Terra Balcanica Resources Corp. — Proxy Solicitation & Information Statement 2025

Jul 28, 2025

TERRA BALCANICA RESOURCES CORP.
1100 – 1111 Melville St.
Vancouver, BC V6E 3V6

NOTICE OF ANNUAL AND SPECIAL MEETING
AUGUST 28, 2025
TO THE VOTING SECURITYHOLDERS:

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the “Meeting”) of the holders (each, a “Voting Securityholder” or “Shareholder”) of common shares (the “Common Shares”) of Terra Balcanica Resources Corp. (the “Company”) will be held on August 28, 2025 at the hour of 10:00 a.m. (Pacific time) at Suite 1100, 1111 Melville St., Vancouver, BC for the following purposes, namely:

1. to receive the audited financial statements of the Company for the financial year ended January 31, 2025, together with the auditor report thereon;
2. to appoint Kreston GTA LLP as the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration;
3. to determine the number of directors of the Company at five;
4. to elect five directors of the Company;
5. to consider and, if deemed advisable, to pass an ordinary resolution approving the Company’s Omnibus Equity Compensation Plan, as more particularly described in the accompanying Circular under the heading “Particulars of Other Matters to be Acted Upon – Omnibus Equity Compensation Plan”;
6. to consider and, if deemed advisable, to pass a special resolution approving the Amendment to the Company’s Articles, as more particularly described in the accompanying Circular under the heading “Particulars of Other Matters to be Acted Upon – Approval of Amendment to Articles”; and
7. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The board of directors of the Company (the “Board”) unanimously recommends that the Voting Securityholders vote FOR all of the matters to be considered at the Meeting, and it is the intention of the management designees named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote in favour of all resolutions.

Accompanying this Notice of Meeting are an Information Circular and a form of proxy (or a voting instruction form if you hold Common Shares through a broker or other intermediary). The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice of Meeting.

Only Voting Securityholders of record at the close of business on July 21, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

Voting Securityholders may attend the Meeting in person or may be represented at the Meeting by proxy. Voting Securityholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date and sign the enclosed Instrument of Proxy and to mail it to or deposit it with the Corporate Secretary of the Company, c/o Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), by facsimile to 1-866-249-7775 or 1-416-263-9524 (if outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com prior to 10:00 a.m., Pacific time, on August 26, 2025 being at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment(s) or postponement(s) thereof. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment(s) or postponement(s) thereof. A person appointed as proxy holder need not be a shareholder of the Company.

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  YOU ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT YOUR RISK.

DATED at Vancouver, BC, the 21st day of July, 2025

By Order of the Board of Directors

“Aleksandar Miskovic”

President, CEO and Director