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Tesoro Minerals Corp. Proxy Solicitation & Information Statement 2026

May 4, 2026

43067_rns_2026-05-04_b0dbbf39-4c1c-41df-abeb-832bc6e5adca.pdf

Proxy Solicitation & Information Statement

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TESORO MINERALS CORP.

Suite 1005, 409 Granville Street Vancouver, BC V6C 1T2 Telephone: ( 604) 983-8848

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY given that an annual and special general meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Shares ”) of Tesoro Minerals Corp. (the “ Corporation ”) will be held at the offices of Osler, Hoskin & Harcourt LLP, Bentall Four, Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1K8 on Wednesday, June 3, 2026 at 11:00 a.m. (Vancouver time).

Shareholders will have the option to participate in the Meeting virtually through Zoom using the following link:

https://us02web.zoom.us/j/81833690375

Meeting ID: 818 3369 0375 Passcode: 733629

Shareholders should vote on the matters before the Meeting by proxy.

The Meeting will be to consider the following (which are further described in the Corporation’s information circular (the “ Circular ”) available under the Corporation’s SEDAR+ profile at www.sedarplus.ca:

  1. To receive and consider the consolidated audited financial statements of the Corporation for the financial year ended October 31, 2025, together with the auditor’s report thereon. See the section titled “ Particulars of Matters to be acted Upon – Financial Statements, Audit Report and Management’s Discussion & Analysis ” in the Circular.

  2. To fix the number of the directors of the Corporation at four (4) for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Set Number of Directors ” in the Circular.

  3. To elect the directors of the Corporation for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Election of Directors ” in the Circular.

  4. To appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor ” in the Circular.

  5. To authorize the directors of the Corporation to fix the auditor’s remuneration for the ensuing year. See the section titled “ Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor ” in the Circular.

  6. To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to amend the Corporation’s Omnibus Equity Incentive Compensation Plan, as more particularly described in the Circular. See the section titled “ Particulars of Matters to be Acted Upon – Amendment to Omnibus Equity Incentive Compensation Plan ” in the Circular.

The board of directors of the Corporation has, by resolution, fixed the close of business on April 21, 2026 as the record date of the Meeting, being the date for determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

Shareholders who are unable to attend the Meeting in person are requested to read the notes on the reverse of the form of proxy and complete and return the form of proxy to the registrar and transfer agent for the Shares, Computershare Investor Services Inc., by 11:00 a.m. (Vancouver time) on Monday, June 1, 2026, or not less than 48 hours prior to commencement of any adjournment of the Meeting.

DATED at Vancouver, British Columbia, the 23rd day of April, 2026.

ON BEHALF OF THE BOARD

Scott McLean

Scott McLean

Interim President & Chief Executive Officer and a Director

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