2026 Management Information Circular

Suite 202 - 2896 South Sheridan Way Oakville, Ontario, Canada, L6J 7T4

Tel: (416) 304-9316 Fax: (416) 583-2438

https://www.nickelcreekplatinum.com

Unless otherwise stated, the information herein is given as of May 8, 2026.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ii

2026 MANAGEMENT INFORMATION CIRCULAR 1

NOTICE AND ACCESS PROCESS 1

GENERAL PROXY INFORMATION 2

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 4

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 4

STATEMENT OF EXECUTIVE COMPENSATION 5

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 11

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 12

MANAGEMENT CONTRACTS 12

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN 12

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 21

Dear Shareholder:

It is my pleasure to invite you to our 2026 annual general and special meeting of shareholders of Nickel Creek Platinum Corp. (the "Company") on Thursday June 25, 2026 at 11:00 a.m. (Eastern Daylight Time) (the "Meeting"). The Meeting will be held at the offices of Stikeman Elliott LLP, which are located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario.

The Meeting is your opportunity to vote on various items of business and hear first-hand about our operations, our performance over the past year and our future plans. Please take some time to read the accompanying management information circular because it includes important information about the Meeting, voting, the director nominees, the company's governance practices and how the company compensates its executives and directors.

Thank you for your continued support as we move our company forward. Yours sincerely,

"Stuart Harshaw"

Stuart Harshaw

President, Chief Executive Officer and Director

Toronto, Ontario May 8, 2026

1. to receive the audited consolidated financial statements of Nickel Creek Platinum for the fiscal year ended December 31, 2025 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors thereon;

2. to fix the number of directors of Nickel Creek Platinum at five for the ensuing year;

3. to elect five directors of Nickel Creek Platinum for the ensuing year;

4. to appoint auditors and authorize the directors to fix their remuneration;

5. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's Share-Based Compensation Plan, as amended, and all unallocated entitlements;

6. to consider, and if deemed advisable, to pass, an ordinary resolution of disinterested shareholders ratifying, confirming and approving the issuance of certain stock options and deferred share units issued by the Company to insiders in excess of the insider participation limits set out in the Company's Share-Based Compensation Plan; and

7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying management information circular provides detailed information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

Only Shareholders of record on May 6, 2026 will be entitled to receive notice of and to vote at the Meeting or at any adjournment thereof.

Whether or not you expect to attend the Meeting or any adjournment thereof, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. Your promptness in returning the proxy will assist in the expeditious and orderly processing of proxies and will ensure that your Nickel Creek Platinum common shares are represented. Please note that you may vote in person at the Meeting or any adjournment thereof even if you have previously returned the proxy.

DATED at the City of Toronto, in the Province of Ontario, as of the 8th day of May, 2026.

"Stuart Harshaw"

President, Chief Executive Officer and Director

Registered Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting or at any adjournment thereof, whether or not they are able to attend personally. To be effective, proxies must be received by Computershare Investor Services Inc., Proxy Dept., 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 by 11:00 a.m. (Eastern Daylight Time) on June 23, 2026.

If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the voting instruction form in accordance with the directions provided to you by your broker or other intermediary. Failure to do so may result in your Nickel Creek Platinum common shares not being voted by proxy at the Meeting. Please refer to page 2 of the attached management information circular for a more detailed description on returning voting instruction forms by non-registered Shareholders.

"Company") of proxies to be used at the annual general and special meeting of shareholders (the "Meeting") and any adjournment thereof, to be held at the offices of Stikeman Elliott LLP at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario at 11:00 a.m. (Eastern Daylight Time) on June 25, 2026, for the purposes set forth in the enclosed Notice of Meeting.

Unless otherwise stated, all information in this Circular is current as of May 8, 2026. All dollar figures are in Canadian dollars, except as noted.

The Company is using the notice and access model ("Notice and Access") provided under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the delivery of the Notice of Meeting, this Circular, the audited consolidated annual financial statements of Nickel Creek Platinum for the year ended December 31, 2025 and the accompanying management's discussion and analysis ("MD&A") thereon (collectively, the "Meeting Materials") to the shareholders of the Company (the "Shareholders") of record on May 6, 2026. The Company has adopted the Notice and Access delivery model in order to further the Company's commitment to environmental sustainability and to reduce printing and mailing costs.

Under Notice and Access, instead of receiving printed copies of the Meeting Materials, Shareholders receive a Notice and Access notification containing details regarding the date, location and purpose of the Meeting, as well as information on how they can access the Meeting Materials electronically, which are available under the Company's SEDAR+ profile at https://www.sedarplus.ca ("SEDAR+") and on the Company's website at https://www.nickelcreekplatinum.com/. Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them for up to one year from the date of the filing of this Circular.

Registered Shareholders (as defined below) may make their request by telephone at 1.833.304.9315 or by e-mail: info@nickelcp.com. A "Registered Shareholder" is a Shareholder whose name appears on the Company's list of registered shareholders (each, a "Registered Shareholder").

Non-Registered Shareholders (as defined below) may make their request online at www.proxyvote.com or by telephone at 1.877.907.7643 by entering the 16-digit control number located on their voting instruction form and following the instructions provided. Non-registered shareholders without a 16-digit control number can call English toll free 1-844-916-0609 (or 1-303-562-9305 from outside North America) or French toll-free 1-844-973-0593 (or 1-303-562-9306 from outside North America).

To receive printed copies of the Meeting Materials in advance of the proxy deposit deadline date and the date of the Meeting, Nickel Creek Platinum must receive requests for printed copies at least seven business days in advance of the proxy deposit deadline date and time.

Solicitation of Proxies

Proxies will be solicited primarily by mail and may also be solicited personally or by telephone or any form of electronic communication by the employees, directors and/or officers of Nickel Creek Platinum, as applicable, at nominal cost. The cost of solicitation will be borne by the Company.

The Company may also pay any reasonable costs incurred by persons who are the registered but not beneficial owners of the common shares in the capital of Nickel Creek Platinum (the "Shares") (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Circular, the Notice of Meeting and form of proxy (the "Proxy") to the beneficial owners of such Shares. The Company will provide, without cost to such persons, upon request to the Chief Financial Officer of Nickel Creek Platinum, additional copies of the foregoing documents required for this purpose.

No person is authorized to give any information or to make any representation concerning the Meeting other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized.

Appointment of Proxies

The persons named in the accompanying Proxy are directors and/or officers of Nickel Creek Platinum. A Shareholder desiring to appoint some other person or company (who need not be a Shareholder) to represent the Shareholder at the Meeting has the right to do so, either by striking out the names of those persons named in the accompanying Proxy and inserting the desired person's name in the blank space provided in the Proxy or by completing another proper form of proxy. A Registered Shareholder wishing to be represented by Proxy at the Meeting, in all cases, must deposit the completed Proxy with Nickel Creek Platinum's registrar and transfer agent, Computershare Investor Services Inc., Proxy Dept. 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 ("Computershare"). To be effective, a Proxy must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the time of the Meeting at which the Proxy is to be used or, if adjourned, any reconvening thereof. A Proxy must be executed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Non-Registered Shareholders

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are "Non-Registered" Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a Registered Shareholder in respect of Shares which are held on behalf of the person (the "Non-Registered Shareholder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self- administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as the Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders. The Company does not intend to

pay for the Intermediaries to deliver the Notice and Access notification or Meeting Materials to Non-Registered Shareholders who have waived the right to receive them and, as a result, such Non-Registered Shareholders will not be sent paper copies of such Notice and Access notification or Meeting Materials unless their Intermediary assumes the costs.

Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will have received, as part of the Meeting Materials, a voting instruction form which must be completed, signed and delivered by the Non-Registered Shareholder in accordance with the directions on the voting instruction form. Voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the Internet at https://www.proxyvote.com.

The purpose of this procedure is to permit Non-Registered Shareholders to direct the voting of the Shares that they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should follow the instructions on the voting form to indicate that he or she (or such other person) will attend and vote at the Meeting. Non-Registered Shareholders should carefully follow the instructions contained in the voting instruction form of their Intermediaries and their service companies and contact them directly with any questions regarding the voting of Shares owned by them.

Revocation of Proxies

A Registered Shareholder who has given a Proxy may revoke it insofar as it has not been exercised. A Proxy may be revoked by an instrument in writing executed by the Registered Shareholder or by his or her attorney authorized in writing or, if the Registered Shareholder is a company, under its corporate seal by an officer or authorized attorney thereof, indicating the capacity under which such officer or attorney is signing and deposited at the registered office of Nickel Creek Platinum at 2700-666 Burrard Street, Vancouver, British Columbia, V6C 2X8, at any time not less than 48 hours (excluding Saturdays, Sundays and holidays) preceding the time of the Meeting at which the Proxy is to be used, or, if adjourned, any reconvening thereof. A Proxy may also be revoked in any other manner permitted by law. A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her Proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting. Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to change their vote and if necessary, change their decision to attend and vote at the Meeting. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Exercise of Discretion by Proxies

Shares represented by properly executed Proxies given in favour of the persons designated in the printed portion of the accompanying Proxy at the Meeting will be voted or withheld from voting in accordance with the instructions contained therein on any ballot that may be called for and, if a Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Shares represented by the Proxy shall be voted accordingly. Where no choice is specified, the Proxy will confer discretionary authority and will be voted in favour of each matter for which no choice has been specified.

No Person who is or has been a director or executive officer of Nickel Creek Platinum at any time since the commencement of the Company's last financial year or any proposed nominee of management for election as a director of Nickel Creek Platinum, nor any associate or affiliate of the foregoing persons or companies has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting, except as disclosed in this Circular. For the purpose of this paragraph, "Person" shall include each person: (a) who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year; or (b) who is an associate or affiliate of a person included in subparagraph (a).

As of the Record Date (defined below) there were 7,050,820 Shares issued and outstanding, each Share carrying the right to one vote. The Company has no other classes of voting securities.

The board of directors of Nickel Creek Platinum (the "Board" or the "Board of Directors") has set May 6, 2026 as the record date (the "Record Date") for the determination of Shareholders entitled to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date who either personally attend the Meeting or have completed and delivered a Proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Shares voted at the Meeting.

The Articles of the Company (the "Articles") provide that the quorum for the transaction of business at a meeting of Shareholders is two persons present who are, or represent by proxy, Shareholders holding, in the aggregate, at least five percent of the issued and outstanding Shares entitled to vote at the Meeting. Except as otherwise stated in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by Proxy or otherwise, will constitute approval of any matter submitted.

On a show of hands, every individual who is present as a Registered Shareholder or as a representative of a Registered Shareholder will have one vote (no matter how many Shares such Registered Shareholder holds). On a poll, every Registered Shareholder present in person or represented by a Proxy, and every person who is a representative of a Registered Shareholder, will have one vote for each Share registered in the name of the Registered Shareholder on the list of Registered Shareholders, which is available for inspection during normal business hours at Computershare and at the Meeting. Registered Shareholders represented by proxyholders are not entitled to vote on a show of hands.

To the knowledge of the Board of Directors and executive officers of the Company, the only person who beneficially owns, or controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares, and the approximate number of Shares so owned, controlled or directed, and the percentage of voting shares of the Company represented by such Shares, is as follows:

Electrum Strategic Opportunities Fund L.P.

("Electrum")

3,446,826 48.9% 4,169,715(3) 53.6%

1. Based on information extracted from insider reports filed by insiders and made publicly available on the Canadian System for Electronic Disclosure by Insiders.

2. All calculations shown on a partially-diluted basis give effect to convertible securities exercisable for Shares within 60 days that are owned by the named shareholder.

3. As of the Record Date, Electrum beneficially owns, controls or directs 3,446,826 Shares and 722,889 common share purchase warrants. Excluding common share purchase warrants, Electrum owns 48.9% of the issued and outstanding Shares.

The Shares are listed on the TSX Venture Exchange ("TSXV") and trade under the symbol "NCP". The Shares also

trade on the OTCQB market in the United States ("US") under the symbol "NCPCF".

In accordance with the provisions of applicable securities legislation, the Company had two "Named Executive Officers" ("NEOs") during the financial year ended December 31, 2025, namely: (i) Stuart Harshaw, President and Chief Executive Officer ("CEO"); and (ii) Joe Romagnolo, Senior Vice President and Chief Financial Officer ("CFO"). Set out below are particulars of compensation paid to the NEOs of the Company.

Compensation Discussion and Analysis

Compensation philosophy, objectives and process

The primary goal of the Company's executive compensation process is to attract and retain the key executives necessary for the Company's long-term success, to encourage executives to further the development of the Company and its operations, and to motivate top quality and experienced executives. The Board meets to discuss and determine management compensation, with reference to relevant objectives, criteria and analysis. The general objectives of the Company's compensation strategy are to:

• compensate management in a manner that encourages and rewards a high level of performance and results with a view to increasing long-term Shareholder value;

• align management's interests with the long-term interests of Shareholders;

• provide a compensation package that is commensurate with other comparable mineral exploration stage companies to enable us to attract and retain talent; and

• ensure that the total compensation package is fair and reasonable and is designed in a manner that takes into account the fact that the Company is a mineral exploration company without a history of earnings.

The Board relies on (i) the experience of its members, as officers and directors with other mining companies, (ii) public compensation data, and (iii) periodically, the expertise of compensation consulting firms in assessing compensation levels and ensuring that the Company's practices are in line with other comparable companies. For additional information, see "Statement of Corporate Governance Practices - Compensation Committee".

Compensation for NEOs is composed primarily of three components: base salary, annual incentives and longterm incentives, principally in the form of stock options ("Options") and deferred share units ("DSUs").

There are no formal policies regarding cash and non-cash elements of the Company's compensation program. The Board is of the view that all elements should be considered, rather than any single element. The Company does not provide the executive officers with personal benefits and does not provide any additional compensation to NEOs for serving on the Board.

Share-Based Awards

The Company operates in a competitive environment and its performance depends on the quality of its employees. The Compensation Committee of the Board (the "Compensation Committee") has the responsibility to administer compensation policies related to executive management of the Company, including share-based awards.

All share-based awards granted by the Company are issued under, and governed by, the Company's share-based compensation plan, which was last approved by the Shareholders on June 24, 2025 (the "Share-Based Compensation Plan"). Awards under the Share-Based Compensation Plan provide an additional incentive to work toward long-term Company performance. See "Securities Authorized for Issuance under Equity Compensation Plan - Description of Share-Based Compensation Plan" below.

Under the Share-Based Compensation Plan, share-based awards are granted based on the level of responsibility of the executive, as well as his or her expected contribution to the longer-term operating performance of the Company. Performance-based criteria may include (but are not limited to): the completion of major milestones with respect to technical work on the Company's core nickel-copper-platinum group metals-cobalt project located in the Yukon (the "Nickel Shäw Project"); financing transactions; implementation of policies, practices and procedures aimed at enhancing Company-wide risk management; and managing relationships with key community constituents.

In determining the number of share-based awards to be granted to the executive officers, the Board (after receiving recommendations of the Compensation Committee) takes into account the number of share-based awards, if any, previously granted to each executive officer and the exercise price of any outstanding share-based awards to ensure that such grants comply with the policies of the TSXV and closely align the interests of the executive officers with the interests of the Shareholders.

The Company is not providing a share performance graph as required under Item 2.2 of Form 51-102F6 as it is a venture issuer.

Risk Assessment and Oversight

Commensurate with companies of a similar size and at a similar stage of exploration and development, during the Company's financial year ended December 31, 2025, the Board did not consider the implications of the risks associated with the Company's compensation policies and practices.

Prohibitions on Hedging and Speculation

NEOs and directors of the Company are not permitted to purchase financial instruments such as options, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Other restrictions on trading under the Company's share trading policy include a prohibition on short-term speculation and a restriction on the number of Shares of the Company that can be sold by Company personnel in any one day. Company personnel and directors are required to advise the CEO (or a person designated by the CEO) whenever he or she intends to trade, directly or indirectly, in the Company's securities.

Summary Compensation Table

The following table sets forth all annual compensation for services in all capacities to the Company for each of the past three financial years of the Company in respect of the NEOs holding a position with the Company in 2025.

1. Effective May 1, 2024, the officers voluntarily reduced their salaries on a temporary basis by 50%. See Termination and Change of Control Benefits section below for additional details.

2. Officers received 25,000 DSUs as part of the Company's annual equity compensation program and the share price at time of grant was $0.49.

3. Option-based awards are Options and the figures shown are based on the fair value estimated at the date of grant using the Black-Scholes pricing model under the following assumptions: (i) risk free weighted average interest rate of 2.59% to 3.82%; (ii) expected dividend yield of 0%; (iii) average expected volatility of 104% to 128%; and (iv) an expected term of 3.0 years. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.

   NEOs: Incentive Plan Awards - Outstanding Option-Based Awards

   The following table sets forth details regarding the option-based awards for each NEO as at December 31, 2025.

   	Option-based Awards
   Name	Number of securities underlying unexercised awards	Exercise price ($)	Expiration Date	Aggregate value of unexercised in-the-money awards ($)
   Stuart Harshaw	140,000 Options	0.49	May 6, 2028	428,400
   Joe Romagnolo	80,000 Options	0.49	May 6, 2028	244,800

   NEOs: Incentive Plan Awards - Value Vested or Earned During the Year

   The following table sets forth details of the value vested or earned for all incentive plan awards during the financial year ended December 31, 2025 by each NEO.

   Name	Option-based awards -value vested during the year ($)(1)	DSUs - value vested during the year ($)(2)	Non-equity incentive plan compensation - value earned during the year ($)
   Stuart Harshaw	Nil	12,250	Nil
   Joe Romagnolo	Nil	12,250	Nil

   1. Options granted to officers in 2025 vested upon issuance and results in $nil value.

   2. Officers received a one-time grant of 25,000 DSUs as part of the Company's annual equity compensation program and the share

price at time of grant was $0.49.

Pension Plan Benefits

The Company does not have a pension plan that provides for retirement benefits to the NEOs.

Termination and Change of Control Benefits

Nickel Creek Platinum has ongoing employment agreements with Mr. Harshaw and Mr. Romagnolo (each, an

"Employment Agreement", and together, the "Employment Agreements"). Employment Agreement - Stuart Harshaw, President and CEO

Effective October 19, 2020 and amended on April 1, 2021, the Company entered into an Employment Agreement with Mr. Harshaw, Nickel Creek Platinum's President and CEO. In such capacity, Mr. Harshaw oversees, among other things, the day-to-day managerial functions of the business of Nickel Creek Platinum, including but not limited to reporting directly to the Board, reviewing all business opportunities, conducting negotiations and Shareholder contacts, and performing the duties and responsibilities generally associated with being the most senior executive of a public corporation.

Under the terms of the Employment Agreement, in the event that Mr. Harshaw is terminated without cause, Mr. Harshaw will be entitled to the maximum severance of 12 months and (ii) continuation of benefits coverage for period of six months plus one month per completed year of service to a maximum of 18 months.

If there is a Change of Control (defined below) and within 12 months of such Change of Control, (a) the Company terminates his Employment Agreement without cause, or (b) any other Triggering Event (defined below) occurs and Mr. Harshaw elects to terminate his Employment Agreement within three months of such Triggering Event, he will be entitled to the following: (i) a lump sum amount equal to 1.5 times his annual base salary (18 months' salary); and (ii) continuation of benefits coverage for period of 18 months.

Effective May 1, 2024, Mr. Harshaw's annual salary was voluntarily reduced on a temporary basis by 50% from

$280,000 ("CEO's Former Remuneration") to $140,000. Mr. Harshaw at his discretion has the authority to terminate this amending employment agreement dated May 1, 2024 and revert to the Employment Agreement dated April 1, 2021 after giving three months written notice.

All other terms and conditions of the Employment Agreement shall remain unchanged and any amounts required to be paid for termination without cause and Change of Control shall continue to be calculated using the CEO's Former Remuneration.

Employment Agreement - Joe Romagnolo, Senior Vice President and CFO

Effective August 15, 2016, the Company entered into an Employment Agreement with Mr. Romagnolo, Nickel Creek Platinum's CFO. Under the terms of the Employment Agreement, in the event that Mr. Romagnolo is terminated without cause, Mr. Romagnolo will be entitled to the following: (i) a lump sum amount equal to his annual base salary (12 months' salary) plus one month's salary per completed year of service to a maximum 24 months of salary; and (ii) a lump sum equal to the greater of the product of the bonus received in the previous

fiscal year or the average of the bonuses received in the three fiscal years preceding the date of termination divided by 12 months and then multiplied by the number of months' salary calculated in (i).

If there is a Change of Control and within 12 months of such Change of Control, (a) the Company terminates his Employment Agreement without cause, or (b) any other Triggering Event occurs and Mr. Romagnolo elects to terminate his Employment Agreement within three months of such Triggering Event, he will be entitled to the following: (i) a lump sum amount equal to two times his annual base salary; and (ii) a lump sum equal to the greater of the product of the bonus received in the previous fiscal year or the average of the bonuses received in the three fiscal years preceding the date of termination divided by 12 months and then multiplied by 24 months.

Effective May 1, 2024, Mr. Romagnolo's annual salary was voluntarily reduced on a temporary basis by 50% from

$250,000 ("CFO's Former Remuneration") to $125,000. Mr. Romagnolo at his discretion has the authority to terminate this amending employment agreement dated May 1, 2024 and revert to the Employment Agreement dated August 15, 2016 after giving three months written notice.

All other terms and conditions of the Employment Agreement shall remain unchanged and any amounts required to be paid for termination without cause and Change of Control shall continue to be calculated using the CFO's Former Remuneration.

A "Change of Control" is generally defined in the Employment Agreements as: (i) any group of two or more persons acting jointly or in concert as a single control group acquiring the right to exercise control or direction over 50% or more of the then issued and outstanding voting securities of the Company; (ii) sale, assignment, lease or other disposition of more than 50% of the assets of the Company to a person or any group of two or more persons acting jointly in concert; (iii) the occurrence of a transaction requiring approval of the Shareholders whereby the Company is acquired involving all of the Company's voting securities, purchase of assets or statutory arrangement; or (iv) any sale, lease, exchange or other disposition of all or substantially all of the Company's assets.

"Triggering Event" means the occurrence of any of the following events, without the executive's consent: (i) a material reduction in the executive's title, duties or responsibilities or any failure to re-elect or re-appoint him or her to any such title, duties or offices; (ii) a material reduction in salary or the executive's benefits; (iii) a material breach by the Company of the Employment Agreement; (iv) the executive's employment with the Company is terminated without cause; and (v) any action or event that would constitute a constructive dismissal of the executive at common law.

Assuming termination without cause occurred on December 31, 2025, the following table summarizes the estimated incremental payments to Mr. Harshaw and Mr. Romagnolo.

Termination of Employment Following Change of Control

Assuming termination of employment following Change of Control occurred on December 31, 2025, the following table summarizes the estimated incremental payments to Mr. Harshaw and Mr. Romagnolo.

Director Compensation

The Board has established and adopted compensation guidelines for its non-NEO directors, which are reviewed on an annual basis. The fees are paid to non-NEO directors for participation on the Board and Board committees.

In June 2019 and effective as of April 1, 2019, the Board determined to set annual compensation, payable in cash, of $6,000 for the Chair of the Board, $5,500 for the Chair of the Audit Committee, and $5,000 for all other independent directors, payable quarterly. This was in lieu of and replacement of all other compensation for non-employee directors. Effective May 1, 2024, the Board's quarterly cash fees were suspended.

Based on a Company peer analysis conducted in the first quarter of 2021, effective April 1, 2021, the Board increased annual fees to $12,000 or $3,000 per calendar quarter for independent directors, with the fee increase to be paid in the form of DSUs. Subject to any internal blackout restrictions, the DSUs will be issued as of the last day of each calendar quarter and the number will be determined based on the closing share price of the Company's shares on the last business day of the calendar quarter.

The following table sets forth all amounts of compensation provided to non-NEO directors for the financial year ended December 31, 2025.

1. Directors receive $3,000 on a quarterly basis in the form of DSUs.

2. These figures are based on the fair value estimated at the date of grant using the Black-Scholes pricing model under the following assumptions: (i) risk free weighted average interest rate of 2.59%; (ii) expected dividend yield of 0%; (iii) average expected volatility of 128%; and (iv) an expected term of 3.0 years. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.

3. Directors received a one-time grant of 25,000 DSUs as part of the Company's annual equity compensation program and the share price at time of grant was $0.49..

Other than as set forth in the foregoing or elsewhere herein, no director who is not a NEO has received, during the most recently completed financial year, compensation pursuant to:

1. any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for Board committee participation or special assignments;

2. any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or

3. any arrangement for the compensation of directors for services as consultants or experts.

Directors: Incentive Plan Awards - Outstanding Option-Based Awards

The following table sets forth details regarding the option-based awards for each NEO as at December 31, 2025.

Directors: Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during 2025 for each director of the Company who is not a NEO.

1. Options granted in 2025 to directors vested upon issuance and results in $nil value.

2. The one-time grant of 25,000 DSUs to each director vested upon issuance and the share price at time of grant was $0.49.

As of the date of this Circular, there is no outstanding indebtedness to Nickel Creek Platinum or any of its subsidiaries by any current or former executive officer or director, any proposed nominee for election as a director, any employees of Nickel Creek Platinum or any of their other respective associates. The Company's Board Mandate and Governance Guidelines provide that the Company shall not make any loan or guarantee any loan to any director or member of management.

During 2025 and as of the date of this Circular, other than the participation by Electrum in two non-brokered private placements pursuant to which Electrum acquired a total of 934,000 Shares and 584,000 warrants, no informed person (as defined below) of the Company, nominee for election as a director or any associate or affiliate of an informed person, had any material interest, direct or indirect, in any transaction or any proposed transaction, which has materially affected or would materially affect the Company or any of its subsidiaries.

"informed person" is generally defined by Canadian securities laws as meaning: (a) a director or executive officer of a reporting issuer; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

The Company's management functions are performed by its NEOs to a substantial degree. The Company also has consulting agreements under which certain management functions are performed by persons other than the NEOs of the Company.

The following table sets forth information regarding the Company's Share-Based Compensation Plan as at December 31, 2025.

The following sets out the annual burn rate of the Share-Based Compensation for the last three financial years ended December 31, 2025, 2024 and 2023, calculated by dividing the number of Awards (defined below) awarded under the Share-Based Compensation Plan during the applicable financial year, by the weighted average number of Shares outstanding for the applicable financial year.

Description of Share-Based Compensation Plan

The following is a summary of certain provisions of the Share-Based Compensation Plan, following the most recent amendment thereto by the Board in May 2026, and is qualified in its entirety by the full text of the Share-Based Compensation Plan. The full text of the Share-Based Compensation Plan is attached hereto as Appendix "C".

Awards may be granted to an employee, director, officer or consultant of the Company or any of its subsidiaries (an "Eligible Person"). A participant ("Participant") is an Eligible Person to whom an Award has been granted. An "Award" means any Option, Stock Appreciation Rights ("SAR"), DSU, PSU or restricted share units ("RSU") (each as defined herein) granted under the Share-Based Compensation Plan.

The total number of Shares reserved and available for grant and issuance pursuant to Options under the Share-Based Compensation Plan shall not exceed ten percent (10%) of the total issued and outstanding Shares from time to time. Further, as more fully explained below, the total of all equity grants outstanding under the Plan to insiders at any time, and issued during any 12 month period, may not exceed 10% of the outstanding Shares.

The total number of Shares reserved and available for grant and issuance pursuant to SARs, DSUs, PSUs or RSUs Performance Share Units, Restricted Share Units or Deferred Share Units under the Share-Based Compensation Plan shall not exceed 700,000 Shares.

Options

During the year ended December 31, 2025, 319,000 Options were issued with an exercise price of $0.49 with an expiry date of May 6, 2028 and 16,000 Options were exercised by a non-insider during 2025. During 2026, 265,000 Options were issued with an exercise price of $2.70, with such Options vesting immediately and each having an expiry date of May 5, 2029. 150,000 of these Options remain subject to the disinterested approval of Shareholders - see 'Particulars of Matters to be Acted Upon at the Meeting - Approval of Certain Stock Options and Deferred Share Units to Insiders'. As of the Record Date, 568,000 Options (including those subject to shareholder approval) remain outstanding.

DSUs

As part of the Directors' quarterly fees paid each quarter in the form of DSUs, 41,964 DSUs were issued during 2025 and 22,649 DSUs were redeemed for Shares by a former director. During 2026, 4,108 DSUs have been issued for the directors fees for the three-month period ended March 31, 2026 and on May 5, 2026, a total of 150,000 DSUs were granted to directors and officers, of which all 150,000 of these DSUs remain subject to the disinterested approval of Shareholders - see 'Particulars of Matters to be Acted Upon at the Meeting - Approval of Certain Stock

Options and Deferred Share Units to Insiders'. As of the Record Date, 441,165 DSUs (including those subject to shareholder approval) remain outstanding.

SARs

As of the Record Date, there were nil SARs outstanding.

RSUs

As of the Record Date, there were nil RSUs outstanding.

As of the Record Date, the Shares subject to outstanding Options and DSUs (including those subject to shareholder approval) total, in the aggregate, approximately 14.3% of the total number of issued and outstanding Shares.

Subject to complying with all requirements of the TSXV and the provisions of the Share-Based Compensation Plan, the number of Shares that may be subject to any Award will be determined and fixed by the Compensation Committee at the date of grant.

1. The aggregate number of Shares (i) reserved for issuance to insiders, at any time subject to outstanding grants, under the Share-Based Compensation Plan and under any other share compensation arrangement of the Company, cannot exceed 10% of the issued Shares; and (ii) issued to insiders, within any 12 month period, under the Share-Based Compensation Plan and under any other share compensation arrangement of the Company, cannot exceed 10% of the issued Shares, calculated on the date of the grant to any insider.

2. The aggregate number of Shares reserved for issuance to any one Eligible Person, at any time, under the Share-Based Compensation Plan and any other share compensation arrangement of the Company cannot exceed 5% of the issued Shares.

3. The aggregate number of Shares reserved for issuance to any one Eligible Person that is a Consultant (as such term is defined in the TSXV Corporate Finance Manual), under the Share-Based Compensation Plan and under any other share compensation arrangement of the Company, in any 12-month period, must not exceed 2% of the issued Shares calculated at the date of the grant to the Consultant.

4. The aggregate number of Options to all persons retained to provide Investor Relations Activities (as such term is defined in the TSXV Corporate Finance Manual) must not exceed 2% of the issued Shares in any 12-month period calculated at the date an Option is granted (and including any Eligible Person that performs Investor Relations Activities and/or whose role or duties primarily consist of Investor Relations Activities). Options granted to any Eligible Person retained to provide Investor Relations Activities must vest in a period of not less than 12 months from the date of grant of the Award and with no more the 25% of the Options vesting in any three (3) month period notwithstanding any other provision of the Share-Based Compensation Plan.

Exercise price of Options

The exercise price per Share under each Option will be determined by the Compensation Committee in its sole discretion, provided that such price will not be less than the trading price at which the Shares traded on the TSXV as of the close of market on the day immediately prior to the date such Option is granted.

Vesting restrictions

Except as determined from time to time by the Compensation Committee, all Options will cease to vest as at the date upon which the Participant ceases to be an Eligible Person (which, in the case of an employee or consultant of the Company or its subsidiaries, will be the date on which active employment or engagement, as applicable, with the Company or its subsidiaries terminates, specifically without regard to any period of reasonable notice or any salary continuance).

Notwithstanding the above, in the event of the death of a Participant prior to the Participant ceasing to be an Eligible Person, all Options of such Participant will become immediately vested.

Term of Options and causes of cessation

Subject to the requirements of the TSXV, each Option will expire (the "Option Expiry Date") on the earlier of:

1. the date determined by the Compensation Committee and specified in the option agreement pursuant to which such Option is granted, provided that such date may not be later than the earlier of: (i) the 10th anniversary of the date on which such Option is granted, and (ii) the latest date permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including the TSXV;

2. in the event the Participant ceases to be an Eligible Person for any reason, other than the death of the Participant or the termination of the Participant for cause, such period of time after the date on which the Participant ceases to be an Eligible Person as may be specified by the Compensation Committee, which date must not exceed 90 days following the termination of the Participant's employment with the Company, or, in the case of Options granted to a director, officer or consultant, 90 days following the Participant ceasing to be a director, officer or a consultant, unless the Compensation Committee otherwise determines (provided that in no circumstances will the date exceed one year from the date of termination of the Participant's employment with the Company, or the date the Participant ceased to be a director, officer or a consultant, as applicable) and which period will be specified in the applicable Option agreement with respect to such Option;

3. in the event of the termination of the Participant as an officer, employee or consultant of the Company or a subsidiary for cause, the date of such termination;

4. in the event that a director is subject to any order, penalty or sanction by an applicable securities regulatory authority which relates to such director's activities in relation to the Company, and the Compensation Committee determines that such director's Options should be cancelled, the date of such determination;

5. in the event of the death of a Participant prior to (i) the Participant ceasing to be an Eligible Person, or

   (ii) the date which is the number of days specified by the Compensation Committee pursuant to subparagraph (b) above from the date on which the Participant ceased to be an Eligible Person, the date which is one year after the date of death of such Participant or such earlier date as may be specified by the Compensation Committee and which period will be specified in the option agreement with the Participant with respect to such Option; and

6. notwithstanding the foregoing provisions of subparagraphs (b), (c) and (d) above, the Compensation Committee may, subject to the Share-Based Compensation Plan and to regulatory approval, at any time prior to expiry of an Option, extend the period of time within which an Option may be exercised by a Participant who has ceased to be an Eligible Person, but such an extension must not be granted beyond the earlier to occur of (i) the date that is one year from the date such extension was granted, and (ii) the original expiry date of the Option as provided for in subparagraph (a) above.

Blackout extension

Where the Option Expiry Date for an Option occurs during a "Blackout Period" (as defined in the Share-Based Compensation Plan), the Option Expiry Date for such Option shall be extended to the date which is 10 business days following the end of such Blackout Period, provided that, the Option Expiry Date for an Option will not be extended if the Eligible Person or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

Investor Relations Activities

Eligible Persons performing Investor Relations Activities shall only be eligible to receive Options under the Share-Based Compensation Plan and no other Awards. In addition, notwithstanding any other provision of the Share-Based Compensation Plan, any acceleration of vesting of Options issued to Eligible Persons performing Investor Relations Activities requires the prior approval of the TSXV.

Grant of SARs and SAR Exercise Price

The Compensation Committee has the authority, subject to the limitations contained in the Share-Based Compensation Plan, to grant to any Eligible Person (a) SARs in tandem with a related Option or as an addition to a previously granted and outstanding Option ("Tandem SARs"); and (b) free-standing SARs that are not Tandem SARs ("Free-Standing SARs"), with the specific terms and conditions thereof to be as provided in the Share-Based Compensation Plan and in the award agreement entered into in respect of such grant.

The exercise price per Share under each SAR ("SAR Exercise Price") will be determined by the Compensation Committee, in its sole discretion, provided that the exercise price for each Free-Standing SAR may not be less than the trading price at which the Shares traded on the TSXV as of the close of market on the day immediately prior to the grant date, and the SAR Exercise Price for each Tandem SAR will be equal to the exercise price of the related Option.

Exercise of SARs

Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR will be exercisable only when and to the extent the related Option is exercisable and may be exercised only with respect to the Shares for which the related Option is then exercisable. A Tandem SAR will entitle a Participant to elect, in the manner set forth in the Share-Based Compensation Plan and the applicable Option agreement entered into in respect of such grant, in lieu of exercising his or her unexercised related Option for all or a portion of the Shares for which such Option is then exercisable pursuant to its terms, to surrender such Option to the Company with respect to any or all of such Shares and to receive from the Company in exchange therefor a payment described below. An Option with respect to which a Participant has elected to exercise a Tandem SAR will, to the extent of the Shares covered by such exercise, be cancelled automatically and surrendered to the Company. Such Option will thereafter remain exercisable according to its terms only with respect to the number of Shares as to which it would otherwise be exercisable, less the number of Shares with respect to which such Tandem SAR has been so exercised.

A Free-Standing SAR may be exercised upon whatever terms and conditions the Compensation Committee in its sole discretion, in accordance with the Share-Based Compensation Plan, determines and sets forth in the SAR agreement entered into in respect of such grant.

Upon exercise, a SAR will entitle the Participant to receive payment from the Company in an amount determined on the following basis:

The Share Premium will be paid and satisfied by the Company issuing Shares, the number of which will be calculated by dividing the Share Premium by the Current Market Price of the Shares on the exercise date.

"Current Market Price" means in respect of SARs which are exercised: (i) the closing price of the Shares on the TSXV on the date the notice of exercise in respect thereof is received by the Company, if such day is a trading day and the notice of exercise is received by the Company after regular trading hours; or (ii) the closing price of the Shares on the TSXV on the trading day immediately prior to the date the notice of exercise in respect thereof is received by the Company, if the notice of exercise is received by the Company during regular trading hours, or on a non-trading day.

Terms of SARs

The term of a SAR will be, subject to the requirements of the TSXV, determined by the Compensation Committee, in its sole discretion, provided that no SAR will be exercisable later than the tenth (10th) anniversary of its grant date (the "SAR Expiry Date"), provided that the SAR Expiry Date will be accelerated in the same manner as the Option Expiry Date pursuant to the Share-Based Compensation Plan.

Except as determined from time to time by the Compensation Committee and except in the event of death, all SARs will cease to vest as at the date upon which the Participant ceases to be an Eligible Person which, in the case of an employee or consultant of the Company or its subsidiaries, will be the date on which active employment or engagement, as applicable, with the Company or its subsidiaries terminates, specifically without regard to any period of reasonable notice or any salary continuance.

In the event of the death of a Participant prior to the Participant ceasing to be an Eligible Person, all SARs of such Participant will become immediately vested.

Blackout extension

Where the SAR Expiry Date for an SAR occurs during a Blackout Period, the SAR Expiry Date for such SAR shall be extended to the date which is 10 business days following the end of such Blackout Period, provided that, the SAR Expiry Date for a SAR will not be extended if the Eligible Person or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

Grant of DSUs

The Share-Based Compensation Plan allows for the grant of DSUs to any Eligible Person with the specific terms and conditions thereof to be as provided in the Share-Based Compensation Plan and in the DSU agreement entered into in respect of such grant. Each DSU will be equivalent in value to a Share. The number of DSUs granted at any particular time will be calculated to the nearest thousandths of a DSU, determined by dividing (a) the dollar amount of compensation payable in DSUs by (b) the DSU Fair Market Value (as defined in the Share-Based Compensation Plan) on the grant date.

Redemption of DSUs

Each Participant is entitled to redeem his or her DSUs during the period commencing on the business day immediately following the Separation Date (as defined in the Share-Based Compensation Plan) and ending on the 90th day following the Separation Date by providing a written notice of redemption to the Company. In the event of death of a Participant, the notice of redemption will be filed by the legal representative of the Participant. If the Participant is a U.S. Participant (as defined in the Share-Based Compensation Plan), redemption of such

Participant's DSUs will be in accordance with the provisions of the Share-Based Compensation Plan applicable to

U.S. Participants.

On the date of redemption, the Participant will be entitled to receive, and the Company will issue or provide: (a) subject to the limitations described under the heading "Maximum Award Grant" above, a number of Shares issued from treasury equal to the number of DSUs in the Participant's account on the Separation Date, subject to any applicable deductions and withholdings; (b) subject to and in accordance with any applicable law, a number of Shares purchased by an independent administrator in the open market for the purposes of providing Shares to Participants equal in number to the DSUs in the Participant's account, subject to any applicable deductions and withholdings; (c) the payment of a cash amount to a Participant equal to the number of DSUs multiplied by the DSU Fair Market Value on the Separation Date, subject to any applicable deductions and withholdings; or (d) any combination of the foregoing, as determined by the Company, in its sole discretion.

Additional Terms of DSUs

Additional provisions relating to DSUs include, among other things:

1. At the option of the Compensation Committee in its sole discretion, the Compensation Committee may provide a Participant with the ability to elect to receive in DSUs all or part of his or her compensation that is otherwise payable in cash (with the balance, if any, being paid in cash). If such an election is made available to a Participant, the Compensation Committee will provide a Participant written notice, specifying the portion of his or her compensation to which the election applies and the procedures for validly exercising such election.

2. Subject to the absolute discretion of the Compensation Committee, except to the extent provided otherwise in the DSU agreement, in the event that a dividend (other than a stock dividend) is declared and paid by the Company on the Shares, a Participant may be credited with additional DSUs. The number of such additional DSUs, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Participant if the DSUs in the Participant's account on the dividend record date had been outstanding Shares (and the Participant held no other Shares), by (b) the DSU Fair Market Value of the Shares on the date on which such dividends were paid.

The Compensation Committee has the authority, subject to the limitations described under the heading "Maximum Award Grant" above and to the paragraphs below, to grant performance share units of the Company ("PSUs") to any Eligible Person with the specific terms and conditions to be as provided in the Share-Based Compensation Plan and in the PSU agreement entered into in respect of such grant. The PSU agreement in respect of the PSUs granted will set out, at a minimum, the number of PSUs granted, the Performance Period (as defined in the Share-Based Compensation Plan), the performance-based criteria and the multiplier(s).

Terms of PSUs

Subject to the provisions of the Share-Based Compensation Plan, each PSU awarded to a Participant for services performed during the year in which the PSU is granted will entitle the Participant to receive payment in an amount equal to the PSU Fair Market Value (as defined in the Share-Based Compensation Plan) on the day immediately prior to the last day of the applicable Performance Period multiplied by the applicable multiplier(s), to be determined on the last day of the Performance Period.

The Compensation Committee, in its sole discretion, may determine that if and when distributions are paid on any Shares, additional PSUs will be credited to the Participant as of such distribution payment date. The number of additional PSUs (including fractional PSUs) to be credited to the Participant will be determined by dividing the

dollar amount of the distribution payable in respect of the Shares underlying the PSUs by the PSU Fair Market Value on the date the distribution is paid. Fractional PSUs to two decimal places will be credited to the Participant.

If a Participant ceases to be an Eligible Person during the Performance Period because of Retirement or Termination (each as defined in the Share-Based Compensation Plan) of the Participant, all PSUs previously awarded to the Participant will be forfeited and cease to be credited to the Participant on the date of the Retirement or Termination, as the case may be; however, the Compensation Committee will have the absolute discretion to modify the grant of the PSUs to provide that the Performance Period would end at the end of the calendar quarter immediately before the date of the Retirement or Termination, as the case may be, and the amount payable to the Participant will be calculated as of such date.

In the event of the death or total disability of a Participant during the Performance Period, the Performance Period will be deemed to end at the end of the calendar quarter immediately before the date of death or total disability of the Participant and the amount payable to the Participant or its executors, as the case may be, will be calculated as of such date.

In the event that (a) a Change of Control and (b) a Triggering Event (each as defined in the Share-Based Compensation Plan) occurs and within 12 months following such Triggering Event the Participant advises the Company of his or her intention to terminate his or her employment as a result thereof, the Performance Period will be deemed to end at the end of the calendar quarter immediately before the Change of Control and the amount payable to the Participant will be calculated as of such date.

Subject to the provisions of the Share-Based Compensation Plan (which could result in shortening any such period), the Performance Period in respect of a particular award will be one year from the date of grant of the applicable PSU, provided that the Compensation Committee may, in its sole discretion, determine the Performance Period to be greater than one year, to a maximum of three years from the date of grant of the applicable PSU.

Subject to the terms of the amended Share-Based Compensation Plan, the Compensation Committee, in its sole discretion, may pay earned PSUs in the form of cash or in Shares issued from treasury (or in a combination thereof) equal to the value of the PSUs at the end of the applicable Performance Period.

The Compensation Committee has the authority, subject to the limitations described under the heading "Maximum Award Grant" above and in the paragraphs below, to grant RSUs to any Eligible Person, subject to the Share-Based Compensation Plan and with the specific terms and conditions thereof to be as provided in the Share-Based Compensation Plan and in the RSU agreement entered into in respect of such grant. At the end of the Restricted Period (as defined in the Share-Based Compensation Plan) applicable to a RSU and without the payment of additional consideration or any other further action on the part of the Participant, the Company will issue to the Participant one Share for each RSU held by the Participant for which the Restricted Period has expired. No Restricted Period will be longer than three years from the date of grant, subject to the Share-Based Compensation Plan.

Terms of RSUs

The Compensation Committee, in its sole discretion, may determine that if and when distributions are paid on any Shares, additional RSUs will be credited to the Participant as of such distribution payment date. The number of additional RSUs to be credited to the Participant will be determined by dividing the dollar amount of the distribution payable in respect of the Restricted Shares (as defined in the Share-Based Compensation Plan) underlying the RSUs by the RSU Fair Market Value (as defined in the Share-Based Compensation Plan). The

Restricted Period applicable to such additional RSUs, if any, will be the same as the Restricted Period, if any, for the RSUs.

In the event of the Retirement or Termination of a Participant during the Restricted Period, any RSUs held by the Participant will immediately terminate and be of no further force or effect; provided, however, that the Compensation Committee will have the absolute discretion to modify the grant of the RSUs to provide that the Restricted Period will terminate immediately prior to a Participant's Termination or Retirement.

In the event of: (a) the death of a Participant, the Restricted Period in respect of any RSUs held by such Participant will be accelerated and will expire on the date of death of such Participant and the Restricted Shares represented by the RSUs held by such Participant will be issued to the Participant's estate as soon as reasonably practical thereafter, but in any event no later than 90 days thereafter; and (b) the disability of a Participant (determined in accordance with the Company's normal disability practices), the Restricted Period in respect of any RSUs held by such Participant will be accelerated and will expire on the date in which such Participant is determined to be totally disabled and the Restricted Shares represented by the RSUs held by the Participant will be issued to the Participant as soon as reasonably practical, but in any event no later than 30 days following receipt by the Company of notice of disability.

In the event that (a) a Change of Control and (b) a Triggering Event occurs and within 12 months following such Triggering Event the Participant advises the Company by written notice of his or her intention to terminate his or her employment as a result thereof, the Restricted Period in respect of all RSUs held by such Participant will expire on the date such written notice is received by the Company notwithstanding the Restricted Period and the Restricted Shares represented by the RSUs held by the Participant will be settled.

Blackout extension

Unless otherwise determined by resolution of the Compensation Committee, in the event that any Restricted Period expires during a Blackout Period, such expiry (and the RSU Entitlement Date) will be extended to the day immediately following the end of the Blackout Period, provided that the expiry will not be extended if the Eligible Person or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

Subject to the provisions of the Share-Based Compensation Plan and the requirements of the TSXV, the Compensation Committee has the right at any time to suspend, amend or terminate the Share-Based Compensation Plan, including, but not limited to, the right: (a) with approval of Shareholders, by ordinary resolution, to make any amendment to any award agreement or the Share-Based Compensation Plan; and (b) without approval of Shareholders to make the following amendments to any award agreement or the Share-Based Compensation Plan: (i) amendments of a clerical nature; (ii) amendments to reflect any requirements of any regulatory authorities to which the Company is subject, including the TSXV; and (iii) amendments to vesting provisions of Awards. In addition, so long as the Company is listed on the TSXV, all adjustments (other than those in connection to a consolidation or split of Shares) requires prior TSXV approval.

Each Award Agreement will provide that, except pursuant to a will or by the laws of descent and distribution, no Awards and no other right or interest of a Participant are transferable or assignable. Subject to the provisions of the Share-Based Compensation Plan, appropriate adjustments to the Share-Based Compensation Plan and to Awards will be made, and will be conclusively determined, by the Compensation Committee, to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations, substitutions, or reclassifications of the Shares, the payment of share dividends by the Company (other than dividends in the ordinary course) or

other changes in the capital of the Company or from a Merger and Acquisition Transaction (as defined in the Share-Based Compensation Plan).

The Board believes that good corporate governance is important to the effective performance of the Company and plays a significant role in protecting Shareholders' interests and maximizing value for Shareholders. The Company has reviewed its own corporate governance practices in light of National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 - Corporate Governance Guidelines (the "Guidelines"). The Guidelines address matters such as the constitution of and the functions to be performed by the Board and its committees. NI 58-101 requires that Nickel Creek Platinum disclose its approach to corporate governance with reference to the Guidelines. Nickel Creek Platinum recognizes the value of the Guidelines as an ongoing and evolving initiative to increase standards of performance. The Board of Directors is committed to ensuring that Nickel Creek Platinum has an effective corporate governance system, which adds value and assists the Company in achieving its objectives.

The Company's approach to corporate governance is set forth below.

Board Mandate and Governance Guidelines

The Board of Directors is responsible for managing the business and affairs of the Company and believes that good governance improves performance and benefits all Shareholders. The Board of Directors has adopted a Board Mandate and Governance Guidelines (the "Board Mandate"), a copy of which is attached hereto as Appendix "A".

The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board is responsible for approving long-term strategic plans and annual operating budgets recommended by management. As set out in the Board Mandate, the Board is responsible for developing position descriptions for the Chair of the Board (the "Chair"), the chair of each Board committee, as well as for the CEO, and the Board has adopted position descriptions for all such positions. Board consideration and approval is also required for material contracts, material business transactions and debt and all equity financing transactions. Any responsibility which is not delegated to management or to the Board committees remains the responsibility of the Board. As set out in the Board Mandate, the Board meets on a regular basis consistent with the activities of the Company and from time to time as deemed necessary to enable it to fulfill its responsibilities.

Board Composition

The Board is currently comprised of five directors, the majority of whom are, in accordance with the Guidelines, independent directors. The Guidelines generally define an independent director to be a director who is independent of management and who is free from any interest and any business or relationship which could, in the view of the Board, reasonably interfere with the director's independent judgment, and includes the criteria for independence of audit committee members found in Section 1.4 of Multilateral Instrument 52-110 Audit Committees.

The independent directors hold regularly scheduled meetings without management at the end of each Board meeting. The independent directors met five times without members of management present during the calendar year 2025 and have met two times without management present to date in 2026. Further supervision of management is performed through the Audit Committee of independent directors, which met on a quarterly basis throughout the 2025 financial year with the Company's auditors and without management in attendance.

During the most recently completed financial year, each of the directors, other than Mr. Harshaw, was "independent" within the meaning of the Guidelines. If all of the five persons named as nominees of management are elected at the Meeting, then the majority of the Board of Directors will continue to be "independent" for the ensuing year.

The following table sets out the members of the Board as at the date of this Circular who are not considered to be independent and the reason why such determination has been made.

The Chair of the Board, Myron G. Manternach, is an independent director. His principal responsibilities include the following:

• provide leadership to the Board and oversee Board and committee functions to ensure effective performance and discharge of their responsibilities and compliance with the Company's governance policies and committee charters;

• act as advisor and confidant to the CEO;

• foster ethical and responsible decision making by management and the Board;

• ensure that the different duties and responsibilities of the Board and management are understood and the boundaries between them are respected;

• preside over Board meetings and ensure that all matters are properly considered and resolved;

• create a cooperative atmosphere where Board members can openly discuss matters in a constructive and productive fashion; and

• preside over Shareholder meetings and ensure that all matters to be considered by Shareholders are properly dealt with.

  Other Directorships

  The following is a list of each current and proposed director of the Company who is also a director of other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction on the date of this Circular:

  Name of director Names of other reporting issuers (stock exchange)

  Mark Fields Refined Energy Corp. (CSE)

  Stuart Harshaw International Tower Hill Mines Ltd. (TSX and NYSE American) and Platinum Group Metals Ltd. (TSX and NYSE American)

  Wayne Kirk Northern Dynasty Minerals Ltd. (TSX and NYSE American)

  Board Attendance

  As set out in the Board Mandate, each director is expected to attend all Board meetings and committee meetings of which the director is a committee member. The following table shows current director attendance at Board and Board committee meetings held during the financial year ended December 31, 2025:

  Director	Board Meetings	Audit Committee	Corporate Governance and Nominating Committee	Compensation Committee	Technical, Environmental, Health & Safety Committee
  Mark Fields	5/5	4/4	-	-	-
  Stuart Harshaw	5/5	-	-	-	-
  Wayne Kirk	5/5	4/4	3/3	-	-
  Myron G. Manternach	5/5	-	3/3	2/2	-
  David Peat	5/5	4/4	-	2/2	-

  Orientation and Education

  The Company provides new directors with an orientation program upon joining the Board that includes (i) copies of all Board policies together with relevant financial, technical, geological and other information regarding its properties and business and (ii) meetings with management.

  The Board periodically schedules presentations on subjects of interest and importance at Board meetings. Board members also are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments, and to participate in outside continuing educational opportunities. Board members also have full access to the Company's records.

  Board Skills and Competencies

  The Board believes that a board of directors with a diverse set of skills is better able to oversee the wide range of issues that the Company regularly faces. To that end, the Board has identified those skills and competencies that it believes are needed to oversee management and the Company's business affairs. The Board has also reviewed the skills and competencies of each of the current directors as a part of the annual assessment described below and has concluded that the current Board members, as a group, have all of the necessary skills and competencies that are needed to oversee management and the Company's business affairs.

  Assessments

  The Board of Directors is responsible for selecting and appointing executive officers and senior management and for monitoring their performance. The performance of senior management is annually measured against pre-set objectives and the performance of mining companies of comparable size; however, for 2023, 2024 and 2025, the Board did not pre-set objectives due to the possible deferral of further action regarding the Nickel Shäw Project but instead used its discretion in evaluating performance for this calendar year.

  The Corporate Governance and Nominating Committee ("CGNC") is responsible for overseeing the development and implementation of a process for assessing the effectiveness of the Board of Directors and his or her contributions and effectiveness, its committees and its members. The CGNC requests each director to provide his or her assessment of the effectiveness of the Board of Directors and each evaluation takes into account the competencies and skills each director is expected to bring to his or her particular role on the Board of Directors or on a committee, as well as any other relevant facts. Each committee of the Board also regularly assesses its performance and effectiveness. The evaluation process, as set out in the Board Mandate, assists the Board in assessing its contribution as a whole, and in identifying areas in which the Board could be strengthened through the addition of new skills and expertise, based on the Company needs at a particular time.

  Ethical Business Conduct

  The Board has adopted a Code of Business Conduct and Ethics (the "Code") to be followed by the directors, officers, employees and principal consultants of the Company and its subsidiaries. The Code is also to be followed, where appropriate, by agents and representatives of the Company, including consultants where specifically required. The purpose of the Code is, among other things, to promote honest and ethical conduct, avoid conflicts of interest, protect confidential or proprietary information and comply with applicable laws and securities rules and regulations. The CGNC is responsible for reviewing, periodically updating and ensuring compliance with the Code. Directors, officers, employees and principal consultants are periodically required to certify compliance with the Code. A copy of the Code may be obtained by request to Nickel Creek Platinum or on the Company's website at https://www.nickelcreekplatinum.com.

  There have not been any material change reports filed since the beginning of the Company's most recently completed financial year that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.

  Any directors with a material interest in a transaction or agreement being considered by the Board of Directors are required to declare such material interest and either absent themselves from the Board of Directors' meeting where such transaction or agreement is being considered or abstain from voting with respect to such transaction or agreement. Members of management also are to disclose any material interest in a transaction or agreement being considered by the Board of Directors. Any such management member would not be present at the Board of Directors' meeting at which such transaction is being considered.

  In addition to the Code and the Company's whistleblower policy, the Board of Directors has established other policies to encourage and promote a culture of ethical business conduct, including a disclosure policy.

  Director Term Limits and Board Renewal

  The Company has not adopted term limits for directors or other mechanisms of Board renewal. The Board has considered term limits and believes that:

• longer tenure does not impair a director's ability to act independently of management;

• imposing term limits could result in the loss of contributions of longer serving directors who have developed significant depth of knowledge and understanding of the Company;

• regular evaluation of Board skills and experience, as set out in the Board Mandate, rather than arbitrary term limits, will result in better Board performance; and

• experience of Board members is an asset to Shareholders because of the complex issues that the Board faces.

  The Board currently assesses each director in order to ensure that the Board is balanced between highly experienced directors with long-term knowledge and those with a fresh perspective. The Board will periodically consider whether term limits or other mechanisms of Board renewal should be adopted and will implement changes when necessary.

  Diversity

  In 2014, amendments to the continuous disclosure regime in Canada were adopted requiring disclosure regarding the representation of women on boards and in executive officer positions. As at the date of this Circular, the Company has not adopted a written policy specifically relating to the identification and nomination of women directors or executive officers, nor does the Board specifically consider the level of representation of women when making executive officer appointments or set targets regarding women on the Board or in executive positions.

  Due to the departure of Michele Darling in December 2024 and the departures of Diane Garrett (former CEO) and Heather White (former Chief Operating Officer) during the latter half of 2020, there are currently no female officers among the Company's current directors and senior management team.

  However, the Board believes that having directors from diverse backgrounds provides better corporate governance and decision making, and the Board and CNGC will include diversity, including but not limited to gender, age, ethnicity, culture, geography, disability and sexual orientation as factors when developing a slate of candidates for open Board positions. With the support of management and the Board, the Company expects diversity in the Company to increase from its current level.

  The Board also will periodically consider whether it should adopt specific policies and practices regarding the representation of women and minorities on the Board and in executive positions, including the setting of targets for such representation.

  Board Committees

  Other than the CGNC, Compensation Committee, TEHSC (defined below) and the Audit Committee described below, there are no other standing committees of the Board.

  Corporate Governance and Nominating Committee

  The CGNC currently consists of Wayne Kirk (Chair) and Myron G. Manternach, both of whom are independent as defined in the Guidelines.

  For a summary of the relevant experience of each of the members of the CGNC, see "Particulars of Matters to be acted upon at the Meeting - Election of Directors".

  The CGNC's mandate is to develop the Company's approach to corporate governance and to make recommendations to the Board on the implementation and assessment of effective corporate governance principles. This committee is also responsible for assisting the Board in respect of the nomination of directors for appointment to the Board. In identifying and considering new candidates for Board nomination, the CGNC considers, among other factors, the impact of the number of directors upon the effectiveness of the Board and the appropriate number of directors to facilitate more effective decision making. The CGNC also considers the competencies that the Board should possess, the skills, experience and reputation of each current director, and Board diversity. When considering possible new candidates for Board membership, the CGNC will provide all directors and senior managers an opportunity to provide the CGNC with information regarding director candidates. A part of the process includes the development of a list of director candidates for consideration when the Board determines to add one or more additional directors. The CGNC also has the authority to hire independent consultants to provide assistance regarding identification of possible director candidates.

  The CGNC is responsible for:

• overseeing the effective functioning of the Board, in collaboration with the Chair of the Board;

• annually reviewing the Board's relationship with management to ensure the Board can, and in fact does, function independently of management;

• developing and recommending to the Board for approval, a long-term plan for Board composition;

• annually reviewing the charters of the Board and each Board committee, consulting with each committee and making relevant recommendations to the Board regarding amendments;

• reviewing and ensuring compliance with the Code; and

• overseeing policies and practices relating to Shareholder engagement with the Board.