Velox Energy Materials Inc. — Proxy Solicitation & Information Statement 2023

Aug 23, 2023

MANAGEMENT INFORMATION CIRCULAR

(As of August 11, 2023, except as indicated)

This management information circular (this “ Circular ”) is being furnished in connection with the solicitation, by management of Currie Rose Resources Inc. (the “ Corporation ”), of proxies for the annual general & special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of the Corporation to be held virtually through the platform of AGM Connect (www.agmconnect.com/cui2023) to facilitate an interactive meeting and live online voting for Registered Shareholders and duly appointed proxy holders on Thursday September 21, 2023 at 10:00 am (Toronto time), and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting (the “ Notice ”).

Unless otherwise indicated, the information contained in this Circular is given as of August 11, 2023.

Unless otherwise indicated, all references to “dollars” or “$” means Canadian dollars.

SOLICITATION OF PROXIES

Although, it is expected that management’s solicitation of proxies for the Meeting will be made primarily by mail, proxies may be solicited by directors, officers and employees of the Corporation personally or by telephone, fax, email or other similar means of communication. This solicitation of proxies for the Meeting is being made by or on behalf of the directors and management of the Corporation and the Corporation will bear the costs of this solicitation of proxies for the Meeting.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with the transfer agent, investment dealers, intermediaries, custodians, depositories and depository participants and other nominees to forward solicitation materials to the beneficial owners of the common shares (the “ Shares ”) of the Corporation. The Corporation will provide, without any cost to such person, upon request to the Chief Executive Officer of the Corporation, additional copies of the foregoing documents for this purpose.

REGISTERED SHAREHOLDERS VOTING BY PROXY

Enclosed with this Circular is a form of proxy. The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. Every Shareholder of the Corporation has the right to appoint a person (who need not be a shareholder of the Corporation) other than the persons already named in the enclosed form of proxy to represent such shareholder of the Corporation at the virtual Meeting by striking out the printed names of such persons and clearly printing the name of such other person AND an email address for contact in the blank space provided therein for that purpose. In order to be valid, a proxy must be received by AGM Connect, 401 Bay Street, Suite 2704, Toronto, Ontario, M5H 2Y4 by 10:00 am on September 19, 2023, or in the event of an adjournment or postponement of the Meeting, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays in Ontario) before the time for holding the adjourned or postponed Meeting.

Shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting. Votes cast electronically are in all respects equivalent to and will be treated in the exact same manner as, votes cast via a paper form of proxy. To vote electronically, registered shareholders are asked to go to the website shown on the form of proxy and follow the instructions on the screen. Please note that each shareholder exercising the electronic voting option will need to refer to the Voter ID & Meeting Access Code indicated on their proxy form to identify themselves in the electronic voting system, an email address of choice will also be required for verification. Shareholders should also refer to the instructions on the proxy form for information regarding the deadline for voting shares electronically. If a Shareholder votes electronically he or she is asked not to return the paper form of proxy by mail.

In order to be effective, a form of proxy must be executed by a shareholder exactly as his or her name appears on the register of shareholders of the Corporation. Additional execution instructions are set out in the notes to the form of proxy. The proxy must also be dated where indicated. If the date is not completed, the proxy will be deemed to be dated on the day on which it was mailed to shareholders.

The management representatives designated in the enclosed form of proxy will vote the Shares in respect of which they are appointed proxy in accordance with the instructions of the shareholder as indicated on the proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

In the absence of such direction, such Shares will be voted by the management representatives named in such form of proxy in favour of each of the matters referred to in the Notice and will be voted by such representatives on all other matters which may come before the Meeting in their discretion.

THE ENCLOSED FORM OF PROXY OR VOTER INSTRUCTION FORM, WHEN PROPERLY SIGNED, CONFERS DISCRETIONARY VOTING AUTHORITY ON THOSE PERSONS DESIGNATED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.

At the time of printing of this Circular, management of the Corporation know of no such amendment, variation or other matters to come before the Meeting other than the matters referred to in the Notice and this Circular. However, if any matters which are not now known to management of the Corporation should properly come before the Meeting, the Shares represented by proxies in favour of the Management Nominees will be voted on such matters in accordance with the best judgement of the Management Nominee.

ATTENDING THE MEETING

	IF YOU HAVE RECEIVED PROXY FROM WITH AVOTER ID and MEETING ACCESS CODE FROM AGM CONNECT	IF YOU HAVE RECEIVED PROXY FROM WITH AVOTER ID and MEETING ACCESS CODE FROM AGM CONNECT	IF YOU HAVE RECEIVED A PROXY OR VIF WITH A16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY
	Registered Shareholders (your securities are held in your name in a physical certificate or DRS statement)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)
PRIOR TO THE MEETING	N/A	Appoint yourself as proxyholder on your proxy and follow the instructions at (www.agmconnect.com/cui2023)	Appoint yourself as proxyholder as instructed herein and on the VIF.
	N/A	Following the proxy cut-off date, your appointed proxyholder will be provided with an AGM Connect Voter ID and Meeting Access Code	AFTER submitting your proxy appointment, you MUST contact AGM Connectto obtain a Voter ID and Meeting Access Code at +1. 855.839.3715 or voteproxy@agmconnect.com
JOINING THE VIRTUAL MEETING (at least 15 minutes prior to start of the Meeting)	Register and login athttp://app.agmconnect.com Registered Shareholders or validly appointed Proxyholders will need to provide an email address, AGM ConnectVoter ID_and the_Meeting Access Code

VOTE USING THE FOLLOWING METHODS PRIOR TO THE MEETING

	IF YOU HAVE RECEIVED PROXY FROM WITH AVOTER ID and MEETING ACCESS CODE FROM AGM CONNECT	IF YOU HAVE RECEIVED PROXY FROM WITH AVOTER ID and MEETING ACCESS CODE FROM AGM CONNECT	IF YOU HAVE RECEIVED A PROXY OR VIF WITH A16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY
VOTING METHOD	Registered Shareholders (your securities are held in your name in a physical certificate or DRS statement)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)
Internet	Login tohttps://app.agmconnect.com Using theMeeting Access CodeandVoter IDprovided to you complete the form to Submit Proxy		Go towww.proxyvote.com Enter the16- digit control numberprinted on the VIF and follow the instructions on screen
Email	Complete, sign and date the proxy form and email to: voteproxy@agmconnect.com		N/A
Telephone	Call +1.855.839.3715to register your vote for the Currie Rose Resources Inc.AGSM		N/A
Mail	Enter your voting instructions, sign, date and return the form to AGM Connect in the enclosed envelope		Enter your voting instructions, sign, date and return completed VIF in the enclosed postage paid envelope

ADVICE TO NON-REGISTERED SHAREHOLDERS

Only Registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend, and vote at the Meeting. However, in many cases, Shares beneficially owned by a person (a “ Non-Registered Shareholder ”) are registered either:

• (a) in the name of an intermediary (an “ Intermediary ”) with whom the Non-Registered Shareholder deals in respect of the Shares (Intermediaries include, among others, banks, trust companies, investment dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or

• (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depositary Trust Company, in the United States) of which the Intermediary is a participant.

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice, this Circular and its form of proxy (collectively, the “ Meeting Materials ”) to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

• (a) be given a voting instruction form which must be completed and returned by the Non-Registered Shareholder in accordance with the directions printed on the form (in some cases, the completion of the voting instruction form by telephone, facsimile or over the Internet is permitted) or

• (b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with AGM Connect, 401 Bay Street, Suite 2704, Toronto, Ontario, M5H 2Y4.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and clearly print the Non-Registered Shareholder’s (or such other person’s) name and valid email address in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. If you are a Non-Registered Shareholder, and we or our 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 on your behalf. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the VIF or the proxy is to be delivered.

REVOCATION OF PROXIES

A registered shareholder of the Corporation who has submitted a proxy may revoke it by:

• (a) depositing an instrument in writing signed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, by a duly authorized officer or attorney, either:

• (i) at the office of AGM Connect, 401 Bay Street, Suite 2704, Toronto, Ontario, M5H 2Y4 Corporation, by 10:00am on September 19, 2023, or in the event of an adjournment or postponement of the Meeting, no later than 48 hours (excluding Saturday, Sunday and holidays in Ontario) before the time for holding the adjournment or postponement Meeting; or

• (ii) with the Chairman of the Meeting prior to commencement of the Meeting on the day of the Meeting;

• (b) transmitting, by telephonic or electronic means, a revocation that complies with (i) or (ii) above and that is signed by electronic signature provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the registered shareholder or the attorney, as the case may be; or

• (c) in any other manner permitted by law.

A Non-Registered Shareholder who has submitted voting instructions to an Intermediary should contact their Intermediary for information with respect to revoking their voting instructions.

NOTICE-AND-ACCESS

The Company is utilizing the notice-and-access mechanism (the “Notice-and-Access Provisions”) that came into effect on February 11, 2013 under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations, for distribution of Meeting materials to registered and beneficial Shareholders.

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a Director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year, no proposed nominee of management of the Corporation for election as a Director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of Directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Shares. Each Share entitles the holder of record to notice of and one vote on all matters to come before the Meeting. No group of shareholders has the right to elect a specified number of directors nor are there cumulative or similar voting rights attached to the Shares of the Corporation.

The directors of the Corporation have fixed August 11, 2023, as the record date (the “ Record Date ”) for determination of the persons entitled to receive notice of the Meeting. Shareholders of record as of the Record Date are entitled to vote their Shares except to the extent that they have transferred the ownership of any of their Shares after the Record Date, and the transferees of those Shares produce properly endorsed share certificates or otherwise establish that they own the Shares, and demand, not later than ten (10) days before the Meeting, that their name be included in the shareholder list before the Meeting, in which case the transferees are entitled to vote their Shares at the Meeting.

As of the date of this Circular 224,525,231 Shares are issued and outstanding. To the knowledge of the Directors and executive officers of the Corporation no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Corporation except as follows:

Name of Shareholder	Number of Shares	Percentage of Issued and Outstanding Shares
Nicole Morcombe	32,000,000 (Indirect holding)	14.25%
Michael Griffiths	22,047,894 (Indirect holding)	12.63%

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Financial Statements

The Corporation’s financial statements for the fiscal year ended December 31, 2022, and the report of the auditors thereon, have been filed on www.sedar.com and have been sent to registered and beneficial shareholders who have requested copies thereof using the request form accompanying this Circular and will be submitted to the meeting of shareholders. Receipt at the Meeting of the auditors’ report and the Corporation’s financial statements for this fiscal period will not constitute approval or disapproval of any matters referred to therein, and no action is required to be taken by Shareholders thereon.

2. Election of the Board of Directors

The Board of Directors of the Company presently consists of six (6) directors however Mr. Stephen Coates and Mr. Ryan Smith will not run for election in the coming shareholders meeting. The persons named in the enclosed form of proxy intend to vote for the election as directors of the Corporation, the four (4) nominees of Management whose names are set forth below. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Each director elected will hold office until the next annual meeting of Shareholders or until his successor is duly elected unless his office is earlier vacated in accordance with the by-laws of the Corporation. The following table and notes thereto state the names of all the persons proposed to be nominated for election as directors, all of the positions and offices with the Corporation now held by them, their present principal occupations or employments and the number of shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them as of August 11, 2023. The information as to shares beneficially owned has been furnished to the Board of Directors by the respective nominees.

	Principal Occupation or Employment and, if not a		Number of Common
Name, Jurisdiction of	Previously Elected Director, Occupation During	Period of Service	Shares Beneficially
Residence and Position	the Past 5 Years	as a Director	Owned, Controlled or
			Directed, Directly or
			Indirectly(1)
Mike Griffiths, Currambine, Australia Director	VP – Exploration of the Company since July 10, 2023). Previously, President and CEO of the Company (From July 2017 until July 10, 2023)	March 7, 2005	22,047,894(2)
Simon Alexander Coyle Perth, WA, Australia President, CEO & Director	President and CEO of the Company (July 10, 2023 onwards). Prior to this, Head of Port and Operational Development, Pilbara Minerals, General Manager of Operations - Pilbara Minerals	July 10, 2023	1,833,334

Nicole Morcombe WA, Australia Director	Self Employed, Gandria Capital (Feb 2011 – Present)	June 16, 2023	32,000,000(3)
Caroline Keats North Beach, WA, Australia Director	Managing Director and Chief Executive Officer of ENRG Elements Ltd October 2021 to present. Consultant – May 2021 to September 2021. Managing Director of Tiger Resources Ltd - July 2019 to November 2020. EGM Legal & Commercial of Tiger Resources Ltd – September 2018 – to July 2020	Apr. 11, 2023	200,000(4)

• (1) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as of August 11, 2023, based upon information furnished to the Corporation by individual Directors. Unless otherwise indicated, such shares are held directly.

• (2) These shares are held indirectly by The M R & KM Superannuation Fund and The M.R. Griffiths Family Trust.

• (3) These shares are held indirectly by Gandria Capital Pty Ltd In Trust for the Tedblahnki Family Trust.

• (4) These shares are held indirectly by Toledo Superannuation Pty Ltd Aft Keats Superfund.

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or Corporation, except the Directors and executive officers of the Corporation acting solely in such capacity. Except as set out below, to the knowledge of the Corporation, no proposed Director:

• (a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer (“ CEO ”) or chief financial officer (“ CFO ”) of any Corporation (including the Corporation) that:

• (i) was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such Corporation, of a cease trade or similar order or an order that denied the relevant Corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

• (ii) was subject to a cease trade or similar order or an order that denied the relevant Corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such Corporation: or

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

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

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

• (e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed Director.

Caroline Keats served as the Managing Director of Tiger Resource Limited (“Tiger”), an Australian public company, from July 2019 until she stepped down in Nov 2021. In Dec 2019, Tiger commenced a process to restructure its balance sheet through a creditor scheme of arrangement, which was court approved by February 2020. However, in March 2020, owing to the Covid 19 pandemic, Tiger was forced to suspend operations. Tiger's mine was put into care and maintenance while it sought alternative funding and identified potential parties to acquire the project. In Nov 2020, Tiger proceeded to a voluntary administration, leading to a sale of its assets.

Mike Griffiths also served as the non-executive director of Tiger Resource Limited (“Tiger”), an Australian public company, from 2012-2015 and from 2017-2020.

The following Director of the Company holds Directorships in other reporting issuers as set out below:

Name	Name and Jurisdiction of Other Reporting Issuers	Name of Exchange or Market	Position	From	To
Stephen Coates	International Zeolite Corp. (BC & AB)	TSXV	Director	2018-06-28	Present
	Royal Wins Corporation (BC,AB,MB& ON)	CSE	Director	2021-07-13	Present
	Xigem Technologies Company (BC, AB, MB, ON)	CSE	Director	2017-12-27	Present
	Exploratus Ltd. (MB)	N/A	Director	2007-11-01	Present
	Radbourne Developments Inc. (BC,AB,MB)	N/A	Director	2017-12-27	Present
	Mijem Newcomm Tech Inc (BC, AB, MB)	CSE	Director	2017-12-27	Present
	Toro Dorado Minerals Inc. (BC,AB,MB)	N/A	Director	2017-12-27	Present
	Rossiter Mining Corp. (BC, AB, MB)	N/A	Director	2017-12-27	Present

3. Appointment of Auditor

The persons named in the enclosed form of proxy intend to vote for the re appointment Jones O’Connell LLP, as auditor of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix the auditor’s remuneration.

On the representations of the said auditors, neither that firm nor any of its partners has any direct financial interest nor any material indirect financial interest in the Corporation or any of its subsidiaries nor has had any connection during the past three years with the Corporation or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer, or employee.

The Shareholders are urged by Management to appoint Jones O’Connell LLP, as the Corporation’s auditor and to authorize the Board of Directors to fix their remuneration.

4. Approval of Stock Option Plan

Shareholder approval is being sought at the Meeting to re-approve the Company’s rolling Stock Option Plan (the “Plan”) and accordingly shareholders will be asked to consider, and if deemed advisable, to approve with or without variation, an ordinary resolution approving the Plan for the ensuing year.

The following information is intended as a brief description of the Plan and is qualified in its entirety by the full text of the Plan which is appended hereto as Schedule “A”, as well as at the Corporation’s offices for ten (10) business days prior to the Meeting, during business hours. The capitalized terms are defined in the Plan.

1. Objective of the Option Plan : The purpose of the Plan is to give to directors, senior officers, Employees, Management Company Employees and Consultants of the Company and its subsidiaries, as additional compensation, the opportunity to participate in the success of the Company, and to encourage and enable such persons to acquire and retain a proprietary interest in the Company by ownership of its stock.

2. Maximum term of the Options : The term of any Options granted under the Option Plan shall be determined by the Board at the time of grant but, subject to earlier termination in the event of dismissal for cause, termination other than for cause or in the event of death, the term of any Options granted under the Option Plan may not exceed ten years.

3. Limits under the Option Plan : The Option Plan provides that at the time of grant of any Option, the aggregate number of Shares reserved for issuance under the Plan which may be made subject to Options at any time and from time to time

(including those issuable upon the exercise of Pre-Existing Options) shall not exceed 10% of the total number of issued and outstanding Shares at any point in time, on a non-diluted basis, unless the Company and has obtained Disinterested Shareholder Approval.

The number of Shares which may be issuable under the Plan and all of the Company's other previously established or proposed share compensation arrangements, within a one-year period:

• to any one Optionee, shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis, unless the Company has obtained Disinterested Shareholder Approval;

• to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares, at any point in time and in any 12-month period, on a non-diluted basis; unless the Company has obtained Disinterested Shareholder Approval;

• to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and

• to all Investor Relations Service Providers shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.

• Administration of the Option Plan : The Option Plan is administered by the Board, which will have full and final authority with respect to the granting of all Options thereunder.

• Vesting Provision : The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in the Option Plan, all Options granted under the Plan shall vest and become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months such that:

• no more than 1/4 of the Stock Options vest no sooner than three months after the Stock Options were granted;

• no more than another 1/4 of the Stock Options vest no sooner than six months after the Stock Options were granted;

• • no more than another 1/4 of the Stock Options vest no sooner than nine months after the Stock Options were granted; and

• the remainder of the Stock Options vest no sooner than 12 months after the Stock Options were granted.

Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such Pre-Existing Options shall become Vested.

1. Exercise Price : The Option shall be exercisable at a price not less than the Market Price prevailing on the date the option is granted less applicable discount, if any, permitted by the policies of the Exchanges and approved by the Board.

2. Manner of Exercise : The Option shall be exercisable by delivering to the Company a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there will be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honored upon presentation in which case the Option shall not have been validly exercised.

3. Acceleration Provision : If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer, provided that any accelerated vesting of Options granted to Investor Relations Service Providers shall be subject to the prior written approval of the Exchanges. The Board shall give each Optionee as much notice as possible of the acceleration of the Options under this paragraph, except that not less than 5 business days’ and not more than 35 days’ notice is required.

4. Expiry during blackout period : If the Expiry Date in respect of any Option occurs within a trading black-out period imposed by the Company, the Expiry Date of the Option shall be automatically extended to the date that is ten (10) trading days following the end of such black-out period (the "Extension Period"); provided that if an additional blackout period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be

deemed to commence following the end of such additional black-out period to enable the exercise of such Options within ten (10) trading days following the end of the last imposed black-out period.

1. Termination provisions : If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of: (i) 365 days after the date of death or Disability; and (ii) the Expiry Date.

If the Optionee ceases to be an Eligible Person as a result of "termination for cause" of such Optionee by the Company or its subsidiary (or in the case of an Optionee who is a Management Company Employee or Consultant, by the Optionee's employer), as that term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

1. Disinterested shareholder approval : If the Board proposes to decrease the exercise price of Options that have been granted to Insiders, or to extend the applicable term of such Options, then disinterested shareholder approval is required. The approval will also be required for increase in the selected limits as laid down in Sec 3.3 of the Option Plan.

As of August 11, 2023, 22,390,000 options were outstanding under the Plan to acquire 2,850,000 Shares, representing approximately 9.97 % of the Corporation’s current issued and outstanding Shares.

A copy of the Plan may be inspected at the head office of the Corporation, Suite 2704, 401 Bay Street, Toronto ON M5H 2Y4 during normal business hours and at the Meeting.

The policies of the Exchange require that rolling plans be approved by shareholders on a yearly basis. Accordingly, Shareholders are being asked to pass an ordinary resolution to ratify and confirm the Plan as adopted by the Board which permits the issuance of up to 10% of the issued and outstanding Shares from time to time. To be effective, the resolution must be passed by a simple majority of the votes cast thereon by Shareholders present in person or by proxy at the Meeting. If the resolution to approve the Plan is not approved by Shareholders of the Corporation, all unallocated stock options will be cancelled, and the Corporation will not be permitted to make any further grants until Shareholder approval is obtained.

At the Meeting, the shareholders will be asked to pass the following resolution:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. the Option Plan of the Corporation, as adopted by the Board of Directors, and as described in the Corporation’s management information circular dated August 16, 2023, be and is hereby approved and ratified, and the Corporation be and is hereby authorized to reserve for issuance pursuant to the Option Plan up to 10% of the issued and outstanding common shares of the Corporation from time to time;

2. the Board of Directors be and is hereby authorized on behalf of the Corporation to make any amendments to the Option Plan as may be required by regulatory authorities or otherwise made necessary by applicable legislation, without further approval of the shareholders of the Corporation, in order to ensure the adoption and efficient function of the Option Plan; and

3. any director or officer of the Corporation be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolutions, and to complete all transactions in connection with the implementation of the Option Plan."

The directors of the Corporation believe the passing of the foregoing ordinary resolution is in the best interests of the Corporation and recommend that Shareholders of the Corporation vote IN FAVOUR of the resolution. In the absence of contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intended to vote IN FAVOUR of the approval of the Plan.

STATEMENT OF EXECUTIVE COMPENSATION

Unless otherwise noted the following information is for the Corporation’s last completed financial years ended December 31, 2022, and 2021. Securities laws require that a "Statement of Executive Compensation" in accordance with Form 51102F6V be included in this Information Circular. Form 51-102F6V prescribes the disclosure requirements in respect of the compensation of executive officers and directors of reporting issuers. Form 51-102F6V provides that compensation disclosure must be provided for the Chief Executive Officer and the Chief Financial Officer of an issuer and each of the

issuer's three mostly highly compensated executive officers at the end of the most recently completed financial year whose total compensation exceeded $150,000. Based on these requirements, the executive officers of the Corporation for whom disclosure is required under Form 51-102F6V for the year ended December 31, 2021, are Michael Griffith, Geoff Kritzinger, and David Bhumgara who are collectively referred to as the "Named Executive Officers" or "NEOs".

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation or any subsidiary thereof to each NEO and each director of the Corporation, in any capacity, for the fiscal years ended December 31, 2022 and 2021 including, for greater certainty, all plan and nonplan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation or any subsidiary thereof:

Name and Position	Financial Year ended	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees($)	Value of Perquisite s($)	Value of all other Compensation ($)	Total Comp ($)
Michael Griffiths CEO, President(1)	2022 2021	95,000 200,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	95,000 200,000
Geoff Kritzinger, Former CFO(2)	2022 2021	Nil 16,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 16,000
David Bhumgara, CFO(3)	2022 2021	12,763 2,466	Nil Nil	Nil N/a	Nil N/a	Nil N/a	12,763 2,466
Ryan Smith, Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Robert Kirtlan, Former Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Stephen Coates, Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

• (1) 4,000,000 common shares of the Company amounting to $200,000 were issued to in part settlement of the management fees accrued and owed to Mr. Griffiths between January 2017 and August 31, 2021. The shares were issued to his family trust - The M.R. Griffiths Family Trust.

(2) Mr. Kritzinger’s fees are received through a related company, Geoff Kritzinger Professional Corporation, and are included in the monthly fee of $6,000 paid to Grove Corporate Services Ltd. (“Grove Capital”), a company related to Mr. Stephen Coates, a non-NEO director. Mr. Kritzinger stepped down as the CFO on October 15, 2021.

(3) Mr. Bhumgara became CFO on October 15, 2021. Mr. Bhumgara’s fees are received through a related company, PME consulting CDA LTD, and are included in the monthly fee of $6,000 paid to Grove Corporate Services Ltd. (“Grove Capital”), a company related to Mr. Stephen Coates, a non-NEO director.

External Management Companies

Grove Corporate Services Ltd. (“Grove”) is a private company controlled by Stephen Coates, a non-NEO Director of the Company. Pursuant to an agreement dated July 1, 2017, the Company entered into a business services agreement with Grove to provide management and administrative services to Currie Rose. The contract includes the cost of the corporate secretary, office rent, CFO services and other regular administrative functions. The contract is billed on a monthly basis with a thirty-day notice period. The monthly rate is $6,000. Either party can terminate the contract on three (3) months written notice. It can also be terminated by the Company for cause without prior notice.

The Company was billed $72,000 by Grove for services under this contract during the year ended December 31, 2022.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Corporation or any subsidiary thereof during the fiscal year ended December 31, 2022, for services provided, or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Name and position	Type of Compensation security	Number of comp securities, number of underlying securities,	Date of issue or grant	Issue, conversion or exercise price($)	Closing price of security or underlying security on date of grant($)	Closing price of security or under-lying security at Corporatio n’s year- end($)	ExpiryDate
Michael Griffiths (1) President, CEO, & Director	Stock Options	2,000,000	2022-11-15	0.05	0.03	0.03	2027-11-15
Ryan Smith(2) Director	Stock Options	1,000,000	2022-11-15	0.05	0.03	0.03	2027-11-15
Robert Kirtlan(3) Former Director	Stock Options	Nil	-	-	-	-	-
Stephen Coates(4) Director	Stock Options	1,500,000	2022-11-15	0.05	0.03	0.03	2027-11-15
Geoff Kritzinger, Former CFO	Stock Options	Nil	-	-	-	-	-
David Bhumgara, CFO	Stock Options	Nil	-	-	-	-	-

Notes:

1. As of December 31, 2022, Mr. Griffiths, CEO and a director of the Corporation, held 2,760,000 incentive stock options entitling him to acquire, upon exercise, 2,760,000 common shares in the capital of the Corporation. All options are vested.

2. As of December 31, 2022, Mr. Smith, a director of the Corporation, held 1,240,000 incentive stock options entitling him to acquire, upon exercise, 1,240,000 common shares in the capital of the Corporation. All options are vested.

3. Mr. Kirtlan resigned as the director effective September 15, 2022.

4. As of December 31, 2022, Mr. Coates, a director of the Corporation, held 1,900,000 incentive stock options entitling him to acquire, upon exercise, 1,900,000 common shares in the capital of the Corporation. All options are vested. Grove Corporate Services, a company owned by Mr. Coates, held 1,850,000 incentive stock options entitling the holder to acquire, upon exercise, 1,900,000 common shares in the capital of the Corporation. All options are vested.

Each outstanding stock option of the Corporation entitles the holder thereof to acquire, upon exercise, one common share in the capital of the Corporation. There has been no compensation security that has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year, including the original and modified terms, the effective date, the reason for the modification, and the name of the holder.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised compensation securities during the most recently completed financial year.

Stock Option Plan

The Corporation adopted a new stock option plan (the “Plan”) in 2017 which was last approved by shareholders on June 23, 2022, the details of which are summarized under the section “Business to be Transacted at the Meeting – Approval of Stock Option Plan”.

Employment, Consulting and Management Agreements

Effective July 1, 2017, the CEO entered into a revised contract for management services at a rate of $10,000 per month compared to the prior rate of $2,200 per month. The contract is for a 3-year term expiring on June 30, 2020, automatically renewing for a further 3 years upon expiry (unless terminated previously).

The contract also includes a provision for an extraordinary bonus shall be paid to (i) in the amount of 500,000 shares in the capital of the Company in the event one of the Company’s projects is verified by an independent engineer’s report to NI 43101 or equivalent standard, confirming the Company’s gold reserves plus resources exceeds 1,000,000 ounces of gold or gold equivalent; and (ii) in the amount of 1,000,000 shares in the capital of the Company in the event two of the Company’s projects are verified by an independent engineer’s report to NI 43-101 or equivalent standard, confirming the Company’s gold reserves plus resources exceeds 2,000,000 ounces of gold or gold equivalent.

The Company has no other arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

Oversight and Description of Director and Named Executive Officer Compensation

The Board of Directors reviews annually the compensation of the NEOs. The Board’s goal is to enable it to attract, retain and motivate talented employees, contractors and consultants who will contribute to the long-term success of the Corporation by aligning compensation with market conditions, corporate performance, and the interest of shareholders to maximize shareholder value.

Pension Disclosure

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

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

Plan Category	Number of securities to	Weighted-average	Number of securities remaining
	be issued upon exercise	exercise price of	available for future issuance under
	of outstanding options,	outstanding options,	equity compensation plans
	warrants and rights (a)	warrants and rights (b)	(excluding securities reflected in
			column (a)) (c)
Equity compensation plans approved by securityholders.	9,390,000	$0.058	8,062,523
Equity compensation plans not approved by	Nil	Nil	Nil
Total	9,390,000	$0.058	8,062,523

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except disclosed hereinafter, no informed person or proposed Director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation or any of its subsidiaries.

The Company entered into a share exchange agreement (“Share Exchange Agreement”) entered on March 21, 2023, between WA Hydrogen Pty Ltd. ("Kotai Energy") and the shareholders of Kotai Energy pursuant to which the Company acquired all of the issued and outstanding shares of Kotai Energy, in consideration for the issuance of 50 million common shares of the Issuer at $0.05 per share and a 5% royalty on future production. On June 16, 2023, pursuant to the Share Exchange Agreement, Mike Griffiths and Nicole Morcombe acquired 15,000,000 and 30,000,000 common shares of the Company respectively, based on their pro rata ownership of Kotai Energy.

APPOINTMENT OF AUDITORS

Jones & O’Connell LLP, Chartered Accountants, of St. Catharines, Ontario, is the auditor of the Corporation. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Jones & O’Connell LLP as the auditor of the Corporation to hold office for the ensuing year.

MANAGEMENT CONTRACTS

No management functions of the Corporation or subsidiary are performed to any substantial degree by a person other than the Directors or executive officers of the Corporation or subsidiary.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 establishes corporate governance guidelines, which apply to all public companies. The Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Corporation’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Corporation’s Board currently consists of six Directors, four of whom are independent based upon the tests for independence set forth in NI 52-110. Ryan Smith, Stephen Coates, Nicole Morcombe, and Caroline Keats is independent. It is anticipated that Mr. Stephen Coates and Mr. Ryan Smith will not stand for election at the meeting. This is the same reason we can be to the same reason we can give this to the next level and we can ask for the

Management Supervision by Board

The operations of the Corporation do not support a large Board of Directors and the Board has determined that the current constitution of the Board is appropriate for the Corporation’s current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are, however, able to meet at any time without any members of management, including the non-independent Directors, being present. Further supervision is performed through the audit committee, which is composed of a majority of independent Directors who meet with the Corporation’s auditor without management being in attendance. The independent Directors also have access to the Corporation’s legal counsel and its officers.

Board Mandate

The mandate of the Board is to supervise the management of the business and affairs of the Corporation and to act in the best interests of the Corporation. The Board has plenary power, that is, any responsibility which is not delegated to senior management or to committees of the Board remains with the Board. In discharging its mandate and as part of its overall stewardship responsibility, the Board is ultimately responsible for the oversight and review of the development of, among other things, the following matters:

• a strategic planning process for the Corporation;

• identification of the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage those risks;

• the integrity of the Corporation’s internal control and management information systems.

The Board discharges its responsibilities directly and through its committees, which currently consist of the Audit Committee and the Compensation and Nominating Committee.

Position Descriptions

Given the small size of the Corporation’s infrastructure and the existence of only two executive officers and four directors, the Board does not feel that it is necessary at this time to formalize position descriptions or corporate objectives for either the Chief Executive Officer or the chairman of the subcommittees of the Board, in order to delineate their respective responsibilities. Accordingly, such roles are delineated on the basis of customary practice.

Risk Management

The Board of Directors is responsible for adoption of a strategic planning process, identification of principal risks and implementing risk management systems, succession planning and the continuous disclosure requirements of the Corporation under applicable securities laws and regulations.

The audit committee is responsible for the risk management items set out in the audit committee charter.

Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the table provided under “Election of Directors” in this Information Circular.

Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, new Board members are provided with:

1. access to recent, publicly filed documents of the Corporation, technical reports, and the Corporation’s internal financial information;

2. access to management and technical experts and consultants; and

3. a summary of significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors, and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Corporation’s operations. Board members have full access to the Corporation’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Corporation and to meet responsibilities to shareholders. The Corporation has adopted a formal code of business conduct and ethics (the “ Code ”) to govern the activities of the directors, officers and employees of the Corporation and to promote a culture of integrity. A complete copy of the Code may be found on SEDAR at www.sedar.com. The Board is responsible for monitoring compliance with the Code.

Nomination of Directors

The Corporation has a Compensation and Nominating Committee (“Committee”). Due to the small size of the Corporation and the Board, the Committee is comprised of all six directors, four of whom are independent. It is anticipated that out of these four, two directors won’t stand for election at the meeting. The Committee has responsibility for identifying potential Board candidates. The Committee assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence, and other factors. Members of the Committee and representatives of the mineral exploration industry are consulted for possible candidates.

Compensation of Directors and the CEO

The Corporation has a Compensation and Nominating Committee (“Committee”). Due to the small size of the Corporation and the Board, the Committee is comprised of all directors, four of whom are independent. It is anticipated that out of these four, two directors won’t stand for election at the meeting. The Committee has the responsibility for determining compensation for the Directors and senior management.

To determine compensation payable, the Committee reviews compensation paid for Directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while considering the financial and other resources of the Corporation. In setting the compensation, the Committee annually reviews the performance of the CEO in light of the Corporation’s objectives and consider other factors that may have impacted the success of the Corporation in achieving its objectives.

Board Committees

As the Directors are actively involved in the operations of the Corporation and the size of the Corporation’s operations does not warrant a larger Board of Directors, the Board has determined that additional committees are not necessary at this stage of the Corporation’s development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Corporation’s development. The

Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors and each of its committees. Audit Committee

Audit Committee Charter

The text of the audit committee charter is attached as Schedule “B” to this Circular.

Composition of the Audit Committee

The Corporation’s Audit Committee is a committee of the whole board. Following the meeting the Audit Committee will continue to be a committee of the whole.

Michael Griffiths	Not Independent	Financially Literate(1)
RyanSmith(2)	Independent (1)	FinanciallyLiterate (1)
Caroline Keats	Independent(1)	Financially literate(1)
Stephen Coates(2)	Not Independent(1)	Financially Literate(1)
Simon Coyle	Not Independent(1)	Financially Literate(1)
Nicole Morcombe	Independent(1)	Financially Literate(1)

*(1) As defined by NI 52-110

(2) Anticipated that Mr. Stephen Coates and Mr. Ryan Smith will not stand for election at the meeting

Audit Committee Member Education and Experience

Michael Griffiths holds a BSc and a Dip. Ed. from Macquarie University in Sydney, Australia and is a Fellow of the AusIMM. Mr. Griffiths has been a director of a number of publicly listed ASX and TSX-V companies since 2000 and has held a number of executive and non-executive positions during this time including Audit committee membership. Mike is also a Graduate of the Australian Institute of Corporation Directors (2008) with emphasis on corporate governance and audit committee functions.

Ryan Smith has developed and operated a successful internet travel site, and over the last seven years, has founded and operated a growing residential real estate investment company. In that capacity he is keenly aware of the budgeting process, the operating statements of results, and the related accounting and physical management of assets and liabilities.

Stephen Coates is Founder and Principal of Grove Corporate Services, which provides business development, communications, accounting, and capital markets advisory services to small-cap public companies, primarily in the mining and resource industry. Stephen Coates began his career in investment management and advisory services at RBC Dominion Securities in Canada, following which he joined Independent Equity Research Corp. as Vice President, Business Development. He has previously founded and served as CEO of TSX-listed Homeland Energy Group and, having spent more than 12 years in the resource and financial industries, brings together strengths in business development, communications and finance to create strategic relationships for success. Mr. Coates is a graduate of Kings College at the University of Western Ontario in London, Canada.

Simon Coyle has held several senior operational management positions in a range of commodities including gold, iron ore, manganese and lithium. Prior to joining Currie Rose, Simon held the position of Head of Port and Operational Development, and before that, General Manager of Operations for Pilbara Minerals’ hard-rock lithium operation, Pilgangoora, where he oversaw a team of approximately 650 people and successfully led the development and expansion of the operation to become a major producer of spodumene concentrate.

Caroline Keats holds a Bachelor of Business and a Bachelor of Laws (Hons). For most of her career, she has worked in the mining industry in Australia and Africa. Prior to working on the corporate side, she was a lawyer with a tier-one law firm Blake Dawson Waldron, as well as a boutique mining law firm. She has held senior management/executive roles at Paladin Energy, Mawson West, MRX Technologies (a Siemens business) and the Managing Director role at ASX-listed Tiger Resources.

Nicole Morcombe is a finance professional with a background in economics, finance and accounting. She has spent almost 20 years in the financial markets and has extensive advisory and capital markets experience specializing in the Global Materials and Energy sectors. She spent the bulk of her career identifying, advising and financing early-stage and predevelopment companies. Nicole is a co-founder of Kotai Energy.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of

the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

External Auditor Service Fees (By Category)

The aggregate fees paid to the Corporation’s external auditor in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2022	$16,750	Nil	$1,500	Nil
December 31, 2021	$16,000	Nil	$1,825	Nil

Exemption in Section 6.1 of NI 52-110

The Corporation is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and Chief Executive Officer. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

EXPECTATIONS OF MANAGEMENT

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Corporation’s business plan and to meet performance goals and objectives.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Shareholders may contact the Corporation at Suite 2704, 401 Bay Street, Toronto ON M5H 2Y4, to request copies of the Corporation’s financial statements and MD&A.

Financial information is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year, which are filed on SEDAR.

OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 16[th] day of August 2023

APPROVED BY THE BOARD OF DIRECTORS

“Simon Coyle” Simon Coyle President, CEO & Director

SCHEDULE A

DRAFT 2023 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

The Company hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees and Consultants (as such terms are defined below) of the Company and its subsidiaries (collectively " Eligible Persons "), to be known as the "2023 Stock Option Plan" (the " Plan "). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the Market Price prevailing on the date the option is granted less applicable discount, if any, permitted by the policies of the Exchanges and approved by the Board.

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

• 2.1 “ Board " means the Board of Directors of the Company.

2.2 " Change of Control " means the acquisition by any person or by any person and all Joint Actors, whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board.

• 2.3 “ Company " means Currie Rose Resources Inc. and its successors.

• 2.4 “ Consultant " means a "Consultant" as defined in the TSX Policy.

• 2.5 " Consultant Company " means a "Consultant Company" as defined in the TSX Policy.

• 2.6 " Disability " means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

(a) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or

• (b) acting as a director or officer of the Company or its subsidiaries.

• 2.7 " Discounted Market Price " of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSX Policy applicable to incentive stock options.

• 2.8 "Disinterested Shareholder Approval" means a majority of the votes attaching to shares voted at a meeting of shareholders of the Company, excluding the votes attaching to shares held by persons with an interest in the subject matter of the resolution, in accordance with TSX Policy.

• " Eligible Persons " has the meaning given to that term in section 1 hereof.

• 2.10 " Employee " means an "Employee" as defined in the TSX Policy.

• 2.11 " Exchanges " means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

• 2.12 " Expiry Date " means the date set by the Board under paragraph 3.1 of the Plan, as the last date on which an Option may be exercised.

• 2.13 " Grant Date " means the date specified in an Option Agreement as the date on which an Option is granted.

• 2.14 " Insider " means an "Insider" as defined in the TSX Policies included in the TSX Venture Exchange Corporate Finance Manual or as defined in securities legislation applicable to the Company.

• 2.15 " Investor Relations Service Provider " means a person as defined in the TSX Policy.

• 2.16 " Joint Actor " means a person "acting jointly or in concert" with another person as that phrase is interpreted in Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids .

• 2.17 " Management Company Employee " means a "Management Company Employee" as defined in

• the TSX Policy.

• 2.18 " Market Price " of Shares at any Grant Date means the last closing price per Share on the last day on which Shares were traded prior to the day on which the Company announces the grant of the Option or, if the grant is not announced, the last closing price of the Share before the day of grant , or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the- counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.

• 2.19 " Option " means an option to purchase Shares granted pursuant to this Plan.

• 2.20 " Option Agreement " means an agreement, in the form attached hereto as Appendix "A", whereby the Company grants to an Optionee an Option.

• 2.21 " Optionee " means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

• 2.22 " Option Price " means the price per Share specified in an Option Agreement, as adjusted from time to time in accordance with the provisions of section 5.

• 2.23 " Option Shares " means the aggregate number of Shares which an Optionee may purchase under an Option.

• 2.24 " Plan " means this 2023 Stock Option Plan.

• 2.25 " Shares " means the common shares in the capital of the Company as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

• 2.26 " Securities Act " means the Securities Act , R.S.B.C. 1996, c.418, as amended, as at the date hereof.

• 2.27 "Tier 1 Issuer" means "Tier 1 Issuer" as defined in TSX Policies.

• 2.28 " TSX Policy " means the revised TSX-V Policy 4.4 – Security Based Compensation effective November 24, 2021 and as may be amended from time to time.

• 2.29 " Unissued Option Shares " means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

• 2.30 " Vested " means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

• GRANT OF OPTIONS

3.1 Option Terms

The Board may from time to time authorize the issue of Options to Eligible Persons. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. The Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than ten (10) years after the Grant Date, subject to the operation of paragraph 4.5. Options shall not be assignable (or transferable) by the Optionee.

3.2 Previously Granted Options

In the event that on the date this Plan is implemented and effective (the " Effective Date ") there are outstanding stock options (the " Pre-Existing Options ") that were previously granted by the Company pursuant to any stock option plan in place prior to the Effective Date (a " Pre-Existing Plan "), all such Pre- Existing Options shall, effective as of the Effective Date, be governed by and subject to the terms of the respective Pre-Existing Plan.

3.3 Limits on Shares Issuable on Exercise of Options

At the time of grant of any Option, the aggregate number of Shares reserved for issuance under the Plan which may be made subject to Options at any time and from time to time (including those issuable upon the exercise of Pre-Existing Options) shall not exceed 10% of the total number of issued and outstanding Shares at any point in time, on a non-diluted basis, unless the Company and has obtained Disinterested Shareholder Approval.

The number of Shares which may be issuable under the Plan and all of the Company's other previously established or proposed share compensation arrangements, within a one-year period:

• (a) to any one Optionee, shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis, unless the Company has obtained Disinterested Shareholder Approval;

• (b) to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares, at any point in time and in any 12-month period, on a non-diluted basis; unless the Company has obtained Disinterested Shareholder Approval;

• (c) to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; and

• (d) to all Investor Relations Service Providers shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.

3.4 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. In respect of Options granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company and the Optionee are representing herein and in the applicable Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4. EXERCISE OF OPTIONS

4.1 When Options May be Exercised

Subject to paragraphs 4.3, 4.4 and 4.5, an Option may be exercised to purchase any number of Option Shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. Pacific Time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Company a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there will be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Vesting of Option Shares

The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in paragraph 3.3 hereof, all Options granted under the Plan shall vest and

become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months such that:

• (i) no more than 1/4 of the Stock Options vest no sooner than three months after the Stock Options were granted;

• (ii) no more than another 1/4 of the Stock Options vest no sooner than six months after the Stock Options were granted; (iii) no more than another 1/4 of the Stock Options vest no sooner than nine months after the Stock Options were granted; and

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

Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such Pre-Existing Options shall become Vested.

4.4 Termination of Employment

If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:

(a) Death or Disability

If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Company or to any entity controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of:

• (i) 365 days after the date of death or Disability; and

• (ii) the Expiry Date.

(b) Termination For Cause

If the Optionee ceases to be an Eligible Person as a result of "termination for cause" of such Optionee by the Company or its subsidiary (or in the case of an Optionee who is a Management Company Employee or Consultant, by the Optionee's employer), as that term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person. Notwithstanding the foregoing, the Board of Directors of the Company may, in its sole discretion if it determines such is in the best interests of the Company, extend the Expiry Date of the Option of an Optionee to a later date within a reasonable period in accordance with Exchange Policy 4.4 (Section 2.8(i)).

(d) Spin-Out Transactions

If pursuant to the operation of sub-paragraph 5.3(c) an Optionee receives options (the " New Options ") to purchase securities of another company (the " New Company ") in respect of the Optionee's Options (the " Subject Options "), the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become an Eligible Person in respect of the New Company, the date that the Subject Options expire pursuant to sub-paragraph 4.4(a), (b) or (c), as applicable; (iii) if the Optionee becomes an Eligible Person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to sub-paragraphs 4.4(a), (b) or (c)

hereof; and (iv) the date that is one (1) year after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board. Any adjustment to Stock Options granted or issued under the Plan, in connection to spin-out transaction are subject to the prior acceptance of the TSX Venture Exchange.

For purposes of this paragraph 4.4, the dates of death, Disability, termination, retirement, voluntary resignation, ceasing to be an Eligible Person and incapacity shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Optionee or his or her estate continues thereafter to receive any compensatory payments from the Company or is paid salary by the Company in lieu of notice of termination.

For greater certainty, an Option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this paragraph 4.4 occurred, shall not be or become vested or exercisable in respect of such Unissued Option Shares and shall be cancelled.

4.5 Extension of Expiry Date During Black-Out Period

If the Expiry Date in respect of any Option occurs within a trading black-out period imposed by the Company, the Expiry Date of the Option shall be automatically extended to the date that is ten (10) trading days following the end of such black-out period (the " Extension Period "); provided that if an additional black-out period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional black-out period to enable the exercise of such Options within ten (10) trading days following the end of the last imposed black-out period.

4.6 Effect of a Take-Over Bid

If a bona fide offer (an " Offer ") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of Subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchanges) all Option Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

• (a) the Offer is not completed within the time specified therein; or

• (b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of sub-paragraph (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to paragraph 4.3 shall be reinstated. If any Option Shares are returned to the Company under this paragraph 4.6, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

Any accelerated vesting of Options granted to Investor Relations Service Providers, pursuant to Section 4.6, shall be subject to the prior written approval of the Exchange.

4.7 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer, provided that any accelerated vesting of Options granted to Investor Relations Service Providers shall be subject to the prior written approval of the Exchanges.

The Board shall give each Optionee as much notice as possible of the acceleration of the Options under this paragraph, except that not less than 5 business days ’ and not more than 35 days ’ notice is required.

4.8 Compulsory Acquisition or Going Private Transaction

If and whenever, following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares of the Company pursuant to Division 6 of the Business Corporations Act (British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Shares to which such Optionee was theretofore entitled to purchase upon the exercise of his or her Options, the aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Shares to the take-over bid.

Any adjustment, other than in connection with share consolidation or split, to Stock Options granted or issued under the Plan are subject to the prior acceptance of the TSX Venture Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

4.9 Effect of a Change of Control

If a Change of Control occurs, all Option Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges, if necessary. Any accelerated vesting of Options granted to Investor Relations Service Providers, pursuant to Section 4.9, shall be subject to the prior written approval of the Exchange.

4.10 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company (including, in the case of a Management Company Employee or Consultant, termination of the company providing such management or consulting services to the Company or its subsidiary), the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.11 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

• (a) the Option Price will be adjusted to a price per Share which is the product of:

• (i) the Option Price in effect immediately before that effective date or record date; and

(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in clause (a)(ii).

5.2 Special Distribution

Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Company, other than the Shares;

(b) evidences of indebtedness;

(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or

(d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

In a circumstance where the issuance of shares would result in breaching a limit on grants provided in paragraph 3.3 or where the Company does not have sufficient shares available to satisfy the obligation in shares for any other reason, it will arrange to settle these entitlements with cash.

5.3 Corporate Organization

Whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in paragraphs 5.1 or 5.2;

(b) a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities;

(c) an arrangement or other transaction under which, among other things, the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company, or securities of another company, or both; or

(d) a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount

of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Board.

Any adjustment, other than in connection with share consolidation or split, to Stock Options granted or issued under the Plan are subject to the prior acceptance of the TSX Venture Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company's auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia or in another province where the Company operates, that the Board may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment.

6.2 Necessary Approvals

The Plan shall be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised upon the receipt of such approval. Disinterested Shareholder Approval (as required by the Exchanges) will be obtained for circumstances laid down in Sec 5.3(a) of the TSX Policy, including any reduction in the exercise price of any Option, or the extension of the term of any Option if the Optionee is an Insider of the Company at the time of the proposed amendment. The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.

6.3 Administration of the Plan

The Board shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in paragraph 5.4, the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.

6.4 Amendments to the Plan

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, the Exchanges or any other regulatory body having authority over the Company or the Plan, suspend, terminate or discontinue

the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.5 Form of Notice

A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company.

6.6 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.7 Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith. All Options are subject to the rules and regulations of the applicable regulatory authorities and securities laws.

6.8 No Assignment

No Optionee may assign any of his or her rights under the Plan or any option granted thereunder.

6.9 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).

6.10 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.11 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of British Columbia.

6.12 Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

6.13 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

APPENDIX "A"

CURRIE ROSE RESOURCES INC.

STOCK OPTION PLAN - OPTION AGREEMENT

[The following legend is required in respect of: (i) Options with an Option Price at a discount to the Market Price; or (ii) Options granted to directors, officers, promoters of the Company or consultants of the Company or persons holding securities carrying more than 10% of the voting rights and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company: Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this agreement and any securities issued upon exercise thereof 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 l , 201 l [four months and one day after the date of grant]. ]

This Option Agreement is entered into between Currie Rose Resources Inc. (the "Company") and the Optionee named below pursuant to the Company's 2023 Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:

1. on l, 20l�(the "Grant Date");

2. l�(the "Optionee");

3. was granted the option (the "Option") to purchaselCommon Shares (the "Option Shares") of the Company;

4. for the price (the "Option Price") of $lper Option Share;

5. which shall be exercisable immediately commencing on the Grant Date [OR set forth applicable vesting schedule];

6. terminating on thel, 20l(the "Expiry Date");

all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

The Optionee acknowledges that any Option Shares received by him upon exercise of the Option have not been registered under the United States Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the " Securities Acts "). The Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him or to assist him in complying with any exemption from such registration if he should at a later date wish to dispose of the Option Shares. [Following to be included in Option Agreements with "U.S. Persons" - The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form (or such other form as may be advised by counsel to the Company):

" The shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933, as amended or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to U.S. federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. " ]

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

Acknowledgement – Personal Information

The Optionee hereby acknowledges and consents to:

Signature Print Name Address

(a) the disclosure to the TSX Venture Exchange and all other regulatory authorities of all personal information of the undersigned obtained by the Company; and

(b) the collection, use and disclosure of such personal information by the TSX Venture Exchange and all other regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of thelday ofl, 20l�

Currie Rose Resources Inc

---

Per:_______ Signature Authorized Signatory

---

Print Name

---

Address

SCHEDULE “B” AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Currie Rose Resources Inc. (the “ Corporation ”) is appointed by the Board to assist the Corporation and the Board in fulfilling their respective obligations relating to the integrity of the internal financial controls and financial accounting and reporting of the Corporation.

COMPOSITION

1. The Committee shall be composed of three or more directors, as designated by the Board from time to time.

2. The Chair of the Committee (the “ Chair ”) shall be designated by the Board or the Committee from among the members of the Committee.

3. The Committee shall comply with all applicable securities laws, instruments, rules and policies and regulatory requirements (collectively “ Applicable Laws ”), including those relating to composition, independence and financial literacy. Each member of the Committee shall be independent within the meaning of National Instrument 52-110 – Audit Committees and financially literate within the meaning of Applicable Laws.

4. Each member of the Committee shall be appointed by, and serve at the pleasure of, the Board. The Board may fill vacancies in the Committee by appointment from among the members of the Board.

MEETINGS

1. The Committee shall meet at least quarterly in each financial year of the Corporation. The Committee shall meet otherwise at the discretion of the Chair, or a majority of the members of the Committee, or as may be required by Applicable Laws.

2. A majority of the members of the Committee shall constitute a quorum. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, then, at the discretion of the members then present, the quorum for the adjourned meeting shall consist of the members then present (a “ Reduced Quorum ”).

3. If and whenever a vacancy shall exist in the Committee, the remaining members of the Committee may exercise all powers and responsibilities of the Committee so long as a quorum remains in office or a Reduced Quorum is present in respect of a specific Committee meeting. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board.

4. The Committee shall hold an in-camera session without any officers present at each meeting of the Committee, unless such a session is not considered necessary by the members present.

5. The time and place at which meetings of the Committee are to be held, and the procedures at such meetings, will be determined from time to time by the Chair. A meeting of the Committee may be called by notice, which may be given by written notice, telephone, facsimile, email or other electronic communication at least 48 hours prior to the time of the meeting. However, no notice of a meeting shall be necessary if all of the members are present either in person or by means of telephone or web conference or other communication equipment, or if those absent waive notice or otherwise signify their consent to the holding of such meeting.

6. Members may participate in a meeting of the Committee by means of telephone, web conference or other communication equipment.

7. If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside. The Chair (or other Committee member, as applicable) presiding at any meeting shall not have a casting vote

8. The Committee shall keep minutes of all meetings, which shall be available for review by the Board. Except in exceptional circumstances, draft minutes of each meeting of the Committee shall be circulated to the Committee for review within 14 days following the date of each such meeting.

9. The Committee may appoint any individual, who need not be a member, to act as the secretary at any meeting.

10. The Committee may invite such other directors, officers and employees of the Corporation and such other advisors and persons as is considered advisable to attend any meeting of the Committee. For greater certainty, the Committee shall have the right to determine who shall, and who shall not, be present at any time during a meeting of the Committee.

11. Any matter to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of the Committee called for such purpose. Any action of the Committee may also be taken by an instrument or instruments in writing signed by all of the members of the Committee (including in counterparts, by facsimile or other electronic signature) and any such action shall be as effective as if it had been decided by a majority of the votes cast at a meeting of the Committee called for such purpose. In case of an equality of votes, the matter will be referred to the Board for decision.

12. The Committee shall report its determinations and recommendations to the Board

Resources and Authority

1. The Committee has the authority to

2. (a) engage, at the expense of the Corporation, independent counsel and other experts or advisors as is considered advisable;

3. (b) determine and pay the compensation for any independent counsel and other experts and advisors retained by the Committee;

4. (c) communicate directly with the independent auditor of the Corporation (the “ Independent Auditor ”);

5. (d) conduct any investigation considered appropriate by the Committee;

6. (e) request the Independent Auditor, any officer or other employee of, or outside counsel for, the Corporation to attend any meeting of the Committee or to meet with any members of, or independent counsel or other experts or advisors to, the Committee; and

7. (f) have unrestricted access to the books and records of the Corporation.

RESPONSIBILITIES

Financial Accounting, Internal Controls and Reporting Process

1. The Committee is responsible for:

2. (a) reviewing any management report on, and assessing the integrity of, the internal controls over the financial reporting of the Corporation and monitoring the proper implementation of such controls;

3. (b) reviewing and reporting to the Board on, or if mandated by the Board, approving the quarterly unaudited financial statements, management’s discussion and analysis (the “ MD&A ”), press release and other financial disclosure related thereto that is required to be reviewed by the Committee pursuant to Applicable Laws;

4. (c) reviewing and reporting to the Board on the annual audited financial statements, the MD&A, press release and other financial disclosure related thereto that is required to be reviewed by the Committee pursuant to Applicable Laws;

5. (d) monitoring the conduct of the audit function;

6. (e) discussing and meeting with, when considered advisable to do so and in any event no less frequently than annually, the Independent Auditor, the Chief Financial Officer (the “ CFO ”) and any other officer or other employee of the Corporation which the Committee wishes to meet with, to review accounting principles, practices, judgments of management, internal controls and such other matters as the Committee considers appropriate; and

7. (f) reviewing any post-audit or management letter containing the recommendations of the Independent Auditor and management’s response thereto and monitoring the subsequent follow-up to any identified weaknesses.

Public Disclosure

1. The Committee shall:

2. (a) review the quarterly and annual financial statements, the related MD&A, quarterly and annual financial reporting press releases and any other public disclosure documents that are required to be reviewed by the Committee pursuant to Applicable Laws;

3. (b) review and discuss with officers of the Corporation any guidance being provided on the expected future results and financial performance of the Corporation and provide its recommendations on such guidance to the Board; and

4. (c) review from time to time the procedures which are in place for the review of the public disclosure by the Corporation of financial information extracted or derived from the financial statements of the Corporation and periodically assess the adequacy of such procedures.

Risk Management

1. The Committee should inquire of the officers and the Independent Auditor as to the significant risks or exposures, both internal and external, to which the Corporation is subject, and review the actions which the officers have taken to minimize such risks. In conjunction with the Board, the Committee should annually review the financial risks associated with the directors’ and officers’ third-party liability insurance and other insurance of the Corporation.

Corporate Conduct

1. The Committee should ensure that there is an appropriate standard of corporate conduct relating to the internal controls and financial reporting of the Corporation.

2. The Committee should establish procedures for:

3. (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls and auditing matters; and

4. (b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Code of Business Conduct and Ethics

1. With regard to the Code of Business Conduct and Ethics of the Corporation (the “ Code ”), the Committee should:

2. (a) review from time to time and recommend to the Board any amendments to the Code and monitor the policies and procedures established by the officers of the Corporation to ensure compliance with the Code;

3. (b) review actions taken by the officers of the Corporation to ensure compliance with the Code, the results of the confirmations and the responses to any violations of the Code;

4. (c) following the receipt of any complaint submitted under the Code, the Committee shall investigate each matter and take corrective disciplinary action, if appropriate, up to and including termination of employment.

5. (d) if deemed appropriate by the Committee, investigations of suspected violations of the Code may be referred to the Corporate Governance Committee;

6. (e) monitor the disclosure of the Code, any proposed amendments to the Code and any waivers to the Code granted by the Board;

7. (f) review the policies and procedures instituted to ensure that any departure from the Code by a director or officer of the Corporation which constitutes a “material change” within the meaning of Applicable Laws is appropriately disclosed in accordance with Applicable Laws.

Whistleblower Policy

1. The Committee shall review from time to time the Whistleblower Policy of the Corporation (the “ Policy ”) to determine whether the Policy is effective in providing appropriate procedures to report violations (as defined in the Policy) or suspected violations and recommend to the Board any amendments to the Policy.

Anti-Bribery and Anti-Corruption Policy

1. The Committee shall review and evaluate the Anti-Bribery and Anti-Corruption Policy of the Corporation on an annual basis to determine whether such policy is effective in ensuring compliance by the Corporation, its directors, officers, employees, consultants and contractors with the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada) and any other similar laws applicable to the Corporation.

Independent Auditor

1. The Committee shall recommend to the Board, for appointment by shareholders, a firm of external auditors to act as the Independent Auditor and shall monitor the independence and performance of the Independent Auditor. The Committee shall arrange and attend, as considered appropriate and at least annually, a private meeting with the Independent Auditor, shall review and approve the remuneration of such Independent Auditor and shall ensure that the Independent Auditor reports directly to the Committee.

2. The Committee shall ensure that the lead audit partner at the Independent Auditor is changed every seven years.

3. The Committee should resolve any otherwise unresolved disagreements between the officers of the Corporation and the Independent Auditor regarding the internal controls or financial reporting of the Corporation.

4. The Committee should pre-approve all audit and non-audit services not prohibited by law, including Applicable Laws, to be provided by the Independent Auditor. The Chair may, and is authorized to, pre-approve non-audit services provided by the Independent Auditor up to a maximum amount of $25,000 per engagement.

5. The Committee should review the audit plan of the Independent Auditor, including the scope, procedures and timing of the audit.

6. The Committee should review the results of the annual audit with the Independent Auditor, including matters related to the conduct of the audit.

7. The Committee should obtain timely reports from the Independent Auditor describing critical accounting policies and practices applicable to the Corporation, the alternative treatment of information in accordance with International Financial Reporting Standards that were discussed with the CFO, the ramifications thereof and the Independent Auditor’s preferred treatment and should review any material written communications between the Corporation and the Independent Auditor.

8. The Committee should review the fees paid by the Corporation to the Independent Auditor and any other professionals in respect of audit and non-audit services on an annual basis.

9. The Committee should review and approve from time to time the Corporation’s hiring policy regarding partners, employees and former partners and employees of the present and any former Independent Auditor.

10. The Committee should monitor and assess the relationship between the officers of the Corporation and the Independent Auditor and monitor the independence and objectivity of the Independent Auditor.

11. The Committee shall have the authority to engage the Independent Auditor to review the unaudited interim financial statements of the Corporation.

Other Responsibilities

1. The Committee should review and assess from time to time the adequacy of this mandate and submit any proposed amendments to the Board for consideration.

2. The Committee should perform any other activities consistent with this mandate and Applicable Laws as the Committee or the Board considers advisable.

CHAIR

39. The Chair should:

• (a) provide leadership to the Committee and oversee the functioning of the Committee;

• (b) chair meetings of the Committee (unless not present), including in-camera sessions and report to the Board following each meeting of the Committee on the activities and any recommendations and decisions of the Committee and otherwise at such times and in such manner as the Chair considers advisable;

• (c) ensure that the Committee meets at least quarterly in each financial year of the Corporation and otherwise as is considered advisable;

• (d) in consultation with the Chairman of the Board (the “ Chairman ”), the Lead Director, if any, and the members of the Committee, establish dates for holding meetings of the Committee;

• (e) set the agenda for each meeting of the Committee, with input from other members of the Committee, the Chairman, the Lead Director, if any, and any other appropriate individuals;

• (f) ensure that Committee materials are available to any director upon request;

• (g) act as a liaison and maintain communication with the Chairman, the Lead Director, if any, and the Board to coordinate input from the Board and to optimize the effectiveness of the Committee;

• (h) report annually to the Board on the role of the Committee and the effectiveness of the Committee in contributing to the effectiveness of the Board;

• (i) assist the members of the Committee to understand and comply with the responsibilities contained in this mandate;

• (j) foster ethical and responsible decision making by the Committee;

• (k) review, together with the Board (unless responsibility is delegated to the Committee by the Board), in advance of public release (i) any earnings guidance, and (ii), any press release containing financial information based upon financial statements and management’s discussion and analysis that has not previously been released;

• (l) notify the sender and acknowledge receipt of a report within five business days under the Code, or as soon as possible thereafter, except where a report was submitted on a confidential, anonymous basis;

• (m) consider complaints relating to accounting matters covered by the Policy, undertake an investigation of the violation or suspected violation of the Policy as defined in the Policy and promptly report to the Committee and the Board any complaint that may have material consequences for the Corporation and, for each financial quarter of the Corporation, the Chair should, with input from the Chairman, if applicable, report to the Committee and to the Independent Auditor, the aggregate number, the nature and the outcome of the complaints received and investigated under the Policy;

• (n) together with the Corporate Governance Committee, oversee the structure, composition and membership of, and activities delegated to, the Committee from time to time;

• (o) ensure appropriate information is provided to the Committee by the officers of the Corporation to enable the Committee to function effectively and comply with this mandate;

• (p) ensure that appropriate resources and expertise are available to the Committee;

• (q) ensure that the Committee considers whether any independent counsel or other experts or advisors retained by the Committee are appropriately qualified and independent in accordance with Applicable Laws;

• (r) facilitate effective communication between the members of the Committee and the officers of the Corporation and encourage an open and frank relationship between the Committee and the Independent Auditor;

• (s) attend, or arrange for another member of the Committee to attend, each meeting of the shareholders of the Corporation to respond to any questions from shareholders that may be asked of the Committee;

• (t) in the event a Chairman is not appointed by the Board at the first meeting of the Board following the annual meeting of shareholders each year and the position of Chair of the Corporate Governance Committee is vacant, serve as the interim Chairman until a successor is appointed; and

• (u) perform such other duties as may be delegated to the Chair by the Committee or the Board from time to time.