CANDELARIA

MINING CORPORATION

Suite 410 - 1111 Melville Street

Vancouver, British Columbia

Canada, V6E 3V6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that an annual general meeting of the shareholders (the "Shareholders") of Candelaria Mining Corp. (the "Company") will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 on Wednesday, July 16, 2025, at 10:00 am, local time, (the "Meeting").

The Meeting is held for the following purposes:

to receive the financial statements for the year ended April 30, 2024, together with the auditor's report thereon and the related management discussion and analysis;
to elect directors of the Company for the ensuing year;
to appoint Davidson & Company LLP, as auditor of the Company for the ensuing year and authorize the directors to determine their remuneration; and
to ratify and approve the Company's Stock Option Plan dated January 20, 2023, as amended, for continuation until the next annual and general meeting of the Company.

An Information Circular accompanies this Notice. The Information 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.

Copies of the audited financial statements for the fiscal year ended April 30, 2024, the report of the auditor thereon, and the related management discussion and analysis will be made available at the Meeting and are available at www.sedarplus.ca under the Company's profile.

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 Information Circular.

Non-registered Shareholders who are unable to attend the Meeting and who wish to ensure that their shares will be voted at the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are a non-registered shareholder.

DATED at Vancouver, British Columbia, as at June 10, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY

"Héctor Felix González Ramírez"

Héctor Felix González Ramírez

Interim Chief Executive Officer and Director

CANDELARIA
MINING CORPORATION
Suite 1500, 1055 West Georgia Street
Vancouver, British Columbia V6E 4N7

INFORMATION CIRCULAR
(as at June 10, 2025, except as otherwise indicated)

This information circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of Candelaria Mining Corp. (the “Company”). The form of proxy which accompanies this Circular (the “Proxy”) is for use at the annual general meeting of the shareholders of the Company to be held on Wednesday, July 16, 2025 (the “Meeting”), at the time and place set out in the accompanying notice of meeting (the “Notice of Meeting”).

In this Circular, “Common Shares” means common shares without par value in the capital of the Company. “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 Company. The Company 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 are directors and/or officers of the Company. 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 and 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 the 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.

This year we are encouraging Shareholders to vote in advance of the Meeting by proxy in order to comply with social distancing regulations and norms related to COVID-19 that are in place at the time of publication. However, the Meeting does have a physical location and will, if you choose, allow you to be present and vote in person at the Meeting. In this scenario, you do not need to complete or return your form of proxy. Voting in person at the Meeting can revoke any proxy you completed earlier upon your request.

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 and may choose one of the following options to submit their Proxy.

Registered Shareholders must complete, date, and sign the Proxy form and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), either: (a) by fax to (416) 263-9524 or 1-866-249-7775; or (b) by mail to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1. Registered Shareholders can also vote using the telephone at 1-866-732-8683 or 312-588-4290 or by internet at www.investorvote.com.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Beneficial Shareholders

The following information 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 Company 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 Company. 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 the United States, the vast majority of such Common Shares are registered 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), and in Canada, 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).

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

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” or Non-Objecting Beneficial Owners).

National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” permits an issuer to directly deliver proxy-related materials to its NOBOs. In that case, NOBOs would receive a scannable Voting Instruction Form (“VIF”) from our transfer agent, Computershare. The VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides internet voting as described on the VIF itself which contain complete instructions.

Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on 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 the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’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 Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) 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 the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted at the Meeting or to have an alternate representative duly appointed to attend the Meeting and to vote your Common Shares at the Meeting.

Notice to United States Shareholders

The Company’s common shares are not registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and this solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Residents of the United States should be aware that applicable Canadian proxy solicitation rules differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of the Company’s shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada, and reconciled to accounting principles generally accepted in the United States.

The enforcement by the Company Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that the major assets of the Company are located outside the United States.

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:

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 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 at the address of the registered office of the Company at Suite 410 - 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, 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
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.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended April 30, 2024, together with the auditor’s report thereon and the related management discussion analyses (the “Financial Statements”), will be tabled at the Meeting and will be available at the Meeting. These documents are also available under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, 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 may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed June 10, 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.

The Company is authorized to issue an unlimited number of Common Shares without par value, of which 149,874,626 Common Shares are issued and outstanding as of June 10, 2025. All Common Shares in the capital of the Company carry the right to one vote.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, the following beneficially owns, or controls or directly or indirectly holds Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company:

Name	Number Common Shares Held and Percentage of Shares^{(1)}
Agnico Eagle Mines Limited	23,453,333 (15.65%)

Note:
(1) The information is based on information available on SEDI.

ELECTION OF DIRECTORS

Proposed Nominees

The Board of the Company currently consists of three directors, as set by the directors. Management is nominating the current three directors for election as directors at the Meeting. The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management of the Company proposes to nominate the persons listed below for election as directors of the Company, to serve until the director's office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia), or until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected. Management does not contemplate that any of the nominees will be unable to serve as a director. The following disclosure sets out the names of management's nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date. For information relating to the directors' principal occupation, business or employment, please see below "Director Biographies".

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Principal Occupation, Business or Employment	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly^{(1)}
Héctor Felix González Ramirez
Chief Executive Officer and Director
Chihuahua, Mexico	CEO of the Company since February 22, 2024; Interim CEO of the Company from May 30, 2023 until February 22, 2024; Interim CFO of the Company from January 1, 2024 to February 22, 2024; VP Exploration of the Company from April 1, 2016 to July 31, 2021.	May 30, 2023	330,000^{(2)}

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Principal Occupation, Business or Employment	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly(1)
Alejandro Arteaga Ortiz
Non-Executive Director
Tamaulipas, Mexico	Served as Environmental and Hydrological Counsel for several companies since 1999. He is a Director of SISTEC a Water Resources and Environmental Firm. Alejandro brings extensive experience in Permitting, Hydraulics, Water Availability, Biodiversity Monitoring, Geotechnical, Sustainability, EIA and Remediation	July 18, 2024	Nil
Luis C Chavez Urtaza
Non-Executive Director
Chihuahua, Mexico	Mr. Chavez is an accomplished legal and business executive with extensive experience in natural resources. He currently serves as LATAM Manager for JEX Technologies, previously held the role of Legal Counsel for Grupo Cementos de Chihuahua, managing legal matters across both U.S. and Mexican from 2014 to 2021. From 2007 to 2012, Legal Manager at Sierra Metals Inc. and Legal Attorney for Business with Intercontinental Potash Corp. (USA)	July 18, 2024	Nil

Notes:
(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 Company 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 (5) years.
(2) Mr. González owns stock options to purchase 480,000 common shares.

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

Director Biographies

Héctor Felix González Ramírez – Chief Executive Officer and Director

Mr. González is an accomplished exploration and economic / mining geologist with more than 17 years of experience. Previously Geology Manager with Dia Bras Exploration (Sierra Metals) (Bolivar Skarn plus four significant CRD / epithermal discoveries), MAG Silver project geologist and Minaurum Gold chief geologist. Considerable experience as an explorationist, in mine resource evaluations, mine operations, and project permitting. Mr. González received his B.S. in Geology from the Universidad Autonoma de Chihuahua and finished the Lowell Program in Economic Geology from the University of Arizona at Tucson.

Alejandro Arteaga Ortiz – Non-Executive Director

Mr. Arteaga is accomplished geophysics who served as Environmental and Hydrological Counsel for several companies since 1999. He is a Director of SISTEC a Water Resources and Environmental Firm and GeoSistemas Ambientales. He brings many years of experience in the natural and water protection field. He is responsible for conducting geological assessments and supporting both environmental and exploration projects, with extensive expertise in fieldwork, data analysis, and sustainable resource management. He is a specialist in geological, geophysical, and environmental studies, as well as soil mechanics and well drilling for groundwater extraction, monitoring, remediation and subsurface water injection.

Luis C. Chavez Urtaza – Non-Executive Director

Mr. Chávez holds an L.L.M. in Natural Resources and Environmental Law and Policy with a specialization in Mineral Law and Energy Law from the University of Denver, as well as a law degree from Tecnológico de Monterrey. Mr. Chávez holds an L.L.M. in Natural Resources and Environmental Law and Policy with a specialization in Mineral Law and Energy Law from the University of Denver, as well as a law degree from Tecnológico de Monterrey. He previously held the role of Legal Counsel for Grupo Cementos de Chihuahua, managing legal matters across both U.S. and Mexican divisions from 2014 to 2021. From 2007 to 2012, he served as Legal Manager at Dia Bras Exploration Inc. (now Sierra Metals Inc.), a Canadian mining company with operations in Mexico. He then transitioned to Intercontinental Potash Corp. (USA) in Denver, where he was Attorney for Business Development. He has also worked with Hard Rock Consulting LLC. He currently serves as LATAM Manager for JEX Technologies, where he oversees strategic initiatives and operations in the region.

A shareholder can vote “FOR” all of these directors, vote “FOR” some of them and “WITHHOLD” for others, or “WITHHOLD” for all of them. Unless otherwise instructed, the named proxyholders will vote “FOR” the election of each of the proposed nominees set forth above as directors of the Company.

Cease Trade Orders or Bankruptcies

Other than as disclosed below, no proposed director is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company in respect of which the Circular is being prepared) that:

was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
was subject to a cease trade or similar order 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.

No proposed director is, as at the date of this Circular, or has been within ten (10) years before the date of this Circular, a director or executive officer of any company (including the Company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager of trustee appointed to hold its assets.

No proposed director has, within the past ten years, 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.

Penalties and Sanctions

Within the 10 years before the date of this Circular, no proposed director is or has been a director or executive officer of any company (including the Company), that while that person was acting in that capacity:

was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
was subject to an order 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,
or within a year of the proposed director 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 within 10 years before the date of the Circular become 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 the assets of the proposed directors.

Advance Notice of Director Nominations by Shareholders

At the Company's Annual General and Special Meeting of shareholders held on December 13, 2019, shareholders approved an amendment to the Company's Articles to include advance notice provisions ("Advance Notice Provision").

The Advance Notice Provision is the framework by which the Company seeks to fix a deadline by which holders of record of Common Shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice of nomination to the Company for the notice to be in proper written form.

Details of the Advance Notice Provisions are more fully described in the Company's Management Information Circular dated November 6, 2019 to the Company's December 13, 2019 Annual General and Special Meeting, which can be accessed on the Company's corporate website or under its profile on SEDAR+ at www.sedarplus.ca.

Unless otherwise directed, the persons named in the enclosed form of Proxy intend to vote FOR the election of the Nominees. THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

APPOINTMENT OF AUDITOR

Davidson & Company LLP, of #1200 – 609 Granville Street, Vancouver, BC V7Y 1G6, will be nominated at the Meeting for appointment as auditor of the Company to hold office until the close of the next annual general meeting of the Company. Davidson & Company LLP was first appointed auditor of the Company on May 30, 2024.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. Such disclosure is set forth below.

Audit Committee Charter

The text of the audit committee’s charter is attached as Schedule “A” to the Management Information Circular for the Company’s annual meeting held on November 6, 2019, which was filed on www.sedarplus.ca on November 15, 2019.

Composition of Audit Committee

The current members of the Company’s audit committee are Héctor Felix González Ramirez, Alejandro Arteaga Ortiz and Luis C. Chavez Urtaza. Alejandro Arteaga Ortiz and Luis C. Chavez Urtaza are considered to be independent as determined in accordance with NI 52-110. Héctor Felix González Ramirez (Chief Executive Officer) is not independent.

The current members of the Company’s audit committee are considered to be financially literate.

Relevant Education and Experience

Each member of the audit committee has sufficient education and experience to have:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of those principles in connection with its financial statements;
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 Company’s financial statements, or experience actively supervising individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

See disclosure under heading “Director Biographies” above for specific information.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the audit committee has not made any recommendation to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of non- audit services.

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External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audited services provided by the Company’s current auditor, Davidson & Company LLP, Chartered Accountants and the Company’s previous auditor, Grant Thornton LLP, Chartered Accountants, (together, the “Auditors”) to ensure auditor independence. The following table sets forth the fees paid by the Company to the Auditors for audit and non-audit services rendered in the fiscal years ended April 30, 2024 and April 30, 2023:

Nature of Services	Fees paid to Auditors in year ended April 30, 2024	Fees paid to Auditors in year ended April 30, 2023
Audit Fees (1)	$66,000	$64,500
Audit Related Fees (2)	Nil	Nil
Tax Fees (3)	Nil	Nil
All Other Fees (4)	Nil	Nil
Total	$66,000	$64,500

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’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 transaction, 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.

Reliance on Certain Exemptions

The Company is relying upon the exemptions in section 6.1 of NI 52-110 in respect of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) under NI 52-110.

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

Management has nominated the current three directors for re-election at the Meeting. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. 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.

The Board facilitates its independent supervision over management by holding regular meetings at which members of management or non-independent directors are not in attendance and by retaining independent

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consultants where it deems necessary. The independent Board members are Alejandro Arteaga Ortiz and Luis C. Chavez Urtaza. Héctor Felix González Ramirez (Interim Chief Executive Officer) is the only non-independent member.

Directorships

The directors do not currently serve on boards of any other reporting companies (or equivalent).

Orientation and Continuing Education

Orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company’s documents.

The Company has not adopted formal policies respecting continuing education for Board members. The Company encourages directors to undertake continuing education the costs of which are borne by the Company.

Ethical Business Conduct

The Board has not adopted a formal code of business conduct and ethics. The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing legislation and common law together with corporate statutory restrictions on an individual director’s participation in Board decisions in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

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 general meeting of the Shareholders of the Company. The Board takes into account the number of directors required to carry out the Board’s duties effectively and to maintain diversity of views and experience.

The Board has not established a nominating committee and this function is currently performed by the Board as a whole.

Other Board Committees

The Board currently has no committees other than the Audit Committee.

Assessments

The Board, its committees and individual directors are not regularly assessed with respect to their effectiveness and contribution. The Board believes that such assessments are more appropriate for companies of a larger size and complexity which may have significantly larger boards of directors. Where appropriate the chair of the Board meets with individual directors to discuss their contribution and that of the other directors. Arising from such meetings, if appropriate, the Board considers procedural and substantive changes to increase the effectiveness of the Board, its committees and members.

STATEMENT OF EXECUTIVE COMPENSATION

The following compensation information is provided as required under Form 51-102F6V for Venture Issuers, as such term is defined in NI 51-102.

For the purposes of this Statement of Executive Compensation:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units

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granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries.

“named executive officer” or “NEO” means each of the following individuals:

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

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

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;

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

Director and NEO Compensation

During the financial year ended April 30, 2024, and April 30, 2025, based on the definition above, the NEOs of the Company were Hector F. Gonzalez Ramirez, Interim CEO and Director and Omar Gracia, CFO and Corporate Secretary.

As of the date of this Circular, the Company has two current NEOs: Héctor Felix González Ramirez (Interim CEO and a Director) and Omar Garcia (Chief Financial Officer and Corporate Secretary), and two non-Executive Directors, Alejandro Arteaga Ortiz and Luis C. Chavez Urtaza.

Oversight and Description of Director and NEO Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill and experience levels and the existing stage of development of the Company. Executive officers are rewarded on the basis of the skill and level of responsibility involved in their position, the individual’s experience and qualifications, the Company’s resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long-term incentives in the form of stock options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value. The Company does not provide medical, dental, pension or other benefits to the executive officers.

The base compensation of the executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and the Board from time to time determine the stock option grants to be made pursuant to the Company’s Stock Option Plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives.

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

Given the Company’s size and the amounts awarded as executive compensation, the Board has determined that it is not necessary to consider the implications of the risks associated with the Company’s compensation policies and practices.

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the TSXV.

Table of Compensation excluding Compensation Securities

The following Table provides a summary of the compensation paid or payable by the Company to each NEO and director of the Company, current or former, for the two most recently completed financial periods, being the financial years ended April 30, 2025, 2024 and 2023. Options and compensation securities are disclosed under the heading Stock Options and Other Compensation Securities in this Circular.

Table of Compensation excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Héctor Felix	2025	43,012	Nil	Nil	Nil	Nil	43,012
González	2024	47,061	Nil	Nil	Nil	Nil	47,061
Ramirez^{(1)}	2023	Nil	Nil	Nil	Nil	Nil	Nil
Interim CEO and Director
Alejandro	2025	Nil	Nil	Nil	Nil	Nil	Nil
Arteaga	2024	Nil	Nil	Nil	Nil	Nil	Nil
Ortiz^{(2)}	2023	Nil	Nil	Nil	Nil	Nil	Nil
Director
Luis C.	2025	Nil	Nil	Nil	Nil	Nil	Nil
Chavez	2024	Nil	Nil	Nil	Nil	Nil	Nil
Urtaza^{(3)}	2023	Nil	Nil	Nil	Nil	Nil	Nil
Director
Omar	2025	120,000	Nil	Nil	Nil	Nil	120,000
García^{(4)}	2024	23,448	Nil	Nil	Nil	Nil	23,448
CFO and Corporate Secretary	2023	Nil	Nil	Nil	Nil	Nil	Nil
Javier	2025	Nil	Nil	Nil	Nil	Nil	Nil
Montaño^{(5)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	Nil	Nil	Nil	Nil	5,542	5,542

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Table of Compensation excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Manuel Gómez^{(6)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Michael Struthers^{(7)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former CEO and Former Director	2024	Nil	Nil	Nil	Nil	Nil	294,933
Ramon Perez^{(8)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former President and Former Director	2024	Nil	Nil	Nil	Nil	Nil	292,099
Sam Wong^{(9)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former CFO and Former Corporate Secretary	2024	92,055	Nil	Nil	Nil	Nil	92,055
Armando Alexandri^{(10)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former COO	2024	Nil	Nil	Nil	Nil	63,766	224,181
Dr. Neil O’Brien^{(11)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former Director and Former Chairman	2024	Nil	Nil	Nil	Nil	Nil	64,919
Matthew Roma^{(12)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	43,848	Nil	Nil	Nil	20,098	86,598

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(8) Mr. Perez was appointed as a Director on March 17, 2016 and President on June 12, 2017 and resigned as President and a Director on May 30, 2023.

(9) Mr. Wong was appointed as CFO and Corporate Secretary on September 12, 2016 and resigned as CFO and Corporate Secretary on January 1, 2024.

(10) Mr. Alexandri was appointed COO on September 14, 2016 and resigned as COO on May 30, 2023.

(11) Dr. O'Brien was appointed as a Director on February 1, 2021 and resigned as a Director on May 16, 2023.

(12) Mr. Roma was appointed as a Director on December 13, 2019 and resigned as a Director on May 30, 2023.

Stock Options and Other Compensation Securities

Stock Option Plan

In January 2023, the Company adopted a stock option plan (the “Option Plan”) wherein the number of common shares which may be issued pursuant to options granted under the Option Plan is a maximum of 10% of the issued and outstanding common shares, on a non-diluted basis, at the time of the grant. This year, certain housekeeping amendments were made to the Option Plan.

The Option Plan provides that the aggregate number of securities reserved for issuance will be 10% of the number of Common Shares of the Company issued and outstanding from time to time. The Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder.

Options may be granted under the Option Plan to service providers (“Service Providers”) of the Company and its affiliates, including directors, officers, employees, consultants and employees of companies providing management services to the Company, as the Board may from time to time determine. The purpose of the Option Plan is to attract and motivate directors, senior officers, employees, management company employees and consultants (collectively, the “Optionees”) and to give such persons, as additional compensation, the opportunity to participate in the success of the Company.

Set out below is a summary of the Option Plan. This summary is qualified in its entirety by the full text of the Option Plan, a copy of which is attached as Schedule “A” to this Circular.

As at June 10, 2025, there were 149,874,626 Common Shares outstanding. Accordingly, a maximum aggregate of 14,987,463 Common Shares are available for reserve for exercise of options under the Option Plan. There are currently 480,000 stock options outstanding to purchase 480,000 Common Shares. Accordingly, 14,507,463 Common Shares remain available for reserve for exercise of options under the Option Plan.

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

(a) Persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Option Plan;

(b) Options granted under the Option Plan are non-assignable and non-transferable;

(c) For options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;

(d) An option granted to any Service Provider will expire within 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such

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Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

(e) If an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;

(f) In the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

(g) The exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Option Plan);

(h) All options granted under the Option Plan will expire not later than the date that is ten years from the date that such options are granted;

(i) No one participant may be granted options to purchase more than 5% of the number of the issued and outstanding Common Shares and no more than 2% of the issued and outstanding Common Shares may be granted to any one consultant in any 12 month period. No more than an aggregate of 2% of the issued and outstanding Common Shares may be granted to all investor relations service providers in any 12 month period. No more than 10% of the issued and outstanding Common Shares may be granted to insiders within any 12 month period or at any point in time;

(j) Vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period. Options granted to investor relations providers must vest in stages over twelve months with no more than 25% vesting in any three month period; and

(k) The Board reserves the right in its discretion to amend, suspend, terminate or discontinue the Plan, subject to any required shareholder or TSXV approvals.

The Option Plan also allows for option holders to exercise options on a “Cashless Exercise” or “Net Exercise” basis, as now expressly permitted by Policy 4.4. “Cashless Exercise” is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. “Net Exercise” is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. Under Policy 4.4, the current market price must be the five day volume weighted average trading price prior to option exercise. “Net Exercise” may not be utilized by persons performing investor relations services.

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No options were granted by the Company and no stock options were exercised during the financial year ended April 30, 2025.

See “Particulars of Matters to be Acted Upon – Continuation of Stock Option Plan” below for more information on the Company’s Option Plan.

RSU Plan

The Company’s Amended and Restated restricted share unit plan (the “RSU Plan”) reserves an aggregate of 5,000,000 common shares issuable pursuant to restricted share units (“RSUs”) to be awarded under the RSU Plan, which was approved by the shareholders on January 20, 2023.

As at the date hereof, there are no common shares issuable upon the redemption of RSUs previously issued and currently outstanding under the RSU Plan.

Set out below is a summary of the RSU Plan. This summary is qualified in its entirety by the full text of the RSU Plan, a copy of which is attached as Schedule “B” to the Management Information Circular filed on under the Company’s profile on SEDAR at www.sedarplus.ca on December 22, 2022.

Capitalized terms used below are not defined below and shall have the meanings ascribed thereto in the Amended and Restated RSU Plan.

The Amended and Restated RSU Plan provides for the payment of bonuses in the form of the issuance of Common RSUs to Participants for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Directors, Eligible Employees and Eligible Consultants and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares by Directors, Eligible Employees and Eligible Consultants, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to acquire a proprietary interest in the Company. The Amended and Restated RSU Plan shall be administered by the Board (or a committee designated by the Board).

Subject to adjustment as may be permitted under the Amended and Restated RSU Plan, the maximum number of common shares which may be reserved for issuance under the Amended and Restated RSU Plan at any time shall be 5,000,000 common shares. For purposes of determining the number of common shares that remain available for issuance under the Amended and Restated RSU Plan, the number of common shares underlying any grants of RSUs that are surrendered, forfeited, waived and/or cancelled shall be added back to the Amended and Restated RSU Plan and again be available for future grant, whereas the number of common shares underlying any grants of RSUs that are issued upon exercise of RSUs shall not be available for future grant.

The Board shall from time to time determine the Participants to whom RSUs shall be granted and the provisions and restrictions with respect to such grants, all such determinations to be made in accordance with the terms and conditions of the Amended and Restated RSU Plan, and the Board may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. An RSU award granted to a particular Participant in a year will be a bonus for services rendered by the Participant and the number of RSUs awarded will be credited to the Participant’s account, effective as of the grant date.

The RSUs shall have a term, which shall be determined by the Board on the date of award of the RSUs, which term shall not exceed three years. Each award of RSUs will vest on the date(s) and/or the satisfaction of the performance criteria specified by the Board on the award date and reflected in the applicable grant letter, provided that subject to the policies of the TSX Venture Exchange RSUs may not vest before the date that is one year following the date of grant or issue.

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In the event that a dividend (other than a stock dividend) is declared and paid by the Company on common shares, the Company may elect to credit each Participant with additional RSUs. In such case, the number of additional RSUs will be equal to the aggregate amount of dividends that would have been paid to the Participant if the RSUs in the Participant’s account had been common shares divided by the market value of a common share on the date on which dividends were paid by the Company.

In accordance with the policies of the TSX Venture Exchange, (a) the maximum aggregate number of common shares that may be issuable to any one Participant pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the outstanding common shares calculated on the date of grant; (b) the maximum aggregate number of common shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the outstanding shares calculated on the date of grant; (c) the maximum aggregate number of common shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the outstanding Shares at any point in time; and (d) the maximum aggregate number of common shares that may be issuable to any Eligible Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the outstanding shares calculated on the date of grant.

The Company did not grant RSUs to its NEOs and directors in the financial year ended April 30, 2025. Please see the table of Outstanding Compensation Securities below.

See “Particulars of Matters to be Acted Upon – Approval of the Amended and Restated Restricted Share Unit Plan” below for more information on the Company’s RSU Plan.

Outstanding Compensation Securities

No compensation securities were granted to certain current and former NEOs or directors of the Company during the financial year ended April 30, 2025.

Exercise of Compensation Securities by Directors and NEOs

The following Table provides a summary of the compensation securities exercised by each NEO and director of the Company, current or former, for the financial year ended April 30, 2024 and April 30, 2025. Options and compensation securities are disclosed under the heading Stock Options and Other Compensation Securities in this Circular.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Héctor Felix González Ramírez^{(1)}
Interim CEO and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

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Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Alejandro Arteaga Ortiz^{(2)} Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Luis C. Chavez Urtaza^{(3)} Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Omar Garcia^{(4)} CFO and Corporate Secretary	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Javier Montaño^{(5)} Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Manuel Gómez^{(6)} Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Michael Struthers^{(7)} Former CEO and Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Ramon Perez^{(8)} Former President and Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Sam Wong^{(9)} Former CFO and Former Corporate Secretary	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Armando Alexandri^{(10)} Former COO	N/A	N/A	N/A	N/A	N/A	N/A	N/A

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Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Dr. Neil O’Brien^{(11)}
Former Director and Former Chairman	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Matthew Roma^{(12)}
Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Notes:
(1) Mr. Gonzalez was appointed as Interim CEO and a Director on May 30, 2023
(2) Mr. Arteaga was appointed as a Director on July 18, 2024.
(3) Mr. Chavez was appointed as a Director on July 18, 2024.
(4) Mr. Garcia was appointed CFO and Corporate Secretary on February 22, 2024.
(5) Mr. Montaño was appointed as a Director on September 12, 2016.
(6) Mr. Gómez resigned as a Director on February 1, 2021 and was re-appointed as a Director on December 19, 2022.
(7) Mr. Struthers was appointed as CEO and a Director on February 1, 2021 and resigned as CEO and a Director on May 30, 2023.
(8) Mr. Perez was appointed as a Director on March 17, 2016 and President on June 12, 2017 and resigned as President and a Director on May 30, 2023.
(9) Mr. Wong was appointed as CFO and Corporate Secretary on September 12, 2016 and resigned as CFO and Corporate Secretary on January 1, 2024.
(10) Mr. Alexandri was appointed COO on September 14, 2016 and resigned as COO on May 30, 2023.
(11) Dr. O'Brien was appointed as a Director on February 1, 2021 and resigned as a Director on May 16, 2023.
(12) Mr. Roma was appointed as a Director on December 13, 2019 and resigned as a Director on May 30, 2023.

Employment, Consulting and Management Agreements

The Company has consulting agreements in place with each of the Interim CEO and CFO and Corporate Secretary under which compensation was provided during the most recently completed financial year. The following table provides information on the provisions of such consulting agreements with respect to change of control, severance, termination or constructive dismissal.

Event	Interim CEO	CFO and Corporate Secretary
Resignation	$nil	$nil
Termination without cause	$nil	Three months of the executive’s fee in effect as of the date of termination; and an additional one month of the executive’s fee for each completed year after February 20, 2024.
Change of Control	$nil	$nil

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The Company had consulting agreements in place with each of the former President, former CEO and former CFO under which compensation was provided during the previous completed financial year. The following table provides information on the provisions of such consulting agreements with respect to change of control, severance, termination or constructive dismissal.

Event	President	CEO	CFO
Resignation	$nil	$nil	$nil
Termination without cause	2 years of annual compensation	1 year annual compensation after probation period
Subsequent to 18 months of holding office, maximum of 2 years annual compensation	2 years of annual compensation
Change of Control	2 years of annual compensation	2 years of annual compensation	2 years of annual compensation

For purposes of the termination payment, a “Change of Control” means (i) when any person or corporation acquires the beneficial ownership, of, or control or direction over, directly, or indirectly, securities of the Company representing fifty percent (50%) or more of the combined voting total of the Company’s outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval involving the acquisition of the Company by an entity through the purchase of assets, by amalgamation, merger, statutory arrangement, reverse takeover or any other form of restructuring transaction.

Termination of the President and the CEO following a Change of Control will occur or will be deemed to occur if, within the twelve (12) month period immediately following a Change of Control, any of the following occur, without the President’s or CEO’s written consent, which event is not rectified by the Company within thirty (30) days of the occurrence:

(a) the officer’s agreement with the Company is terminated by the Company without cause;
(b) an adverse change by the Company in the officer’s position, duties, responsibilities, title or office from those which were in effect immediately prior to the Change of Control, including the officer no longer holding the office of President or CEO (as applicable), of the ultimate parent company following the Change of Control;
(c) the good faith determination by the officer that, as a result of the Change in Control or any action or event thereafter, the officer’s status or responsibility within the Company has been diminished or that the officer is effectively being prevented from carrying out his duties and responsibilities as they existed immediately prior to the Change of Control;
(d) a decrease in the officer’s base compensation or a material decrease in the officer’s incentive bonus, benefits, stock based compensation, vacation or other compensation.

Other than disclosed herein, the Company does not have agreements or arrangements under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by any other party but are services typically provided by a director or a NEO.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as at the April 30, 2025 financial year end:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by the securityholders (the Option Plan and RSU Plan)	480,000	$0.23	480,000^{(1)}
Equity compensation plans not approved by the securityholders	Nil	N/A	N/A
Total	480,000	$0.23	480,000

Note:
(1) Based on the maximum number of Common Shares issuable under the Option Plan and the RSU Plan as at April 30, 2025.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates or other management of the Company were indebted to the Company as of the end most recently completed financial year or as at the date hereof in respect of any securities purchase arrangement.

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 Company. To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company 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 Company or any of its subsidiaries during the fiscal year ended April 30, 2025, nor do they have 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

Other than as disclosed herein, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

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PARTICULARS OF MATTERS TO BE ACTED UPON

A. Election of Directors – see page 5 above.
B. Appointment of Auditor – see page 9 above.
C. Continuation of Stock Option Plan – see page 15 above and “Continuation of Stock Option Plan” below.

Continuation of Stock Option Plan

The Option Plan is described in more detail, including the material terms of the Option Plan, above, see Statement of Executive Compensation – Stock Options and Other Compensation Securities. The foregoing summary of the Option Plan is not complete and is qualified in its entirety by reference to the Option Plan, a copy of which is attached hereto as Schedule “A” hereto and will be available for inspection at the Meeting.

To comply with the policies of the TSX Venture Exchange covering “rolling” option plans, rolling plans, such as the Option Plan, must be approved annually by the shareholders of the Company. At the Meeting shareholders will be asked to ratify and approve the Option Plan for continuation until the next annual general meeting of the Company.

Shareholder Approval – Continuation of Option Plan

At the Meeting, Shareholders will be asked to consider and vote on the ordinary resolution to ratify and approve the continuation of the Option Plan as follows:

“RESOLVED THAT the Company’s Stock Option Plan dated January 20, 2023, as amended, be ratified and approved for continuation until the next annual general meeting of the Company.”

This ordinary resolution requires a simple majority of the votes cast in favour at the Meeting by Shareholders present in person or by proxy.

The Board unanimously recommends Shareholders vote FOR the ordinary resolution to approve the Option Plan for continuation.

The persons named in the Proxy intend to cast the votes received in favour of Management FOR the continuation of the Option Plan unless the Shareholder has specified in the Proxy that his or her Common Shares are to be voted against such resolution.

OTHER MATTERS

As of the date of this Circular, Management of the Company is not aware of any other matters which may come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Common Shares represented thereby in accordance with their best judgement on such matter.

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ADDITIONAL INFORMATION

Additional information relating to the Company may be found under the Company’s profile on SEDAR at www.sedarplus.ca. Financial information about the Company is provided by the Company’s annual financial statements for the year ended April 30, 2024 and related management discussion and analysis. Additional financial information or documentation may be obtained by any securityholder of the Company free of charge by contacting the Company by telephone at: +1 (604) 369-2928.

The contents of this Circular have been approved and its mailing authorized by the Directors of the Company.

DATED at Vancouver, British Columbia, as at June 10, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Héctor Felix González Ramírez”

Héctor Felix González Ramírez
Interim Chief Executive Officer and Director

SCHEDULE “A”

CANDELARIA MINING CORP.

SHARE OPTION PLAN

CANDELARIA MINING CORP.
(the “Company”)

SHARE OPTION PLAN

Dated for Reference July 16, 2025

ARTICLE 1
PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies and any inconsistencies between this Plan and TSX Venture Policies will be resolved in favour of the latter.

Definitions

1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(b) Black-out Period means a period during which a restriction has been formally imposed by the Company, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;

(c) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(d) Cause means “Just Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its subsidiaries, then any circumstance that would permit the Company or one of its subsidiaries to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

(e) Change of Control means the occurrence of any of:

(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Company or any of its Affiliates) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to

exercise control or direction over, securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Company with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;

(ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company);

(iii) the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company);

(iv) a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or

(v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(f) Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture;

(g) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(h) Consultant means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company or any of its subsidiaries) or Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

(i) Date of Termination means, for a Participant, the last day that the Participant actively provides services to the Company or a subsidiary of the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Participant receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;

(j) Director means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(k) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(l) Disinterested Shareholder Approval has the meaning assigned by Policy 4.4 Sections 5.3(b) and (c) of the TSX Venture Policies;

(m) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(n) Effective Date for an Option means the date of grant thereof by the Board;

(o) Employee means:

(i) an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;

(p) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(q) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms thereof;

(r) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(s) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(t) Investor Relations Service Provider means any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(u) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(v) Management Company Employee means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company;

(w) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(x) Officer means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(y) Option means the right to purchase Common Shares granted hereunder to a Participant under this Security Based Compensation Plan;

(z) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Participant and substantially in the form of Schedule A attached hereto;

(aa) Optioned Shares means Common Shares that may be issued in the future to a Participant upon the exercise of an Option;

(bb) Optionee means the recipient of an Option hereunder;

(cc) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

(dd) Participant means a Service Provider that is the recipient of Security Based Compensation granted or issued by the Company;

(ee) Person includes a company, any unincorporated entity, or an individual;

(ff) Plan means this security based share option plan, the terms of which are set out herein or as may be amended;

(gg) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under this Plan as provided in §2.2;

(hh) Promoter has the meaning given to such term in TSX Venture Policies;

(ii) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder;

(jj) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(kk) Security Based Compensation has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(ll) Security Based Compensation Plan has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(mm) Service Provider means a Person who is a Director, Officer, Employee, Management Company Employee, or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(nn) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders' meeting;

(oo) Take Over Bid means a take over bid as defined in National Instrument 62-104 (Takeover Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;

(pp) TSX Venture means the TSX Venture Exchange and any successor thereto;

(qq) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time; and

(rr) VWAP means the volume-weighted average trading price of the Common Shares on the TSX Venture calculated by dividing the total value by the total volume of the Common Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSX Venture may exclude internal crosses and certain other special terms trades from the calculation.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 The maximum aggregate number of Common Shares that may be reserved for issuance under this Plan, together with all other Security Based Compensation Plans (excluding the Company's Amended and Restated Restricted Share Unit Plan dated effective January 20, 2023), at any point in time is up to 10% of the Outstanding Shares as at the date of grant or issuance of any Security Based Compensation under any of such Security Based Compensation Plans.

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Participants from time to time by the Board. Participants that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its

securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under this Plan

2.4 All Options granted under this Plan will be evidenced by an Option Commitment substantially in the form attached as Schedule A (or in such other form as determined by the Company) showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Participation

2.6 This Plan provides for the following limits on grants unless otherwise permitted pursuant to the policies of the TSX Venture:

(i) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSX Venture, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(ii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(iii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the Outstanding Shares at any point in time;

(iv) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation; and

(v) the maximum aggregate number of Common Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Options and Investor Relations Services Providers may not receive any Security Based Compensation other than Options.

Exercised and Unexercised Options

2.7 In the event an Option granted under this Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Administration of this Plan

2.8 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company's tier classification thereunder; and

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of this Plan by the Board of Directors

2.9 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

(a) amendments which are of a typographical, grammatical, clerical nature only;

(b) amendments of a housekeeping nature;

(c) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture; and

(d) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.10 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:

(i) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;

(ii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or

(iii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or

(b) any reduction in the Exercise Price or the extension of the term of an Option held by an Insider or any other amendment to an Option that results in a benefit to an Insider.

Options Granted Under the Company’s Previous Share Option Plans

2.11 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions thereof.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 The term of an Option will be set by the Board at the time such Option is allocated under this Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.3 Subject to §2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.2.

3.5 In respect of any proposed amendment to the terms of an Option, and except as otherwise provided under TSX Venture Policies:

(a) any amendment must be approved by the TSX Venture, and be subject to shareholder approval, where applicable, prior to the exercise of such Option; and

(b) the Company must issue a news release outlining the terms of the amendment.

Vesting of Options

3.6 Subject to §3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Participant remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Participant remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers

3.7 Notwithstanding §3.6, Options granted to Investor Relations Service Providers will vest such that:

(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;

(b) no more than another 25% of Options vest no sooner than six months after the Options were granted;

(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Effect of Take-Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.6 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies.

Acceleration of Vesting on Change of Control

3.9 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities.

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Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

Extension of Options Expiring during Black-out Period

3.10 Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan, provided that such automatic extension of the Expiry Date for an Option will not apply where the Participant or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company’s securities.

Optionee Ceasing to be Director, Employee or Service Provider

3.11 Options may be exercised after the Participant has left his/her employ/office or has been advised by the Company or its subsidiary, as applicable, that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and

(c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same.

Non-assignable

3.12 Subject to §3.11(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

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(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.13;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company;

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.13, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and

(h) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under this Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

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ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions thereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.5.

Cashless Exercise

4.3 Subject to the provisions of this Plan (including, without limitation, Section 4.5 and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider, a “net exercise” procedure in which the Company issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or

(b) a broker assisted “cashless exercise” in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this §4.3 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.5 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

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4.4 In the event of a net exercise pursuant to §4.3(a) or a cashless exercise pursuant to §4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Company, must be included in calculating the limits set forth in §2.2, §2.6 and §2.10 of this Plan.

Tax Withholding and Procedures

4.5 Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.5 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

4.6 As soon as practicable after receipt of the notice of exercise described in §4.2 or §4.3, as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. Wherever required under TSX Venture Policies, an Exchange Hold Period will be applied from the date of grant, including for all Options granted to:

(a) Directors, Officers, Promoters or Consultants of the Company;

(b) Persons holding securities carrying more than 10% of the voting rights attached to the Company's securities both immediately before and after the transaction in which the securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company; or

(c) where Options are granted to any Participants, including those noted in (a) and (b) above, where the Exercise Price is less than the applicable Market Price.

4.7 Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the Effective Date of the grant of the Options.

ARTICLE 5

GENERAL

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Employment and Services

5.1 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company or a subsidiary of the Company, or interfere in any way with the right of the Company or a subsidiary of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 This Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

5.4 This Plan will become effective from and after January 20, 2023, and will remain effective provided that this Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.

Amendment of this Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals and Shareholder Approval.

SCHEDULE A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of __, 20, pursuant to the provisions of the Share Option Plan (the “Plan”) of Candelaria Mining Corp. (the “Company”), the Company has granted to ____ (the “Optionee”), an Option to acquire ___ Common Shares (“Optioned Shares”) up to 5:00 p.m. (Vancouver Time) on the __ day of __, 20 (the “Expiry Date”), or such earlier date as determined in accordance with the terms of this Plan, at an Exercise Price of Cdn$_____ per share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest (INSERT VESTING SCHEDULE AND TERMS)]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part thereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company’s Board of Directors approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Company for a “net exercise” or “cashless exercise”. A certificate, or a written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant of the Options].”

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the TSX Venture Policies) by both the Company and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information form in use by the TSX Venture Exchange on the date of this Option Commitment.

CANCELARIA MINING CORP.

Per:

Authorized Signatory

[insert name and title of authorized signatory]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

OPTIONEE:

Signature

Print Name

Address

Date signed:

SCHEDULE B

SHARE OPTION PLAN

NOTICE TO EXERCISE OPTIONS

CANDELARIA MINING CORP.
Suite 1201 – 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Attention: Share Option Plan Administrator

Re: Employee Share Option Exercise

Attn: Share Option Plan of Candelaria Mining Corp. (the “Company”)

This letter is to inform the Administrator of the Company’s Share Option Plan that I, __, wish to exercise ________________ options, at ________________ per share, on this ___ day of ________________, 20.

Payment issued in favour of Candelaria Mining Corp. for the amount of $ ____ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Name of Optionee: ________

Address: __________

Please send share certificate to:

Name: ________

Address: __________

Sincerely,

Signature of Optionee ____ Date ___ SIN Number (for T4) __

AI assistant

Vantex Resources Ltd. — Proxy Solicitation & Information Statement 2025

43669_rns_2025-06-18_c83a1933-f045-4379-b5b9-bdd5d51eee0b.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY

Registered Shareholders

Beneficial Shareholders

Notice to United States Shareholders

Revocation of Proxies

FINANCIAL STATEMENTS

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Director Biographies

Héctor Felix González Ramírez – Chief Executive Officer and Director

Alejandro Arteaga Ortiz – Non-Executive Director

Luis C. Chavez Urtaza – Non-Executive Director

Cease Trade Orders or Bankruptcies

Penalties and Sanctions

Advance Notice of Director Nominations by Shareholders

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

Reliance on Certain Exemptions

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation

Oversight and Description of Director and NEO Compensation

Table of Compensation excluding Compensation Securities

Stock Options and Other Compensation Securities

Stock Option Plan

RSU Plan

Outstanding Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Employment, Consulting and Management Agreements

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Continuation of Stock Option Plan

Shareholder Approval – Continuation of Option Plan

OTHER MATTERS

ADDITIONAL INFORMATION

BY ORDER OF THE BOARD OF DIRECTORS

Other Words and Phrases

Gender

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

Maximum Plan Shares

Eligibility

Options Granted Under this Plan

Limitations on Participation

Exercised and Unexercised Options

Administration of this Plan

Amendment of this Plan by the Board of Directors

Amendments Requiring Disinterested Shareholder Approval

Options Granted Under the Company’s Previous Share Option Plans

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

Term of Option

Option Amendment

Vesting of Options

Vesting of Options Granted to Investor Relations Service Providers

Effect of Take-Over Bid

Acceleration of Vesting on Change of Control

Extension of Options Expiring during Black-out Period

Optionee Ceasing to be Director, Employee or Service Provider

Vantex Resources Ltd. Proxy Solicitation & Information Statement 2025