Temas Resources Corp. — Proxy Solicitation & Information Statement 2025

May 28, 2025

TEMAS

Notice of Availability of Proxy Materials for TEMAS RESOURCES CORP.'s Annual General & Special Meeting

Meeting Date and Time: Thursday, June 26, 2025 at 10:00 am (Vancouver time)

Location: Via Zoom

Join the Meeting by using the following link:

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

Meeting ID: 862 3354 3699 | Passcode: 942549

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

www.temasresources.com/investors/shareholder-meetings

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by June 14, 2025 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via https://odysseytrust.com/ca-en/help/ or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. FINANCIAL STATEMENTS: to receive the audited financial statements of the Company for the financial year ended December 31, 2024, together with the auditor's report thereon. See the section entitled "Particulars of Matters to be Acted Upon – Financial Statements" in the Information Circular.
2. FIX THE NUMBER OF DIRECTORS: to fix the number of directors at four (4). See the section entitled "Particulars of Matters to be Acted Upon – Fix Number of Directors and Election of Directors" in the Information Circular.
3. ELECTION OF DIRECTORS: to elect the directors for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon – Fix the Number of Directors and Election of Directors" in the Information Circular.

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1. APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint the auditors of the Company and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of the Auditor" in the Information Circular.

2. INITIAL PUBLIC OFFERING ON THE AUSTRALIAN SECURITIES EXCHANGE: 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. See the section entitled "Particulars of Matters to be Acted Upon – Approval of Initial Public Offering on the Australian Securities Exchange" in the Information Circular.

3. CONTROL PERSON: 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. See the section entitled "Particulars of Matters to be Acted Upon – Control Person" in the Information Circular.

4. OTHER BUSINESS: to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by Tuesday, June 24, 2025.

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.