TSODILO RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Solicitation of Proxies

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies being made by the management of Tsodilo Resources Limited (“Tsodilo” or the “Company”) for use at the Annual General Meeting of the Company’s shareholders to be held on Friday, May 30, 2025 at the time and place and for the purposes set forth in the accompanying notice of meeting or at any adjournment thereof (the “Meeting”). Management’s solicitation of proxies will primarily be by mail and may be supplemented by telephone or other means of communication and will be done, without special compensation, by directors, officers and employees of the Company. The cost of solicitation by management will be borne by the Company. The Company may retain other persons or companies to solicit proxies on behalf of the management of the Company, in which event customary fees for such services will be paid.

It is anticipated that this Circular, together with the accompanying notice of meeting and form of proxy, will first be mailed to shareholders of the Company on or before May 1, 2025.

Unless otherwise indicated, all monetary amounts referred to herein are stated in United States currency.

Appointment of Proxyholder

The persons named in the enclosed form of proxy are directors and/or officers of the Company (the “Management Proxyholders”). A registered shareholder has the right to appoint a person or company other than one of the Management Proxyholders (who need not be a shareholder) to represent the registered shareholder at the Meeting by striking out the printed names and clearly inserting that other person’s name in the blank space provided.

The instrument appointing a proxyholder must be signed in writing by the registered shareholder, or such shareholder’s attorney authorized in writing. If the registered shareholder is a corporation, the instrument appointing a proxyholder must be in writing signed by an officer or attorney of the corporation duly authorized by resolution of the directors of such corporation, which resolution must accompany such instrument. An instrument of proxy will only be valid if it is duly completed, signed, dated and received at the office of the Company’s registrar and transfer agent, Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 by 5:00 p.m. (Toronto, Ontario time) on Wednesday, May 28, 2025 or deposited with the Secretary of the Company or the Chairman of the Meeting prior to the commencement of the Meeting.

If you have any questions about the procedures to be followed to vote at the Meeting or about obtaining, completing and depositing the required form of proxy, you should contact Computershare Investor Services Inc. by telephone (toll free) at 1-800-564-6253 or by e-mail at [email protected].

Voting of Proxies

Common shares of the Company represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the registered shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by such proxy will be voted accordingly. If no choice is specified, the person designated by management in the accompanying form of proxy will vote FOR all matters proposed by management at the Meeting.

Exercise of Discretion by Proxies

The persons named by management in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such shares will be voted FOR each of the matters identified in the form of proxy.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying notice of meeting and with respect to other matters which may properly come before the Meeting. At the time of printing this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters, which are not now known to management, should properly come before the Meeting, the shares will be voted on such matters in accordance with the best judgment of the named proxyholders.

Voting by Beneficial (Non-registered) Shareholders

The information in this section is important to many shareholders as a substantial number of shareholders do not hold their shares in their own name.

Shareholders who hold common shares of the Company through their brokers, intermediaries, trustees, or other nominees (such shareholders being collectively called "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the share register of the Company may be recognized and acted upon at the Meeting. If common shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Company. Such shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares will be registered in the name of "CDS & Co.", the registration name of The Canadian Depository for Securities Limited, which acts as a nominee for many brokerage firms. Such shares can only be voted by brokers, agents, or nominees and can only be voted by them in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting and instructions provided by their broker, agent or nominee with this Proxy Circular and ensure that they direct the voting of their shares in accordance with those instructions.

Applicable regulatory policies require brokers and intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Each broker or intermediary has its own mailing procedures and provides its own return instructions to clients. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by such shareholder's broker, agent or nominee is limited to instructing the registered holder on how to vote such shares on behalf of the Beneficial Shareholder. Most brokers in Canada now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares voting instruction forms, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of such shares at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote their shares at the Meeting. Instead, the voting instruction form must be returned to Broadridge, or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

Beneficial Shareholders should follow the instructions on the forms that they receive and contact their intermediaries promptly if they need assistance.

Revocation of Proxy

A registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by

his or her attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or with the Secretary of the Company or the chairman of the Meeting prior to the commencement of the Meeting. Only registered shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.

Record Date

Registered shareholders of record as at the close of business on April 21, 2025 (the "Record Date") are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy. In accordance with the provisions of the Business Corporations Act (Yukon), the Company will prepare a list of holders of common shares as of the Record Date. Each holder of common shares named in the list will be entitled to vote the common shares shown opposite his or her name on the list at the Meeting, except to the extent that (a) the shareholder has transferred any of his or her shares after the Record Date, and (b) the transferee of those shares produces properly endorsed share certificates or otherwise establishes that he or she owns such shares, and demands, not later than ten days prior to the Meeting, that his or her name be included in the list of persons entitled to vote at the Meeting, in which case the transferee shall be entitled to vote his or her shares at the Meeting.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, to the knowledge of the directors and officers of the Company, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last fiscal year, or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors, except that directors and executive officers of the Company are eligible to receive stock options pursuant to the Stock Option Plan (as hereinafter defined), amendments to which will be sought at the Meeting.

SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, 55,064,085 common shares of the Company are issued and outstanding. Each common share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. To the knowledge of the directors and officers of the Company, there are no persons or companies that beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company as of the date of this Circular.

BUSINESS OF THE MEETING

1. Financial Statements

The audited consolidated financial statements of the Company for the year ending December 31, 2024, and the auditor's report thereon, will be presented to shareholders for review at the Meeting and are available on SEDAR at www.sedar.com. No vote by the shareholders is required with respect to this matter.

2. Election of Directors

Nominees

Directors are elected annually, and the term of office of each of the current directors expires at the conclusion of the Meeting. The number of directors to be elected at the Meeting is three (3). If elected,

each nominee will hold office as a director of the Company until the close of the first annual meeting of shareholders of the Company following his election, unless his office is vacated earlier in accordance with the Company's by-laws.

The table and notes below set out, in respect of each nominee, the name, province or state and country of residence, the period or periods during which the nominee has served as a director of the Company, the nominee's principal occupation or employment during the last five years and the number of shares of the Company beneficially owned, or controlled or directed, directly or indirectly by the nominee as at the date hereof. The statement as to beneficial ownership, or control or direction, over common shares is based upon information furnished by the relevant nominee.

Name and Position with the Company and Province or State and Country of Residence	Current Occupation	Director Since	Number of Common Shares Beneficially Owned, Controlled or Directed
James M. Bruchs (1) (2) (3) (4)
Director, Chairman and CEO
McLean, Virginia USA	Officer of Company	2002	3,068,619
Jonathan R. Kelafant (2) (3) (4)
Director, Lexington, Virginia USA	Senior VP
Advanced Resources Intl.	2007	415,000
Blackie Marole (2) (3) (4) (5)
Director, Gaborone, Botswana	Business Advisor	2017	NIL

(1) Prior to being appointed Chairman and CEO in May 2010, Mr. Bruchs served as the Company's President and CEO since June of 2002. Mr. Bruchs also serves as the Managing Director of the Company's Botswana subsidiaries.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Corporate Governance Committee.
(5) Mr. Blackie Marole is a former Permanent Secretary in the Ministry of Minerals Energy and Water Resources. He retired from the Botswana Public Service in 2000 to join the De Beers group as executive director in the Diamond Trading Company and later in DBCM and finally ending his work carrier at Debswana Diamond Company as Managing Director in 2010. He previously chaired the boards of Water Utilities Corporation, Botswana Power Corporation, Botswana Diamond Valuing Company, Public Enterprises Evaluation and Privatization Agency, Barclays Bank Botswana and African Energy Resources Botswana and has served various other boards as a director. Mr. Marole currently chairs the board of Associated Fund Managers (medical aid administration) and Manamata Investment (real estate) and is a member of Belabela Quarries, Makunwu (diamond exploration), De Wet Drilling, CA&Sales (distribution), AQB (Manganese exploration).

Management does not contemplate that any nominee will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the Management Proxyholders reserve the right to vote FOR another nominee in their discretion, unless the shareholder has specified in the accompanying form of proxy that such shareholder's shares are to be withheld from voting on the election of directors.

Corporate Cease Trade Orders, Bankruptcies and Penalties and Sanctions

Except as disclosed below:

(a) no proposed director is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that, (i) was subject to a cease trade order, an order similar to a cease trade 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, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade 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, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer 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;

(b) no proposed director (i) is, or within ten years prior to the date hereof has been, 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 became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; and

(c) no proposed director has been subject to (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Cease Trade Order

Pursuant to National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”), the Company notified the Ontario Securities Commission (“OSC”) on April 27, 2022, that it anticipated a delay in filing its financial statements for the year-ended December 31, 2021, and the related management’s discussion and analysis (“MD&A”) and certifications (the “Annual Filings”) and requested that a MCTO be issued. The Annual Filings were due to be filed by May 2, 2022. The delays were as the result of primarily the impacts of the COVID pandemic locally (Botswana) as well as receiving license confirmations from the Botswana Ministry of Mineral Resources, Green Technology and Energy Security, Department of Mines.

On May 4, 2022, the OSC determined that the Company was not entitled to the MCTO as the Company’s shares did not meet NP 12-203, Section 6 (d) requirement with respect to having an “active, liquid market for its securities in Canada”.

On May 6, 2022, the OSC issued a Cease Trade Order (“CTO”) which stated verbatim as follows:

IN THE MATTER OF TSODILO RESOURCES LIMITED (the Issuer)

CEASE TRADE ORDER

Under the securities legislation of Ontario (Legislation)

Background

This is the order of the Ontario Securities Commission (the Decision Maker).
The Issuer has not filed the following periodic disclosure required by the Legislation:
audited annual financial statements for the year ended December 31, 2021;
management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2021;
certification of the foregoing filings as required by National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim Filings.
As a result of this order, if the Issuer is a reporting issuer in a jurisdiction in which Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, a person or company must not trade in or purchase a security of the issuer in that jurisdiction, except in accordance with the conditions that are contained in this order, if any, for so long as this order remains in effect.
Further, this order takes automatic effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.

Interpretation

Terms defined in the Legislation, National Instrument 14-101 Definitions or National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Order

The Decision Maker is satisfied that the decision concerning the cease trade meets the test set out in the Legislation to make this decision.
It is ordered under the Legislation that trading, whether direct or indirect, cease in respect of each security of the Issuer.
Despite this order a beneficial security holder of the Issuer who is not, and was not at the date of this order, an insider or control person of the Issuer, may sell securities of the Issuer acquired before the date of this order if both of the following apply:
(a) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and
(b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

DATED at Toronto this 6th day of May 2022.

Unless authority to vote is withheld, the shares represented by the proxies hereby solicited will be voted by the Management Proxyholders named therein FOR the election of each of the nominees whose names are set forth above.

Appointment and Remuneration of Auditors

The auditors of the Company are Jones & O’Connell, (“J&O”), Chartered Accountants of Toronto, Ontario, who were first appointed auditors of the Company on November 15, 2024. Management proposes that J&O be re-appointed as auditors of the Company for the ensuing year and that the board of directors of the Company (the “Board”) be authorized to fix their remuneration. See “Audit Committee Disclosure” for information on the external auditor service fees for the financial year-ended December 31, 2025.

Unless authority to vote is withheld, the shares represented by the proxies hereby solicited will be voted by the Management Proxyholders named therein FOR the re-appointment of Jones & O’Connell LLP as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix the remuneration of the auditors.

STATEMENT OF EXECUTIVE COMPENSATION

Introduction

In the following pages we describe:

The Company policies and practices with respect to the compensation of senior managers.
The role and structure of the Compensation Committee (“CCOM”).
The detailed disclosure of the remuneration of the Chief Executive Officer, (CEO), the Chief Financial Officer (CFO) and the Chief Operating Officer (COO) (collectively, the “Named Executive Officers” or “NEOs”) and the directors of the Company.

Overview of Compensation Philosophy

The Company’s aim is to provide competitive market remuneration to attract, retain and motivate the talent required to allow the Company to achieve its potential. The total reward package is designed to remunerate on the basis of an individual’s personal effectiveness in their role and thereby link their performance to the Company’s where possible. An underlying principle of the reward package is that good performance will be recognized, and poor performance will not be tolerated or rewarded.

Executive packages are determined on a Total Employment Cost (“TEC”) basis and include an appropriate balance of base salary, benefits and at-risk remuneration (in the form of short-term incentive and long-term incentive). They are set in the context of the relevant industrial and geographic norms that

the Company operates within and at a level which will make the organization competitive in its chosen exploration, mining and mineral exploration markets.

2024 Approach

The current approach is generally as follows:
- Balanced across the short, medium and longer term
- Market competitive
- Base pay is broadly targeted at a median level
- Longer-term reward (share option grants), provides the opportunity to build ownership in the business and increase personal wealth in the medium term in line with the opportunities for success afforded to the shareholders

Recruiting and Retention

Tsodilo's management team has strengthened considerably over the last couple of years. We are satisfied with our ability to attract and retain high caliber individuals capable of working within and contributing to the management team.

Aligning Management and Shareholders

The Company seeks to align management with shareholders' interests as follows:
- The short-term incentive plan incorporates 'pay-for-performance' into the annual cash remuneration.
- The long-term incentive plan represents a potentially significant portion of an executive's total remuneration and provides a longer-term focused reward that is subject to the same external market conditions as shareholders.

Compensation Committee "CCOM" Mandate

Recommending to the Board the annual salary, bonus and other benefits, direct and indirect, of the CEO
Approving the compensation for the Company's other executive officers, after considering the recommendations of the CEO
Approving other human resources and compensation policies and guidelines within their remit
Ensuring management compensation is competitive to enable the Company to continue to attract individuals of the highest caliber.

The CCOM is composed of three directors, two of which are deemed to be independent, Messrs. Kelafant (Chairman), Marole and Mogegeh. For a description of skills and experience relevant to the responsibilities of the members of CCOM in executive compensation, and which enable CCOM to make decisions on the suitability of the Company's compensation policies and practices, please refer to the applicable biographies under the headings "Election of Directors" and "Audit Committee Information see the section "Audit Committee Disclosure – Relevant Education and Experience".

Towards the end of each fiscal year (or as appropriate) the CCOM reviews the performance of the executive officers. CCOM considers a variety of factors when determining compensation policies and individual compensation levels, including:
- The long-term interests of the Company and its shareholders
- The performance of the Company
- Each officer's personal effectiveness in his or her role
- Each officer's contractual terms
- External market conditions and movements

The CEO's compensation is assessed considering similar factors.

Elements of Compensation

Base salary
Short-term incentive (cash award)
Long-term incentive (stock option grants)
Retirement benefits
Other executive benefits

1. Base Salary

Base salaries for NEOs are set at a level that is required to attract and retain candidates with the required levels of expertise and experience and consider competitive rates for the relevant position and location.

The base salaries of the Company's NEOs as at December 31, 2024, are shown in the table below.

Base Salaries

Name	Title	2024 Base Salary	Increase to Base Salary in 2024
James M. Bruchs	Chairman and Chief Executive Officer	$285,000.00^{1}	--
Gary A. Bojes	Chief Financial Officer^{2}	Nil	--
Samuel S. McCullough	Chief Financial Officer^{3}	$72,000.00	--

Effective January 1, 2022
Appointed Director of Business Development, Effective July 1, 2024
Appointed Chief Financial Officer, Effective July 1, 2024

2. Short-Term Incentive ("STI")

The Company did not award STI payments in 2024.

3. Long-Term Incentive

The Company provides long-term incentives through option grants under its Stock Option Plan.

2024 Option Grants

The following table sets out the details of incentive options granted during the most recently completed financial year to the Company's NEO's.

Name	Securities Under Options Granted (#)^{(1)}	Exercise or Base Price ($CAD/Security)	Market Value of Securities Underlying Options on the Date of Grant ($ CAD/Security)	Expiration Date^{(2)}
James M. Bruchs	200,000^{(3)}	0.24	0.24	1/01/2029
Chairman and CEO	200,000^{(3)}	0.23	0.225	6/17/2029
Gary A. Bojes, CFO	100,000	0.24	0.24	1/01/2029
	100,000	0.23	0.225	6/17/2029
Samuel S. McCullough, CFO	100,000	0.23	0.225	6/17/2029

Securities under options granted refer to the Company's common shares.
Unexercised options are subject to early expiration upon the resignation of the optionee or other termination of employment of the optionee with the Company or its affiliates and on the optionee's retirement or death.
January 1, 2024, option grant at $0.24 was for duties associated as CEO of the Company.
June 9, 2024, option grant at $0.23 was for duties associated as Chairman of the Board of Directors of the Company.

4. Retirement or Pension Plan Benefits

The Company does not have an established retirement plan for NEOs. However, full-time employees whose position, responsibilities and duties extend to the Company's subsidiaries in Botswana do qualify for severance benefits consistent with the scheme set forth in the Republic of Botswana, Department of Labor's - Employment Act. Full-time employees working outside Botswana earn severance benefits in a similar fashion. Severance is calculated as 1 day per month for the initial five years of employment and 2 days per month for time after five years of service. The severance is due at termination of employment or may be paid at the request of the employee at the completion of each five-year period of employment. Benefits are calculated using the employee's most recent rate of pay at the time of payment.

Name	Commencement of Employment	Initiation of Employment For Severance Qualification	Total Month / Days / as at the end of FY2024	Value of Severance Benefit as at the end of FY2023	Severance Benefits Outstanding as at the end of FY2024
James M. Bruchs
Chairman and CEO	June 15, 2002	July 1, 2002	29 months	$37,128	$63,336

5. Other Executive Benefits

"Other benefits" do not form a significant part of the remuneration package of any of our NEOs. In all cases, benefits, if any, are provided in a manner which is appropriate to the country of employment.

Compensation of Chairman and CEO and CFO Employment Contracts

Effective May 1, 2010, the Company entered into Employment Agreements with James M. Bruchs as Chairman and Chief Executive Officer for an indefinite term for an initial salary of $195,000 per year and the granting of 100,000 stock options per year commencing as of May 4, 2010 and thereafter on each subsequent January 1 at an exercise price equal to 100% of the fair market value of the common stock on the close of business on the day before the first business day in January. The options shall have a term of five years from the date of grant and shall be subject to the usual terms and conditions of options issued pursuant to and in accordance with the Stock Option Plan. In 2013, Mr. Bruchs' salary was increased to $250,000 per annum. In 2022, Mr. Bruchs' salary was set at $285,000 per annum and the award of stock options as CEO was increased to 200,000 per annum.

During the term of his employment, Mr. Bruchs shall be entitled to participate in such vacation, auto allowance, benefit plans, fringe benefits, life insurance, medical and dental plans (beginning on the first day of employment), retirement plans, and other programs as are offered from time to time by the Company.

Dr. Bojes does not have an employment agreement in place with the Company and receives no monetary compensation for serving as CFO but is eligible to receive and has received incentive stock options pursuant to the Company's Stock Option Plan, in remuneration of his services.

Mr. McCullough services as CFO were codified in a letter of appointment for an indefinite term at a current renumeration of $72,000 per year and the granting of 100,000 stock options. The options shall have a term of five years from the date of grant and shall be subject to the usual terms and conditions of options issued pursuant to and in accordance with the Stock Option Plan.

Risks Associated with the Company's Compensation Policies and Practices

Considering the current stage of development and the limited elements of executive compensation eater, at this time neither the Board nor its committees have formally assessed the implications of the risks associated with the Company's policies and practices.

The Board has not yet adopted a policy restricting its NEOs or directors from purchasing instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by NEOs or directors.

SUMMARY COMPENSATION TABLE

The following table contains information about the compensation earned by the Company's NEOs, for the financial years ended December 31, 2024, December 31, 2023, and December 31, 2022, as required pursuant to Canadian securities laws. There were no other executive officers of the Company or its subsidiaries serving as at the year-ended December 31, 2022, whose total salary and bonus exceeded C$150,000 per annum in those financial years.

Name and Position	Fiscal Year	Salary ($)	Share based Awards ($)	Option based Awards ($)(3)	Non-equity incentive Plan compensation ($)		Pension Value ($)	Compensation
					Annual incentive plan	Long-term Incentive plans		All Other	Total ($)
James M. Bruchs (1)
Chairman & CEO	2024	$285,000	NIL	$54,565	NIL	NIL	NIL	NIL	$339,565
	2023	$285,000	NIL	$47,252	NIL	NIL	NIL	NIL	$332,252
	2022	$285,000	NIL	$72,291	NIL	NIL	NIL	NIL	$321,675
Gary A. Bojes (2)
CFO	2024	NIL	NIL	$27,282	NIL	NIL	NIL	NIL	$27,282
	2023	NIL	NIL	$23,626	NIL	NIL	NIL	NIL	$23,626
	2022	NIL	NIL	$55,075	NIL	NIL	NIL	NIL	$55,075
Samuel S. McCullough(4)
CFO	2024	$72,000^{4}	NIL	$9,621	NIL	NIL	NIL	NIL	$45,621

(1) Effective May 5, 2010, Mr. Bruchs assumed the position of Chairman and Chief Executive Officer of the Company. Prior to May 2010, Mr. Bruchs was President and CEO of the Company since July, 2002. Mr. Bruchs was reimbursed by the Company for all travel, hotel and other out-of-pocket expenses reasonably incurred by him in relation to the performance of his duties. The Company paid $14,920 in premiums for health insurance coverage for Mr. Bruchs in 2024. Effective January 1, 2017, Mr. Bruchs was provided with an annual allowance, currently set at $20,000 for out-of-pocket medical, health related, and dental expenses not reimbursed or covered by insurance. Mr. Bruchs is also eligible to receive 200,000 stock options and has received incentive stock options pursuant to the Company's Stock Option Plan since 2022. Mr. Bruchs received no compensation in his capacity as a director of the Company, other than 200,000 stock options granted on June 9, 2024, which values are included in the summary compensation table for Mr. Bruchs.

(2) Effective October 1, 2007, until June 30, 2024, Dr. Gary A. Bojes assumed the position of Chief Financial Officer of the Company. Dr. Bojes receives no monetary compensation for serving as CFO but is eligible to receive and has received incentive stock options pursuant to the Company's Stock Option Plan. Effective July 1, 2025, Dr. Bojes was appointed Director of Business Development.

(3) This amount represents the fair value, on the date of the grant, of awards made under the Company's stock option plan. See "Long-Term Incentives" herein for details. The grant date fair value has been calculated using the Black-Scholes model according to Section 3870 of the CICA Handbook since it is used consistently by comparable companies. The key assumptions and estimates used for the calculation of the grant date fair value under this model include the risk-free interest rate, expected stock price volatility, expected life and expected dividend yield.

(4) Effective July 1, 2024, Samuel S. McCullough was appointed Chief Financial Officer of the Company.

INCENTIVE PLAN AWARDS

The following table provides details on stock options granted to the Named Executive Officers during the fiscal year-ended December 31, 2024, and those outstanding under the terms of the Company's Stock Option Plan.

Outstanding share-based awards and option-based awards

	Option-based Awards (1)				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
James M. Bruchs
Chairman & CEO	200,000	$0.14	01-Jan-2028	$0.00	N/A	N/A
	200,000	$0.15	12-Jun-2028	$0.00	N/A	N/A
	200,000	$0.16	17-Jun-2029	$0.00	N/A	N/A
	200,000	$0.17	01-Jan-2029	$0.00	N/A	N/A
	200,000	$0.21	01-Jul-2027	$0.00	N/A	N/A
	100,000	$0.33	01-Jan-2026	$0.00	N/A	N/A
	100,000	$0.45	01-Jan-2027	$0.00	N/A	N/A
	100,000	$0.53	21-May-2026	$0.00	N/A	N/A
Gary A. Bojes	100,000	$0.14	01-Jan-2028	$0.00	N/A	N/A
	100,000	$0.15	12-Jun-2028	$0.00	N/A	N/A
	100,000	$0.16	17-Jun-2029	$0.00	N/A	N/A
	100,000	$0.17	01-Jan-2029	$0.00	N/A	N/A
	100,000	$0.21	01-Jul-2027	$0.00	N/A	N/A
	100,000	$0.33	01-Jan-2026	$0.00	N/A	N/A
	100,000	$0.45	01-Jan-2027	$0.00	N/A	N/A
Samuel S. McCullough, CFO	100,000	$0.16	17-Jun-2029	$0.00	N/A	N/A

(1) Securities under options granted refer to the Company's common shares.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides detailed information regarding the value of awards vested or earned during the most recently completed financial year by the Named Executive Officers during the fiscal year ended December 31, 2024.

| Name | Option-based awards
Value vested during the year ($)(1) | Share-based awards
Value vested during the year ($) | Non-equity incentive plan compensation
Value earned during the year ($) |
| --- | --- | --- | --- |
| James M. Bruchs, Chairman & CEO | $ 0.00 | N/A | N/A |
| Gary A. Bojes, Business Development | $ 0.00 | N/A | N/A |
| Samuel S. McCullough, CFO | $ 0.00 | N/A | N/A |

(1) Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the closing price of the common shares of the Company as traded on the TSX-V on the vesting date and the exercise price of the options.

Termination and Change of Control Benefits

Mr. Bruchs is party to an individual employment agreement with the Company that sets forth certain instances where payments and other obligations arise on termination of their employment. See "Payments on change of Control or Termination" below. Dr. Bojes receives no monetary compensation

for serving as CFO but is eligible to receive and has received incentive stock options pursuant to the Company's Stock Option Plan.

Company's obligations due to involuntary termination without just cause:

Under the terms of the employment agreements, the Company shall pay to employee an amount equal to the sum of: (i) employee's annual base salary at the time employee's employment is terminated for two (2) years; plus (ii) employee's average annual bonus received over the eight (8) fiscal quarters of the Company immediately preceding Company's fiscal quarter during which employees employment is terminated, without exceeding employees target bonus for Company's fiscal year during which employee's employment is terminated, provided, however, that employee shall receive his target bonus if he is terminated within his first eight (8) fiscal quarters with the Company.
In addition, the Company shall provide, at Company's expense, continued coverage for employee and his beneficiaries for a period extending through the earlier of the date employee begins any sub-sequent full-time employment for pay and the date that is one (1) year after employee's termination of employment, under the Company's health plan covering employee and employee's beneficiaries.

Company's obligations on termination due to change of control:

If an employee's employment with the Company terminates within two years of a change of control by reason of employee's involuntary termination or termination by the Company without Cause within two (2) years of the effective date of the change of control, employee shall be entitled to receive the following in addition to any benefits which employee may have received upon termination without a change of control:
The Company must pay employee an amount equal to 150% of the sum of (A) employee's annual base salary and (B) his highest annual bonus;
The Company shall also pay employee any accrued obligations; and shall provide, at its expense continued coverage for employee and his beneficiaries for a period extending through the earlier of the date employee begins any subsequent full-time employment for pay and the date that is eighteen (18) months after employee's termination of employment, under the Company's health plan.
Severance benefits for termination after the second year following a change of control will be computed in a similar fashion to the termination without cause provisions.

Payments on Termination

Name	Severance: Base Salary ($)	Severance STI ($)	Severance Value of Benefits ($) (1)	Total ($)
James M. Bruchs	560,000	--	75,000	600,000
Gary A. Bojes	--	--	--	--
Samuel S. McCullough	--	--	--	--

(1) Estimate value of health insurance premiums based on historical figures, accrued severance and leave as at 12/31/2024

Payments on Change of Control

Name	Severance: Base Salary ($)	Severance STI ($)	Severance Value of Benefits ($) (1)	Total ($)
James M. Bruchs	840,000	--	75,000	900,000
Gary A. Bojes	--	--	--	--
Samuel S. McCullough	--	--	--	--

(1) Estimate value of health insurance premiums based on historical figures, accrued severance and leave as at 12/31/2024

COMPENSATION OF DIRECTORS

Compensation Arrangements

Save and except through the granting of stock options, the directors of the Company were not compensated in their capacity as directors of the Company and its subsidiaries during the fiscal year-ended December 31, 2024, pursuant to any standard compensation arrangement. An aggregate of 400,000 stock options were granted to three (3) directors (Messrs. Bruchs, Kelafant and Marole) in their capacity as directors of the Company during the 2024 fiscal year. See “Long Term Compensation Plans.”

Mr. James M. Bruchs received compensation in his capacity as Chairman and CEO of the Company, see the disclosure above under “Statement of Executive Compensation”, Mr. Bruchs was reimbursed by the Company for all travel, hotel and other out-of-pocket expenses reasonably incurred by them in relation to the performance of his duty as an officer of the Company.

DIRECTOR COMPENSATION TABLE

The following table sets out the compensation awarded to directors of the Company during the fiscal year ended December 31, 2024. Relevant disclosure for Mr. Bruchs has already been provided under the heading “Summary Compensation Table”.

Director Compensation Table

Name	Fees earned ($)	Share-Based Awards ($)	Option-based Awards^{(1)} ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Jonathan R. Kelafant	NIL	NIL	$16,412	NIL	NIL	NIL	$16,412
Blackie Marole	NIL	NIL	$19,044	NIL	NIL	NIL	$19,044

(1) This amount represents the fair value, on the date of grant, of awards made under the Company’s stock option plan. See “Long-Term Incentives” herein for details. The grant date fair value has been calculated using the Black-Scholes model according to Section 3870 of the CICA Handbook since it is used consistently by comparable companies. The key assumptions and estimates used for the calculation of the grant date fair value under this model include the risk-free interest rate, expected stock price volatility, expected life and expected dividend yield.

DIRECTOR INCENTIVE PLAN AWARDS

The following table sets forth for each director of the Company all awards outstanding at the end of the most recently completed financial year, including awards granted before the most recently completed financial year. Relevant disclosure for Mr. Bruchs has already been provided under the heading “Incentive Plan Awards”.

Outstanding share-based awards and option-based awards as at December 31, 2024

	Option-based Awards (1)				Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested
Jonathan R. Kelafant	125,000	$0.15	12-Jun-2028	$0.00	N/A	N/A
	125,000	$0.16	17-Jun-2029	$0.00	N/A	N/A
	150,000	$0.21	01-Jul-2027	$0.00	N/A	N/A
	100,000	$0.53	21-May-2026	$0.00	N/A	N/A
Blackie Marole	100,000	$0.07	21-Sep-2025	$4,866.00	N/A	N/A
	200,000	$0.15	12-Jun-2028	$0.00	N/A	N/A
	125,000	$0.16	17-Jun-2029	$0.00	N/A	N/A
	200,000	$0.21	01-Jul-2027	$0.00	N/A	N/A
	100,000	$0.53	21-May-2026	$0.00	N/A	N/A

(1) Securities under options granted refer to the Company's common shares.

DIRECTOR INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

The following table sets forth for each director, information regarding the value of awards vested or earned during the most recently completed financial year. Relevant disclosure for Mr. Bruchs has already been provided under the heading "Incentive Plan Awards – Value Vested or Earned during the Year".

| Name | Option-based awards
Value vested
during the year
($) | Share-based awards
Value vested
during the year
($) | Non-equity incentive plan
compensation – Value earned
during the year
($) |
| --- | --- | --- | --- |
| Jonathan R. Kelafant | 0.00 | N/A | N/A |
| Blackie Marole | 0.00 | N/A | N/A |

Indebtedness of Executive Officers, Directors and Employees

No director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of any of the foregoing is or has been indebted to the Company or any subsidiary of the Company and the Company has not provided a guarantee, entered into a support agreement or provided a letter of credit in respect of the indebtedness of any such individual to another entity, nor is there any aggregate indebtedness to report on behalf of any executive officers, directors, employees, former executive officers, directors or employees of the Company or any of its subsidiaries except for Mr. Bruchs as at December 31, 2024 as follows:

The notes payable at December 31, 2024, are summarized as follows:

Date	Balance 12/31/2023	Changes in 2024	Balance 12/31/2024	Interest Rate	Termination Fee	Maturity Date
31-Dec-18	$273,006	$--	$273,006	8%	$27,300	31-Dec-25
30-Jun-19	207,242	--	207,242	8%	NIL	On Demand
31-Dec-19	57,684	--	57,684	8%	NIL	On Demand
01-Oct-20	192,042	--	192,042	8%	NIL	On Demand
21-Jun-21	26,500	--	26,500	8%	NIL	On Demand

27-Jul-21	26,500	--	26,500	8%	NIL	On Demand
28-Aug-21	27,000	--	27,000	8%	NIL	On Demand
27-Sep-21	25,500	--	25,500	8%	NIL	On Demand
31-Dec-21	102,235	--	102,235	8%	NIL	On Demand
30-Jun-22	451,159	--	451,159	8%	NIL	On Demand
30-Sep-22	100,738	--	100,738	8%	NIL	On Demand
31-Dec-22	91,440	--	91,440	8%	NIL	On Demand
1-July-23	166,880	--	166,880	8%	NIL	On Demand
31-Sep-23	91,440	--	91,440	8%	NIL	On Demand
31-Dec-23	91,440		91,440	8%	NIL	On Demand
30-Jun-24	--	166,500	166,500	8%	NIL	On Demand
30-Sep-24	--	91,440	91,440	8%	NIL	On Demand
31-Dec-24	--	91,440	91,440	8%	NIL	On Demand
Total	$1,930,806	$349,380	$2,280,186		$27,300

During the year-ended December 31, 2024, $273,006 of notes payable had its maturity extended from December 31, 2024, to December 31, 2025.
The term note carries a termination fee of 10% upon early redemption of the note for which there is an embedded derivative arising -- the fair value of this is $NIL. There was no material gain / (loss) arising on this. In addition, at the option of the note holder, the note can be converted to stock during future private placements that raise a minimum of CAD $500,000 at the price of those future private placements.
Short-term promissory notes were issued in settlement of amounts loaned to the Company by Mr. Bruchs, compensation owed and expenses payable. The notes are payable on demand and have an annual interest rate of 8%.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The information in the following table is provided as of December 31, 2024.

Equity Compensation Plan Information

Plan Category	Number of Securities to be issued upon exercise of Outstanding Options (a)	Weighted average exercise price of outstanding options ($CAD) (b)	Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans approved by Security Holders	4,656,250	0.33	5,174,170
Equity Compensation Plans Not approved by Security Holders	NIL	NIL	NIL
Total	4,656,250		5,174,170

The Company's Stock Option Plan, described below, is the only equity-based compensation plan under which equity securities of the Company are authorized for issuance.

The Company's Stock Option Plan

The Stock Option Plan is currently the only equity-based compensation arrangement pursuant to which securities may be issued from the treasury of the Company. The major features of the Stock Option Plan can be summarized as follows:

The Board, or a committee or individual appointed for such purposes, may from time to time grant directors, officers, eligible employees of, or consultants to, the Company or its subsidiaries, options to acquire common shares in such numbers, for such terms and at such exercise prices as may be determined by the Board or designated committee or person. The purpose of the Stock Option Plan is to advance the interests of the Company by providing eligible personnel with a financial incentive for the continued improvement of the Company's performance and encouragement to stay with the Company.
The number of common shares of the company reserved for issuance under the Stock Option Plan is currently equal to 9,830,420. Any common shares subject to a share option which for any reason is cancelled or terminated without having been exercised will again be available for grant under the Stock Option Plan. The maximum number of common shares that may be reserved for issuance to insiders of the Company under the Stock Option Plan and under any other share compensation arrangement is limited to 5% of the common shares outstanding at the time of grant (on a non-diluted basis).
The Board has the authority under the Stock Option Plan to establish the option price at the time each share option is granted. The option price may not be lower than the market price, for example, the closing price of the common share as traded on the Exchange on the last trading day preceding the date on which the option is approved by the Board. The options vest equally on a quarterly basis over a period of 12 months from initial grant.

Options granted under the Stock Option Plan must be exercised no later than five (5) years after the date of grant or as otherwise determined by the Board and are not transferable other than by will or the laws of descent and distribution. An Option, and all rights to purchase pursuant thereto, shall expire and terminate immediately upon the optionee ceasing to be an employee or director of the company or any subsidiary. If, before the expiry of an Option in accordance with the terms thereof, the employment / directorship of the Optionee with the Company or with any subsidiary shall terminate, in either case by reason of the death of the Optionee, such Option may, subject to the terms thereof and any other terms of the Plan, be exercised by the legal representative(s) of the estate of the Optionee at any time during the first six months following the death of the Optionee (but prior to the expiry of the Option in accordance with the terms thereof) but only to the extent that the Optionee was entitled to exercise such Option at the date of the termination of his employment / directorship.

The Company provides no financial assistance to facilitate the purchase of common shares by eligible personnel who hold options granted under the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the directors and officers of the Company, no director or executive officer of the Company, nor any person or company that is itself an informed person or subsidiary of the Company, nor any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, nor any proposed nominee for election as a director of the Company, and no associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction which, in either such case has materially affected or will materially affect the Company or any of its subsidiaries.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

During 2024, the Company maintained liability insurance for its directors and officers acting in their respective capacities in an aggregate amount of C$3,000,000 against liabilities incurred by such persons as directors and officers of the Company and its subsidiaries, except where the liability relates to such person's failure to act honestly and in good faith with a view to the best interests of the Company. The annual premium (Aug 2024 – Aug 2025) paid by the Company for this insurance in respect of the

directors and officers as a Group is C$12,247. No premium for this insurance is paid by the individual directors and officers. The insurance contract underlying this insurance does not expose the Company to any liability in addition to the payment of the required premium.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Introduction

This statement of corporate governance practices is made with reference to National Policy 58-201, Corporate Governance Guidelines and National Instrument 58-101, Disclosure of Corporate Governance Practices (hereinafter collectively the "Governance Guidelines") which are initiatives of the Canadian Securities Administrators ("CSA").

The Corporate Governance Committee has closely monitored the various changes and proposed changes in the regulatory environment and, where applicable, amended its governance practices to align with these changes that are currently in effect.

In accordance with the Governance Guidelines, the Company has disclosed its system of corporate governance in this Circular. The following text sets forth the steps taken by the Company in order to comply with the Governance Guidelines and its system of corporate governance now in force.

Board Governance

The Board has adopted a mandate which acknowledges its responsibility for the overall stewardship of the conduct of the business of the Company and the activities of management. Management is responsible for the day-to-day conduct of the business of the Company. The Board's fundamental objectives are to enhance and preserve long-term shareholder value, and to ensure the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner. In performing its functions, the Board considers the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Company. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, sets the standards of conduct for the Company.

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including selecting its Chairman, nominating candidates for election to the Board and constituting committees of the Board. Subject to the Articles and By-Laws of the Company and applicable law, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

To assist the Board in its responsibilities, the Board has established three standing committees: The Audit Committee, the CCOM and the Corporate Governance Committee. Each committee has a written mandate and reviews its mandate annually.

Composition of the Board

The Board and its committees participate in all decision-making processes in the management of the Company and has adopted the following statement of corporate governance practices.

Responsibilities

The Board acknowledges its responsibility for the stewardship of the Company, and specifically for:

(i) Adoption of a strategic planning process

The Board provides input and guidance on and reviews and approves the strategic planning and business objectives developed by senior management of the Company and oversees management's implementation of the strategic plan.

(ii) Identification of principal risks, and implementing risk-management systems

The Board considers on an ongoing basis the principal risks of the Company's business in the diamond mining industry, particularly having regard to sensitivity to diamond prices, political risks given the location of the Company's operations, environmental and operational risks, based on regular business reports prepared by the Company's senior management. In addition, the Audit Committee by its review of the activities and findings of the Company's external auditors is aware of the principal risks to the Company's businesses and reports thereon to the Board on a regular basis.

(iii) Succession planning and monitoring senior management

The Board is responsible for the assessment of the performance of, and the development of a succession plan for, the Chief Executive Officer of the Company, who is in turn charged with those same responsibilities for the balance of the Company's senior management team.

(iv) Communications policy

The Board is committed to maintaining an effective communications policy for the benefit of all shareholders. In addition to its timely and continuous disclosure obligations under applicable law, the Company ensures that senior management is available to respond to questions and comments from shareholders. With the approval of the Board, management has a designee of the Company, as the principal individual responsible for receiving shareholder inquiries and dealing with shareholders' concerns. Such designee is available to respond to shareholder questions and comments, and endeavours to respond promptly and appropriately to all requests and/or inquiries. If material business issues result from communications between shareholders and senior management, it is the policy of the Company that such matters be reported to the Board.

(v) Integrity of internal control and management information system

The Audit Committee reviews with management and the Company's external auditors the ongoing sufficiency and integrity of the Company's internal control, financial reporting, and management information systems.

The Board has considered the relationship and status of each director. As of the date hereof, the Board currently consists of four (4) directors of which three (3) are independent. Messrs. Kelafant, Marole and Mogegeh do not have any material business relationships with the Company and are therefore considered independent under the Governance Guidelines and otherwise independent under the National Instrument 52-110, Audit Committees (NI52-110) for the purpose of sitting on the Company's Audit Committee.

The jurisdiction of the Chairman of the Board includes reviewing the performance of the Board and each of its committees and recruitment and nomination of new directors to the Board. Further, the Company believes that the nature of the relationships of its related directors would not adversely affect their independence or ability to act in the best interest of the Company.

The Chairman of the Board annually reviews the membership and chairs of the Board committees, as well as the mandates and activities of each committee, and makes such recommendations to the Board arising out of such review, as he deems appropriate. The Company believes that the Board members are qualified as directors and represent the various disciplines necessary for the proper governance of the Company.

Other Public Corporation Directorships

The following table discloses other directorships held by each of the directors standing for election in

other reporting issuers (or equivalent in foreign jurisdictions) as at December 31, 2024:

Director	Public Company Board Membership
NA	NA

Ethical Business Conduct

The Board has adopted a formal written Code of Conduct and a Corporate Disclosure Policy (collectively referred to as "Codes of Conduct") for its directors, officers and employees.

Individuals governed by the Codes of Conduct are required to disclose in writing all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties. Individuals must avoid all situations in which their personal interests' conflict or might conflict with their duties to the Company or with the economic interest of the Company.

Directors, officers and employees are encouraged to report violation of the Codes of Conduct on a confidential and, if preferred, anonymous basis, in accordance with the complaint's procedure set out in the Codes of Conduct or the Company's whistleblower "Speakout" procedures. The Corporate Governance Committee may request special treatment for any complaint, including the involvement of the Company's external auditors or outside counsel or other advisors. All complaints are required to be in writing by the person(s) designated to investigate the complaint, who shall report forthwith to their supervisor or the Chair of the Corporate Governance Committee. The Company has also established a fraud reporting and investigation "Speakout" policy to encourage employees, officers and directors to raise concerns regarding questionable accounting, internal controls, auditing or other fraudulent matters, on a confidential basis free from discrimination, retaliation or harassment.

Board Committees other than the Audit Committee

Other than the Audit Committee, the Board has established two standing committees, namely, the Compensation Committee and the Corporate Governance Committee.

Compensation Committee

The Compensation Committee consists of three (3) directors, all of whom are independent within the meaning of the Governance Guidelines. The Compensation Committee currently includes Messrs. Kelafant (Chairman), Marole and Mogegeh.

The principal purpose of the Compensation Committee is to implement and oversee human resources and compensation policies approved by the Board of Directors of the Company. The duties and responsibilities of the committee include, without limitation, the following:

to recommend to the Board human resources and compensation policies and guidelines for application to the Company;
to ensure that the Company has in place programs to attract and develop management of the highest caliber and a process to provide for the orderly succession of management; and
to review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and to approve compensation for all other designated officers of the Company, after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board.

Corporate Governance Committee

The Corporate Governance Committee (the "CGC") consists of three (3) directors, of which all are independent within the meaning of the Governance Guidelines. The CGC currently consists of Messrs. Marole (Chairman), Kelafant and Mogegeh.

The principal purpose of the CGC is to provide a focus on corporate governance that will enhance corporate performance, and to ensure on behalf of the Board and shareholders that the Company's corporate governance system is effective in the discharge of its obligations to the Company's stakeholders. The duties and responsibilities of the CGC include, without limitation, the following:

to develop and monitor the Company's overall approach to corporate governance issues and, subject to approval by the Board, to implement and administer a system of corporate governance which reflects superior standards of corporate governance practices;
to report annually to the Company's shareholders, through the Company's annual management proxy circular or annual report to shareholders, on the Company's system of corporate governance and the operation of its system of governance;
to analyze and report annually to the Board the relationship of each director to the Company as to whether such director is a related director or an unrelated director; and
to advise the Board or any of the committees of the Board of any corporate governance issues which the CGC determines ought to be considered by the Board or any such committee.

Board Committee Appointments

The Board appoints the members of the committees for the ensuing year at its organizational meeting held in conjunction with each annual general meeting of the shareholders of the Company. The Board may at any time remove or replace any member of a committee and may fill any vacancy in a committee.

Orientation and Continuing Education

The Company currently has an informal orientation program for new members of the Board. The Board regularly invites senior operating management to attend at Board meetings to report on their respective business unit activities, and Board meetings are periodically organized to include tours of the Company's facilities which permit the Board to participate in a detailed firsthand review of the Company's activities. In addition, there are periodic events organized by the Company where the Board can interact with senior management.

Nomination of Directors

The Board is largely responsible for identifying new candidates for nomination to the Board. The process by which candidates are identified is through recommendations presented to the Board, which establishes and discusses qualifications based on corporate law and regulatory requirements as well as education and experience related to the business of the Company.

Compensation

It is the responsibility of the Compensation Committee to determine the level of compensation in respect of the Company's senior executives with a view to providing such executives with a competitive compensation package relating to performance. The Compensation Committee reviews and recommends the compensation of the Chief Executive Officer of the Company on a regular basis, at least once a year. The Compensation Committee also reviews the recommendations submitted by the Chief Executive Officer with respect to the compensation of other senior officers of the Company.

In establishing compensation for executive officers, the Compensation Committee takes into consideration individual performance, responsibilities, length of service and levels of compensation

provided by industry competitors. Such compensation is composed primarily of three components; namely, base salary, the granting of stock options and the awarding of performance bonuses. The Compensation Committee recommends guidelines for the Stock Option Plan and, in consultation with the Chief Executive Officer, reviews the options granted to the Company's executives and board members. Performance bonuses are considered from time to time having regard to the Company's objectives. No definitive and pre-determined bonus arrangement was entered into in the preceding fiscal year.

Assessments

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Chairman of the Board encourages discussion amongst the members of the Board as to evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee of the Company is comprised of three (3) directors. The current members of the Committee are Messrs. Jonathan R. Kelafant (Chairman), Blackie Marole and Mosinanegape Mogegeh all of whom are "financially literate" and Messrs. Kelafant, Marole and Mogegeh are "independent" for the purposes of National Instrument NI 52-110.

The Audit Committee oversees the accounting and financial reporting processes of the Company and its subsidiaries and all audits and external reviews of the financial statements of the Company, on behalf of the Board, and has general responsibility for oversight of internal controls, and accounting and auditing activities of the Company and its subsidiaries. All auditing services and non-audit services to be provided to the Company by the Company's auditors are pre-approved by the Audit Committee. The Audit Committee reviews, on a continuous basis, any reports prepared by the Company's external auditors relating to the Company's accounting policies and procedures, as well as internal control procedures and systems.

The Audit Committee is also responsible for examining all financial information, including annual and quarterly financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees the annual audit process, the quarterly review engagements, the Company's internal accounting controls, any complaints and concerns regarding accounting, internal control or audit matters and the resolution of issues identified by the Company's external auditors. The Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders.

Audit Committee Charter

Please see Schedule "A" for the text of the charter of the audit committee other than James M. Bruchs.

Relevant Education and Experience

Jonathan R. Kelafant - Chairman

Earned a MSc. From George Washington University and is a member of the American Association of Petroleum Geologists. He has over 30 years of experience in developing oil and gas projects, notably shale projects, in the USA as well as overseas and is currently Vice-President of Advanced Resources in Washington D.C.

Blackie Marole

An Economist by profession, Mr. Marole spent 21 years of his career in the Botswana civil service where he reached the highest post in the Ministry of Energy, Water and Minerals Resources as its Permanent Secretary.

Mr. Marole has provided oversight as Director and Chairman of the following national and international Boards: African Energy Resources; Associated Fund Administrators (AFA); Alternate Director and

Chairman, Botswana Diamond Valuing Company; Alternate Director, Director and Chairman, Debswana Diamond Company; Director Diamond Manufacturing Botswana; Alternate Director, Diamond Trading Company; Alternate Director for Debswana Pension Fund Board of Trustees; Chairman of Botswana Power Corporation; Chairman of Water Utilities Corporation; Alternate Director BCL; Chairman of Water Apportionment Board; Chairman Teemane Manufacturing Company; Director De Beers Centenary AG/De Beers Consolidated Mines; Director BCL Limited; Director Botswana Ash; Director De Beers Prospecting (Pty) Ltd; Director De Beers Botswana (Pty) Ltd; Chairman Barclays Bank of Botswana; Director CIC Energy among others.

Mr. Marole holds a Master of Arts Degree in Economics from Williams College, Massachusetts, United States. He also holds Bachelor of Arts Degree in Economics from the University of Botswana, and an Economic Institute Diploma with the University of Colorado. Mr. Marole was appointed director in 2017.

Mosinanegape Mogegeh

Mr. Mogegeh has over 20 years' experience in the financial services industry, specifically in the asset management, private equity, structured finance and corporate finance and advisory fields. He holds a Bachelor of Accounting degree from the University of Botswana and has attended a number of private equity courses offered by Southern Africa Venture Capital and Private Equity Association ("SAVCA"), The African Private Capital Association ("AVCA"), European Venture Capital Association ("EVCA", now "Invest Europe"), and National Venture Capital Association ("NVCA"), and a Mergers & Acquisitions course at the Amsterdam Institute of Finance ("AIF"). He has garnered years of experience in transaction structuring, financial analysis and modelling, valuations and portfolio management and founded and established the operations of one of the leading private equity fund management companies in the Botswana market.

Mr. Mogegeh to that Gape worked for the Botswana Development Corporation, as Investment Principal, and Deloitte Botswana as a Senior Manager in Corporate Finance, overseeing the in-country delivery of corporate finance and advisory services (M&A Advisory, Due diligence reviews, Valuations, Debt and Equity Capital raisings, Listings and other services).

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed fiscal year did the Company rely on:

(a) the exemption in section 2.4 (De Minimis Non-Audit Services) of National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators ("NI 52-110"); or
(b) an exemption from the requirements of MI 52-110 granted under Part 8 (Exemptions) of MI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee approves all audit engagements and must pre-approve the provision by the external auditors of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and in such regard the Audit Committee may establish the types of non-audit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit related and non-audit services for which the Audit Committee will retain the external auditors. The Audit Committee may delegate to one or more of its members the authority to pre-approve non-audit services, provided that any such delegated pre-approval shall be exercised in accordance with the types of particular non-audit services authorized by the Audit Committee to be provided by the external auditor

and the exercise of such delegated pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting following such pre-approval.

External Auditor Service Fees (By Category)

The following table discloses the fees and estimated fees to the Company by its external auditor during the last two-fiscal years ended December 31. Amounts set forth below are in CAD.

Financial Year-Ending	Audit Fees (1)	Audit Related Fees	Tax Fees (1)	All Other Fees
December 31, 2024	$48,000	--	$3,500	--
December 31, 2023	$85,000	--	-	--

(1) The aggregate fees billed for services for Tsodilo Resources Limited and Botswana subsidiaries Newdico (Pty) Ltd, Gcwihaba Resources (Pty) Ltd and Bosoto (Pty) Ltd.

Other

The Company is relying on the exemption provided in section 6.1 of NI 52-110 as the Company is a "venture issuer" and is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

OTHER BUSINESS

As at the date hereof, management of the Company knows of no other matters which will be brought before the Meeting, other than those referred to in the accompanying notice of meeting. Should any other matters properly be brought before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on those matters in accordance with the best judgment of the persons voting such proxies.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR website under the Company's profile at www.sedar.com. Financial information related to the Company is contained in the Company's consolidated audited financial statements and related management's discussion and analysis for the year-ended December 31, 2024. Copies of the Company's consolidated audited financial statements for the year-ended December 31, 2024, may be obtained free of charge by writing to the Corporate Secretary of the Company at 1 King Street West, 48th Floor, Toronto ON M5H 1A1 - Canada.

CERTIFICATE

The contents and the sending of this Circular have been approved by the Board.

DATED this 28th day of April 2025

BY ORDER OF THE BOARD OF DIRECTORS

"s"

James M. Bruchs

Chairman & CEO

SCHEDULE “A”

TSODILO RESOURCES LIMITED
CHARTER OF THE
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

NAME

There shall be a committee of the board of directors (the "Board") of Tsodilo Resources Limited (the "Company") known as the Audit Committee.

PURPOSE OF AUDIT COMMITTEE

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following principal areas:

(a) the Company's external audit function; including the qualifications, independence, appointment and oversight of the work of the external auditors;
(b) the Company's accounting and financial reporting requirements;
(c) the Company's reporting of financial information to the public;
(d) the Company's compliance with law and regulatory requirements;
(e) the Company's risks and risk management policies;
(f) the Company's system of internal controls and management information systems; and
(g) such other functions as are delegated to it by the Board.

Specifically, with respect to the Company's external audit function, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Company's financial statements; the independent auditors' qualifications; and the performance of the Company's independent auditors.

MEMBERSHIP

The Audit Committee shall consist of as many members as the Board shall determine but, in any event not fewer than three directors appointed by the Board as provided for in the By-laws of the Company. Each member of the Audit Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director of the Company. The Board, following consideration of the recommendation of the Corporate Governance Committee, may fill a vacancy which occurs in the Audit Committee at any time.

Members of the Audit Committee shall be selected based upon the following and in accordance with applicable laws, rules and regulations:

(a) Financially Literate. Each member shall be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. For these purposes, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity

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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.

CHAIR AND SECRETARY

The Chair of the Audit Committee shall be designated by the Board. If the Chair is not present at a meeting of the Audit Committee, the members of the Audit Committee may designate an interim Chair for the meeting by majority vote of the members present. The Secretary of the Company shall be the Secretary of the Audit Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Audit Committee members who are present. A member of the Audit Committee may be designated as the liaison member to report on the deliberations of the Audit Committees of affiliated companies (if applicable).

MEETINGS

The Chair of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require.

Notice of every meeting shall be given to the external and internal auditors of the Company, and meetings shall be convened whenever requested by the external auditors or any member of the Audit Committee in accordance with applicable law. The Audit Committee shall meet separately and periodically with management, legal counsel and the external auditors. The Audit Committee shall meet separately with the external auditors at every meeting of the Audit Committee at which external auditors are present.

MEETING AGENDAS

Agendas for meetings of the Audit Committee shall be developed by the Chair of the Audit Committee in consultation with the management and the corporate secretary, and shall be circulated to Audit Committee members as far in advance of each Audit Committee meeting as is reasonable.

RESOURCES AND AUTHORITY

The Audit Committee shall have the resources and the authority to discharge its responsibilities, including the authority, in its sole discretion, to engage, at the expense of the Company, outside consultants, independent legal counsel and other advisors and experts as it determines necessary to carry out the duties of management, without seeking the approval of the Board or management. The Audit Committee shall have the authority to conduct any investigation necessary and appropriate to fulfilling its responsibilities, and has direct access to and the authority to communicate directly with the internal and external auditors, the general counsel of the Company and other officers and employees of the Company.

The members of the Audit Committee shall have the right for the purpose of performing their duties to inspect all the books and records of the Company and its subsidiaries and to discuss such accounts and records and any matters relating to the financial position, risk management and internal controls of the Company with the officers and external and internal auditors of the Company and its subsidiaries. Any member of the Audit Committee may require the external or internal auditors to attend any or every meeting of the Audit Committee.

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RESPONSIBILITIES

The Company's management is responsible for preparing the Company's financial statements and the external auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of those activities by the Company's management and external auditors, and overseeing the activities of the internal auditors.

The specific responsibilities of the Audit Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Audit Committee from examining any matters related to its purpose.

Financial Reporting Process and Financial Statements

The Audit Committee shall:

(a) in consultation with the external auditors and the internal auditors, review the integrity of the Company's financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies;

(b) review all material transactions and material contracts entered into between (i) the Company or any subsidiary of the Company, and (ii) any subsidiary, director, officer, insider or related party of the Company, other than officer or employee compensation arrangements approved or recommended by the Compensation Committee, or director remuneration approved or recommended by the Corporate Governance Committee, or transactions in the ordinary course of business;

(a) review and discuss with management and the external auditors: (i) the preparation of Company's annual audited consolidated financial statements and its interim unaudited consolidated financial statements; (ii) whether the financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Company as of and for the periods presented; (iii) any matters required to be discussed with the external auditors according to Canadian generally accepted auditing standards; (iv) an annual report by the external auditors describing: (A) all critical accounting policies and practices used by the Company; (B) all material alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, including the ramifications of the use such alternative treatments and disclosures and the treatment preferred by the external auditors; and (C) other material written communications between the external auditors and management;

(b) following completion of the annual audit, review with each of: (i) management; (ii) the external auditors; and (iii) the internal auditors, any significant issues, concerns or difficulties encountered during the course of the audit;

(d) review the interim quarterly and annual financial statements and annual and interim press releases prior to the release of earnings information; and

(e) review and be satisfied that adequate procedures are in place for the review of the public disclosure of financial information by the Company extracted or derived from the

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Company's financial statements, other than the disclosure referred to in (f), and periodically assess the adequacy of those procedures.

2. External Auditors

The Audit Committee shall:

(a) require the external auditors to report directly to the Audit Committee;

(b) be directly responsible for the selection, nomination, compensation, retention, termination and oversight of the work of the Company's external auditors engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, and in such regard recommend to the Board the external auditors to be nominated for approval by the shareholders;

(c) approve all audit engagements and must pre-approve the provision by the external auditors of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and in such regard the Audit Committee may establish the types of non-audit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit related and non-audit services for which the Audit Committee will retain the external auditors. The Audit Committee may delegate to one or more of its members the authority to pre-approve non-audit services, provided that any such delegated pre-approval shall be exercised in accordance with the types of particular non-audit services authorized by the Audit Committee to be provided by the external auditor and the exercise of such delegated pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting following such pre-approval;

(d) review and approve the Company's policies for the hiring of partners and employees and former partners and employees of the external auditors;

(e) consider, assess and report to the Board with regard to the independence and performance of the external auditors; and

(f) request and review the audit plan of the external auditors as well as a report by the external auditors to be submitted at least annually regarding: (i) the external auditing firm's internal quality-control procedures; (ii) any material issues raised by the external auditor's own most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

3. Accounting Systems and Internal Controls

The Audit Committee shall:

(a) oversee management's design and implementation of and reporting on internal controls. The Audit Committee shall also receive and review reports from management, the internal auditors and the external auditors on an annual basis with regard to the reliability and effective operation of the Company's accounting system and internal controls;

(b) review annually the activities, organization and qualifications of the internal auditors and discuss with the external auditors the responsibilities, budget and staffing of the internal audit function; and

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4. Legal and Regulatory Requirements

The Audit Committee shall:

(a) receive and review timely analysis by management of significant issues relating to public disclosure and reporting;

(b) review, prior to finalization, periodic public disclosure documents containing financial information, including the Management's Discussion and Analysis and Annual Information Form;

(d) review with the Company's General Counsel legal compliance matters, significant litigation and other legal matters that could have a significant impact on the Company's financial statements; and

(e) assist the Board in the oversight of compliance with legal and regulatory requirements and review with legal counsel the adequacy and effectiveness of the Company's procedures to ensure compliance with legal and regulatory responsibilities.

5. Additional Responsibilities

The Audit Committee shall:

(a) discuss policies with the external auditor, internal auditor and management with respect to risk assessment and risk management;

(b) establish procedures and policies for the following

(i) the receipt, retention, treatment and resolution of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(ii) the confidential, anonymous submission by directors or employees of the Company of concerns regarding questionable accounting or auditing matters or any potential violations of legal or regulatory provisions;

(d) report regularly to the Board, including with regard to matters such as the quality or integrity of the Company's financial statements, compliance with legal or regulatory requirements, the performance of the internal audit function, and the performance and independence of the external auditors; and

(e) review and reassess the adequacy of the Audit Committee's Charter on an annual basis.

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Limitation on the Oversight Role of the Audit Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Audit Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives financial and other information, and the accuracy of the information provided to the Company by such persons or organizations.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in Canada and applicable rules and regulations. These are the responsibility of management and the external auditors.

Approved by the Board of Directors, September 1, 2004.

"Christopher Jennings"
Christopher M. H, Jennings, Chairman

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AI assistant

Tsodilo Resources Limited — Proxy Solicitation & Information Statement 2025

43484_rns_2025-04-28_d8d6804d-16eb-4589-8e59-2cc02bfc6c51.pdf

TSODILO RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Solicitation of Proxies

Appointment of Proxyholder

Voting of Proxies

Exercise of Discretion by Proxies

Voting by Beneficial (Non-registered) Shareholders

Revocation of Proxy

Record Date

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

SECURITIES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

1. Financial Statements

2. Election of Directors

Nominees

Corporate Cease Trade Orders, Bankruptcies and Penalties and Sanctions

Cease Trade Order

Background

Interpretation

2024 Approach

Recruiting and Retention

Aligning Management and Shareholders

Compensation Committee "CCOM" Mandate

Elements of Compensation

1. Base Salary

Base Salaries

2. Short-Term Incentive ("STI")

3. Long-Term Incentive

2024 Option Grants

4. Retirement or Pension Plan Benefits

5. Other Executive Benefits

Compensation of Chairman and CEO and CFO Employment Contracts

Risks Associated with the Company's Compensation Policies and Practices

SUMMARY COMPENSATION TABLE

INCENTIVE PLAN AWARDS

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

Termination and Change of Control Benefits

Company's obligations due to involuntary termination without just cause:

Company's obligations on termination due to change of control:

Payments on Termination

Payments on Change of Control

COMPENSATION OF DIRECTORS

Compensation Arrangements

DIRECTOR COMPENSATION TABLE

Director Compensation Table

DIRECTOR INCENTIVE PLAN AWARDS

DIRECTOR INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

Indebtedness of Executive Officers, Directors and Employees

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The Company's Stock Option Plan

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Introduction

Board Governance

Composition of the Board

Responsibilities

Ethical Business Conduct

Board Committees other than the Audit Committee

Compensation Committee

Corporate Governance Committee

Board Committee Appointments

Orientation and Continuing Education

Nomination of Directors

Compensation

Assessments

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Relevant Education and Experience

Mosinanegape Mogegeh

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Other

Tsodilo Resources Limited Proxy Solicitation & Information Statement 2025