Teuton Resources Corp. — Proxy Solicitation & Information Statement 2025

Mar 14, 2025

Teuton Resources Corp.
2130 Crescent Road
Victoria, BC V8S 2H3
Tel: 778-430-5680

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the shareholders of Teuton Resources Corp. (the "Company") will be held at #506-889 West Pender Street, Vancouver, B.C., on April 4, 2025 at 10:00 am (Vancouver time) for the following purposes:

1. To receive and consider the financial statements of the Company and the auditor's report thereon for the fiscal year ended December 31, 2023;
2. To fix the number of directors at four (4);
3. To elect the directors to hold office until the next annual meeting of shareholders;
4. To appoint Charlton & Company, Chartered Professional Accountants, as independent auditors of the Company for the next fiscal year, and to authorize the Directors to fix their remuneration;
5. To approve, with or without variation, the Company's omnibus equity incentive plan, as more particularly described in the Circular;
6. To consider, in accordance with the interim order of the Supreme Court of British Columbia dated March 6, 2025, and, if deemed advisable, to approve, with or without variation, a special resolution approving a statutory plan of arrangement between the Company and Luxor Metals Ltd. ("Luxor") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) whereby, among other things, the Company will transfer certain mineral properties to Luxor and "spin out" Luxor as a stand-alone company owned by the Company's shareholders; and
7. To approve, with or without variation, the SpinCo Stock Option Plan, as more particularly described in the Circular.

Accompanying this Notice of Meeting are a Management Information and Proxy Circular, Proxy Form and a Financial Statement Request Form.

A shareholder entitled to vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her stead. If you are unable to attend the Meeting, or any adjournment thereof, in person, please date, execute, and return the enclosed form of proxy in accordance with the instructions set out in the notes to the proxy and any accompanying information from your intermediary.

DATED at Victoria, British Columbia, on March 7, 2025

BY ORDER OF THE BOARD OF DIRECTORS

"Dino Cremonese"

Dino Cremonese
President and Chief Executive Officer