Resouro Strategic Metals : Notice of Annual & Special General Meeting/Proxy Form

About this update from Resouro Strategic Metals Inc

RESOURO STRATEGIC METALS INC. Suite 250 - 997 Seymour Street Vancouver, British Columbia, Canada V6B 3M1 NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the " Meeting ") of Resouro Strategic Metals Inc. (the " Company ") will be held as a virtual shareholders' meeting on Thursday March 26, 2026, at 6:00 p.m. Eastern Standard Time (" EST ") which is Friday March 27, 2026, at 9.00 am, Australian Eastern Standard Time (" AEDT "). Please copy this link into your internet browser and follow the log in instructions to join the meeting: https://s1.c-conf.com/diamondpass/10053189-qt9gu8.html The meeting will be held for the following purposes: Financial Statements: - To request a copy of the audited financial statements of the Company for the year ended March 31, 2025, together with the auditor's report thereon, if desired. Resolutions: Number of Directors: Resolution 1 - To set the number of directors of the Company who will serve until the end of the next Meeting or until their successors are appointed at five. Election of Directors: To elect the following directors of the Company who will serve until the end of the next Meeting or until their successors are appointed; Resolution 2 - to elect Christopher Eager; Resolution 3 - to elect Anne Landry; Resolution 4 - to elect Philippe Martins; Resolution 5 - to elect Justin Clyne; and Resolution 6 - to elect Simon Stilwell. Appointment of Auditor: Resolution 7 - To appoint MNP LLP, as auditor of the Company and to authorize the directors to fix their remuneration. Approval for Additional Placement Capacity - Special Resolution: Resolution 8 - To approve an additional 10% placement capacity pursuant to ASX Listing Rule 7.1A. Ratification of Prior Issue of Common Stock Placement Shares: Resolution 9 - To ratification the Prior Issue of Common Stock Placement Shares. Ratification of Prior Issue of Common Stock Placement Warrants: Resolution 10 - To ratification the Prior Issue of Common Stock Placement Warrants. Other Business: - To transact such other business as may properly be brought before the Meeting or any adjournment thereof. The Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also enclosed is a form of proxy for the Meeting. Only registered shareholders at the close of business on February 17, 2025, US EST, will be entitled to vote at the Meeting. If you are a registered shareholder of the Company and are unable to attend the online Meeting, please read, sign and date the accompanying form of proxy for the Meeting and deposit it with Computershare Investor Services Inc. (" Computershare ") by courier or mail at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department, or by facsimile at 1-866-249-7775 (toll free in North America) or 1-416-263-9524 (international) by 6:00 p.m. (Eastern Daylight Time) on July 14, 2025 (or before 48 hours, excluding Saturdays, Sundays and holidays before any postponement or adjournment of the Meeting. Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online ( https://www.investorvote.com ) using the 15-digit control number listed on the accompanying form of proxy. If you are a non-registered shareholder of the Company, please complete and return the accompanying voting instruction form (or other form) in accordance with the instructions for completion and deposit well in advance of the deadline for depositing proxies. DATED at Calgary , Alberta , this 20 th day of February, 202 6 . ON BEHALF OF THE BOARD (signed) "Christopher Eager", Chairman of the Board of Directors RESOURO STRATEGIC METALS INC. Suite 250 - 997 Seymour Street Vancouver, British Columbia, Canada V6B 3M1 INFORMATION CIRCULAR (as at February 17, 2026 except where otherwise indicated) SOLICITATION OF PROXIES This information circular (the " Circular ") is provided in connection with the solicitation of proxies by the Management of Resouro Strategic Metals Inc. (the " Company "). The accompanying form of proxy (the " Proxy ") is for use at the Annual General and Special Meeting of the shareholders of the Company to be held on Thursday, March 26, 2026 (US & Canada) / Friday March 27, 2026 (Australia) (the " Meeting "), at the time and place set out in the accompanying notice of Meeting (the " Notice of Meeting "). While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone, facsimile or electronically by the directors and regular employees of the Company or other proxy solicitation services. The Company will bear the cost of this solicitation. VOTING INSTRUCTIONS Registered Shareholders The term registered shareholders is defined as shareholders who hold common shares that are registered directly in their names. Registered shareholders may vote by attending the virtual meeting, by appointing proxyholders, by telephone or by voting online. Only shareholders of record as of the Record Date, February 17, 2026 (US & Canada), are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof. Shareholders are encouraged to vote their proxy either: online or by mail-complete, date and sign the enclosed form of proxy, and to return it in the envelope provided. Registered shareholders that wish to vote in person at the Meeting do not need to complete and deposit the accompanying form of Proxy and should register with the scrutineer at the Meeting. Registered shareholders that wish to appoint a proxyholder to vote at the Meeting may complete the accompanying form of Proxy. The accompanying form of Proxy names a director and/or officer of the Company as a proxyholder/alternate proxyholder (the "Management Nominees "). Enclosed with this Information Circular is a form of proxy. The persons named in the enclosed form of proxy are officers and/or directors of the Company. Registered shareholders that wish to appoint another person who need not be a shareholder to serve as proxyholder/alternate proxyholder at the Meeting may do so by striking out the names of the Management Nominees and inserted the desired name(s) in the blank space provided in the accompanying form of Proxy. Registered shareholders may direct the manner in which their common shares are to be voted or withheld from voting at the Meeting by marking their instructions on the accompanying form of Proxy. The common shares represented by the accompanying form Proxy will be voted or withheld from voting by the Management Designees in accordance with the instructions of registered shareholders. If there are no instructions, those common shares will be voted for each matter. The accompanying form Proxy grants the proxyholder discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, Management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting. A proxy will not be valid unless it is deposited with our transfer agent Computershare Investor Services Inc. (" Computershare "), (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare Investor Services Inc., 14th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6. Alternatively, you may vote by telephone 1-866-732-8683 (toll free within North America) or 1-312-588-4290 (outside North America), by facsimile to 1-866-249-7775 or 1-416-263-9524 (outside North America), or by internet using the 15-digit control number located at the bottom of your proxy at https://www.investorvote.com . All instructions are listed in the enclosed Proxy Form. Your proxy or voting instructions must be received in each case no later than 6:00 pm (Eastern Standard time) on March 24, 2026 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the beginning of any adjournment of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above. The Proxy may be revoked by: completing a Proxy with a later date and depositing it by the time and in accordance with the instructions above; signing and dating a written notice of revocation and delivering it to the Company's registered office any time up to and including the last business day preceding the day of the Meeting, or any postponement or adjournment or to the Chairman of the Meeting on the day of the Meeting, or any postponement or adjournment; or attending the Meeting, or any postponement or adjournment, and registering with the scrutineer as a shareholder present in person. Non-Registered Shareholders Non-registered shareholders hold common shares that are registered in the name of an intermediary (such as a broker, bank, trust company, securities dealer, trustees or administrators of RRSP's, RRIF's, RESP's or similar plans) or clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust Company). Non-registered shareholders may vote in person or through a proxyholder at the Meeting or through intermediaries using the voting instruction form (or other form) accompanying the Circular. Alternatively, some non-registered shareholders may be able to vote by telephone or online and should refer to the voting instruction form (or other form) accompanying the Circular for further details and instructions. If non-registered shareholders wish to vote in person or through a proxyholder at the Meeting, it is critical to follow the required procedures for appointing proxyholders given that the Company does not have unrestricted access to the names of the Company's non-registered shareholders and accordingly would not otherwise have any record of a non-registered shareholder's entitlement to vote at the Meeting. Non-registered shareholders may appoint themselves or nominees as proxyholders using one of the following procedures: carefully following the instructions for appointing a proxyholder contained in the accompanying voting instruction form (or other form) accompanying the Circular and ensuring that such request is communicated to the appropriate person well in advance of the Meeting and in accordance with such instructions; or unless prohibited by applicable corporate law, submitting any other document in writing to its intermediary requesting the non-registered shareholder or its nominee be given authority to attend, vote and otherwise at for and on behalf of the registered shareholder in respect of all matters that may come before the Meeting or any postponement or adjournment by 6:00 p.m. (EST local time in Toronto, Ontario) on Monday, March 23, 2026 (or before 72 hours, excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting. Non-registered shareholders that wish to vote through their intermediaries using the voting instruction form (or other form) accompanying the Circular should carefully follow the instructions contained in the voting instruction form (or other form) accompanying the Circular and should ensure that such instructions are communicated to the appropriate person well in advance of the Meeting. Non-registered shareholders should refer to the voting instruction form (or other form) accompanying the Circular to determine if telephonic or online voting is available. Non-registered shareholders that wish to change voting instructions or to appoint a proxyholder after delivering voting instructions in accordance with the instructions on a voting instruction form (or other form) accompanying the Circular should contact their intermediary to discuss whether this is possible and what procedures must be followed. Distribution to Non-Registered Shareholders Pursuant to the provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), the Company is sending proxy-related materials to both registered and non-registered shareholders. Non-registered shareholders fall into two categories: those who object to their identity being known to the Company (" OBOs ") and those who do not object to their identity being made known to the Company (" NOBOs "). The Company is sending proxy-related materials to intermediaries for distribution to NOBOs pursuant to NI 54-101. Unless NOBOs waive the right to receive proxy-related materials, intermediaries are required to deliver materials to NOBOs and to seek voting instructions from NOBOs. The Company will not assume the costs of delivery of proxy-related materials for the Meeting to OBOs. Accordingly, OBOs may not receive proxy-related materials for the Meeting unless intermediaries assume the cost of delivery. CHESS Depositary Interest ("CDI") Holders Holders of CDIs as at the Record Date are entitled to receive notice of, and to attend, the Meeting or any adjournment or postponement of the Meeting and may instruct the Company's CDI depositary, CHESS Depositary Nominees Pty Ltd ( CDN ) or some other entity, including themselves or the Chairman, as proxy of CDN, to vote the Common Stock underlying their CDIs by following the instructions on the enclosed CDI Voting Instruction Form. Doing so permits CDI holders to instruct CDN or another designated proxy to vote on their behalf in accordance with their written instructions. Financial Statements The audited financial statements of the Company for the year ended March 31, 2025, together with the auditor's report on those statements, will be available for distribution, upon request, to the shareholders at the Meeting. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES As at the date of the accompanying Notice of Meeting, the Company's authorized capital consists of an unlimited number of common shares of which 107,590,049 common shares are issued and outstanding. All common shares in the capital of the Company carry the right to one vote. Registered shareholders as at the close of business on February 17, 2026, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set out in the notes to the Proxy. To the knowledge of the directors and executive officers of the Company, based solely on information disclosed to the Company by the respective shareholders, as of the date of this Circular, no person beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of the issued and outstanding common shares of the Company, except as follows: Name Type of Ownership Approximate Number of Common Shares Owned, Controlled or Directed Approximate Percentage of Common Shares Owned Resmin Pte Ltd A Singapore Corporation owned by Chairman, Christopher Eager & includes 5,947,436 in the form of CDIs and a further 100,000 CDIs held personally Registered holder 18,255,750 17.0%

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