. The Consolidation Resolution will authorize the Company's Board to consolidate the Common Shares based on a consolidation ratio of up to one hundred (100) pre-consolidation Common Shares for each one (1) post-consolidation Common Share (the "Consolidation"). The actual ratio for the Consolidation will be determined by the Board, in its sole discretion, having regard to numerous factors, including market considerations and the advice of its advisors.

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The Consolidation is subject to: (a) receipt of all required regulatory approvals, including acceptance by the CSE and the approval of the Consolidation by the shareholders at the Meeting. If these approvals are received, the Consolidation will occur at a time determined by the Board and announced by a press release of the Company. The Board may also determine not to proceed with the Consolidation.

The Board is seeking authority to implement the Consolidation in anticipation that following the Change of Business, it will enhance the marketability of the Company as an investment and better position the Company to raise the funds necessary for the continued development of its business and the growth of the Company. The Company also believes that an increase in the trading price of the Common Shares that may result from the Consolidation could heighten the interest of the financial community in the Company, broaden the pool of investors that may consider investing in the Company and increase the trading volume and liquidity of the Shares. The Consolidation could also help to attract institutional investors, investment funds and others who have internal policies that prohibit them from purchasing stocks below a certain minimum price or tend to discourage individual brokers from recommending such stocks to their clients.

Effect of Consolidation

If approved and implemented, the Consolidation will affect all holders of Common Shares uniformly and will not affect any Shareholder's percentage ownership interest in the Company, except to the extent that the Consolidation would otherwise result in a shareholder owning a fractional Share. The Consolidation will not materially affect any Shareholder's proportionate voting rights and each consolidated Share outstanding after the Consolidation will have the same rights and privileges as the existing Shares.

No fractional post-Consolidation Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Shares. Any fractional Shares resulting from the Consolidation will be rounded down. The exercise or conversion price and the number of Shares issuable under any convertible securities of the Company, including the Common Shares issuable upon exercise of stock options, will be proportionately adjusted upon the completion of the Consolidation.

The principal effect of the Consolidation will be that the number of Shares issued and outstanding will be reduced from 132,057,686 existing Shares as of January 14, 2026, to approximately 1,320,577 consolidated Common Shares (assuming that the Consolidation ratio of one hundred (100) pre-Consolidation Common Shares to one (1) post-Consolidation Common Share is implemented by the Board). The implementation of the Consolidation would not affect the total Shareholders' equity of the Company, or any components of Shareholders' equity as reflected on the Company's financial statements except to change the number of issued and outstanding Shares to reflect the Consolidation.

Share Certificates

The Consolidation will not affect the validity of currently outstanding Common Share certificates of the Company. However, if the Consolidation is approved by the Shareholders and implemented by the Board, registered Shareholders will be required to exchange their Common Share certificates for Common Share certificates evidencing the post-Consolidation Common Shares. Upon completion of the Consolidation, the registered Shareholders will be sent a letter of transmittal containing instructions on how to surrender Common Share certificates evidencing the pre-Consolidation Common Share amount to the Company's registrar and transfer agent (the "Depository"). The Depository will forward to each registered shareholder who has sent the required documents new Share certificates or DRS statements evidencing the new post-Consolidation Share amount. Until surrendered, each Share certificate representing pre-Consolidation Shares will be deemed for all purposes to represent the post-Consolidation Shares to which the holder is entitled following the Consolidation.

Beneficial Shareholders holding Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered Shareholders. If Shareholders hold their Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.

Shareholders should not destroy any Share certificate(s) and should not submit any Share certificate(s) until required to do so.

Share Consolidation Resolution

The Consolidation Resolution is a special resolution and, as such, requires approval by not less than two-thirds of the votes cast by the Shareholders present, or represented by proxy, at the Meeting. The text of the proposed resolution is as follows:

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BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. Pursuant to the Business Corporations Act (British Columbia) and the Articles of the Company, the directors of the Company be authorized to effect the consolidation (the “Consolidation”) of all of the issued and outstanding common shares in the capital of the Company (the “Common Shares”) on the basis of up to one hundred (100) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (100:1);

2. The directors of the Company be and are hereby authorized to fix the ratio of the pre-Consolidation to post-Consolidation Common Shares to be used in the Consolidation (the “Final Consolidation Ratio”), provided that the maximum Final Consolidation Ratio will not exceed one hundred (100) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (100:1);

3. Any fractional Common Shares resulting from the Consolidation will be rounded down to the nearest whole Common Share, provided that no shareholder shall hold less than a single Common Share as a result of the Consolidation;

4. Upon the Consolidation being effected, any officer or director of the Company is authorized to cancel (or cause to be cancelled) any share certificates or DRS statements evidencing the existing Common Shares and to issue (or cause to be issued) share certificates or DRS statements representing the new Common Shares to the holders thereof;

5. The directors of the Company, in their sole and complete discretion, may act upon this resolution to effect the Consolidation or, if deemed appropriate and without any further approval from the shareholders of the Company, may choose not to act upon this resolution notwithstanding that this resolution has been duly passed by the shareholders of the Company, and in the latter case, the directors of the Company are hereby authorized and empowered to revoke this resolution in their sole discretion at any time prior to effecting the Consolidation; and

6. Any director or officer of the Company be and he or she is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Company may be necessary or desirable to carry out the terms of the foregoing resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

If the Consolidation Resolution does not receive the requisite shareholder approval, the Company will continue with its present share capital. The Board recommends voting FOR the approval of the Consolidation Resolution. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to vote FOR the approval of the Consolidation Resolution.

OTHER MATTERS

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

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at https://www.sedarplus.ca.

Financial information relating to the Company is provided in the Company's comparative financial statements and management's discussion and analysis for its financial year ended July 31, 2025 and for its financial year-ended July 31, 2024, which are available on SEDAR+ at https://www.sedarplus.ca and may also be obtained by sending a written request to the CEO of the Company at the Company's head office located at E 11th Rd. W., Suite 1202, Vancouver, BC V5N 1Z6..

DATED as of the 19th day of January, 2026.

BY ORDER OF THE BOARD

"Robert Sim"

ROBERT SIM

CEO and Director

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APPENDIX A

AUDIT COMMITTEE CHARTER

[see following pages]

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TAURUS GOLD CORP

TAURUS GOLD CORP.

Audit Committee Charter

ORGANIZATION

An Audit Committee shall be appointed annually by the Board and shall consist of at least three (3) members from among the directors of the Corporation. Subject to the availability of applicable securities or corporate law exemptions, each Audit Committee member shall, where possible, be an independent director, free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

All Audit Committee members shall be sufficiently versed in financial matters to understand the Corporation's accounting practices and policies and the major judgments involved in preparing the financial statements.

The Board shall designate the Chair of the Committee.

STATEMENT OF POLICY

The Committee shall fulfill its responsibilities within the context of the following principles:

1. General

The Committee expects the management of the Corporation to operate in compliance with the laws and regulations governing the Corporation and to maintain strong financial, reporting and control processes.

1. Communications

The Committee shall have direct, open and frank communications throughout the year with management, other Committee Chairs, and the external auditors.

1. Meeting Agenda

Committee meeting agendas shall be the responsibility of the Chair of the Committee in consultation with the Committee members, management and the external auditors.

1. Information Needs

The Committee expects that written materials will be received from management and the external auditors at least five (5) days in advance of meeting dates.

1. In-Camera Meetings

At each meeting, the Committee shall meet in private session, if required, and may meet with the external auditors, with management, and with the Committee members only.

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1. Reporting to the Board

The Committee, through its Chair, shall report after each Committee meeting to the Board, if required, at the Board's next regular meeting.

1. The External Auditors

The Committee expects that in discharging its responsibilities to the shareholders, the external auditors shall be accountable to the Board through the Audit Committee. The external auditors shall report all material issues or potentially material issues to the Committee.

OPERATING PROCEDURES

1. The Committee shall meet at least four (4) times annually, or more frequently as circumstances dictate. Meetings shall be held at the call of the Chair upon the request of two (2) members of the Committee or at the request of the external auditors.
2. A quorum shall be a majority of the members.
3. Unless the Committee otherwise specifies, the Secretary of the Corporation shall act as Secretary at all meetings of the Committee.
4. In the absence of the Chair of the Committee, the members shall appoint an acting Chair.
5. A copy of the minutes of the prior meeting of the Committee shall be provided to each member of the Committee prior to each meeting.

RESPONSIBILITIES & DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Financial Reporting

1. Review the Corporation's annual and quarterly financial statements with management and, in the case of the annual financial statements, also with the external auditors, to gain reasonable assurance that the statements are accurate, complete and in accordance with International Financial Reporting Standards (IFRS). The Committee shall report upon the annual financial statements to the Board before the Board approves such financial statements.
2. Receive from the external auditors' report on their review of the annual financial statements.
3. Receive from management a copy of the representation letter provided to the external auditors and receive from management any additional representations required by the Committee.
4. Review and, if appropriate, recommend approval to the Board of management discussion and analysis, AIF forms (if prepared) and reports to the shareholders issued by the Corporation with respect to the Corporation's annual and quarterly financial statements.
5. Review and, if appropriate, recommend approval to the Board of prospectuses, any material change disclosures of a financial nature, and similar disclosure documents to be issued by the Corporation.

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A-3

Accounting Policies

1. Review with management and the external auditors the appropriateness of the Corporation's accounting policies and disclosures.
2. Review with management and the external auditors the Corporation's underlying accounting policies and any significant estimates and judgments.

Risk and Uncertainty

1. Review with management the significant financial risks and principal business risks facing the Corporation and gain reasonable assurance that they are being effectively managed or controlled.
2. Ascertain that policies and procedures are in place to minimize environmental, occupational health and safety, and other risks to asset value.
3. Review the adequacy of insurance coverage maintained by the Corporation.
4. Review regularly with management, the external auditors and the Corporation's legal counsel any legal claim or other contingency that could have a material effect upon the financial position of the Corporation.

Financial Controls and Control Deviations

1. Review with management the effectiveness of the Corporation's internal financial controls to ensure they are comprehensive, coordinated and cost effective.

Compliance with Laws and Regulations

1. Review regular reports from management and the external auditors with respect to the Corporation's compliance with laws and regulations having a material impact on the financial statements, various tax and other withholding accounts and other laws and regulations which could expose directors to liability.

Relationship with External Auditors

1. Recommend to the Board the nomination of external auditors.
2. Approve the remuneration and the terms of engagement of the external auditors as set out in the engagement letter.
3. Review the performance of the external auditors annually.
4. Receive a report annually from the external auditors with respect to their independence, such report to include a disclosure of all engagements (and fees related thereto) for any non-audit services by the Corporation.
5. Review with the external auditors the scope of the audit, the areas of special emphasis to be addressed in the audit, the general overall audit plan and the materiality levels, which the external auditors propose to employ. Review the results of the external audit with the external auditors including the auditors' report, overall presentation of the financial statements, any adjustments needed or contemplated, areas of difficulty and any changes to the original audit plan.

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1. Meet privately with the external auditors to determine that no management restrictions have been placed on the scope and extent of the audit examinations conducted by the external auditors or the reporting of their findings to the Committee.

2. Establish effective communication processes with management and the Corporation's external auditors to assist the Committee to monitor objectively the quality and effectiveness of the relationship among the external auditors, management and the Committee.

Other Responsibilities

1. After consultation with the Chief Financial Officer, discuss annually the reasonableness of the expenses of the Chief Executive Officer.
2. After consultation with the Chief Financial Officer and the external auditors, gain reasonable assurance annually of the quality and sufficiency of the Corporation's accounting personnel.
3. Perform such other functions as may from time to time be assigned to the Committee by the Board.

ACCOUNTABILITY

1. Review and update this Charter on a regular basis for approval by the Board.
2. From time to time, as requested by the Board, disclose its mandate and this Charter in the Corporation's statement of corporate governance practices.

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