Terreno Resources Corp. — Proxy Solicitation & Information Statement 2025

Nov 17, 2025

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual and Special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Terreno Resources Corp. (the “Company”) will be held on Tuesday, December 9, 2025, at the hour of 3:00 p.m. (Eastern time), at Suite 219, 120 Carlton Street East, Toronto, Ontario for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the years ended March 31, 2025 and 2024, and the report of the auditors thereon; and
2. to set the number of Directors at three (3); and
3. to elect the Directors of the Company; and
4. to appoint Simone & Company, Chartered Professional Accountant, as auditor for the ensuing year and authorizing the Directors to fix their renumeration; and
5. to approve the continuation of the existing stock option plan of the Company; and
6. to approve a potential share consolidation, subject to regulatory approval, that the Directors be and are granted shareholder permission to complete a common share consolidation of up to ten (10) old common shares in exchange for one (1) new common share; and
7. to re-approve any future potential financings for up to 200% of the number of common shares, post consolidation, in any twelve (12) month period; and
8. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the meeting or any adjournment thereof must deposit his or her duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc., 320 Bay Street, 14th floor, Toronto, Ontario M5H 4A6 not later than 3:00 p.m. (Eastern time) on Friday December 5, 2025 or, if the meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the meeting.

The accompanying management information 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 and Special Meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 4th day of November, 2025.

BY ORDER OF THE BOARD

“Richard Williams” (Signed)

President & Chief Executive Officer