NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
MANAGEMENT INFORMATION CIRCULAR

FOR THE
ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS

TO BE HELD

WEDNESDAY, MARCH 26, 2025
10:00 A.M. (PACIFIC)
SUITE 1305, 1090 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA

TINKA RESOURCES LIMITED
Suite 1305, 1090 West Georgia Street
Vancouver, BC V6E 3V7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the Shareholders (the "Meeting") of Tinka Resources Limited (the "Company") will be held at Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, Canada on Wednesday, March 26, 2025 at 10:00 a.m. (Pacific time), for the following purposes:

To receive the audited consolidated financial statements of the Company for the fiscal year ended September 30, 2024 (with comparative statements relating to the preceding financial period) together with the report of the auditor therein;
To determine the number of directors at seven (7);
To elect directors;
To appoint D&H Group LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration;
To consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Company's Stock Option Plan, as more particularly described in the Management Information Circular dated February 18, 2025 (the "Management Information Circular");
To consider and, if thought fit, to pass an ordinary resolution approving the creation of Nexa Resources S.A. as a new Control Person, as more particularly described in the Management Information Circular. Refer to "Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons" in the accompanying Management Proxy Circular; and
To consider and, if thought fit, to pass an ordinary resolution approving the creation of Compañía de Minas Buenaventura SAA as a new Control Person, as more particularly described in the Management Information Circular. Refer to "Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons" in the accompanying Management Proxy Circular.

Accompanying this Notice of Meeting are a Management Information Circular, a form of Proxy (or a voting instruction form if you hold common shares through a broker or other intermediary) and a Financial Statement Request Form. The accompanying Management Information Circular provides additional 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 Meeting.

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. You may also appoint someone (known as a proxyholder) to represent you at the Meeting and vote on your behalf. If you wish to appoint some other person to represent you at the Meeting, you may do so by striking out the names of the persons designated in the proxy form and inserting the name of the person to be appointed in the blank space provided and signing the proxy form. If you complete and submit the proxy form without alteration, then you will have appointed the Management Nominee(s) to attend the Meeting and vote on your behalf. If you wish to vote at the Meeting by proxy, you must either (a) complete and sign the proxy and return it to the Company's transfer agent, Computershare Investor Services Inc. (Computershare), or (b) follow the instructions in the proxy to vote by telephone or on the internet. In order to be valid, the telephone or internet voting must be completed or the proxy must be received by Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by fax at +1 (866) 249-7775 (toll free in Canada and the United States) or +1 (416) 263-

9524 (outside Canada and the United States), no later than 10:00 am, Pacific Time on Monday, March 24, 2025.

If you are a non-registered shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Shareholders are encouraged to vote on the matters in advance of the Meeting by submitting completed form of proxies (or voting instruction form) prior to the Meeting by one of the means described in this Information Circular.

DATED at Vancouver, British Columbia, this 18th day of February, 2025.

BY ORDER OF THE BOARD

(signed) "Graham Carman"

Graham Carman
President, Chief Executive Officer and Director

TINKA RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at February 18, 2025, unless indicated otherwise)

SOLICITATION OF PROXIES

This management information circular ("Information Circular") is furnished in connection with the solicitation of proxies by the management of Tinka Resources Limited (the "Company") for use at the Annual General and Special Meeting of Shareholders of the Company (and any adjournment thereof) to be held on March 26, 2025 (the "Meeting") at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

APPOINTMENT OF PROXYHOLDER

The individuals named in the accompanying form of proxy are directors and/or officers ("Management's Nominees") of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by Computershare Investor Services Inc. (the "Transfer Agent"), of 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, or any adjournment thereof. Proxies delivered after that time will not be accepted.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by an attorney duly authorized in writing or, where the shareholder is a company, by a duly authorized officer or attorney of such company, and delivered to the head office of the Company, Suite 1305 – 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7 (Attention: Corporate Secretary), at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the common shares in the capital of the Company ("Common Shares") they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered shareholders may vote at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in such shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are

registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers' clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Company to the registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted.

This Information Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("NOBOs"). Subject to the provision of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

The Company has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBOs. By choosing to send these materials to you directly, the Company (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. As a result, if you are a NOBO of the Company, you can expect to receive a scannable Voting Instruction Form ("VIF") from the Transfer Agent. Please complete and return the VIF to the Transfer Agent in the envelope provided or by facsimile. In addition, telephone voting and internet voting instructions can be found on the VIF. The Transfer Agent will tabulate the results of the VIF's received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIF's they receive.

The Company will not pay for intermediaries to deliver the Meeting materials to OBOs, and OBOs will not receive the Meeting materials unless their intermediary assumes the cost of delivery.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the Beneficial Shareholder's name, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity.

Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

VOTING OF PROXIES

The Common Shares represented by a properly executed proxy in favour of Management’s Nominees as proxyholders in the accompanying form of proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and

(b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, SUCH COMMON SHARES WILL BE VOTED AS DIRECTED BY MANAGEMENT OF THE COMPANY FOR EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. If any amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter that may be presented to the Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed below, no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors, the appointment of auditors and the ratification of the Option Plan (as defined herein).

As described in this Information Circular under the heading “Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons”, on December 17, 2024, the Company closed a private placement financing (the “Private Placement”) of 17,392,958 units of the Company (the “Units”) at a price of C$0.10 per Unit. Each Unit consisted of one Common Share and one-half of one Common Share purchase warrant (the “Warrants”) at an exercise price of C$0.15 for a period of eighteen (18) months expiring on June 17, 2026.

Nexa Resources S.A. (“Nexa”), an insider and a major shareholder of the Company, increased its ownership interest in the Company by subscribing for 9,859,155 Units in the Private Placement. Prior to the Private Placement, Nexa held 71,343,053 Common Shares of the Company or 18.23% of the issued and outstanding Common Shares. Pursuant to the closing of the Private Placement, Nexa now holds 81,202,208 Common Shares or 19.87% of the issued and outstanding Common Shares and 4,929,577 Warrants entitling Nexa to acquire 4,929,577 additional Common Shares. Mr. Jones Belther, an independent director of the Company since May 2022, is a director nominated by Nexa.

Compañia de Minas Buenaventura SAA (“Buenaventura”), an insider and a major shareholder of the Company, also increased its ownership interest in the Company by subscribing for 5,633,803 Units in the Private Placement. Prior to the Private Placement, Buenaventura held 75,614,289 Common Shares of the Company or approximately 19.3% of the outstanding Common Shares on a non-diluted basis. Pursuant to the closing of the Private Placement, Buenaventura now holds 81,248,092 Common Shares or 19.9% of the issued and outstanding Common Shares and 2,816,901 Warrants entitling Buenaventura to acquire 2,816,901 additional Common Shares. Mr. Raul Benavides, an independent director of the Company since February 2020, is a director nominated by Buenaventura.

Each of Nexa and Buenaventura agreed to a restriction on the exercise of any outstanding Warrants held as at closing of the Private Placement that prevents the exercise thereof if such exercise would result in either Nexa or Buenaventura holding 20% or more of the issued and outstanding Common Shares, unless approval is obtained from the Company’s disinterested shareholders.

The Company is seeking shareholder approval for the creation of new control persons upon the exercise of the Warrants issued to each of Nexa and Buenaventua as part of the Units in connection with the closing of the Private Placement. See “Particulars of Matters to be Acted Upon – Creation of New Control Persons.”

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of Common Shares without par value. As at February 18, 2025, (the “Record Date”), the Company had 408,696,885 Common Shares issued and outstanding.

Only shareholders of record at the close of business on the Record Date who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in that shareholder’s name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at the offices of the Transfer Agent and will be available at the Meeting. Shareholders represented by proxy holders are not entitled to vote on a show of hands.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as of the close of business on February 18, 2025, other than:

Name of Shareholder	Number of Common Shares	Percentage of Issued and Outstanding
Compañia de Minas Buenaventura SAA	81,248,092	19.88%
Nexa Resources SA	81,202,208	19.87%
Sentient Executive GP IV, Limited
(For the general partner of Sentient Global Resources Fund IV L.P)	73,709,452	18.04%

ELECTION OF DIRECTORS

The board of directors of the Company (the "Board") presently consists of seven (7) directors, and shareholders will be asked at the Meeting to determine the number of directors at seven (7) for the ensuing year. The Board has determined that the size of the Board is appropriate based on the Company's needs for the ensuing year.

Pursuant to the Advance Notice Policy adopted by the Board on December 16, 2013, which was ratified and confirmed by the shareholders of the Company at the annual and special meeting of shareholders held on March 20, 2014 and is filed on SEDAR+ under the Company's profile at www.sedarplus.ca, any additional director nominations for the Meeting must have been received by the Company in compliance with the Advance Notice Policy on or before the close of business on January 31, 2025. No additional director nominations were received by the Company on or before such date.

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election as directors at the Meeting as management's nominees, and the Management's Nominees proposed by management as proxyholders in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia) (the "BCBCA").

The following table and notes thereto sets out the name of each person proposed to be nominated by management for election as a director (a "proposed director"), the province and country in which he or she is ordinarily resident, all offices of the Company now held by him or her, his or her principal occupation within the five preceding years, the period of time for which he or she has been a director of the Company, and the number of Common Shares beneficially owned by him or her, directly or indirectly, or over which he or she exercises control or direction, as at the date thereof.

Shareholders can vote for all of the proposed nominees for directors of the Company, vote for some of the proposed nominees and withhold for others, or withhold from voting for all or any of the proposed nominees. Unless such authority is withheld, Management's Nominees intend to vote "FOR" the election as directors of the Company, of the seven proposed directors names are set forth below.

Name, Position, Province or State and Country of Residence(1)	Principal Occupation During Past Five Years(1)	Date Became a Director	Number of Common Shares beneficially owned or controlled or directed, directly or indirectly(1)
GRAHAM CARMAN(2)(4)
President, Chief Executive Officer (“CEO”) & Director (resident of New South Wales, Australia)	President, CEO and a director of the Company since July 2014. Dr. Carman provides geological and management services to the Company through Bluerock Geological Pty Ltd., a private company controlled by Dr. Carman. Dr. Carman is a Fellow of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and is the Company’s Qualified Person as defined by NI 43-101.	July 24, 2014	3,002,612(5)
NICK DEMARE(3)
Chief Financial Officer (“CFO”) & Director (resident of British Columbia, Canada)	Chartered Professional Accountant. President of Chase Management Ltd. (“Chase”), a private company which provides accounting management, securities regulatory compliance and corporate secretarial services to companies listed on the TSXV and TSX, from 1991 to present.	October 15, 2002	2,016,786(6)
BENEDICT MCKEOWN(2)(3)(4)
Non-Executive Chairman and Director (resident of New South Wales, Australia)	Self-employed Chartered Engineer through the UK Engineering Council and a Fellow of the UK Institute of Materials, Mining and Metallurgy. Previously, Mr. McKeown was a partner at The Sentient Group for 10 years until May 2017.	August 17, 2017	455,000
MARY LITTLE(2)(3)
Director (resident of Santiago, Chile)	President and CEO of Perihelion Inc., a management consultancy company, since 2014. Formerly, founder, director, CEO and President of Mirasol Resources Ltd. (from October 2003 to May 2014).	March 22, 2016	750,000
PIETER BRITZ(4)(7)
Director (resident of New South Wales, Australia)	Managing Partner at Sentient Equity Partners (previously, The Sentient Group). Mr. Britz joined Sentient Equity Partners as an investment professional in private equity in 2007.	January 8, 2018	1,325,181(6)
RAUL BENAVIDES(8)
Director (resident of Lima, Peru)	Retired. Director of Compañía de Minas Buenaventura SAA (“Buenaventura”), a Peruvian precious and base metal producer, since January 2021. Previously, Mr. Benavides served as Vice President - Corporate Development with Buenaventura from 1997 to 2020.	February 27, 2020	1,489,500
JONES BELTHER(4)(9)
Director (resident of Sao Paulo, Brazil)	Senior VP-Mineral Exploration & Business Development at Nexa Resources SA (“Nexa”) since January 2023. Previously, Senior VP-Mineral Exploration & Technology at Nexa from 2014 to 2022.	May 31, 2022	Nil

NOTES:

(1) The information as to the residence, principal occupation and number of Common Shares beneficially owned by the nominee (directly or indirectly or over which control or direction is exercised), not being within the knowledge of the Company, has been furnished by the respective proposed directors individually.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.
(4) Member of the Technical Committee.
(5) Of these Common Shares, 1,067,113 are owned by The Carman Family Superfund of which Dr. Carman is a trustee.
(6) Of these Common Shares, 153,030 are owned by Chase, 763,167 are owned by DNG Capital Corp., a private company owned by Mr. DeMare, and 49,692 are owned by 888 Capital Corp., a private company owned 50% by Mr. DeMare.
(7) Mr. Britz is a director nominee of Sentient Executive GP IV, Limited. Of these shares, 1,275,000 are held by Harstaf Pty Ltd., a private company owned by Mr. Britz.
(8) Mr. Benavides is a director nominee of Buenaventura.
(9) Mr. Belther is a director nominated by Nexa.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

None of the proposed directors of the Company or any of their personal holding companies:

(a) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company, including the Company, that:

(i) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the person ceased to be a director, chief executive officer or chief financial officer of the relevant company and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) is as at the date of this Information Circular or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

None of the proposed directors of the Company or any of their personal holding companies have been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

In this section, a "Named Executive Officer", or "NEO", means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

Based on the foregoing definitions, during the financial year ended September 30, 2024, the Company had two NEOs, namely: Dr. Graham Carman, President and CEO and Mr. Nick DeMare, CFO..

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company for the two most recently completed financial years ended September 30, 2024 and 2023. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities and Instruments" of this Information Circular.

Table of Compensation, Excluding Compensation Securities
Name and position	Year^{(1)}	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)^{(2)}	Value of all other compensation ($)	Total compensation ($)
Graham Carman
President, CEO and Director	2024
2023	297,080^{(3)}
309,996^{(3)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	297,080
309,996
Nick DeMare
CFO and Director	2024
2023	39,000^{(4)}
42,000^{(4)}	Nil
Nil	Nil
Nil	Nil
Nil	57,620^{(5)}
58,820^{(5)}	96,620
100,820
Mary Little
Director^{(6)}	2024
2023	27,500
30,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	27,500
30,000

Table of Compensation, Excluding Compensation Securities
Name and position	Year^{(1)}	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)^{(2)}	Value of all other compensation ($)	Total compensation ($)
Benedict McKeown
Non-Executive
Chairman and
Director^{(6)}	2024
2023	44,000^{(7)}
48,000^{(7)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	44,000
48,000
Pieter Britz
Director^{(6)}	2024
2023	27,500^{(8)}
12,500^{(8)}	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	27,500
12,500
Raul Benavides
Director^{(6)}	2024
2023	27,500
30,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	27,500
30,000
Jones Belther^{(9)}
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

NOTES:

(1) Fiscal year end September 30.
(2) The Company doesn't pay perquisites.
(3) Paid to Bluerock Geological Pty Ltd. ("Bluerock"), a private company controlled by Dr. Carman, which provides the services of Dr. Carman as the Company's President and CEO. See "Employment, Consulting and Management Agreements". No fees were paid to Dr. Carman in his capacity as a director of the Company. Effective September 1, 2024, Dr. Carman voluntarily reduced his consulting fees to 50%, in response to the Company's cost savings measures.
(4) Paid to Chase Management Ltd. ("Chase"), a company wholly-owned by Mr. DeMare, in his capacity as CFO and director of the Company. Of this amount, $12,000 was paid to Mr. DeMare in his capacity as CFO for 2023 (2022 - $12,000). Effective September 1, 2024, Mr. Nick's fees in his capacity as CFO were reduced to $500 per month and his fees in his capacity as director of the Company were suspended, in response to the Company's cost savings measures.
(5) Paid to Chase for rent, administrative and accounting services rendered to the Company.
(6) Effective September 1, 2024, all directors' fees were suspended, in response to the Company's cost savings measures.
(7) Of this amount, Mr. McKeown was paid $18,000 in his capacity as Non-Executive Chairman of the Company, for each fiscal year. Effective September 1, 2024, Mr. McKeown's consulting fees in his capacity as Non-Executive Chairman were suspended, in response to the Company's cost savings measures.
(8) Paid to Harstaf Pty Ltd., a private company owned by Mr. Britz.
(9) Jones Belther does not receive fees for serving on the Board.

External Management Companies

Please refer to "Employment, Consulting and Management Agreements" below for disclosure relating to any external management company employing, or retaining individuals, acting as Named Executive Officers of the Company, or that provide the Company's executive management services and allocate compensation paid to any Name Executive Officer or director.

Stock Options and Other Compensation Securities

There were no compensation securities granted or issued by the Company to any NEO or director of the Company for the financial year ended September 30, 2024.

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As at September 30, 2024, there were 14,977,500 stock options outstanding, including:

(1) Dr. Carman held an aggregate of 3,650,000 stock options of the Company, that entitle him to acquire upon exercise 3,650,000 Common Shares. All these stock options have vested.

(2) Mr. McKeown held an aggregate of 1,750,000 stock options of the Company that entitle him to acquire upon exercise 1,750,000 Common Shares. All these stock options have vested.

(3) Mr. DeMare held an aggregate of 1,300,000 stock options of the Company in his name, that entitle him to acquire upon exercise 1,300,000 Common Shares and 300,000 stock options of the Company through Chase, that entitle him to acquire upon exercise 300,000 Common Shares. All of the stock options have vested.

(4) Ms. Little held an aggregate of 1,400,000 stock options of the Company, that entitle her to acquire upon exercise 1,400,000 Common Shares. All of the stock options have vested.

(5) Mr. Britz held of 700,000 stock options of the Company, that entitle him to acquire upon exercise 700,000 Common Shares. All of the stock options have vested.

(6) Mr. Benavides held 700,000 stock options of the Company, that entitle him to acquire upon exercise 700,000 Common Shares. All of the stock options have vested.

(7) Mr. Belther holds no stock options of the Company.

There were no exercises of compensation securities by directors or Named Executive Officers during the most recently completed financial year ended September 30, 2024.

Stock Option Plan and Other Incentive Plans

The Company has no other incentive plans other than its stock option plan (the "Option Plan"). The Company has adopted a rolling stock option plan, which makes a total of 10% of the issued and outstanding Common Shares at the date of grant of an option available for issuance thereunder.

The Option Plan, which is a significant component of executive compensation, was established to promote the profitability and growth of the Company by facilitating the efforts of the Company to retain and encourage key individuals and qualified parties to continue their association with the Company. The Option Plan provides that it is solely within the discretion of the Board, upon consideration of a recommendation from the Company's Compensation Committee, to determine who should receive options and in what amounts. The options may have vesting provisions, as determined by the Board. Options may be granted for any term up to a maximum of ten years after the issuance of such options.

The following is a summary of the material terms of the Option Plan:

Eligibility

The Option Plan allows the Company to grant Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries (collectively, the "Option Plan Participants").

Number of Shares Issuable

The aggregate number of Common Shares that may be issued to Option Plan Participants under the Option Plan will be that number of Shares equal to 10% of the issued and outstanding Shares on the particular date of grant of the Option.

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Limits on Participation

The Option Plan provides for the following limits on grants, for so long as the Company is subject to the requirements of the Exchange, unless disinterested shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the Exchange:

(i) the maximum number of Shares that may be issued to any one Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly-owned by the Option Plan Participant) under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 5% of the issued Shares calculated on the date of grant;

(ii) the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 10% of the issued Shares calculated on the date of grant; and

(iii) the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security based compensation arrangements, may not exceed 10% of the issued Shares at any time.

For so long as such limitation is required by the Exchange, the maximum number of Options which may be granted within any 12-month period to Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Shares, and such Options must vest in stages over 12 months with no more than 25% vesting in any three month period. In addition, the maximum number of Shares that may be granted to any one consultant under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the date of grant.

Administration

The plan administrator of the Option Plan (the "Option Plan Administrator") will be the Board or a committee of the Board, if delegated. The Option Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Options under the Option Plan; determine conditions under which Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the Options; establish the form of option certificate ("Option Certificate"); interpret the Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Option Plan.

Subject to any required regulatory or shareholder approvals, the Option Plan Administrator may also, from time to time, without notice to or without approval of the shareholders or the Option Plan Participants, amend, modify, change, suspend or terminate the Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the Option Plan or any Option granted pursuant thereto may materially impair any rights of an Option Plan Participant or materially increase any obligations of an Option Plan Participant under the Option Plan without the consent of such Option Plan Participant, unless the Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the Option Plan.

All of the Options are subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the Option Plan Administrator, in its sole discretion, subject to such limitations provided in the Option Plan, and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the Option Plan and in accordance with applicable law, the Option Plan Administrator may accelerate the vesting of Options, cancel or modify outstanding Options and waive any condition imposed with respect to Options or Shares issued pursuant to Options.

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Exercise of Options

Options shall be exercisable as determined by the Option Plan Administrator at the time of grant, provided that no Option shall have a term exceeding 10 years so long as the Shares are listed on the Exchange.

Subject to all applicable regulatory rules, the vesting schedule for an Option, if any, shall be determined by the Option Plan Administrator. The Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of an Option, and such acceleration will not be considered an amendment to such Option and will not require the consent of the Option Plan Participant in question. However, no acceleration to the vesting schedule of an Option granted to an Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.

The exercise price of an Option shall be determined by the Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the Exchange; and (ii) the market value of the Shares on the applicable grant date.

An Option Plan Participant may exercise the Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such Options, as determined by the Option Plan Administrator:

the Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to the Company in an amount equal to the aggregate exercise price of the Shares being purchased pursuant to the exercise of the Options;
subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, a brokerage firm may be engaged to loan money to the Option Plan Participant in order for the Option Plan Participant to exercise the Options to acquire the Shares, subsequent to which the brokerage firm shall sell a sufficient number of Shares to cover the exercise price of such Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Shares from the exercise of the Options, and the Option Plan Participant shall receive the balance of the Shares or cash proceeds from the balance of such Shares; and
subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, consideration may be paid by reducing the number of Shares otherwise issuable under the Options, in lieu of a cash payment to the Company, an Option Plan Participant, excluding those providing investor relations services, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the volume-weighted average trading price of the Shares and the exercise price of the Options, by (ii) the volume-weighted average trading price of the Shares. The number of Shares delivered to the Option Plan Participant may be further reduced to satisfy applicable tax withholding obligations. The number of Options exercised, surrendered or converted, and not the number of Shares issued by the Issuer, must be included in calculating the number of Shares issuable under the Option Plan and the limits on participation.

If an exercise date for an Option occurs during a trading black-out period imposed by the Company to restrict trades in its securities, then, notwithstanding any other provision of the Option Plan, the Option shall be exercised no more than ten business days after the trading black-out period is lifted by the Company, subject to certain exceptions.

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Termination of Employment or Services and Change in Control

The following describes the impact of certain events that may, unless otherwise determined by the Option Plan Administrator or as set forth in an Option Certificate, lead to the early expiry of Options granted under the Option Plan.

Termination by the Company for cause:
Forfeiture of all unvested Options. The Option Plan Administrator may determine that all vested Options shall be forfeited, failing which all vested Options shall be exercised in accordance with the Option Plan.

Voluntary resignation of an Option Plan Participant:
Forfeiture of all unvested Options. Exercise of vested Options in accordance with the Option Plan.

Termination by the Company other than for cause:
Acceleration of vesting of a portion of unvested Options in accordance with a prescribed formula as set out in the Option Plan.¹ Forfeiture of the remaining unvested Options. Exercise of vested Options in accordance with the Option Plan.

Death or disability of an Option Plan Participant:
Acceleration of vesting of all unvested Options.¹ Exercise of vested Options in accordance with the Option Plan.

Termination or voluntary resignation for good reason within 12 months of a change in control:
Acceleration of vesting of all unvested Options.¹ Exercise of vested Options in accordance with the Option Plan.

Notes: (1) Any acceleration of vesting of unvested Options granted to an investor relations service provider is subject to the prior written approval of the Exchange.

Any Options granted to an Option Plan Participant under the Option Plan shall terminate at a date no later than 12 months from the date such Option Plan Participant ceases to be an Option Plan Participant.

In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Company, a material alteration of the capital structure of the Company and a disposition of substantially all of the Company's assets, the Option Plan Administrator may, without the consent of the Option Plan Participant, cause all or a portion of the Options granted to terminate upon the occurrence of such event.

Amendment or Termination of the Option Plan

Subject to any necessary regulatory approvals, the Option Plan may be suspended or terminated at any time by the Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under an Option previously granted without the consent of the Option Plan Participant.

The following limitations apply to the Option Plan and all Options thereunder as long as such limitations are required by the Exchange:

any adjustment to Options, other than in connection with a security consolidation or security split, is subject to prior Exchange acceptance and the issuance of a news release by the Company outlining the terms thereof;

any amendment to the Option Plan is subject to prior Exchange acceptance, except for amendments to reduce the number of Shares issuable under Option, to increase the exercise price of Options or to cancel Options;
any amendments made to the Option Plan shall require regulatory and shareholder approval and the issuance of a news release by the Company outlining the terms thereof, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and
the exercise price of an Option previously granted to an insider must not be reduced, or the extension of the expiry date of an Option held by an insider may not be extended, unless the Company has obtained disinterested shareholder approval to do so in accordance with Exchange policies.

Subject to the foregoing limitations and any necessary regulatory approvals, the Option Plan Administrator may amend any existing Options or the Option Plan or the terms and conditions of any Option granted thereafter, although the Option Plan Administrator must obtain written consent of the Option Plan Participant (unless otherwise excepted out by a provision of the Option Plan) where such amendment would materially decrease the rights or benefits accruing to an Option Plan Participant or materially increase the obligations of an Option Plan Participant.

As at the date of this Information Circular, the Company had 408,696,885 Common Shares issued and outstanding so that a maximum of 40,869,689 Common Shares would be available for issuance pursuant to the stock options granted under the Option Plan. Currently there are 8,350,000 stock options outstanding leaving 32,519,689 Common Shares available for grant of further options under the Option Plan.

The Option Plan was adopted by the Company as a new rolling stock option plan in March 2022, and was approved by the Company's shareholders at the last annual and special meeting of shareholders held on March 14, 2024, and by the TSX Venture Exchange (the "Exchange"). In accordance with the policies of the Exchange, a rolling stock option plan requires the approval of the shareholders of the Company on an annual basis. Accordingly, the Company will be seeking the approval of its shareholders to the ratification of the Option Plan at the Meeting. See "Particulars of Other Matters to be Acted Upon".

Employment, Consulting and Management Agreements

Management functions of the Company are substantially performed by directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

Dr. Graham Carman, President and CEO

Pursuant to a management agreement dated August 1, 2014, as amended on June 1, 2017, the Company engaged Bluerock to provide the services of Dr. Graham Carman as the Company's President and Chief Executive Officer. Effective February 1, 2020, the Company paid Bluerock C$310,000 per year at a monthly rate of C$25,833 (the "Base Monthly Fee") for management compensation of which C$20,667 or 80% of compensation to Bluerock is paid by the Company (the "Company Base Monthly Fee") and C$5,166 or 20% of compensation payable to Bluerock is paid by the Company's wholly-owned subsidiary, Darwin Resources Corp. (the "Darwin Base Monthly Fee"). As a result, the Company entered into a new management agreement with Bluerock (the "New Management Agreement") dated February 1, 2020. Darwin entered into a separate agreement with Bluerock and Dr. Carman dated February 1, 2020. From September 1, 2024, until December 31, 2024, the fees payable to Bluerock in exchange for Dr. Carman's services were reduced by 50% of the Company Base Monthly Fee and the Darwin Base Monthly Fee, in response to the Company's cost savings measures. Effective January 1, 2025, as a result of the completion of the Private Placement (as defined below), Dr. Carman's fees in exchange for his services as President and CEO of the Company, were re-instituted to 100% of the Company Base Monthly Fee and the Darwin Base Monthly Fee. Effective February 1, 2025, Dr. Carman's fees in exchange for his services as President

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and CEO of the Company were reduced to 70% of the Company Base Monthly Fee and the Darwin Base Monthly Fee. As a result, effective February 1, 2025, the revised Company Base Monthly fee is C$14,466.90 and the revised Darwin Base Monthly Fee is C$3,616.90 for total compensation of C$18,083.80 per month paid to Bluerock in exchange for the services of Dr. Carman as President and CEO of the Company.

The New Management Agreement provides that Bluerock may terminate the obligations under the New Management Agreement upon the occurrence of the following events:

(a) at any time upon providing 60 days' notice in writing to the Company (following which the Company must pay Bluerock the Base Monthly Fee and any reasonable expenses accrued up to such date of termination (the "Accrued Obligations");

(b) upon a material breach or default of any term of the New Management Agreement by the Company if such breach or default has not be remedied within 30 days after written notice of the breach or default has been delivered by Bluerock to the Company; or

(c) in certain circumstances within six months of a change of control (as defined below) of the Company (following which the Company must pay to Bluerock the Accrued Obligations, together with a fee equal to 30 months of the Base Monthly Fee).

The New Management Agreement further provides that the Company can terminate Bluerock's engagement under the New Management Agreement upon the occurrence of any of the following events:

(a) Bluerock or Dr. Carman acting in a way which would permit the Company to terminate the New Management Agreement "for cause" at common law if Bluerock or Dr. Carman were employees of the Company (following which the Company must pay Bluerock the Accrued Obligations);

(b) the conviction of Bluerock or Dr. Carman of any crime or fraud against the Company or its property or any felony offence or crime reasonably likely to bring discredit upon Bluerock, Dr. Carman or the Company (following which the Company must pay Bluerock the Accrued Obligations);

(c) Bluerock or Dr. Carman filing a voluntary petition in bankruptcy, or being adjudicated bankrupt or insolvent, or filing any petition or answer under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors (following which the Company must pay Bluerock the Accrued Obligations);

(d) a material breach or default of any term of the New Management Agreement by Bluerock or Dr. Carman if such breach or default has not been remedied within 15 days after written notice of the breach or default has been delivered by the Company to Bluerock or Dr. Carman (following which the Company must pay Bluerock the Accrued Obligations);

(e) Dr. Carman dying or being unable to provide substantially the services agreed to be performed under the New Management Agreement for a continuous period of 90 days or a period totaling 120 days in any 12-month period;

(f) In the event of a change of control of the Company (following which the Company must pay to Bluerock the Accrued Obligations, together with a fee equal to 30 months of the Company Base Monthly Fee); or

(g) at the discretion of the Company without cause (following which the Company must pay to Bluerock the Accrued Obligations, together with a fee equal to 30 months of the Company Base Monthly Fee).

In the New Management Agreement, a "Change of Control" of the Company shall be deemed to have occurred when: (i) there is an occurrence of an event, including a take over bid (as defined in the Securities

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Act (British Columbia)), whereby any person or entity becomes the beneficial owner of shares representing 50% plus 1 (one) share of the combined voting power of the voting securities of the Company; (ii) a majority of the directors elected at any annual or special general meeting of shareholders of the Company are not individuals nominated by the Company's then incumbent Board; or (iii) there is a merger, amalgamation, reorganization or other corporate transaction of the Company with one or more companies as a result of which, immediately following such merger, amalgamation, reorganization or other corporate transaction the shareholders of the Company as a group will hold less than a majority of the outstanding capital stock of the surviving company.

Neither Bluerock nor Dr. Carman are entitled to receive any additional compensation on termination of the Darwin agreement or pursuant to the Darwin Base Monthly Fee.

The estimated incremental amounts payable from the Company to Bluerock on (i) a change of control of the Company; (ii) termination by the Company without cause; (iii) termination by Bluerock with notice for good cause (as defined in the New Management Agreement) within six months of a change of control; or (iv) constructive dismissal, assuming the termination occurred on the financial year ended September 30, 2024, are $310,005 in each situation.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The objectives of the Company's executive compensation policy are to:

attract, retain and motivate executives critical to the success of the Company;
provide fair, competitive and cost effective compensation programs to its executives;
link the interests of management with those of the holders of Common Shares; and
provide rewards for outstanding corporate and individual performance.

Compensation of the Named Executive Officers is determined based on the recommendation of the Company's Compensation Committee which is comprised of Dr. Graham Carman, Ms. Mary Little and Mr. Benedict McKeown. Ms. Little and Mr. McKeown are independent directors of the Company. Mr. McKeown serves as Chair of the Compensation Committee. As Chair of the Compensation Committee, Mr. McKeown is responsible for overseeing the Company's compensation process and for making recommendations to the Board on behalf of the Compensation Committee.

The Company is an exploration company focused on the acquisition and exploration of mineral properties in Peru. The Company has no revenues from operations and often operates with limited financial resources. As a result, to ensure that funds are available to complete scheduled programs, the Compensation Committee considers not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial condition of the Company in the future. Since the preservation of cash is an important goal of the Company, an important element of the compensation awarded to the Named Executive Officers and Directors is the granting of stock options, which do not require cash disbursement by the Company.

Named Executive Officer Compensation

The Board determines Named Executive Officer compensation at the recommendation of the Compensation Committee, without reference to formal objectives, target, criteria or analysis, at the time of engagement of the Named Executive Officer and subsequently reviews compensation payable to a Named Executive Officer from time to time to ensure that total compensation paid to all Named Executive Officers is fair and reasonable. Compensation is comprised of a monthly payment and, from time to time, long-term incentive compensation, which is provided through the granting of stock options of the Company.

For the Company's financial year ended September 30, 2024, the significant element of compensation paid and awarded to Dr. Carman was a salary paid to Bluerock, see "Director and NEO Compensation, Excluding Options and Compensation Securities". The significant elements of compensation paid and

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awarded to Mr. DeMare were fees paid to Chase in exchange for the services of Mr. DeMare as CFO of the Company and fees paid to Chase for rent and administrative and accounting services rendered to the Company, see “Director and NEO Compensation, Excluding Options and Compensation Securities”.

The base salary for each Named Executive Officer is based on the position held, the related responsibilities and functions performed by the executive officer and that are competitive and motivating, commensurate with the time spent by executive officers in meeting their obligations and reflective of compensation paid by companies similar in size and business to the Company. In addition, the Board may determine to pay cash bonuses to Named Executive Officers for special services rendered to the Company from time to time. The Board also relies on the Compensation Committee and its collective experience in similar lines of business when assessing compensation levels and considers the implications of the risks associated with the Company's compensation policies and practices when determining rewards for its Named Executive Officers. The Board also ensures that those policies do not encourage management to take inappropriate or excessive risks. The Board does not believe that there are any risks arising from the compensation programs that would be reasonably likely to have a material adverse effect on the compensation.

See “Stock Option Plan and Other Incentive Plans” for a discussion on incentive stock options that may be awarded to Named Executive Officers.

Compensation for the most recently completed financial year should not be considered as an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company's financial resources and prospects.

Pension Disclosure

The Company does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement for its directors or Named Executive Officers.

Director Compensation

The Board determines director compensation for the Company from time to time based on recommendations of the Compensation Committee. Directors of the Company (other than Mr. Belther and Dr. Carman) were paid monthly fees of $2,500 for serving on the Board for the financial year ended September 30, 2024. In addition, Mr. McKeown also received $1,500 per month for serving as Non-Executive Chairman of the Board. Effective September 1, 2024, all director compensation and Mr. McKeown's fees as Non-Executive Chairman were suspended in response to the Company's cost saving measures. Directors are not paid fees for serving on any committee of the Company or for attending any committee or Board meetings. See “Director and NEO Compensation, Excluding Options and Compensation Securities”. Directors are entitled to receive compensation from the Company to the extent that they provide other services to the Company. See “Stock Option Plan and Other Incentive Plans” for a discussion on incentive stock options that may be awarded to directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Option Plan, as at the end of the Company's most recently completed financial year ended September 30, 2024:

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1) (c)
Equity compensation plans approved by securityholders	14,977,500	$0.25	24,152,892
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	14,977,500		24,152,892

(1) Based upon the Company having 391,303,927 Common Shares issued and outstanding as at September 30, 2024. The Company has in place a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to such plan will not exceed 10% of the issued Common Shares at the time of the stock option grant.

APPOINTMENT OF AUDITOR

Unless such authority is withheld, Management’s Nominees intend to vote “FOR” the re-appointment of D&H Group LLP, Chartered Professional Accountants, as the auditor of the Company, to hold office until the next annual general meeting, at a remuneration to be fixed by the directors.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the last completed financial year, no current or former director, executive officer, employee or proposed director of the Company or any associate of such persons, or of any of its subsidiaries, has been indebted to the Company or to any of its subsidiaries, nor have any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

DIRECTORS' AND OFFICERS' INSURANCE

The Company has purchased, at its expense, directors’ and officers’ liability insurance for the protection of its directors and officers against liability incurred by them in their capacities as directors and officers of the Company and its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed below, no informed person of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect the Company or any of its subsidiaries.

Subsequent to its most recently completed financial year ended September 30, 2024, on December 17, 2024, the Company closed the Private Placement, on a non-brokered basis, consisting of 17,392,958 Units at a price of C$0.10 per Unit. Each Unit comprised one Common Share and one-half of one Warrant. Each Warrant entitles the holders to purchase one additional Common Share of the Company at an exercise price of C$0.15 for a period of eighteen (18) months expiring on June 17, 2026.

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Nexa Resources S.A. ("Nexa"), an insider and a major shareholder of the Company, increased its ownership interest in the Company by subscribing for 9,859,155 Units in the Private Placement. Prior to the Private Placement, Nexa held 71,343,053 Common Shares or 18.23% of the issued and outstanding Common Shares. Pursuant to the closing of the Private Placement, Nexa now holds 81,202,208 Common Shares or 19.87% of the issued and outstanding Common Shares and 4,929,577 Warrants entitling Nexa to acquire 4,929,577 additional Common Shares. Mr. Jones Belther, an independent director of the Company since May 2022, is a director nominated by Nexa.

Compañia de Minas Buenaventura SAA ("Buenaventura"), an insider and a major shareholder of the Company, also increased its ownership interest in the Company and subscribed for 5,633,803 Units in the Private Placement. Prior to the Private Placement, Buenaventura held 75,614,289 Common Shares or approximately 19.3% of the outstanding Common Shares on a non-diluted basis. Pursuant to the closing of the Private Placement, Buenaventura now holds 81,248,092 common shares or 19.88% of the issued and outstanding Common Shares and 2,816,901 Warrants entitling Buenaventura to acquire 2,816,901 additional Common Shares. Mr. Raul Benavides, an independent director of the Company since February 2020, is a director nominated by Buenaventura.

The Company is seeking shareholder approval to the creation of new control persons upon the exercise of the Warrants issued to each of Nexa and Buenaventua as part of the Units in connection with the closing of the Private Placement. See "Particulars of Matters to be Acted Upon – Approval of the Creation of New Control Persons."

AUDIT COMMITTEE

Pursuant to the provisions of section 224 of the BCBCA, the Company is required to have an Audit Committee. Under National Instrument 52-110 – Audit Committees ("NI 52-110"), companies are required to provide disclosure with respect to their audit committee, including the text of the audit committee's charter, the composition of the audit committee and the fees paid to the external auditor. This information is set out in the attached Schedule "A" to this Information Circular.

CORPORATE GOVERNANCE PRACTICE

National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose their governance practices in accordance with that instrument. The Company is a "venture issuer" within the meaning of NI 58-101.

The Board has adopted certain corporate governance policies to reflect the Company's commitment to good corporate governance, and to comply with NI 58-101 and National Policy 58-201 - Corporate Governance Guidelines. The Board periodically reviews these policies and proposes modifications to the Board for consideration as appropriate. The Company considers good corporate governance to be central to the effective and efficient management and operation of the Company, and the Board is directly responsible for developing the Company's approach to corporate governance issues. A discussion of the Company's governance practices is set out in the attached Schedule "B" to this Information Circular.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Ratification of Stock Option Plan

The Company has a rolling stock option plan, which makes a total of 10% of the issued and outstanding Common Shares available for issuance thereunder. The Option Plan was adopted by the Board in March

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2022 as a new rolling stock option plan and approved by the shareholders in March 2024. The Option Plan was most recently approved by the Exchange on March 20, 2024. In accordance with the policies of the Exchange, a rolling plan requires the approval of the shareholders of the Company on an annual basis. Accordingly, the Company requests that the shareholders ratify, confirm and approve the Option Plan. A summary of the material terms of the Option Plan is provided under the heading “Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans”.

As at the date of this Information Circular, the Company had 408,696,885 Common Shares issued and outstanding so that a maximum of 40,869,689 Common Shares would be available for issuance pursuant to the stock options granted under the Option Plan. Currently, there are 8,350,000 stock options outstanding under the Option Plan, leaving 32,519,689 Common Shares available for grants of further stock options.

The Exchange policies require that the Option Plan be approved by the affirmative vote of a majority of the votes cast at the Meeting. Accordingly, the Company requests that the shareholders pass, with or without amendment, the following ordinary resolution:

BE IT RESOLVED THAT:

the stock option plan (the “Plan”) of Tinka Resources Limited (the “Company”), in the form approved by the shareholders of the Company at the last annual and special meeting of shareholders held on March 14, 2024, with or without amendments that may be required to conform to the policies of the TSX Venture Exchange or to comply with rules and regulations of any other regulatory body having authority over the Company or the Plan, is hereby ratified, confirmed and approved;
the Company is authorized to grant stock options pursuant and subject to the terms and conditions of the Plan entitling all of the optionholders in aggregate to purchase up to such number of common shares of the Company as is equal to 10% of the number of common shares of the Company issued and outstanding on the applicable grant date; and
any one of the directors or officers of the Company be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company or otherwise, all such documents and other writings, including treasury orders, stock exchange and securities commission forms, as may be required to give effect to the true intent of this resolution.”

Under the Articles of the Company and the BCBCA, the ordinary resolution to ratify, confirm and approve the Option Plan must be approved by at least a simple majority of 50% plus one vote of the votes cast by the shareholders present in person or by proxy at the Meeting.

A copy of the Option Plan is available upon request from the Company and will be available for review at the Meeting.

Recommendation of the Board

The Board has determined that the Option Plan is in the best interests of the Company and the shareholders and unanimously recommends that the shareholders vote in favour of the ratification of the Option Plan. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the foregoing resolution.

The Board reserves the right to amend any terms of the Option Plan or not to proceed with the Option Plan at any time prior to the Meeting if the Board determines that it would be in the best interests of the Company

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and the shareholders and to do so in light of any subsequent event or development occurring after the date of the Information Circular.

Approval of the Creation of New Control Persons

Subsequent to its most recently completed financial year ended September 30, 2024, on December 17, 2024, the Company closed the Private Placement, on a non-brokered basis, consisting of 17,392,958 Units at a price of C$0.10 per Unit. Each Unit comprised one Common Share and one-half of one Warrant. Each Warrant entitles the holders to purchase one additional Common Share at an exercise price of C$0.15 for a period of eighteen (18) months expiring on June 17, 2026. In December 2024, the Company received a subscription from each of Nexa and Buenvantura in connection with the Private Placement.

Pursuant to the Private Placement, Nexa, an insider and a major shareholder of the Company, increased its ownership interest in the Company and subscribed for 9,859,155 Units. Prior to the Private Placement, Nexa held 71,343,053 Common Shares of the Company or 18.2% of the issued and outstanding Common Shares. Following the closing of the Private Placement, Nexa now holds 81,202,208 Common Shares or 19.87% of the issued and outstanding Common Shares and 4,929,577 Warrants entitling Nexa to acquire 4,929,577 additional Common Shares of the Company. If Nexa were to exercise its 4,929,577 Warrants, Nexa would hold 86,131,785 Common Shares or 20.82% of the Company's issued and outstanding Common Shares on a partially diluted basis.

Pursuant to the Private Placement, Buenaventura, an insider and a major shareholder of the Company, also increased its ownership interest in the Company by subscribing for 5,633,803 Units in the Private Placement. Prior to the Private Placement, Buenaventura held 75,614,289 Common Shares or approximately 19.3% of the outstanding Common Shares on a non-diluted basis. Following the closing of the Private Placement, Buenaventura now holds 81,248,092 Common Shares or 19.88% of the issued and outstanding Common Shares and 2,816,901 Warrants entitling Buenaventura to acquire 2,816,901 additional Common Shares. If Buenaventura were to exercise its Warrants, Buenaventura would hold 84,064,993 Common Shares or 20.43% of the Company's issued and outstanding Common Shares on a partially diluted basis.

A decision by Nexa and/or Buenaventura to exercise their Warrants or participate in further investments in the Company through private placements or other financings would result in one or both such parties acquiring additional securities in the Company and, therefore, increasing their respective shareholdings to 20% or more of the issued and outstanding voting securities of the Company. Such an increase to 20% or more would result in the creation of a new Control Person (as the term is defined in the TSX Venture Exchange's Corporate Financial Manual).

The participation of insiders in the Private Placement constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders In Special Transactions ("MI 61-101"). The purpose of MI 61-101 is to regulate certain transactions to ensure the protection and fair treatment of minority security holders. MI 61-101 requires, in certain circumstances, enhanced disclosure, approval by a disinterested minority of security holders, and the preparation of an independent valuation, excluding interested or related parties.

The Company relied upon the exemptions from the requirement to obtain a formal valuation and disinterested minority security holder approval for the Private Placement under MI 61-101 set forth in sections 5.5(a) and 5.7(1)(a), as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization.

Pursuant to the policies of the TSX Venture Exchange, if a private placement of the Company will result in the issuance of voting securities creating a new "Control Person", the TSX Venture Exchange will require the Company to obtain the approval of a majority of the shareholders of the Company to the creation of the new Control Person. "Control Person" means any person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of

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that issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

In the event that either Nexa or Buevantura acquire additional voting securities of the Company, whether through the exercise of the Warrants or participation in future financings, such acquisition(s) may result in either Nexa or Buenaventura becoming a new Control Person of the Company, which would require shareholder approval. Under the policies of the TSX Venture Exchange, the creation of a new Control Person must be approved by a majority of the votes cast at the Meeting, excluding votes cast by the potential Control Person and its Associates and Affiliates (as such terms are defined in the TSX Venture Exchange policies).

The shareholders will be asked at the Meeting to pass the following ordinary resolutions (the "Nexa Resolution"):

Creation of a New Control Person – Nexa Resolution

"RESOLVED, as an ordinary resolution, with or without amendments, that:

the issuance of common shares of the Company to Nexa Resources S.A. on the exercise of share purchase warrants held by it, in such circumstance where Nexa Resources S.A. will hold 20% or more of the issued and outstanding common shares of the Company, as a result of such exercise (and thereby result in the creation of a new "Control Person" under TSX Venture Exchange policies), be and is hereby authorized and approved;
any acquisition of additional securities of the Company by Nexa Resources S.A., either through the exercise of the share purchase warrants of the Company or participation in any additional financings arranged by the Company, which result in the creation of a new "Control Person" of the Company, as defined under the policies of the TSX Venture Exchange, is hereby approved; and
any one or more of the directors and officers of the Company be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company or otherwise, all such documents and other writings, including treasury orders, stock exchange and securities commissions forms, as may be required to give effect to the true intent of this resolution."

In accordance with the requirement to obtain disinterested shareholder approval, Common Shares beneficially owned by Nexa or by any of Nexa's Associates or Affiliates (as such terms are defined in the TSX Venture Exchange policies) as set forth above, will not be eligible to vote on the Nexa Resolution. As at the date hereof, Nexa holds 81,202,208 Common Shares or 19.87% of the issued and outstanding Common Shares and Nexa's Associates and Affiliates do not hold any Common Shares. Mr. Jones Belther, a director nominated by Nexa holds no Common Shares in the Company.

An ordinary resolution is a resolution passed by a majority of at least 50% of the votes cast by those shareholders, who being entitled to do so, vote in person or by proxy in respect of that resolution at the Meeting.

Management of the Company recommends that the shareholders vote in favour of the Nexa Resolution. It is the intention of persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote such proxy FOR the Nexa Resolution.

The shareholders will also be asked at the Meeting to pass the following ordinary resolutions (the "Buenaventura Resolution"):

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Creation of a New Control Person – Buenaventura Resolution

"RESOLVED, as an ordinary resolution, with or without amendments, that:

the issuance of common shares of the Company to Compañia de Minas Buenaventura SAA, on the exercise of share purchase warrants held by it, in such circumstance where Minas Buenaventura SAA will hold 20% or more of the issued and outstanding common shares of the Company, as a result of such exercise (and thereby result in the creation of a new “Control Person” under TSX Venture Exchange policies), be and is hereby authorized and approved;
any acquisition of additional securities of the Company by Minas Buenaventura SAA, either through the exercise of the share purchase warrants of the Company or participation in any additional financings arranged by the Company, which result in the creation of a new “Control Person” of the Company, as defined under the policies of the TSX Venture Exchange, is hereby approved; and
any one or more of the directors and officers of the Company be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company or otherwise, all such documents and other writings, including treasury orders, stock exchange and securities commissions forms, as may be required to give effect to the true intent of this resolution."

In accordance with the requirement to obtain disinterested shareholder approval, Common Shares beneficially owned by Buenaventura or by any of Buenaventura's Associates or Affiliates (as such terms are defined in the TSX Venture Exchange policies) as set forth above, will not be eligible to vote on the Buenaventura Resolution. As at the date hereof, Buenaventura holds 81,248,092 common shares or 19.88% of the issued and outstanding Common Shares. Buenaventura's Associates and Affiliates do not hold any Common Shares. Mr. Raul Benavides, a director nominated by Buenaventura, holds 1,489,500 Common Shares and these Common Shares will be excluded from voting on the Buenaventura Resolution.

Management of the Company recommends that the shareholders vote in favour of the Buenaventura Resolution. It is the intention of persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote such proxy FOR the Buenaventura Resolution.

ANY OTHER MATTERS

Management of the Company knows of no matters to come before the Meeting, other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on the Company's profile on the SEDAR+ website located at www.sedarplus.ca. The Company's financial information is provided in the Company's audited comparative financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the SEDAR+ website at www.sedarplus.ca. Shareholders of the Company may request copies of the Company's financial statements and related management discussion and analysis by contacting the Company at Tinka Resources Limited, at Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, attention: Corporate Secretary; or by telephone: 604-685-9316.

Schedule “A”

AUDIT COMMITTEE

Audit Committee Charter

The following is the text of the Company's Audit Committee Charter:

Purpose and Objectives

1.1 The Audit Committee will assist the board of directors (the "Board") in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company's process for monitoring compliance with laws and regulations. In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each Audit Committee member will obtain an understanding of the responsibilities of Audit Committee membership as well as the Company's business, operations and risks.

Authority

2.1 The Board authorizes the Audit Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice and to ensure the attendance of Company officers at meetings as appropriate.

2.2 The Board will instruct its external auditors to report directly to the Audit Committee.

Composition, Procedures and Organization

Membership

3.1 The Audit Committee shall consist of at least three members of the Board, a majority of which are not officers, employees or control persons of the Company or any associates or affiliates of the Company.

The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Audit Committee for the ensuing year. The Board may at any time remove or replace any member of the Audit Committee and may fill any vacancy in the Audit Committee.

3.3 Unless the Board shall have appointed a chair of the Audit Committee or in the event of the absence of the chair, the members of the Audit Committee shall elect a chair from among their number.

3.4 The secretary of the Audit Committee shall be designated from time to time from one of the members of the Audit Committee or, failing that, shall be the Company's corporate secretary, unless otherwise determined by the Audit Committee.

3.5 The Audit Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

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Meetings

3.6 The quorum for meetings shall be a majority of the members of the Audit Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

3.7 Meetings of the Audit Committee shall be conducted as follows:

(a) the Audit Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Audit Committee. Special meetings shall be convened as required. The external auditors or any member of the Audit Committee may request a meeting of the Audit Committee;

(b) the chair of the Audit Committee shall be responsible for developing and setting the agenda for Audit Committee meetings and determining the time and place of such meetings;

(c) the Audit Committee may invite such other persons (e.g. the President or Chief Financial Officer) to its meetings, as it deems appropriate; and

(d) notice of the time and place of every meeting of the Audit Committee shall be given in writing to each member of the Audit Committee a reasonable time before the meeting.

3.8 The proceedings of all meetings of the Audit Committee will be minuted.

Procedures

3.9 The external auditors shall have a direct line of communication to the Audit Committee through its chair and may bypass management if deemed necessary. The Audit Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Audit Committee any matter involving questionable, illegal or improper financial practices or transactions.

3.10 The Audit Committee shall have authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, to set and pay the compensation for any advisors employed by the Audit Committee and to communicate directly with the external auditors.

4. Roles and Responsibilities

4.1 The overall duties and responsibilities of the Audit Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements;

(b) to establish and maintain a direct line of communication with the Company's external auditors and assess their performance; and

(c) to ensure that the management of the Company's has designed, implemented and is maintaining an effective system of internal financial controls.

4.2 The duties and responsibilities of the Audit Committee as they relate to the external auditors shall be as follows:

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(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors and ensure no unjustifiable restrictions or limitations have been placed on the scope;

(d) to approve in advance the provision of non-audit services provided by the external auditors;

(e) to review with the external auditors, upon completion of their audit:

(i) the content of their report;

(ii) scope and quality of the audit work performed;

(iii) adequacy of the Company's financial and auditing personnel;

(iv) internal resources used;

(v) significant transactions outside of the normal business of the Company;

(vi) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

(f) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles.

4.3 The duties and responsibilities of the Audit Committee as they relate to the internal control procedures of the Company shall be as follows:

(a) to review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) to review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(c) to periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

4.4 The Audit Committee is also charged with the responsibility to:

(a) review the annual and quarterly financial statements, including Management's Discussion and Analysis with respect thereto, and all annual and interim earnings press releases, prior to public dissemination, including any certification, report, opinion or review rendered by the external auditors and determine whether they are completed and consistent with the information known to the Audit Committee;

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(b) evaluate the fairness of the interim financial statements and related disclosures including the associated Management's Discussion and Analysis, and obtain explanations from management on whether:

(i) actual financial results for the interim period varied significantly from budgeted or projected results;

(ii) generally accepted accounting principles have been consistently applied;

(iii) there are any actual or proposed changes in accounting or financial reporting practices; and

(iv) there are any significant or unusual events or transactions which require disclosure and, if so, consider adequacy of that disclosure.

(i) the annual report to shareholders;

(ii) the annual information form (if any);

(iii) prospectuses (if any); and

(iv) other public reports requiring approval by the Board; and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review the minutes of any Audit Committee meeting;

(f) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

(g) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of material facts;

(h) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company; and

(i) establish a procedure for:

(i) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

(ii) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters."

Composition of the Audit Committee

The Audit Committee is composed of the following members:

Name	Independent	Financially Literate
Benedict McKeown (Chair)	independent(1)	financially literate(1)
Mary Little	independent(1)	financially literate(1)
Nick DeMare	not independent(1)	financially literate(1)

Note:

(1) Within the meaning of NI 52-110.

Relevant Education and Experience

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements and have an understanding of internal controls. All members of the Audit Committee intend to maintain their currency by periodically taking continuing education courses.

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

Nick DeMare is a Chartered Professional Accountant and Member of B.C. Institute of Chartered Accountants. He has over 30 years of experience in providing management, accounting and administrative services to public companies and serving as executive officer or as a director on the boards of companies. He was formerly engaged in public accounting practices as a Chartered Accountant. He has been the President of Chase from 1991 to present.

Mary L. Little has over 30 years of experience in the exploration and evaluation of epithermal precious metals deposits, porphyry and sediment-hosted mineral environments, including fifteen years based in Latin America. Ms. Little is a founder of and former president, chief executive officer and director of Mirasol Resources Ltd., a TSXV-listed exploration company, leading Mirasol's growth as a successful prospect generator and its corporate development activities from 2003 until 2014. Ms. Little also serves on the boards of Sandstorm Gold Royalties Ltd., Sable Resources Ltd. and Capella Minerals Ltd. Ms. Little holds a M.Sc. degree in Earth Sciences from the University of California and an MBA from the University of Colorado.

Benedict McKeown brings strong commercial, financial, strategic and technical experience to the Audit Committee. He has worked across various sectors and in a number of jurisdictions for over 30 years, including in resources such as in iron ore, lithium, precious metals, base metals, and oil and gas. He has served on numerous listed and unlisted company boards as Chairman or nonexecutive director, including Ferrous Resources Limited, Senex Energy Ltd., Jordan Energy & Mining Ltd. and Rincon Lithium Ltd. Mr. McKeown was a partner at Sentient Group for 10 years until May 2017, and was an investment principal at Actis (previously CDC Group) for seven years. Mr. McKeown graduated from Imperial College London with B. Eng (Hons) in Mining Engineering, holds an MBA from IESE Business School in Barcelona and, is in good standing as a Chartered Engineer

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through the UK Engineering Council and a Fellow of the UK Institute of Materials, Mining and Metallurgy and a Fellow and Chartered Director of the Institute of Directors of the UK.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year ended September 30, 2024 has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), the exemptions in Subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), Subsection 6.1.1(5) (Events Outside Control of Member), Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

The Company is relying on the exemption in Section 6.1 of NI 52-110 which exempts venture issuers, as defined in NI 52-110, from certain reporting obligations under NI 52-110 for its most recently completed financial year ended September 30, 2024.

Pre-Approval Policies and Procedures of Non-Audit Services

The Audit Committee Charter sets out responsibilities regarding the provision of non-audit services by the Company's external auditors. The Audit Committee is responsible for the pre-approval of all audit services and permissible non-audit services to be provided to the Company by the external auditors, subject to any exceptions provided in NI 52-110.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditors in each of the last two financial years for audit fees are as follows:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
September 30, 2024	$62,000	$1,881	-	-
September 30, 2023	$47,625	$6,950	-	-

NOTES:

(1) The aggregate audit fees billed.

(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or the review of the Company's financial statements are not included under the heading of "Audit Fees".

(3) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning, as well as the preparation of corporate income tax returns.

(4) The aggregate fees billed for products and services other than as set out under the headings "Audit Fees", "Audit Related Fees" and "Tax Fees".

Schedule "B"

CORPORATE GOVERNANCE

Board of Directors

Assuming the election of management's nominees for appointment to the Board as described in this Information Circular, the Board will be comprised of seven (7) directors: Graham Carman, Benedict McKeown, Nick DeMare, Mary Little, Pieter Britz, Raul Benavides and Jones Belther. See "Election of Directors".

National Instrument 52-110 – Audit Committees ("NI 52-110") sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with the Company. In applying the definition set out NI 52 – 110, five of the nominees for election will be independent directors, namely: Ms. Little and Messrs. McKeown, Britz, Benavides and Belther. Dr. Carman, as CEO and President, and Mr. Nick DeMare, as CFO, are executive officers and are, therefore, not independent.

All matters to date have been considered and settled by the full Board. Where matters discussed may involve persons having a conflict of interest or potential conflict of interest, that person may not participate in or be permitted to hear the discussion of the matter at any meeting of directors except to disclose material facts and respond to questions. A director having a conflict of interest or potential conflict of interest will be counted in determining the presence of a quorum for purposes of the vote as per the Company's Articles but will not vote on any resolution to approve such matter when the vote is taken. The independent directors may hold meetings at which non-independent directors and members of management are not in attendance. These meetings are usually held immediately after the conclusion of each regularly scheduled Board meeting. The independent directors are able to exercise their responsibilities for independent oversight of management by virtue of forming a majority of the Board.

Meetings of the Board are on an ongoing basis chaired by Mr. McKeown, the Non-Executive Chairman of the Board. In his position as Non-Executive Chairman of the Board, Mr. McKeown provides leadership to the directors, particularly the independent directors. The Non-Executive Chairman serves as a key liaison between the independent directors and the Company, including the non-independent directors and management of the Company.

Directorships

As of February 18, 2025, the following directors of the Company are also serving as directors of other reporting issuers, details of which are as follows:

Graham Carman: N/A
Nick DeMare: Auscan Resources Inc., Cliffmont Resources Ltd., East West Petroleum Corp., Hannan Metals Ltd., Kingsmen Resources Ltd., Mirasol Resources Ltd., Rochester Resources Ltd., T2 Metals Corp., SUA Holdings Limited, Tribeca Resources Corporation, Salazar Resources Limited and Whitewater Acquisition Corp.
Mary Little: Capella Minerals Ltd., Sable Resources Ltd. and Sandstorm Gold Royalties Ltd.
Benedict McKeown: N/A
Pieter Britz: N/A

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Raul Benavides: Compañía de Minas Buenaventura SAA, Sociedad Minera El Brocal and Sociedad Minera Cerro Verde.

Jones Belther: N/A

Orientation and Continuing Education

The CEO and/or the CFO are responsible for providing an orientation for new directors. Director orientation and on-going training includes presentations by senior management to familiarize directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its principal officers and its internal and independent auditors. The Board provides individual directors with information regarding fiduciary duties and continuous disclosure obligations. The Board ensures that each director is up-to-date with current information regarding the business of the Company, the role the director is expected to fulfil and basic procedures and operations of the Board. The Board members are given access to management and other employees and advisors, who can answer any questions that may arise. Regular technical presentations are made to the directors to keep them informed of the Company's operations.

Ethical Business Conduct

The Company does not have a written code of ethical business conduct for its directors, officers and employees. Each director, officer and employee is expected to comply with the Company's governing corporate legislation and relevant securities laws and, where applicable, the terms of their employment agreements.

Directors and officers are required to comply with the relevant provisions of the BCBCA, applicable securities laws and exchange rules and regulations regarding conflicts of interest. If a director is in a conflict of interest or potential conflict of interest as a result of a proposed transaction, that director may participate in or be permitted to hear the discussion of the matter at any meeting of directors but will not vote on any resolution to approve the proposed transaction.

The Board believes that the Company has in place corporate governance practices that are both effective and appropriate to the Company's size and its business operations.

Nomination of Directors

The Board does not have a nominating committee. In recruiting new Board members, the Board considers only persons with a demonstrated record of ethical business conduct. The Board will consider its size each year when it passes a resolution determining the number of directors to be appointed at each annual general meeting of shareholders. The Board has determined that the configuration of seven directors is the appropriate number of directors, taking into account the number required to carry out duties effectively while maintaining a diversity of views and experience.

Compensation

The Company has a compensation committee (the "Compensation Committee") that currently consists of Benedict McKeown (Chair), Mary Little and Graham Carman. Each of Mr. McKeown and Ms. Little are independent directors. Dr. Carman serves on the Compensation Committee in representation of management of the Company. As President and CEO of the Company, Dr. Carman is a non-independent director. The Compensation Committee implemented a written charter which was adopted by the Board on July 30, 2014 and was last reviewed in September 2024. The Compensation Committee's mandate is to, among others:

(a) discharge the Board's responsibilities relating to compensation of the Company's executive officers;

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(b) recommend levels of executive compensation that are competitive and motivating in order to attract, hold and inspire the chief executive officer, senior officers and other key employees and for recommending compensation for directors; and

The Compensation Committee reviews and makes recommendations to the Board regarding the granting of stock options as well as compensation for executive officers and directors fees, if any, from time to time. Executive officers and directors may be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company. In addition to stock option grants, each independent director of the Company may be paid $2,500 per month in their capacity as a director. Mr. McKeown receives an additional $1,500 per month in exchange for his services as Non-Executive Chairman. Non-independent directors do not receive fees for serving as members of the Board. The form and amount of such cash compensation is evaluated by the Compensation Committee, under the leadership of Mr. McKeown, who serves as the Chair of the Compensation Committee. Effective September 1, 2024, all director cash fees and the cash fee of the Non-Executive Chairman were suspended in response to the Company's cost saving measures.

Director Term Limits

The Company has not adopted any term limits for directors. The Board considers merit as the key requirement for board appointments. New board appointments are considered based on the Company's needs and the expertise required to support the Company and its stakeholders. Directors are not generally asked to resign but may be asked to not stand for re-election.

Representation of Women

The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Company and its stakeholders would benefit from such a range of talent and expertise. The Company has not adopted a policy relating to the identification and nomination of women directors but has sought to attract diversity at the Board and executive levels pursuant to the recruitment efforts of management of the Company. Candidates are to be considered against objective criteria, having due regard for the benefits of diversity, to reflect the needs of the Board. At present, one of the Company's seven director nominees (one of four independent directors) is a woman and one of three executives who report to the Company's Chairman is a woman. The Company believes in the importance of increased diversity, including the identification and nomination of women to the Board. The Company has not adopted a target regarding the representation of women on the Board or in executive officer positions. Rather, the Board consider highly-qualified candidates and takes into consideration additional diversity criteria including gender, age, nationality, cultural and educational background, business knowledge, sector specific knowledge and other experience, in identifying and selecting candidates for the Board and executive positions, which the Company believes is adequate in assessing gender diversity at the Board and executive levels.

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Health, Safety, Environment and Community Policy ("HSEC Policy")

The Company has adopted the HSEC Policy to affirm the Company's commitment to protecting the environment as well as the health and safety of its directors, officers, employees, consultants, stakeholders and the communities in which the Company conducts its activities. Pursuant to the HSEC Policy, the Company adheres to best practice standards during all stages and all phases of exploration and development activities in the countries in which the Company operates. The Company ensures that the HSEC Policy is made known to everyone working on behalf of the Company and that it is proactively implemented, reviewed, and updated. In addition, the Company will assess its activities and conduct of anyone working on its behalf based on these practice standards.

Technical Committee

The Technical Committee was established in June 2022 by the Board to provide a forum for the review and discussion of the Company's policies, process and activities of a technical nature to assist the Board in overseeing and monitoring the exploration, design and development of the Company's major projects. The members of the Board who serve on the Technical Committee are Dr. Graham Carman, non-independent director, and Messrs. Benedict McKeown, Pieter Britz and Jones Belther, independent directors. Members of the Technical Committee do not need to be directors of the Company to be appointed to serve on the Technical Committee.

Other Board Committees

Other than the Audit, Compensation and Technical Committees, the Company has no other standing committees.

Assessment

The Board does not conduct any formal evaluation of the performance and effectiveness of the members of the Board, the Board as a whole or any committee of the Board. These matters are dealt with on a case by case basis at the Board level.

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Tinka Resources Limited — Proxy Solicitation & Information Statement 2025

44392_rns_2025-02-21_28a72888-45f1-48a1-90bf-bd171afa8afa.pdf

TINKA RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

VOTING OF PROXIES

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

ELECTION OF DIRECTORS

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation, Excluding Options and Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plan and Other Incentive Plans

Eligibility

Number of Shares Issuable

Limits on Participation

Administration

Exercise of Options

Termination of Employment or Services and Change in Control

Amendment or Termination of the Option Plan

Employment, Consulting and Management Agreements

Dr. Graham Carman, President and CEO

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Named Executive Officer Compensation

Director Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

APPOINTMENT OF AUDITOR

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS' AND OFFICERS' INSURANCE

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE

CORPORATE GOVERNANCE PRACTICE

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Ratification of Stock Option Plan

Approval of the Creation of New Control Persons

Creation of a New Control Person – Buenaventura Resolution

ANY OTHER MATTERS

ADDITIONAL INFORMATION

Meetings

Procedures

4. Roles and Responsibilities

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures of Non-Audit Services

External Auditor Service Fees (By Category)

NOTES:

Schedule "B"

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Director Term Limits

Representation of Women

Health, Safety, Environment and Community Policy ("HSEC Policy")

Technical Committee

Other Board Committees

Assessment

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Tinka Resources Limited Proxy Solicitation & Information Statement 2025