BOLT

M E T A L S

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

with respect to the Annual General and Special Meeting of Shareholders to be held on August 7, 2025

Dated as of July 3, 2025

BOLT METALS CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the shareholders of Bolt Metals Corp. (the "Company") will be held as a virtual shareholders' meeting via live audio conference at 1-605-313-9651, access code 5608876#, on Thursday, August 7, 2025 at 11:00 AM (Pacific), for the following purposes:

to receive the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 and the report of the auditors thereon;
to fix the number of directors of the Company to be elected at the Meeting;
to elect the directors of the Company to hold office until the next annual meeting of shareholders;
to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the board of directors;
to consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing the Company to consolidate its issued and outstanding common shares on the basis of twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share, or such lesser ratio as may be determined by Board in its sole discretion and as may be permitted by applicable regulatory authorities; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

This notice is accompanied by a management information circular and form of proxy or voting instruction form, as applicable.

The board of directors of the Company has by resolution fixed the close of business on July 3, 2025 as the record date, being the date for the determination of the registered holders of the common shares of the Company entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

Registered shareholders who are unable to attend the Meeting are requested to complete, date, sign, and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. A shareholder wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must deposit his/her/its duly completed and executed form of proxy with the Company's registrar and transfer agent, Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, by mail, or by fax at 604-559-8908, or by email at [email protected], not later than 48 hours (excluding Saturdays, Sundays, and holidays) before the time of the Meeting or adjournments or postponements thereof at which the proxy is to be used.

The Company has made arrangements to hold the Meeting as a completely virtual meeting, which will be conducted via live audio conference, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors and management of the Company as well as other shareholders. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to vote at the Meeting. Beneficial shareholders (being shareholders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee, or other intermediary) who have not duly appointed themselves as proxyholders will be able to attend, but will not be able to vote at the Meeting.

As a shareholder of the Company, it is very important that you read the management information circular of the Company dated July 3, 2025 and other Meeting materials carefully. They contain important information with respect to voting your securities and attending and participating at the Meeting.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her, or it at the Meeting, may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend the Meeting as your proxy and vote your shares, including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to vote at the Meeting, you MUST identify such proxyholder on your form of proxy or voting instruction form.

DATED at Vancouver, British Columbia as of the 3rd day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“/s/ Branden Haynes”

Branden Haynes

Chief Executive Officer and Director

BOLT METALS CORP.
Management Information Circular

Unless otherwise stated, information contained herein is given as of July 3, 2025. All references to dollar amounts herein are references to Canadian dollars unless otherwise indicated.

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management information circular (the "Information Circular") is furnished in connection with the solicitation by the management of Bolt Metals Corp. (the "Company") of proxies to be voted at the annual general and special meeting (the "Meeting") of the holders (the "shareholders") of common shares of the Company ("Common Shares", "common shares" or "Shares") to be held as a virtual shareholders' meeting via audio conference at 1-605-313-9651, access code 5608876#, on Thursday, August 7, 2025 at 11:00 AM (Pacific), for the purposes set forth in the accompanying Notice of Meeting.

Unless otherwise stated, the information contained in this Information Circular is given as at July 3, 2025.

In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") the Company has delivered proxy-related materials to intermediaries to forward to Beneficial Shareholders (as defined herein). The Company does not intend to pay for intermediaries to forward to OBOs (as defined herein) under NI 54-101 the proxy-related materials. In the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

The head office of the Company is located at Suite 300, Bellevue Centre, 235-15th Street, West Vancouver, B.C, V7T 2X1 and the registered and records office at Suite 2501-550 Burrard Street, Vancouver, BC V6C 2B5.

The solicitation of proxies by management of the Company will be made primarily by mail but solicitation may be made by telephone or in person with the cost of such solicitation to be borne by the Company. While no arrangements have been made to date, the Company may contract for the solicitation of proxies for the Meeting. Such arrangements would include customary fees which would be borne by the Company.

Appointment of Proxyholder

The persons named in the enclosed form of proxy for the Meeting are officers of the Company and nominees of management. A registered shareholder has the right to appoint some other person or company, who need not be a shareholder, to represent such registered shareholder at the Meeting by striking out the names of the persons designated in the accompanying form of proxy and by inserting the name of that other person or company in the blank space provided. If a registered shareholder appoints one of the persons designated in the accompanying form of proxy as a nominee and does not direct the said nominee to vote either "For," "Against," or "Withhold," as applicable, from voting on a matter or matters with respect to which an opportunity to specify how the Shares registered in the name of such registered shareholder shall be voted, the proxy shall be voted "For" such matter or matters.

The instrument appointing a proxyholder must be in writing and signed by the registered shareholder, or such registered shareholder's attorney authorized in writing, or if the registered shareholder is a corporation, by the authorized representative or a duly authorized person on behalf of such corporation. An undated but executed proxy will be deemed to be dated the date of the mailing of the proxy. In order for a proxy to be valid, a registered shareholder must:

a. sign and print his or her name on the lines specified for such purpose at the bottom of the form of proxy; and

b. return the properly executed and completed form of proxy by mailing it or delivering it by hand in the appropriate enclosed return envelope addressed to Endeavor Trust Corporation ("Endeavor"),

to be received no later than 48 hours (excluding Saturdays, Sundays, and holidays) before any adjournment(s) of the Meeting, unless the Chair of the Meeting elects to exercise their discretion to accept proxies received subsequently.

Revocation of Proxy

A registered shareholder may revoke a proxy by delivering a signed instrument in writing executed by such registered shareholder or by the registered shareholder's attorney authorized in writing or, where the registered shareholder is a corporation, by a duly authorized officer or attorney of such corporation, either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, with the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or before any vote in respect of which the proxy is to be used shall have been taken, or in any other manner permitted by law.

Voting of Proxies

A registered shareholder may direct the manner in which his or her Shares are to be voted or withheld from voting in accordance with the instructions of the registered shareholder by marking the form of proxy accordingly. The management nominees designated in the enclosed form of proxy will vote the Shares represented by proxy in accordance with the instructions of the registered shareholder on any resolution that may be called for and if the registered shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Where no choice is specified with respect to any resolution or in the absence of certain instructions, the Shares represented by a proxy given to management will be voted "For" the resolution. If more than one direction is made with respect to any resolution, such Shares will similarly be voted "For" the resolution.

Exercise of Discretion by Proxyholders

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the proxyholders named therein with respect to amendments or variations of matters identified in the accompanying Notice of Meeting, and other matters not so identified which may properly be brought before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations, or other matters to come before the Meeting. If any amendment or variation or other matter comes before the Meeting, the persons named in the proxy will vote in accordance with their judgement on such amendment, variation, or matter.

VOTING BY BENEFICIAL SHAREHOLDERS

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

Persons who hold Shares through their brokers, agents, trustees, or other intermediaries (such shareholders, "Beneficial Shareholders") should note that only proxies deposited by registered shareholders whose names appear on the share register of the Company may be recognized and acted upon at the Meeting. If Shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Company. Such Shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such Shares will be registered in the name of "CDS & Co.", the registration name of CDS Clearing and Depository Services Inc. which acts as a nominee for many brokerage firms. Shares held by brokers, agents, trustees, or other intermediaries can only be voted by those brokers, agents, trustees, or other intermediaries in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the request for voting instructions ("VIF") provided with this Information Circular and ensure they communicate how they would like their Shares voted in accordance with those instructions.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs". In accordance with the requirements of NI 54-101, the Company has delivered proxy-related materials to intermediaries to forward to Beneficial Shareholders. The Company does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials. In the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

Generally, a Beneficial Shareholder who has not waived the right to receive Meeting materials will either:

a. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile with a stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Shareholder and must be completed, but not signed, by the Beneficial Shareholder and deposited with Endeavor; or
b. more typically, be given a VIF which is not signed by the intermediary and which, when properly completed and signed by the Beneficial Shareholder and returned to the intermediary or its service Company, will constitute voting instructions which the intermediary must follow.

VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Shares which they beneficially own. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their broker, agent, trustee, or other intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for a registered shareholder and vote Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting or have someone else attend on their behalf, and indirectly vote their Shares as proxyholder for the registered shareholder, should contact their broker, agent, trustee, or other intermediary well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Shares as a proxyholder.

If you are a Beneficial Shareholder, and the Company or its agent has sent these materials 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 on your behalf. Please return your voting instructions as specified in the VIF.

ACCESSING AND VOTING AT THE VIRTUAL MEETING

Registered shareholders may vote at the Meeting, as further described below. See "How do I attend and participate at the Meeting?"

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. This is because the Company and its transfer agent do not have a record of the Beneficial Shareholders of the Company, and as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the VIF sent to you, and you must follow all of the applicable instructions provided by your intermediary. See "Appointment of a Third Party as Proxy" and "How do I attend and participate at the Meeting?"

Appointment of a Third Party as Proxy

The following applies to shareholders who wish to appoint a person (a "third-party proxyholder") other than the management nominees set forth in the form of proxy or VIF as proxyholder, including Beneficial Shareholders who wish to appoint themselves as proxyholder to vote at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or VIF (as applicable) appointing such third-party proxyholder.

To appoint a third-party proxyholder, insert such person's name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting such form of proxy or VIF. If you are a Beneficial Shareholder located in the United States, you must also provide Endeavor with a duly completed legal proxy if you wish to vote at the Meeting, or if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary, AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading "How do I attend and participate at the Meeting?"

Legal Proxy – US Beneficial Shareholders

If you are a Beneficial Shareholder located in the United States and wish to vote at the Meeting, or if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under "How do I attend and participate at the Meeting?", you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Endeavor.

How do I attend and participate at the Meeting?

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via audio conference. Shareholders will not be able to attend the Meeting in person.

Registered shareholders and duly appointed proxyholders will be able to vote at the Meeting at 1-605-313-9651, access code 5608876#. In order to vote at the Meeting, shareholders must submit their proxy or VIF (as applicable) appointing their proxyholder.

SECURITIES ENTITLED TO VOTE

As of July 3, 2025 (the "Record Date"), the authorized share capital of the Company consists of an unlimited number of Common Shares without par value of which 51,521,594 Common Shares are issued and outstanding. Each shareholder is entitled to one vote for each Common Shares registered in his, her, or its name at the close of business on the Record Date, the date fixed by the board of directors of the Company (the "Board") as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting.

The failure of any shareholder to receive notice of the Meeting does not deprive a shareholder of the entitlement to vote at the Meeting. Every shareholder of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment thereof, except to the extent that:

a. such shareholder has transferred the ownership of any of their Shares after the Record Date; and
b. the transferee of those Shares produces properly endorsed share certificates, or otherwise establishes that they own the Shares, and demands, not later than 10 days before the Meeting, that their name be included in the list of shareholders entitled to vote at the Meeting, in which case the transferee is entitled to vote those Shares at the Meeting.

QUORUM

The quorum for the transaction of business at a meeting of shareholders is two (2) or more shareholders are present in person or by proxy.

No business may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, including the report of the auditors thereon, will be tabled at the Meeting and received by the shareholders. These audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, and the report of the auditors thereon, and the related management's discussion and analysis, are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Fixing the Number of Directors

At the Meeting, the shareholders will be asked to fix the number of directors of the Company to be elected at 3 members. Approval of the number of directors will require the affirmative votes of the holders of not less than a simple majority of the votes cast in respect thereof by shareholders represented at the Meeting. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of fixing the number of directors at 3.

Election of Directors

Advance Notice

The Company's articles (the "Articles") provide for advance notice (the "Advance Notice") to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporation's Act (British Columbia) (the "BCBCA") or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA.

The purpose of the Advance Notice is to ensure that all shareholders - including those participating in a meeting by proxy - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders, and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

The foregoing is merely a summary of the Advance Notice provisions in the Articles, is not comprehensive, and is qualified by the full text of the Articles, which are available under the Company's SEDAR+ profile at www.sedarplus.ca.

As of the date of the Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice.

Nominees

The persons named below are the nominees of management for election as directors. The term of office of each of the present directors expires at the Meeting. Management of the Company proposes to nominate the persons named below for election as directors of the Company at the Meeting, to serve until the next annual meeting of the shareholders of the Company, unless their office is earlier vacated. All of the nominees are currently members of the Board.

Approval of the election of directors will require the affirmative votes of the holders of not less than a simple majority of the votes cast in respect thereof by shareholders represented at the Meeting. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the election, as directors, of the nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected.

As a group, the proposed directors beneficially own, or control or direct, directly or indirectly, a total of Nil Common Shares, representing Nil% of the Common Shares outstanding.

Name, Province or State and Country of Residence, Position	Principal Occupation or Employment for the Past Five Years	Director Since	Number of Securities Beneficially Owned or Controlled^{3}
HAYNES, Branden^{2}
British Columbia, Canada
Chief Financial Officer and Proposed Director	See “Details of Directors Not Previously Elected by a Shareholder Vote” below	September 4, 2024	Nil
0.00%
PAGE, William^{2}
London, United Kingdom
CFO, Corporate Secretary and Proposed Director	See “Details of Directors Not Previously Elected by a Shareholder Vote” below	November 4, 2024	Nil
0.00%
CLARK, J. Garry^{1,2}
Ontario, Canada
Director	Principal of Clark Exploration Consulting Inc.
January 2000 to present.	October 23, 2017	Nil
0.00%

Notes:
1) Independent Director.
2) Member of the Audit Committee.
3) Based on 51,521,594 Common Shares issued and outstanding as of the Record Date.

The information as to residence, principal occupation, and number of Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been taken from the System for Electronic Disclosure by Insiders (SEDI) or furnished by the respective nominees as of the Record Date.

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Branden Haynes

Mr. Haynes has over 20-years of experience as an entrepreneur and capital markets professional, successfully raising funds for microcap companies across diverse industries with a focus on mineral exploration. Mr. Haynes was most recently CEO of Aeonian Resources Ltd. where he was responsible for raising initial seed capital to advance Aeonian's Koocanusa Copper Project, and spearheading its RTO and public listing. Mr. Haynes was previously CEO and founder of Hawkmoon Resources Corp. (CSE:HM) where he guided the company to an initial public offering, property acquisition, and completion of two successful diamond drill programs at Hawkmoon's, Wilson Gold Project.

Mr. William Page

Mr. Page is an accomplished finance professional recognized for his expertise on the buy side. He has a robust background and specializes in financial modeling, market and investment research, and investment due diligence. His career highlights include a proven track record in credit underwriting and adept relationship management skills, which have been pivotal in fostering enduring partnerships. Mr. Page has successfully passed all three CFA exams and is currently working towards earning the CFA designation.

Biographies

The following are brief profiles of those proposed nominees who have previously been elected by a shareholder vote, including a description of each individual's principal occupation within the past five (5) years.

Mr. J. Garry Clark

Mr. Garry Clark graduated with an H.B.Sc (Geology) from Lakehead University, Thunder Bay, Ontario. Mr. Clark is a Professional Geologist registered with the Association of Professional Geoscientists of Ontario. After University he held various exploration Geological positions with Major and Junior explorers. In the late 1980's Mr. Clark began his consulting career and today operates as Clark Exploration. Clark Exploration is a full-service consulting group that offers services to clients worldwide. Projects have been completed in Africa, United States, Europe, Finland, Mongolia, China and Canada. Previous exploration projects have included gold, base metals, PGE's, REE's, diamonds, cobalt and industrial minerals. Mr. Clark presently is a director or advisor with five listed junior explorers operating in Canada, Europe and the United States. Mr. Clark is a member of various audit and compensation committees. He continues to consult with projects across Canada and overseas. Through teamwork with geologists and Directors, Mr. Clark has been involved in various exploration successes:

Hammond Reef in Ontario Canada Ore Deposit (estimate 3.3 million ounces gold)
New Gold Riny River in Ontario, Canada Operating Mine (2.0 million ounces gold)
Iron Creek Copper -Cobalt Deposit, Idaho USA (estimated 92 million pounds copper and 39.4 pounds Cobalt)
East Bull PGE project Ontario Canada (estimated 1.0 million ounces Palladium equivalent)

Mr. Clark serves on various committees and boards that support mineral explorers as a Director of the Ontario Prospectors Association (since 2000). These Provincial and National committees lobby to maintain a safe and compelling environment for the Exploration of Ontario. Mr. Clark received the King Charles III Coronation Metal April, 2025, for his devotion to the Mineral Exploration of Ontario over the last 25 years.

Cease Trade Orders and Conflicts of Interest

To the knowledge of the Company, no proposed director of the Company is, as at the date of this Circular, or was within ten (10) years before the date of this Circular, a director, CEO or CFO of any company that:

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

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

To the knowledge of the Company, there are no known existing or potential material conflicts of interest between the Company or a subsidiary of the Company and any proposed director or executive officer of the Company as of the date thereof.

Bankruptcies

To the knowledge of the Company, no proposed director:

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

(b) has, within the ten 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.

Penalties or Sanctions

To the best of the Company's knowledge, no proposed director has been subject to:

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

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

Ownership by Principal Shareholders

To the Company's knowledge, as of July 3, 2025, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

"CEO" means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

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

(a) a CEO;

(b) a CFO;

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

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

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Compensation Discussion and Analysis

The Company operates in a dynamic and rapidly evolving market. To succeed in this environment and to achieve its business and financial objectives, the Company must attract, retain, and motivate a highly talented team of executive officers. The Company expects its team of executive officers to possess and demonstrate strong leadership and management capabilities, as well as foster a pioneering culture, which is at the foundation of the Company's success and remains a pivotal part of everyday operations. The Board is responsible for assisting the Company in fulfilling its governance and supervisory responsibilities, and overseeing the human resources, succession planning, and compensation policies, processes, and practices. The Board is also responsible for ensuring that the compensation policies and practices provide an appropriate balance of risk and reward consistent with the risk profile. The Company has adopted a written charter for the Board setting out its responsibilities for administering the compensation programs and reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to the directors and officers. The Board's oversight includes reviewing objectives, evaluating performance, and ensuring that total compensation paid to the executive officers and various other key employees is fair, reasonable, and consistent with the objectives of the philosophy and compensation program.

The Board is required to evaluate the Company's compensation programs as circumstances require and on an annual basis. As part of this evaluation process, the Board is guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to the Company if it were required to find a replacement for a key employee.

The Company's compensation practices are designed to retain, motivate, and reward its executive officers for their performance and contribution to the Company's long-term success, while recognizing that a focus on non-cash incentives is appropriate, given the Company's current stage of development. The Board seeks to reward the achievement of corporate and individual performance objectives and to align executive officers' incentives with the Company's performance. Although as of the date of this Information Circular, the Company's directors have not tied the compensation of its NEOs to the achievement of specific performance goals, they regularly discuss milestones in relation to the Company's project development activities and intend to incorporate performance-based incentives using the Plan (defined below).

In order for the Company to achieve its growth objectives, attracting and retaining the right team members is critical. Having a considered compensation plan that attracts high performers and compensates them for continued achievements is a key component of this strategy. The Company's Named Executive Officers (as that term is defined below) will be invited to participate in the Plan, driving retention and ownership. Communicating clear and concrete criteria for merit-based increases and bonuses will also motivate the entire team to achieve individual and corporate goals.

No risks arising from the Company's compensation policies and practices have been identified that are reasonably likely to have a material adverse effect on the Company. No NEOs (as that term is defined below) or directors are permitted to purchase financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a NEO or director.

Elements of Compensation

The Company's executive compensation consists primarily of two elements: (a) base salary; and (b) short-term, long-term and bonus incentives. The Company believes that providing competitive overall compensation enables the Company to attract and retain qualified executives. The compensation is set so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size and stage of development, having similar assets, number of employees and market capitalization; the peer group the Company uses to determine compensation consists of First Cobalt Corp., Jervois Mining Ltd., Nickel 28 Capital Corp., and Battery Mineral Resources Corp.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

During the financial year ended December 31, 2024, the Company had four NEOs, being: Mr. Branden Haynes, the Company's CEO, Mr. Ranjeet Sundher, the Company's former CEO, Mr. William Page, the Company's CFO, and Mr. Steven Vanry, the Company's former CFO.

The following table summarizes the compensation paid to the directors and NEOs of the Company for the last two completed financial years:

Table of compensation excluding compensation securities
Name and position^{1}	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Branden Haynes^{2, 11}
Chief Executive Officer and Director	2024	20,500	Nil	Nil	Nil	Nil	20,500
	2023	N/A	N/A	N/A	N/A	N/A	N/A
William Page^{3, 11}
Chief Financial Officer, Corporate Secretary and Director	2024	8,400	Nil	Nil	Nil	Nil	8,400
	2023	N/A	N/A	N/A	N/A	N/A	N/A
J. Garry Clark^{4, 11}
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Ranjeet Sundher^{5}
Former Director, CEO and President	2024	135,754^{6}	Nil	Nil	Nil	Nil	135,754^{6}
	2023	202,727^{6}	Nil	Nil	Nil	Nil	202,727^{6}
Steve Vanry^{7}
Former Director, CFO and Corporate Secretary	2024	45,000^{8}	Nil	Nil	Nil	Nil	45,000^{8}
	2023	87,000^{8}	Nil	Nil	Nil	Nil	87,000^{8}
Sean Bromley^{9}
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil

| Geoffrey Fielding^{10}
Former Director | 2023 | 4,500 | Nil | Nil | Nil | Nil | 4,500 |
| --- | --- | --- | --- | --- | --- | --- | --- |

Notes:
1. If an individual is an NEO and a director, both positions have been listed.
2. Mr. Branden Haynes was appointed as CEO and a Director on September 4, 2024.
3. Mr. William Page was appointed as CFO and Corporate Secretary on June 18, 2024 and a Director on November 4, 2024.
4. Mr. J. Garry Clark was appointed as a Director on October 23, 2017.
5. Mr. Ranjeet Sundher was appointed as CEO and a Director on October 23, 2017 and resigned from all positions on September 4, 2024.
6. The table above reflects compensation paid to 1323552 B.C. Ltd., a company controlled by Mr. Sundher. The Company did not allocate compensation separately between Mr. Sundher's roles as CEO and a Director, as services were provided under the Sundher Agreement, defined under "Employment, Consulting and Management Agreements – The Sundher Agreement".
7. Mr. Steve Vanry was appointed as CFO and a Director on April 24, 2017 and as Corporate Secretary on April 26, 2019. Mr. Vanry resigned from all positions on June 18, 2024.
8. The table above reflects compensation paid to 677185 B.C. Ltd.; a company controlled by Mr. Steve Vanry. The Company did not allocate compensation separately between Mr. Vanry's roles as Director, CFO and Corporate Secretary, as services were provided under the Vanry Agreement, defined under "Employment, Consulting and Management Agreements – The Vanry Agreement".
9. Mr. Sean Bromley was appointed as Director on October 23, 2017 and resigned on November 4, 2024.
10. Mr. Geoffrey Fielding was appointed as Director on July 5, 2018 and was not re-elected as a Director at the Company's last AGSM held on June 18, 2024.
11. Mr. Branden Haynes, Mr. William Page and Mr. J. Garry Clark are the members of the Audit Committee.

Other than as set forth in the foregoing table, the named executive officers and directors have not received, during the most recently completed financial year, compensation pursuant to any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments, any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or any arrangement for the compensation of directors for services as consultants or experts.

External Management Companies

The Company has not entered into any understanding, arrangement or agreement with any external management companies.

Stock Options and Other Compensation Securities

Compensation Securities

The below table discloses all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class^{1}	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 underlying security at year end ($)	Expiry date
Branden Haynes
Chief Executive Officer and Director	Stock options	250,000^{3, 4}	December 23, 2024	0.11^{2}	0.10^{2}	0.10^{2}	December 23, 2029

| William Page
Chief Financial Officer, Corporate Secretary and Director | Stock options | 250,000^{3, 5} | December 23, 2024 | 0.11^{2} | 0.10^{2} | 0.10^{2} | December 23, 2029 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| J. Garry Clark
Director | Stock options | 250,000^{3, 6} | December 23, 2024 | 0.11^{2} | 0.10^{2} | 0.10^{2} | December 23, 2029 |
| Ranjeet Sundher
Former Director, CEO and President | N/A | N/A^{7} | N/A | N/A | N/A | N/A | N/A |
| Steven Vanry
Former Director, CFO and Corporate Secretary | N/A | N/A^{8} | N/A | N/A | N/A | N/A | N/A |
| Sean Bromley
Former Director | N/A | N/A^{9} | N/A | N/A | N/A | N/A | N/A |
| Geoffrey Fielding
Former Director | N/A | N/A^{10} | N/A | N/A | N/A | N/A | N/A |

As of December 31, 2024, there were 36,021,412 common shares issued and outstanding. 1,500,000 Restricted Shares Units were awarded during the financial year ended December 31, 2024. 2,300,000 Stock Options were awarded during the financial year ended December 31, 2024. For the financial year ended December 31, 2024, Stock Options were the only compensation security that was issued by the Company to the named individuals in the table.
Reflects the closing price per Common Share (into which each stock option may be exercised) on the Canadian Securities Exchange on the relevant date.
25% of the stock options vested immediately upon grant, with the remaining 75% vesting in equal tranches of 25% every three (3) months thereafter.
As of December 31, 2024, Mr. Branden Haynes held 250,000 stock options.
As of December 31, 2024, Mr. William Page held 250,000 stock options.
As of December 31, 2024, Mr. J. Garry Clark held 250,000 stock options.
Mr. Ranjeet Sundher was not granted any compensation securities in the year ended December 31, 2024.
Mr. Steven Vanry was not granted any compensation securities in the year ended December 31, 2024.
Mr. Sean Bromley was not granted any compensation securities in the year ended December 31, 2024.
Mr. Geoffrey Fielding was not granted any compensation securities in the year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any Directors or Named Executive Officers of the Company during the financial year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

The Company has adopted an equity incentive plan (the "Plan") which was approved by the Board on May 3, 2024 and approved by shareholders on June 18, 2024.

The Plan is a "rolling" plan that reserves for issuance a number of common shares equal to up to 20% of the Company's issued and outstanding common shares at the time of any grant, less any shares reserved for issuance under any other security-based compensation arrangements. The Plan provides for the grant of stock options ("Options"), restricted share units ("RSUs"), and deferred share units ("DSUs") to directors, officers, employees and consultants of the Company and its affiliates.

The purpose of the Plan is to attract, retain and motivate qualified persons and to align their interests with those of shareholders by providing them with the opportunity, through share-based compensation, to participate in the future success of the Company.

Key terms of the Plan include:

Options: Exercise price must not be less than the fair market value on the date of grant. Unless otherwise determined by the Board, options vest twenty five percent (25%) every six (6) months and expire five (5) years from the date of grant. The Plan allows for a cashless exercise feature and provides for accelerated vesting upon a change of control.
RSUs: RSUs may be granted with time- or performance-based vesting, as determined by the Board. Upon vesting, shares are issued for no additional consideration. Participants may elect to defer settlement to a later date, subject to Plan terms.
DSUs: DSUs may be granted to non-executive directors and are settled in shares upon the individual ceasing to serve as a director. Deferred settlement is permitted under certain conditions.

Under CSE Policy, within three (3) years after institution and within every three (3) years thereafter, a listed issuer must obtain security holder approval for an evergreen plan (also known as a rolling plan) in order to continue to grant awards. In the case of the Company, the last time shareholders approved the Plan was on June 18, 2024, and therefore the Company will be required to seek shareholder re-approval of the Plan on or before June 18, 2027.

The Plan includes provisions for adjustments in the event of share reorganizations or corporate transactions, and contains standard provisions relating to termination of employment, blackout periods, and compliance with applicable securities laws and stock exchange policies.

Employment, Consulting and Management Agreements

The Company has entered into various consulting, and management agreements, both written and verbal, with its directors, NEOs, and service providers. The following summarizes the material terms of these agreements, including compensation structure, termination provisions, and any applicable change of control or severance entitlements.

The Haynes Agreement

The Company is party to a consulting agreement with Mr. Branden Haynes, who serves as Chief Executive Officer of the Company. The agreement was entered into on August 15, 2024, and became effective on September 1, 2024 (the "Haynes Agreement"). Under the terms of the Haynes Agreement, Mr. Haynes is paid a consulting fee of $5,000 per month, plus applicable GST. Mr. Haynes may be granted equity-based awards, including stock options, RSUs, and/or DSUs as determined appropriate by the Board of Directors from time to time. Mr. Haynes is eligible to receive a discretionary annual bonus, also subject to Board approval.

The Haynes Agreement does not include specific provisions relating to change of control, severance, or constructive dismissal beyond the terms set out in the probationary and termination clauses. Accordingly, no incremental payments would be contractually triggered in such scenarios outside of those terms.

Mr. Haynes is considered a related party of the Company due to his role as Chief Executive Officer.

The Page Agreement

Mr. William Page, who has served as Chief Financial Officer and Corporate Secretary of the Company since June 18, 2024 and a Director since November 4, 2024, provides executive services to the Company under a written consulting agreement dated June 18, 2024 (the "Page Agreement"). Pursuant to the Page Agreement, Mr. Page receives compensation of $1,000 per month plus GST. In addition to the monthly payments, Mr. Page may receive equity-based compensation, including stock options, RSUs, and/or DSUs, and may also be awarded a discretionary annual bonus, each as determined appropriate by the Board of Directors from time to time.

The Page Agreement was initially entered into for a one-month term, and automatically renews on a month-to-month basis unless terminated. Either party may terminate the agreement on one month's prior written notice. The agreement also includes a right of termination for material breach if not cured within 15 days of written notice.

There are no provisions in the Page Agreement relating to severance, change of control, or constructive dismissal. Accordingly, no incremental payments would be contractually triggered in such scenarios outside of the general termination rights described above.

Mr. Page is considered a related party of the Company due to his role as Chief Financial Officer, Corporate Secretary and a Director of the Company.

The Sundher Agreement

Mr. Ranjeet Sundher, who served as President and Chief Executive Officer of the Company until his resignation on September 4, 2024, provided services under a verbal consulting arrangement through 1323552 B.C. Ltd. (the "Sundher Agreement"). The arrangement was amended in October 2021 to reflect the provision of services through this corporate entity. Pursuant to the Sundher Agreement, Mr. Sundher received compensation of USD $12,500 per month and was eligible for incentive bonuses and participation in the Company's stock option plan, as determined by the Board.

The Sundher Agreement could be terminated by either Mr. Sundher or the Company upon reasonable notice. There were no written provisions addressing severance, change of control, or constructive dismissal. As such, no incremental payments were contractually triggered upon his resignation.

Mr. Sundher was considered a related party of the Company due to his role as President and Chief Executive Officer.

The Vanry Agreement

Mr. Steve Vanry, who served as Chief Financial Officer of the Company until his resignation on June 18, 2024, provided services under a verbal consulting arrangement through 677185 B.C. Ltd. (the "Vanry Agreement"). Pursuant to the Vanry Agreement, Mr. Vanry received compensation of $7,250 per month and was eligible for incentive bonuses and participation in the Company's stock option plan, as determined by the Board.

The Vanry Agreement could be terminated by either Mr. Vanry or the Company upon reasonable notice. There were no written provisions addressing severance, change of control, or constructive dismissal. As such, no incremental payments were contractually triggered upon his resignation.

Mr. Vanry was considered a related party of the Company due to his role as Chief Financial Officer.

The Bromley Agreement

Mr. Sean Bromley served as a director of the Company pursuant to a verbal agreement (the "Bromley Agreement"). The Bromley Agreement ended on November 4, 2024 when Mr. Bromley resigned as a director of the Company. Mr. Bromley did not receive any compensation for his role as a director, and there was no written agreement in place outlining specific terms of service. There were no provisions relating to severance, change of control, or constructive dismissal, and no incremental payments would be contractually triggered in such scenarios.

Mr. Bromley was considered a related party of the Company due to his role as a director.

The Fielding Agreement

Mr. Geoffrey Fielding served as a director of the Company pursuant to a verbal agreement (the "Fielding Agreement"). The Fielding Agreement ended on June 18, 2024. Mr. Fielding did not receive any compensation for his role as a director, and there was no written agreement in place outlining specific terms of service. There

were no provisions relating to severance, change of control, or constructive dismissal, and no incremental payments would be contractually triggered in such scenarios.

Mr. Fielding was considered a related party of the Company due to his role as a director.

Oversight and Description of Named Executive Officer and Director Compensation

The Company's Board of Directors is responsible for the oversight and implementation of compensation for the Company's executive officers and directors. The Company does not have a formal compensation committee. However, the Board, as a whole, reviews and determines the compensation arrangements for executive officers and directors on at least an annual basis and as otherwise required.

The Company's compensation philosophy is designed to attract, retain and motivate executive officers and key personnel in order to align their interests with the long-term success of the Company and the enhancement of shareholder value. The Board considers a variety of factors when determining executive compensation, including individual performance, corporate performance, market conditions, compensation levels at comparable companies, and the Company's financial resources and stage of development.

Executive compensation may consist of a combination of base salary or consulting fees, performance-based cash bonuses (if applicable), and equity-based compensation pursuant to the Company's Equity Incentive Plan, which may include stock options, restricted share rights, or deferred share units. The Board believes that the granting of equity incentives aligns the interests of executives with shareholders by tying a portion of compensation to the long-term performance of the Company's shares.

Director compensation is reviewed separately by the Board and typically consists of cash retainers and/or equity-based awards. Directors may also be reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof.

The Company does not use formal benchmarks or peer group analyses to determine compensation levels but may consider general industry practices and the experience and qualifications of its executive team in assessing appropriate compensation levels.

Pension Disclosure

As at the year ended December 31, 2024 and to the date of this Statement of Executive Compensation, the Company did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans for its NEOs, directors or officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Company's most recently completed financial year ended December 31, 2024 with respect to the Plan, which as at the date of this Information Circular is the only compensation plan under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)	Weighted-average exercise price of outstanding options, warrants, and rights (b)	Number of securities remaining available for future issuance under equity compensation plans, excluding securities reflected in column (a) (c)¹
Equity compensation plans approved by securityholders	2,300,000	$0.11	8,004,319
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	2,300,000	$0.11	8,004,319

Notes:
1. The Plan provides that the aggregate number of securities reserved for issuance under the Plan may not exceed 20% of the issued and outstanding shares of the Company at the time of granting the options. As at the Record Date, there were 51,521,594 Common Shares issued and outstanding.

A description of the material terms and features of the Plan is provided under the heading “Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans” within this Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, or employee of the Company or any of its subsidiaries is, as at the date of this Information Circular, indebted to the Company in connection with the purchase of Shares or for any other reason, and no such person's indebtedness to any other entity is the subject of a guarantee, support agreement, or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, to the best of the Company’s knowledge, since the commencement of the Company’s most recently completed financial year, no informed person of the Company, proposed nominee for director, or any associate or affiliate of an informed person or proposed nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries. For the purposes of this Information Circular, an “informed person” of the Company means:

(a) a director or executive officer of the Company;

(b) a director or executive officer of a person or Company that is itself an informed person or subsidiary of the Company;

(c) any person or Company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or Company as underwriter in the course of a distribution; and

(d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its Shares.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board does not currently have any other committees other than the Audit Committee.

Audit Committee

The members of the Audit Committee are J. Garry Clark (Chair), Branden Haynes, and William Page. Mr. Clark is considered an independent director for the purposes of National Instrument 52-110 – Audit Committees ("NI 52-110"). Mr. Haynes and Mr. Page are not considered independent for the purposes of NI 52-110.

As the Company is a "venture issuer" as defined in NI 52-110, it is exempt from the requirement that all members of the audit committee be independent and financially literate. Accordingly, the Company is relying on the exemption in section 6.1 of NI 52-110.

Each member of the Audit Committee is considered financially literate, possessing the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those that can reasonably be expected to be raised by the Company's financial statements.

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

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member is described under the section entitled "Particulars of Matters to be Acted Upon – Election of Directors – Biographies" and "Particulars of Matters to be Acted Upon – Election of Directors – Details of Directors Not Previously Elected by a Shareholder Vote" in this Information Circular.

The members of the Audit Committee are appointed annually by the Board at its first meeting following the annual meeting of shareholders, to serve until the next annual meeting or until their successors are appointed. There are no limits on the number of consecutive terms an Audit Committee member may serve.

The full text of the Audit Committee's Charter is attached as Appendix "A" to this Information Circular.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in sections 2.4 (De Minimis Non-audit Services), 3.2 (Initial Public Offerings), 3.4 (Events Outside Control of Member), 3.5 (Death, Disability or Resignation of Audit Committee Member) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exception Circumstances) of NI 52-110.

Reliance on Section 3.8

At no time since the commencement of our most recently completed financial year, have we relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Reliance on Section 6.1

Pursuant to section 6.1 of NI 52-110, as a venture issuer we are relying on the exemption from the audit committee composition requirements and certain reporting obligations found in Parts 3 and 5 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter under the heading “External Auditors - External Auditor Service Fees”.

Fees Paid to Auditors and their Independence from the Company

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit, audit-related, tax, and all other fees are as follows:

Financial Year Ending	Audit Fees^{1}	Audit Related Fees^{2}	Tax Fees^{3}	All Other Fees^{4}
2024	$32,000	Nil	$9,500	Nil
2023	$35,000	Nil	$10,000	Nil

Notes:

1) “Audit Fees” include fees necessary to perform the annual audit of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings, and statutory audits.

2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, and audit or attest services not required by legislation or regulation.

3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees.” This category includes fees for tax compliance, tax planning, and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4) “All Other Fees” include all other non-audit services.

In the event the Company wishes to retain the services of the Company’s external auditors for any non-audit services, prior approval of the Audit Committee must be obtained. All of the engagements and fees for the years ended December 31, 2024 and 2023 were pre-approved and ratified by the Audit Committee. The Audit Committee reviews with its auditors whether the non-audit services to be provided are compatible with maintaining the auditor’s independence.

CORPORATE GOVERNANCE

The Company’s Board and executive officers consider good corporate governance to be an important factor in the efficient and effective operation of the Company.

Board of Directors

The Board is currently composed of three directors: Branden Haynes, J. Garry Clark and William Page.

National Policy 58-201 – Corporate Governance Guidelines suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. Of the proposed nominees for directors of the Company, one (J. Garry Clark) is considered by the Board to be “independent” within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices, and two nominees (Branden Haynes and William Page) are considered to be “non-independent.” Branden Haynes is not an independent director as he serves as Chief Executive Officer. William Page is not an independent director as he serves as Chief Financial Officer.

In order to ensure that the Board exercises independent judgment in carrying out its responsibilities, the independent members of the Board meet without the presence of the non-independent directors and management, known as "in-camera" meetings, before or after every regularly scheduled meeting and at such other times as they deem appropriate.

The Board has not appointed a compensation committee; rather management of the Company is responsible for making recommendations to the Board with respect to compensation for the directors and the CEO. The Board has the ability to adjust and approve such compensation.

Position Descriptions

The Chair of the Board has the following key responsibilities: duties relating to setting Board meeting agendas; chairing Board and shareholders meetings; director development; and communicating with shareholders and regulators.

The Board has adopted a written position description for the Chair of the Audit Committee. Each position description sets out the committee chair's key responsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings, and working with the applicable committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

The activities of the executive officers are subject to the overriding supervision and direction of the Board.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company's documents.

The Company has not adopted formal policies respecting continuing education for Board members. Board members are encouraged to communicate with management, legal counsel, auditors, and 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 Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the BCBCA and the common law, and the restrictions placed by the BCBCA on an individual director's participation in decisions of the Board in which the director has an interest, have helped to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company, and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Company also serves as a director or officer of another company engaged in similar business activities to the Company, that director must comply with the conflict-of-interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

Further, the Company has a code of business conduct and ethics (the "Code") that applies to the Company's directors, officers, and employees. The Code does not address every possible business scenario, but rather, sets out key guiding principles of integrity to which Company personnel are expected to adhere in all matters. These principles include, but are not limited to, honest and ethical conduct, fair dealing with internal and external stakeholders, and compliance with all applicable laws, rules, and regulations.

Nomination of Directors

The Board has not appointed a nominating committee as the Board fulfills these functions. When the Board identifies the need to fill a position, either due to a vacancy or as required to carry out the Board's duties effectively and maintain a breadth of experience, the Board requests that current directors put forward potential candidates for consideration.

Board Committees

The Board has an Audit Committee, for more details on the committee of the Board, see "Committees of the Board of Directors."

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and committee(s). On an ongoing annual basis, the Board assesses the performance of the Board as a whole, each of the individual directors, and the committee(s) of the Board, in order to satisfy itself that each is functioning effectively.

Corporate Policies

The Company's directors, officers, employees, and consultants, adhere to the requirements of the Business Corporations Act (British Columbia) and the Articles of the Company.

Diversity and Inclusion

The Company has not adopted a written policy relating to the identification and nomination of directors or members of senior management that are women, Indigenous peoples (First Nations, Inuit and Metis), persons with disabilities, or members of visible minorities (collectively, "Designated Groups"). The Board generally identifies, evaluates, and recommends candidates to become members of the Board or members of senior management with the goal of creating a Board and members of senior management team that consists of individuals with various and relevant career experience, industry knowledge and experience, financial and other specialized expertise, and cultural backgrounds.

The composition of the Board and senior management is primarily a question of the experience and expertise brought by each individual. The Board, when searching for candidates, also takes diversity into account. Although the Board does not have a formal diversity policy, it considers diversity in its broadest sense when evaluating candidates, including in relation to gender, ethnicity, experience, and background. Further, the Board, when searching for candidates, seeks to reflect the communities in which the Company operates, in the belief that cultural diversity helps the Company understand and navigate different political and social environments. The Board considers all factors it deems relevant in the process of identifying, evaluating, and recommending candidates for the Board and senior management, and does not have a formal requirement to consider the level of representation of individuals from Designated Groups.

OTHER DIRECTORSHIPS

The following current and/or proposed directors of the Company also serve as directors of other reporting issuers:

Director	Other Reporting Issuer(s)
PAGE, William	Credessential Inc.
CLARK, J. Garry	ALX Resources Corp.
Badlands Resources Inc.
Brigadier Gold Limited
Bullet Exploration Inc.
DeepMarkit Corp.
General Copper Gold Corp.
NexOptic Technology Corp.
Ophir Gold Corp.
Quest Critical Metals Inc.
Silver Dollar Resources Inc.
Silver Elephant Mining Corp.
Superior Canadian Resources Inc.
Tactical Resources Corp.
Transnational Cannabis Ltd.
US Cobalt Inc.
Wedgemount Resources Corp.
Ximen Mining Corp.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company or until a successor is appointed. It is proposed that the remuneration to be paid to the auditors be fixed by the Board. Davidson & Company LLP has been the Company's auditor since June of 2010.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Share Consolidation

The Company is seeking shareholder approval to consolidate its issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for every twenty-five (25) pre-consolidation Common Shares (the “Consolidation”), or such lesser ratio as may be determined by Board in its sole discretion and as may be permitted by applicable regulatory authorities. The Consolidation is subject to the approval of the Canadian Securities Exchange (the “CSE”) and any other regulatory approvals as may be required.

The Board believes that the Consolidation is in the best interests of the Company and its shareholders as it may enhance the marketability of the Common Shares to a broader range of investors, including institutional investors, and improve the trading liquidity of the Common Shares. In addition, the Consolidation may help the Company attract equity financing.

The exact ratio of the Consolidation, if less than 25-to-1, and the timing for implementation will be determined by the Board in its discretion, if and when it deems it to be in the best interests of the Company. Notwithstanding the approval of the shareholders, the Board may determine not to proceed with the Consolidation, or to proceed with a lesser consolidation ratio, without further shareholder approval.

If the Consolidation is approved and implemented, the number of issued and outstanding Common Shares will be reduced from 51,521,594 Common Shares to approximately 2,060,863 Common Shares, subject to adjustment for fractional shares. No fractional Common Shares will be issued in connection with the Consolidation. In the event a shareholder would otherwise be entitled to receive a fractional Common Share upon the Consolidation, such fraction will be rounded down to the nearest whole Common Share.

The Consolidation will not materially affect shareholders' percentage ownership in the Company, other than minor changes resulting from the elimination of fractional shares. The exercise or conversion price and the

number of Common Shares issuable under any of the Company's outstanding convertible securities, stock options or restricted share units will be proportionally adjusted to reflect the Consolidation in accordance with their respective terms.

Special Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass a special resolution substantially in the following form:

"BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

The authorized and issued common shares in the capital of the Company be consolidated on the basis of one (1) post-consolidation common share for every twenty-five (25) pre-consolidation common shares, or such lesser ratio as may be determined by the board of directors in its sole discretion;
The board of directors of the Company be and is hereby authorized to determine, in its sole discretion, the ratio of the Consolidation (provided it shall not exceed twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share);
No fractional common shares shall be issued upon the Consolidation and in the event a shareholder would otherwise be entitled to receive a fractional common share upon such Consolidation, such fraction shall be rounded down to the nearest whole common share; and
Any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution and the matters authorized hereby."

The Board unanimously recommends that shareholders vote FOR the special resolution approving the Consolidation.

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

Except as disclosed elsewhere in this Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company's last financial year, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.

MANAGEMENT CONTRACTS

Except as otherwise disclosed in this Information Circular, management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

OTHER MATTERS

Management of the Company is not aware of any other matters that will be brought before the Meeting other than those set forth in the Notice of Meeting. Should any other matters properly come before the Meeting, the Shares represented by the proxies solicited hereby will be voted on those matters in accordance with the best judgement of the persons voting such proxies.

REGISTRAR AND TRANSFER AGENT

Endeavor Trust Corporation, at Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, is the registrar and transfer agent for the Shares.

ADDITIONAL INFORMATION AND AVAILABILITY OF DOCUMENTS

The Company will provide to any person or company, upon request, one copy of any of the following documents:

(a) the annual financial statements of the Company for the most recently completed fiscal year, together with the report of the auditor thereon, together with the management's discussion and analysis in respect thereof, and any interim financial statements of the Company subsequent to the financial statements for the Company's most recently completed fiscal year, together with the management's discussion and analysis in respect thereof; and

(b) the management information circular of the Company in respect of the most recent annual meeting of shareholders of the Company that involved the election of directors.

Copies of the above documents will be provided, upon request, by the Company by request to [email protected] free of charge to shareholders of the Company. The Company may require the payment of a reasonable charge from any person who is not a shareholder of the Company and who requests a copy of any such document. Financial information relating to the Company is provided in the Company's financial statements and management's discussion and analysis for its most recently completed fiscal year. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS

Recent changes in the regulations regarding the delivery of copies of proxy materials to shareholders permit the Company and brokerage firms to send copy of the Meeting materials to multiple shareholders who share the same address, under certain circumstances. Shareholders who hold their Shares through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a shareholder wishes to revoke such a consent previously provided to a broker, the shareholder must contact the broker to revoke the consent. In any event, if a shareholder wishes to receive a separate Information Circular and accompanying materials for the Meeting, the shareholder may receive copies by contacting the Company via email at [email protected]. Shareholders receiving multiple copies of these documents at the same address can request delivery of a single copy of these documents by contacting the Company in the same manner. Persons holding Shares through a broker can request a single copy by contacting the broker.

BOARD OF DIRECTORS APPROVAL

The undersigned hereby certifies that the contents and sending of this Information Circular to the shareholders of the Company have been approved by the Board.

DATED at Vancouver, British Columbia this 3rd day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Bolt Metals Corp.

//s/ Branden Haynes"

Branden Haynes

Chief Executive Officer and Director

APPENDIX “A”

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER OF BOLT METALS CORP.
(the “Company”)

(Implemented pursuant to National Instrument 52-110 (the “Instrument”))

This Charter has been adopted by the Board in order to comply with the Instrument and to more properly define the role of the Committee in the oversight of the financial reporting process of the Company. Nothing in this Charter is intended to restrict the ability of the Board or Committee to alter or vary procedures in order to comply more fully with the Instrument, as amended from time to time.

PART I

Purpose:
The purpose of the Committee is to manage and maintain the effectiveness of the financial aspects of the governance structure of the Company.

1.1. Definitions
In this Charter,

"Accounting principles" has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

"Affiliate" means a company that is a subsidiary of another company or companies that are controlled by the same entity; "audit services" means the professional services rendered by the Company's external auditor for the audit and review of the Company's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

"Board" means the board of directors of the Company;

"Charter" means this audit committee charter;

"Company" means BOLT METALS CORP.;

"Committee" means the committee established by and among certain members of the Board for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company; "Control Person" means any person that holds or is one of a combination persons that holds a sufficient number of any of the securities of the Company so as to affect materially the control of the Company, or that holds more than 20% of the outstanding voting shares of the Company, except where there is evidence showing that the holder of those securities does not materially affect control of the Company;

"Officer" means an individual who is:

a chair or vice chair of the board of directors, or a chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, assistant secretary, treasurer, assistant treasurer or general manager of the Company;
an individual who is designated as an officer under a bylaw or similar authority of the Company;
an officer of the Company or any of its subsidiary entities who performs a function similar to those normally performed by an individual referred to in paragraph a) or b); or
any other individual who performs a function similar to those normally performed by an individual referred to in paragraph a) or b);

"Financially literate" has the meaning set forth in Section 1.3;

"Immediate family member" means a person's spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the person or the person's immediate family member) who shares the individual's home;

"independent" has the meaning set forth in Section 1.2;

"Instrument" means National Instrument 52-110;

"MD&A" has the meaning ascribed to it in National Instrument 51-102;

"Member" means a member of the Committee;

"National Instrument 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"Non-audit services" means services other than audit services;

1.2. Meaning of Independence

A Member is independent if the Member has no direct or indirect material relationship with the Company.
For the purposes of subsection 1, a material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member's independent judgement.
Despite subsection 2 and without limitation, the following individuals are considered to have a material relationship with the Company:
a. a Control Person of the Company;
b. an Affiliate of the Company; and
c. an employee of the Company.

1.3 Meaning of Financial Literacy

For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

PART 2

2.1. Audit Committee – The Board has hereby established the Committee for, among other purposes, compliance with the requirements of the Instrument.
2.2. Relationship with External Auditors – The Company will henceforth require its external auditor to report directly to the Committee and the Members shall ensure that such is the case.

2.3. Committee Responsibilities

The Committee shall be responsible for making the following recommendations to the Board:
a. the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and
b. the compensation of the external auditor.
The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall include:
a. reviewing the audit plan with management and the external auditor;
b. reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgements of management that may be material to financial reporting;
c. reviewing audit progress, findings, recommendations, responses and follow up actions;

d. reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management;

e. reviewing audited annual financial statements, in conjunction with the report of the external auditor, and obtain an explanation from management of all significant variances between comparative reporting periods;

f. reviewing the evaluation of internal controls by the external auditor, together with management's response;

g. reviewing the appointments of the chief financial officer and any key financial executives involved in the financial reporting process, as applicable; and

h. annual approval of audit mandate.

The Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the issuer's external auditor.
The Committee shall review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information.
The Committee shall ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, and shall periodically assess the adequacy of those procedures.
When there is to be a change of auditor, the Committee shall review all issues related to the change, including the information to be included in the notice of change of auditor called for under National Policy 31, and the planned steps for an orderly transition.
The Committee shall review all reportable events, including disagreements, unresolved issues and consultations, as defined in National Policy 31, on a routine basis, whether or not there is to be a change of auditor.
The Committee shall, as applicable, establish procedures for:

a. the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and

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

As applicable, the Committee shall establish, periodically review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer, as applicable.
The responsibilities outlined in this Charter are not intended to be exhaustive. Members should consider any additional areas which may require oversight when discharging their responsibilities.

2.4. De Minimis Non-Audit Services

The Committee shall satisfy the pre-approval requirement in subsection 2.3(3) if:

a. the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the issuer and its subsidiary entities to the issuer's external auditor during the fiscal year in which the services are provided;

b. the Company or the subsidiary of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

c. the services are promptly brought to the attention of the Committee and approved by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee, prior to the completion of the audit.

2.5. Delegation of Pre-Approval Function

The Committee may delegate to one or more independent Members the authority to pre- approve non-audit services in satisfaction of the requirement in subsection 2.3(3).
The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 1 must be presented to the Committee at its first scheduled meeting following such pre-approval.

PART 3

3.1. Composition

The Committee shall be composed of a minimum of three Members, the majority of whom are not employees, control persons or Officers of the Issuer or of any of its Associates or Affiliates.
Every Member shall be a director of the issuer.
Every audit committee member shall be financially literate.

PART 4

4.1 Authority

Until the replacement of this Charter, the Committee shall have the authority to:
a. to engage independent counsel and other advisors as it determines necessary to carry out its duties,
b. to set and pay the compensation for any advisors employed by the Committee,
c. to communicate directly with the internal and external auditors; and
d. recommend the amendment or approval of audited and interim financial statements to the Board.

PART 5

5.1 Disclosure in Information Circular -- If management of the Company solicits proxies from the security holders of the Company for the purpose of electing directors to the Board, the Company shall include in its management information circular the disclosure required by Form 52-110F2 (Disclosure by Venture Issuers).

PART 6

6.1 Meetings

The Committee shall meet at such times during each year as it deems appropriate.
Opportunities shall be afforded periodically to the external auditor, and to members of senior management to meet separately with the Members.
Minutes shall be kept of all meetings of the Committee.

AI assistant

Bolt Metals Corp. — Proxy Solicitation & Information Statement 2025

44574_rns_2025-07-17_33ca664e-faa3-4539-9643-a4cc415def64.pdf

BOLT

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

Appointment of Proxyholder

Revocation of Proxy

Voting of Proxies

Exercise of Discretion by Proxyholders

VOTING BY BENEFICIAL SHAREHOLDERS

ACCESSING AND VOTING AT THE VIRTUAL MEETING

Appointment of a Third Party as Proxy

Legal Proxy – US Beneficial Shareholders

How do I attend and participate at the Meeting?

SECURITIES ENTITLED TO VOTE

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Fixing the Number of Directors

Election of Directors

Advance Notice

Nominees

Details of Directors Not Previously Elected by a Shareholder Vote

Mr. Branden Haynes

Mr. William Page

Biographies

Mr. J. Garry Clark

Cease Trade Orders and Conflicts of Interest

Bankruptcies

Penalties or Sanctions

Ownership by Principal Shareholders

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

Compensation Discussion and Analysis

Elements of Compensation

Director and Named Executive Officer Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

The Haynes Agreement

The Page Agreement

The Sundher Agreement

The Vanry Agreement

The Bromley Agreement

The Fielding Agreement

Oversight and Description of Named Executive Officer and Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

Audit Committee Oversight

Reliance on Certain Exemptions

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Reliance on Section 3.8

Reliance on Section 6.1

Pre-Approval Policies and Procedures

Fees Paid to Auditors and their Independence from the Company

Notes:

CORPORATE GOVERNANCE

Board of Directors

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board Committees

Assessments

Corporate Policies

Diversity and Inclusion

OTHER DIRECTORSHIPS

APPOINTMENT OF AUDITOR

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Share Consolidation

Special Resolution

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

Bolt Metals Corp. Proxy Solicitation & Information Statement 2025