MANAGEMENT INFORMATION CIRCULAR (2025 agm creccircular)

As at July 7, 2025 unless otherwise noted

Note: The term "shareholder" as defined in the Business Corporations Act S.B.C. 2002, c.57 (the "Act"), except in section 385, means a person whose name is entered in a securities register of a company as a registered owner of a share of the company or, until such an entry is made for the company:

1. in the case of a company incorporated before the coming into force of the Act, a subscriber, or

2. in the case of a company incorporated under the Act, an incorporator.

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the proxyholder for the shareholder (the "Registered Shareholder"). The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors of CREC (the "Management Proxyholders").

The persons named in the accompanying Form of Proxy are nominees of CREC's management. A shareholder desiring to appoint some other person (who need not be a shareholder) to represent him at the meeting may do so either by:

1. STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY; OR

2. BY COMPLETING ANOTHER PROPER FORM OF PROXY.

The completed proxy must be deposited at the office of Computershare Trust Company of Canada, 8th Floor, 100 University Ave., Toronto, Ontario M5J 2Y1, attention: Proxy Department not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the meeting.

A shareholder who has given a proxy may revoke it by an instrument in writing delivered to the office of Computershare Trust Company of Canada, Corporate Trust Department, or to the registered office of CREC,

2110, 650 West Georgia Street, Vancouver, BC V6B 4N8, at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, or to the Chairman of the meeting or any adjournment thereof, or in any other manner provided by law.

If the instructions as to voting indicated in the proxy are certain, the shares represented by the proxy will be voted on any poll and where a choice with respect to any matter to be acted upon has been specified in the proxy, the shares will be voted on any poll in accordance with the specifications so made. IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED BY MANAGEMENT IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON THE FORM OF PROXY AND FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITOR.

The form of proxy accompanying this Information Circular confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the meeting. As of the date of this Information Circular, the management of CREC knows of no such amendment or variation or matters to come before the meeting other than those referred to in the accompanying Notice of Meeting.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to CREC are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to CREC are referred to as "OBOs".

In accordance with the requirements of National Policy 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, of the Canadian Securities Administrators, CREC has elected to send the notice of meeting, this information circular and proxy (collectively the "Meeting Materials") directly to the NOBOs, and indirectly through Intermediaries to the OBOs.

The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

Meeting Materials sent to Non-Registered Holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIFs, whether provided by CREC or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the right to attend and vote at the Meeting. Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

CREC is authorized to issue an unlimited number of Common Shares without par value (the "Common Shares") and an unlimited number of preference shares without par value, of which 211,587,696 Common Shares are issued and outstanding.

Only the holders of Common Shares are entitled to vote at the Meeting and the holders of Common Shares are entitled to one vote for each Common Share held. The directors of CREC fixed November 14, 2023 as the record date for the determination of the shareholders entitled to vote at the Meeting.

Each shareholder is entitled to one vote for each common share registered in his/her/its name on the list of shareholders.

To the knowledge of the directors and senior officers of the Company, the only persons or companies that beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company as at the date of the Record Date are:

Other than as disclosed elsewhere herein, none of the following persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors:

1. any director or executive officer of CREC at any time since the commencement of CREC's last completed financial year;

2. any proposed nominee for election as a director of CREC; and

3. any associate or affiliate of any of the foregoing persons.

   ANNUAL MEETING BUSINESS Election of Directors

   The number of directors on the board of directors is currently set at four. Management of the Company proposes to nominate the persons named in the following table for election as Directors of the Company. The term of each of the current directors of the Company will expire at the Meeting and each Director elected will hold office until the next Annual General Meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a Director. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees set out below. Management does not contemplate that any of the nominees will be unable to serve as a director.

   The following information concerning the proposed nominees has been furnished by each of them:

   Name and Present Office Held	Director Since	# of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised at the Date of This Information Circular	Principal Occupation and if not at Present an Elected Director, Occupation During the Past Five (5) Years
   Peter Shearing, CEO and Director(2)(3)	September 2012	10,844,231	Mr. Shearing is CEO of the Company.
   Tracy A. Moore, Director (1)	September 2012	11,119,307	Mr. Moore resigned as CEO of the Company in October 2023 and is now the Company's Director of Corporate Development.
   Gordon Fretwell, Director(1)(2)(3)	December 2015	11,003,667	Mr. Fretwell is a self-employed solicitor in Vancouver practicing

   Name and Present Office Held	Director Since	# of Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised at the Date of This Information Circular	Principal Occupation and if not at Present an Elected Director, Occupation During the Past Five (5) Years
   			primarily in the areas of corporate and securities law.
   Mark Peters, Director (1)(2)(3)	March 2017	82,500	Mr. Peters is a CPA with over 20 years' experience in finance and taxation, working primarily with Canadian and US public corporations. He is the CFO of Hunter Dickinson Services Inc. (HDSI), a diversified global mining group with over 25 years' success in mineral development. Mr. Peters is also CFO of Northern Dynasty Minerals Ltd., a publicly traded company on the TSX.

   NOTES:

   1. Member of Audit Committee

   2. Member of Compensation Committee

   3. Member of Corporate Governance Committee

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.

The Company has established a number of committees, the current members of which are as follows:

The Company is required to disclose certain information relating to its audit committee pursuant to National Instrument 52-110, Audit Committees. Reference is made to the Company's disclosure in their MD&A, which may be found on SEDAR at https://www.sedar.com.