Temas Resources Corp. — Proxy Solicitation & Information Statement 2025

May 28, 2025

TEMAS RESOURCES CORP.
309 – 2912 West Broadway Street
Vancouver, British Columbia V6K 0E9

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 26, 2025

NOTICE IS HEREBY GIVEN that the Annual General & Special Meeting (the “Meeting”) of Temas Resources Corp. (the “Company”) will be held online via a virtual meeting portal using the access information provided below on Thursday, June 26, 2025 at 10:00 a.m. (Vancouver time) or at any adjournment thereof.

The Meeting will be held for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended December 31, 2024, together with the auditor’s report thereon;
2. to fix the number of directors at four (4);
3. to elect the directors for the ensuing year;
4. to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
5. to approve a resolution authorizing an initial public offering on the Australian Securities Exchange pursuant to which the Company will issue up to more than 100% of the current issued and outstanding share capital of the Company;
6. to authorize, ratify and approve the March Offering (as defined below) pursuant to which S. Kyler Hardy has exceeded 20% of the issued and outstanding common shares of the Company, all as more particularly described in the Circular; and
7. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The accompanying management information circular (the “Circular”) provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual general meeting (“Notice”). Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedarplus.ca.

The board of directors of the Company has by resolution fixed the close of business on Monday, May 12, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

Registered shareholders who are unable to attend the Meeting, are requested to date, complete and sign the enclosed form of proxy so that as large a representation as possible may be had at the Meeting and deliver it in accordance with the instructions set out in the form of proxy and in the accompanying 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 shares in a brokerage account, you are not a registered shareholder.

ZOOM MEETING DETAILS:

In order to dial into the Meeting within Canada, shareholders can phone 1.778.907.2071 or in the United States, shareholders can phone 1.669.900.6833 and enter the Meeting ID and Password noted below.

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Alternatively, you can find your local number at: https://zoom.us/u/acjmEywjak

In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link:

https://us02web.zoom.us/j/86233543699?pwd=899aibuZb1gxkoFcstQ5jJ1sTQYdst.1

Shareholders will have the option through the application to join the video and audio or simply view and listen.

Meeting ID: 862 3354 3699

Passcode: 942549

In order to assist the Scrutineer with attendance, Shareholders are asked to log into the Meeting with their First and Last Names.

DATED at Vancouver, British Columbia, this 12th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Tim Fernback” (signed)

Tim Fernback

CEO & Director