VANTEX RESOURCES LTD.
400 – 837 West Hastings Street
Vancouver, BC V6C 3N6
Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Take notice that the Annual General Meeting of shareholders of Vantex Resources Ltd. (the “Corporation”) will be held at Suite 400, 837 West Hastings Street, Vancouver, British Columbia, on July 14, 2025, at 1:30 p.m. local time, (the “Meeting”) for the following purposes:

to receive and consider the audited consolidated financial statements of the Corporation for its financial year ended October 31, 2024, and the report of the auditor;
to set number of directors to three
to elect directors of the Corporation for the ensuing year;
to appoint an auditor of the Corporation for the ensuing year;
to approve the stock option plan as set forth in the accompanying information circular.
to transact such other or further business as may properly come before the Meeting or any adjournment thereof

A Management Proxy Circular accompanies this Notice. The Management Proxy Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it by fax, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Proxy Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Management Proxy Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Dated at Vancouver, British Columbia, June 9, 2025

BY ORDER OF THE BOARD

“Quinn Field-Dyte”

Quinn Field-Dyte
Chief Financial Officer

VANTEX RESOURCES LTD.
400 – 837 West Hastings Street
Vancouver, BC V6C 3N6
Email: [email protected]

MANAGEMENT PROXY CIRCULAR
as at June 9, 2025 (except as otherwise indicated)

This Management Proxy Circular is furnished in connection with the solicitation of proxies by the management of Vantex Resources Ltd. (the “Corporation”) for use at the annual and special meeting (the “Meeting”) of its shareholders to be held on July 14, 2025 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Management Proxy Circular, references to “the Corporation”, “we” and “our” refer to Vantex Resources Ltd. “Common Shares” means common shares without par value in the capital of the Corporation. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Corporation. The Corporation will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are directors of the Corporation. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders who wish to submit a proxy may choose one of the following methods:

(a) complete, date and sign the enclosed form of proxy and return it to the Corporation’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 264-9525, or by mail, or by hand delivery to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by hand delivery to the 2nd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9; or

(b) use a touch-tone phone to transmit voting choices to a toll free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy form for the toll free number, the Proxy access number; or

(c) log onto Computershare’s internet website for proxy voting at www.investorvote.com. Registered shareholders must follow the instructions provided on the website and refer to the enclosed Proxy form for the proxy access number.

Regardless of the method a Registered Shareholder uses to vote, they must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Corporation’s board of directors (the “Board”) at its discretion without notice.

Beneficial Shareholders

The information in this section is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Corporation as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”). In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States of America (the “United States” or the “U.S.”), under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

If you are a Beneficial Shareholder:

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy that will be supplied by your broker will be similar to the Proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the intermediary how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a voting instruction form (a “VIF”) in lieu of the Proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation) other than the persons designated in the VIF to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of your desired representative (which may be you), in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented

at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Common Shares directly at the Meeting - the VIF must be returned to Broadridge, in accordance with its instructions, well in advance of the Meeting, in order to have your Common Shares voted or to have an alternate representative duly appointed to attend and vote your Common Shares at the Meeting.

If you wish to vote your Common Shares in person at the Meeting, please complete the enclosed VIF and insert your own name as the Appointee on the VIF. Be sure to send your completed and signed VIF to Broadridge well before Broadridge’s deadline. When you attend the Meeting, be sure to confirm with the Scrutineer before the start of the Meeting that you are appointed to vote your own Common Shares and that you will be voting those Common Shares in person at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Dominion of Canada and the securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Canada Business Corporations Act (the “CBCA”), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the registered shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare, or to the Corporation’s office at 400 - 837 West Hastings Street, Vancouver, BC V6C 3N6, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(b) personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Corporation, nor any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed June 9, 2025 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting, except to the extent that:

(a) the shareholder has transferred the ownership of any such share after the record date, and
(b) the transferee produces a properly endorsed share certificate for or otherwise establishes ownership of any of the transferred Common Shares and makes a demand to Computershare no later than 10 days before the Meeting that the transferee’s name be included in the list of shareholders in respect thereof.

The Corporation is authorized to issue an unlimited number of Common Shares. As of the Record Date, the Corporation had outstanding 4,809,231 fully paid and non-assessable Common Shares without par value, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Corporation, the only person beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation as at the Record Date is listed below.

Beneficial Owner:	Shares Owned	Percentage Owned
Anthony Jackson	954,167	19.84%

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the fiscal year ended October 31, 2024, the report of the auditor thereon and the related management discussion and analysis will be placed before the Meeting. Additional information may be obtained upon request from the Secretary of the Corporation at 400 – 837 West Hastings St., Vancouver, BC V6C 3N6, Email: [email protected]. These documents and additional information are also available via the internet on www.sedar.com.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Corporation’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

Pursuant to the By-Laws the Corporation is administered by the Board of Directors (the “Board”). The term of office of each of the current directors will end at the conclusion of the Meeting. At the Meeting the shareholders will be asked to elect directors to the Board. The current Board has determined that four (4) directors will be elected to the Board. Unless the director’s office is vacated earlier in accordance with the provisions of the CBCA, or the current governing legislation of the Corporation, each director elected will hold office until the conclusion of the next annual meeting of the Corporation, or if no director is then elected, until a successor is elected.

The following table sets out the names of management's four nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

Nominee Position with the Corporation and Residence	Occupation, Business or Employment(1)	Period as a Director of the Corporation	Common Shares Beneficially Owned or Controlled(1)
Quinn Field-Dyte
British Columbia, Canada
Chief Financial Officer	See “Occupation, Business or Employment of Director Nominees” below	Since February 4, 2016	0
Kenneth Tollstam
British Columbia, Canada
Chief Executive Officer	See “Occupation, Business or Employment of Director Nominees” below	Since March 5, 2024	0
Usama Chaudhry
British Columbia, Canada
Director	See “Occupation, Business or Employment of Director Nominees” below	Since June 4,2021	0

Note:
(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

None of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and officers of the Corporation acting solely in such capacity.

Penalties, Sanctions and Cease Trade Orders

Within the last 10 years before the date of this management proxy circular other than listed below, no proposed nominee for election as a director of the Corporation was a director or executive officer of any company (including the Corporation in respect of which this management proxy circular is prepared) acted in that capacity for a company that was:

a) subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;
b) subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;
c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become 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;
d) subject to 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
e) subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Occupation, Business or Employment of Director Nominees

Quinn Field-Dyte – CFO and Director

Mr. Field-Dyte has over eight years of experience in the financial services industry having served from 1996 to 2004 as an investment adviser and later as a consultant to Raytec Development Corp. From 2004 to 2010, he was involved in the interactive entertainment industry, working at Electronic Arts Inc. (EA Games) and co-founding Embassy Interactive Games before returning to the financial industry in 2010. Mr. Field-Dyte currently sits on the board of multiple publicly traded companies. Mr. Field-Dyte was appointed as President and CFO of the Corporation on March 29, 2016.

Kenneth Tollstam – CEO and Director

Mr. Tollstam, CPA, CA, has spent a number of years at Deloitte Touche where he obtained his CA before going on to hold various executive management and director of finance positions throughout his career.

Usama Chaudhry – Director

Mr. Chaudhry is an experienced businessman who sits on a number of public company boards and specializes in executive management services, including corporate development, investor relations, financial reporting, company filings, budgeting and overseeing corporate governance, while achieving company objectives and maintaining internal cost controls.

APPOINTMENT OF AUDITOR

Brunet Roy Dubé, Chartered Professional Accountants (“Brunet Roy Dubé CPA”), 7100 rue Jean-Talon E., Anjou, QC H1M 3S3 will be nominated at the Meeting for appointment as auditor of the Corporation, at a remuneration to be fixed by the directors.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the appointment of the firm of Brunet Roy Dubé CPA, as auditors of the Corporation until the close of the next annual meeting of shareholders.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the Corporation, as a venture issuer, to disclose annually in its management proxy circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee’s Charter

The audit committee has a charter. A copy of the audit committee charter is attached as Schedule A to the management proxy circular prepared for the Meeting, which was filed on www.Sedar.com.

Composition of the Audit Committee

The current members of the audit committee are Quinn Field-Dyte, Kenneth Tollstam and Usama Chaudhry. Usama Chaudhry is the independent member of the audit committee as contemplated by NI 52-110. Mr. Tollstam and Mr. Field-Dyte are not independent members of the audit committee as they are officers of the Company. All audit committee members are considered to be financially literate.

Relevant Education and Experience

Each member of the audit committee has adequate education and experience that is relevant to their performance as an audit committee member and, in particular, the requisite education and experience that have provided the member with:

an understanding of the accounting principles used by the issuer to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer's financial statements, or experience actively supervising individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Please see “Occupation, Business or Employment of Director Nominees” for a description of the relevant education and experience of each of the audit committee members.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Brunet Roy Dubé CPA.

Reliance on Certain Exemptions

The Corporation’s auditor has not provided any material non-audit services.

Pre-Approval Policies and Procedures

The audit committee has adopted specific policies and procedures for the engagement of non-audit services, which procedures are described in the audit committee charter.

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audit services provided by the auditor, Brunet Roy Dubé CPA to the Corporation during the two most recently completed fiscal years ended October 31, 2024 and 2023 to ensure auditor independence. Fees incurred with Brunet Roy Dubé CPA for audit and non-audit services in the last two fiscal years are outlined in the following table:

Nature of Services	Fees Paid to Brunet Roy Dubé CPA in Year Ended October 31, 2024.	Fees Paid to Brunet Roy Dubé CPA in Year Ended October 31, 2023.
Audit Fees(1)	20,000	18,095.24
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	1,850	1,500.00
All Other Fees(4)	Nil	Nil
Total	21,850	19,595.24

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) “All Other Fees” include all other non-audit services.

Exemption

The Corporation is a "venture issuer" as defined in NI 52-110 and relies on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment or which is deemed to be a material relationship under NI 52-110.

The independent director of the Corporation is Usama Chaudhry. The non-independent directors are Kenneth Tollstam, CEO and Quinn Field-Dyte, CFO.

Directorships

The following directors, or director nominee, are currently serving on boards of the following other reporting companies (or equivalent) as set out below: [according to records on SEDI]

Name of Director	Name of Reporting Issuer
Quinn Field-Dyte (Director)	Quantum Battery Metals Corp.
	Plantx Life Inc. (formerly, Vegaste Technologies Corp.)
	Fort St. James Nickel Corp.
	Abitibi Metals Corp.
	The Yumy Candy Company Inc.
	GGX Gold Corp.
	Intact Gold Corp.
	Stamper Oil and Gas Corp.
	Margaret Lake Diamons Inc.
	New Destiny Mining Corp.
Kenneth Tollstam (Director)	N/A
Usama Chaudhry (Director)	Peakbirch Logic Inc.
	Binovi Technologies Corp
	Global Health Clinics Ltd.
	EGF Theramed Health Corp.
	Cheetah Canyon Resources Corp.

Orientation and Continuing Education

When new directors are appointed, they receive orientation commensurate with their previous experience on the Corporation's properties and on the responsibilities of directors.

Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Compensation

The Board regularly assesses the Corporation’s compensation policies in view of practices in the marketplace, the practices and risks typical of the industry and the inherent responsibilities of being an effective director. The Corporation’s main activity is mining exploration and, at the present time, it is not generating any profits.

In order to determine the compensation of the directors and the CEO, the Board takes into account the contribution made by each person to the Corporation, the financial resources available to the Corporation and the compensation given to people occupying similar positions in comparable Canadian companies. To date, the Corporation’s directors have not received any compensation in cash for the services they have rendered in their capacity as directors.

Other Board Committees

The Board has no committees other than the audit committee and the Human Resources and Corporate Governance Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its audit committee.

STATEMENT OF EXECUTIVE COMPENSATION

(Venture Issuers)

Named Executive Officer

In this section “Named Executive Officer” (“NEO”) means the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Corporation at the end of the most recently completed financial year.

Kenneth Tollstam, CEO, Quinn Field-Dyte, CFO, are each a “NEO” of the Corporation for purposes of the following disclosure.

Compensation Discussion and Analysis

The executive compensation policy of the Corporation is designed to offer competitive compensation enabling the Corporation to attract and retain qualified, high-calibre staff. It will seek to motivate executive officers to exceed strategic objectives so as to maximize the long-term return on shareholders' investment.

These strategic objectives that guide management and directors can be summarized as follows:

Discovery of new mineralized zones
Definition of mineral resources
Acquisition of new mining properties that meets objectives
Signature of joint-venture agreements
Completion of financings that secure the continuation of the mission.

Components of Aggregate Compensation

The aggregate compensation of the NEO currently consists of one or more of the following elements:

(a) a base monetary compensation which is competitive;
(b) option grants designed to attract experienced personnel and encourage them to promote the Corporation's interests and activities to the best of their knowledge; and

Base Compensation

The base cash compensation review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base compensation is not evaluated against a formal "peer group". The Board relies on the general experience of its members in setting base compensation amounts.

Incentive compensation

Option grants are designed to attract and retain key personnel. Option grants to Beneficiaries are established by the Board of Directors on a continuous basis, based on the progress of the Corporation.

Summary Compensation Table

The compensation paid to the Corporation's NEOs and Directors during the Corporation's two most recently completed financial years ended October 31, 2024 and 2023 is as set out below and expressed in Canadian dollars unless otherwise noted:

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Kenneth Tollstam
CEO and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2024	71,400	Nil	Nil	Nil	Nil	71,400
Anthony Jackson,
Former CEO and
Former Director	2023	120,000	Nil	Nil	Nil	Nil	120,000
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Quinn Field-Dyte,
CFO and Director	2023	6,000	Nil	Nil	Nil	Nil	6,000
	2024	10,000	Nil	Nil	Nil	Nil	10,000
Simran Gill,
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Usama Chaudhry
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and named executive officer in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation.

Compensation Securities
Name and Position	Type of compensation security (1)	Number of compensation securities, number of underlying securities, and percentage of class (#)	Date of issue or grant (M – D - Y)	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date (M – D - Y)
Kenneth Tollstam CEO and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Anthony Jackson Former CEO and Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Quinn Field-Dyte CFO and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Simran Gill Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Usama Chaudhry Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Note:
(1) No Options were outstanding in the most recently completed year.

There was no value vested or earned by any of the NEOs or Directors under incentive plans during the Corporation’s fiscal year ended October 31, 2024 and October 31, 2023.

Exercise of Compensation Securities During the Year

There was no exercise by directors or NEOs of any compensation securities during the most recently completed financial year.

See “Securities Authorized under Equity Compensation Plans” for further information on the Corporation’s share option plan.

Pension Plan Benefits

The Corporation does not have a defined benefits pension plan or a defined contribution pension plan.

Liability Insurance

The Corporation subscribes to insurance on behalf of its Directors and officers to cover for potential liabilities incurred in connection with their services to the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Pursuant to the stock option plan of the Corporation (the “Plan”), the Board may, from time to time and at its discretion, grant to directors, officers, employees or consultants of the Corporation (the “Optionees”) options to acquire Common Shares of the Corporation for a maximum of [4,809,231] Common Shares.

Options are not transferable and are valid for 5 years from the date of grant. The exercise price per Common Share is fixed by the Board but cannot be less than the closing price of the Common Shares on the TSX Venture Exchange the day before the grant. Options granted to an Optionee who is no longer eligible under the Plan will expire twelve (12) months following the date such person ceases to be an Optionee for the purposes of the Plan.

The following table sets out equity compensation plan information as at the October 31, 2024 financial year end.

Equity Compensation Plan Information

Plan	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans.
Equity compensation plans approved by securityholders - the Plan	Nil	Nil	480,923
Equity Compensation plans not approved by securityholders.	Nil	Nil	Nil
Total	Nil	Nil	480,923

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the fiscal year ended October 31, 2024 and during the following financial periods, no directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Corporation were indebted to the Corporation as at the date thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Corporation. To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries during the year ended October 31, 2024, or has any interest in any material transaction in the current year other than as set out herein and in a document previously disclosed to the public.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation or any of its subsidiaries which are to any substantial degree performed by a person or company other than the directors or senior officers of the Corporation or any of its subsidiaries.

PARTICULARS OF MATTERS TO BE ACTED UPON

STOCK OPTION PLAN

During the financial year ended October 31, 2024, the shareholders will review a rolling stock option plan (the "Plan") enabling the directors to grant options to employees, directors and officers of the Corporation and persons providing ongoing services to the Corporation for approval. The policies of the TSX Venture Exchange (the "Exchange") state that rolling plans must receive shareholder approval upon initial adoption and thereafter yearly, at the Corporation's Annual General Meeting. Accordingly, the shareholders will be asked to approve the Plan at the Meeting. The Plan complies with the policies of the Exchange regarding share incentive arrangements.

The purpose of the Plan is to attract, retain and motivate management, staff, consultants and other qualified individuals by providing them with the opportunity, through share options, to acquire a proprietary interest in the Corporation and benefit from its growth. The options are non-assignable and may be granted for a term not exceeding that permitted by the Exchange, currently ten years. Other material aspects of the Plan are as follows:

the Plan is administered by the Corporation's Board of Directors or, if the Board so designates, a Committee of the Board appointed in accordance with the plan to administer the plan;
the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the issued and outstanding shares of the Corporation (the "Outstanding Shares") at that time;

upon an optionee ceasing to hold any position with the Corporation which would qualify a person to receive an option under the terms of the Plan, the optionee’s option shall terminate upon the expiry of such reasonable period of time following termination, not to exceed twelve months, as has been fixed by the Plan administrator. Also, an option granted under the Plan will terminate one year following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
as long as required by Exchange policy, no one individual may receive options on more than 5% of the Outstanding Shares in any 12 month period, the insiders as a group may not receive options on a number of shares exceeding 10% of the Outstanding Shares in any 12 month period, no one consultant may receive options on more than 2% of the Outstanding Shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12 month period and must vest in stages over a minimum period of 12 months;
the exercise price of options is subject to the discretion of the Plan administrator, provided however that options may not be granted at prices that are less than the Discounted Market Price as defined in Exchange policy. Discounted Market Price generally means, subject to certain exceptions, the most recent closing price of the Corporation's shares on the Exchange, less a discount of from 15% to 25% depending on the trading value of the Corporation's shares;
any amendment of the terms of an option shall be subject to any required regulatory and shareholder approvals; and
options granted under the Plan are not assignable, negotiable or otherwise transferable other than by will or the laws of descent and distribution and, subject to the terms of the Plan, are exercisable only by the optionee and his legal heirs or personal representatives.

The Plan does not provide for any financial assistance or support to be provided to optionees by the Corporation or any affiliated entity of the Corporation to facilitate the purchase of shares under the plan.

The full text of the Plan will be presented to the shareholders at the Meeting. Shareholders may also view the Plan in advance of the Meeting at the Corporation's head office, 400-837 West Hastings Street, Vancouver, BC, V6C 3N6, or by requesting a copy of the Plan from the Corporation by email: [email protected].

In connection with shareholder approval of the Plan, management will place the following proposed Resolution below before the shareholders for their consideration:

Ordinary Resolution

Shareholders will be asked at the Meeting to consider, and if deemed advisable, to pass an ordinary resolution reapproving the Plan in its current form, such resolution substantially in the following form:

"WHEREAS:

A. the shareholders of the Corporation have ratified and adopted the stock option plan of the Corporation (the "Plan"); and

B. the rules of the TXV Venture Exchange provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement that does not have a fixed number of maximum securities issuable be approved by the shareholders of the Corporation every year.

BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation that:

the current Plan of the Corporation is hereby approved; and
any director or officer of the Corporation is hereby authorized to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the true intent of these resolutions."

The resolutions must be approved by a simple majority approval of the votes cast by the Shareholders at the Meeting, excluding any admissible persons under the Plan. If the Plan is not approved by the Shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees and consultants.

Management recommends that Shareholders vote FOR the adoption of the ordinary resolution approving the Plan.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST SUCH ORDINARY RESOLUTION.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is included in the audited financial statements for the year ended October 31, 2024, the auditor’s report and related management discussion and analysis, a copy of which is filed on www.Sedar.com. Copies of the Corporation’s most current interim financial statements and the accompanying management discussion and analysis may also be obtained from www.Sedar.com. A copy of the financial statements and the annual and special meeting material is also available on www.Sedar.com or upon request from the Corporation at 400-837 West Hastings Street, Vancouver, BC, V6C 3N6 or by email: [email protected]

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this management proxy circular.

DIRECTORS' APPROVAL

The contents of this management proxy circular and its distribution to shareholders have been approved by the Board of Directors of the Corporation.

DATED at Vancouver, British Columbia, June 9, 2025

THE BOARD OF DIRECTORS

"Quinn Field-Dyte"

Quinn Field-Dyte

Chief Financial Officer