Tesoro Minerals Corp. — Proxy Solicitation & Information Statement 2025

May 26, 2025

TESORO MINERALS CORP.
Suite 1005, 409 Granville Street
Vancouver, BC V6C 1T2
Telephone: (604) 983-8848

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY given that an annual and special general meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Shares") of Tesoro Minerals Corp. (the "Corporation") will be held at the offices of Osler, Hoskin & Harcourt LLP, Bentall Four, Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1K8 on Monday, June 16, 2025 at 11:00 a.m. (Vancouver time).

Shareholders will have the option to participate in the Meeting virtually through Zoom using the following link:

https://us02web.zoom.us/j/87096474491?pwd=eRpjpeOzQg1aqEHjesXtny7amWeiBg.1

Meeting ID: 870 9647 4491
Passcode: 603061

Shareholders should vote on the matters before the Meeting by proxy.

The Meeting will be to consider the following (which are further described in the Corporation's information circular (the "Circular") available under the Corporation's SEDAR+ profile at www.sedarplus.ca:

1. to receive and consider the consolidated audited financial statements of the Corporation for the financial year ended October 31, 2024, together with the auditor's report thereon;
2. to fix the number of the directors of the Corporation at four (4) for the ensuing year;
3. to elect the directors of the Corporation for the ensuing year;
4. to re-appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year;
5. to authorize the directors of the Corporation to fix the auditor's remuneration for the ensuing year;
6. To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution re-approving the Corporation's Omnibus Equity Incentive Compensation Plan, as more particularly described in the Circular; and
7. to transact such other business as may be properly come before the Meeting.

The board of directors of the Corporation has, by resolution, fixed the close of business on May 9, 2025 as the record date of the Meeting, being the date for determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

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Shareholders who are unable to attend the Meeting in person are requested to read the notes on the reverse of the form of proxy and complete and return the form of proxy to the registrar and transfer agent for the Shares, Computershare Investor Services Inc., by 11:00 a.m. (Vancouver time) on Thursday, June 12, 2025, or not less than 48 hours prior to commencement of any adjournment of the Meeting.

DATED at Vancouver, British Columbia, the 9th day of May, 2025.

ON BEHALF OF THE BOARD

"Scott McLean"

Scott McLean
Interim President & Chief Executive Officer and a Director

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TESORO MINERALS CORP.
Suite 1005, 409 Granville Street
Vancouver, BC V6C 1T2
Telephone: (604) 983-8848

ADDENDUM TO THE PROXY MATERIALS
FOR THE ANNUAL AND SPECIAL GENERAL MEETING

Summary

Concurrent with the mailing of the notice of meeting (the "Notice") and information circular ("Circular") and form of proxy (collectively, the "Proxy Materials") for Tesoro Minerals Corp.'s (the "Corporation") June 16, 2025 annual general and special meeting (the "Meeting"), please note that the Meeting date has changed from Monday, June 16, 2025 to Tuesday, June 24, 2025. The Proxy Materials can be obtained from SEDAR+ at www.sedarplus.ca under the Corporation's profile and have been mailed to shareholders of the Corporation in connection with the Meeting.

1. Amendments to the Notice

The Notice of the Meeting is hereby amended as follows:

(a) by replacing "Monday, June 16, 2025" with "Tuesday, June 24, 2025" in the first paragraph of the Notice;
(b) by removing "and" at the end of item 6;
(c) by adding a new item 7 to read as follows:

"7. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the board of directors (the "Board") of the Corporation to proceed with a consolidation of the Shares in the capital of the Corporation on a ratio of one (1) post-consolidation Share for every four (4) pre-consolidation Shares, as more particularly described in the Circular; and";

(d) by renumbering item 7 as item 8; and
(e) by replacing "Thursday, June 12, 2025" with "Friday, June 20, 2025" in the last paragraph of the Notice:

1. Amendment to the Circular

The Circular is hereby amended as follows:

(a) the section of the Circular under the heading "PARTICULARS OF MATTERS TO BE ACTED UPON", by adding the following after item 6:

"7. Approval of Share Consolidation

At the Meeting, Shareholders will be asked to consider and, if thought fit, pass a special resolution (the "Consolidation Resolution") authorizing the Board to

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proceed with a consolidation of the Shares on a ratio of one (1) post-consolidation Share for every four (4) pre-consolidation Shares (the "Consolidation").

Background to and Reasons for the Share Consolidation

The Board is of the opinion that it is in the Corporation and Shareholders' best interests to consolidate the Shares as an increase in the price per Share could increase the interest of institutional and other investors in the Corporation's Shares and make financings and acquisitions more attainable. For example, certain institutional investors may have policies that prohibit them from purchasing stock below a minimum price and a Consolidation may help to attract such investors, amongst others.

Although approval for the Consolidation is being sought at the Meeting, if approved, the Consolidation would not become effective until the Board decides to implement the Consolidation. The special resolution will also authorize the Board to elect not to proceed with, and abandon, the Consolidation at any time if it determines, in its sole discretion, that the Consolidation is not the Shareholders' best interests. The Consolidation is subject to Shareholder approval pursuant to the rules of the TSX-V and the articles of the Corporation.

Effects of the Share Consolidation General

In the event the Consolidation is approved by the Shareholders and implemented by the Board, the registered holders of Shares will be required to exchange the certificates representing their pre-consolidation Shares for new certificates representing post-consolidation Shares. Following the determination of the Consolidation ratio by the Board, and as soon as possible following the effective date of the Consolidation, the registered holders of Shares will be sent a letter of transmittal by the Corporation's transfer agent, Computershare Investor Services Inc. The letter of transmittal will contain instructions on how to surrender share certificate(s) representing pre-consolidation Shares to the transfer agent. The transfer agent will forward to each registered Shareholder who has sent the required documents a new share certificate representing the number of post-consolidation Shares to which the Shareholder is entitled. Shareholders will not have to pay a transfer or other fee in connection with the exchange of certificates. Shareholders should not submit certificates for exchange until required to do so. Until surrendered, each certificate formerly representing Shares will be deemed for all purposes to represent the number of Shares to which the holder thereof is entitled as a result of the Consolidation.

Other Considerations

The Consolidation will not materially affect the percentage ownership in the Corporation by Shareholders even though such ownership will be represented by a lesser number of Shares. The Consolidation will proportionately reduce the number of Shares held by all the Shareholders.

There can be no assurance that the market price of the post-Consolidation Shares will increase as a result of the Consolidation. The marketability and trading liquidity of the post-consolidation Shares may not improve. The Consolidation may result in some Shareholders owning "odd lots" of Shares which may be more difficult for

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such Shareholders to sell or which may require greater transaction costs per share to sell.

As set out in Section 83 of the BCBCA, if any fractional Shares are to be converted into whole Shares, each fractional share following conversion that is less than one-half of a share must be cancelled and each fractional share that is at least one-half of a share must be changed to one whole share.

Approval of the Share Consolidation Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Consolidation Resolution authorizing the Board to proceed with the Consolidation. The Consolidation Resolution is a special resolution and, as such, requires approval by not less than two-thirds (66⅔) of the votes cast by the Shareholders present, or represented by proxy, at the Meeting. The full text of the Consolidation Resolution which management of the Corporation intends to place before the Meeting for approval, with or without modification, is as follows:

"BE IT RESOLVED, as a special resolution of the Corporation's Shareholders that:

1. Tesoro Minerals Corp. (the "Corporation") be and it is hereby authorized to change the number of issued and outstanding common shares in the capital of the Corporation ("Shares") by consolidating the issued and outstanding Shares on a ratio of one (1) new post-consolidation Share for every four (4) pre-consolidation Shares (the "Consolidation"), such Consolidation to become effective at a date in the future to be determined by the board of directors (the "Board") when the Board considers it to be in the best interests of the Corporation to implement the Consolidation;
2. the Board of the Corporation is hereby authorized, at any time and in its absolute discretion, to determine whether or not to proceed with the Consolidation without further approval, ratification or confirmation by the shareholders; and
3. any director or officer of the Corporation is hereby authorized for, on behalf of, and in the name of the Corporation to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, contemplated by, necessary or desirable in connection with the foregoing resolutions, as may be required from time to time and contemplated and required in connection therewith, or as such director or officer in his or her discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby."

The Board recommends that Shareholders vote in favour of the Consolidation Resolution. It is intended that all proxies received will be voted FOR the approval of the Consolidation Resolution, unless a Shareholder directs that their Shares are to be voted against the Consolidation Resolution."