is mailed, delivered, or otherwise properly communicated, but subject to abridgement of that period pursuant to such order or orders as may be granted by applicable courts or regulatory authorities and only if such deposited Common Shares have not been taken up by the Offeror at the date of the notice; or

(c)if your Common Shares have not been paid for by the Offeror within three business days after having been taken up by the Offeror. 

Q.How do I withdraw my Common Shares I have already tendered? 

A.For information on how to withdraw your Common Shares, Pacific Booker recommends you contact Laurel Hill Advisory Group, the strategic shareholder advisor and information agent retained by Pacific Booker, by calling 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number, or by email at assistance@laurelhill.com. Laurel Hill Advisory Group's contact information is also listed at the end of this Q&A and on the back cover of this Directors' Circular. To keep current with and obtain information about the Hostile Bid, please visit www.pacificbooker.com.  

Q.Why does the Pacific Booker Board believe that the Hostile Bid should be rejected? Why does this offer undervalue my investment? 

A.The Pacific Booker Board, based on the unanimous recommendation of the Special Committee comprised of independent directors, and after receiving advice from its financial and legal advisors, has unanimously concluded that the Hostile Bid is inadequate, does not reflect full and fair value for the Common Shares and is not in the best interests of Pacific Booker or its Shareholders. The Pacific Booker Board took into account numerous factors including, but not limited to, the reasons set out below in reaching its UNANIMOUS recommendation that Shareholders REJECT the Hostile Bid and NOT TENDER their Common Shares to the Hostile Bid. See "Reasons for Rejecting the Hostile Bid". 

Shareholders are strongly encouraged to carefully review the full explanation of the reasons for the Special Committee's and the Pacific Booker Board's unanimous recommendations in this Directors' Circular, including the opinion of RCI Capital dated April 29, 2026, that, as of that date and based upon and subject to the assumptions, limitations and qualifications contained in its opinion and such other matters as RCI Capital considered relevant, the consideration offered to the Shareholders (other than American Eagle and its affiliates) under the Hostile Bid is inadequate, from a financial point of view, to such Shareholders. See "Directors' Recommendation".

The summary of the opinion of RCI Capital in this Directors' Circular is qualified in its entirety by reference to the full text of the opinion. The opinion is not a recommendation as to whether or not Shareholders should accept or reject the Hostile Bid. The opinion is one of a number of factors taken into consideration by the Special Committee and the Pacific Booker Board in making their unanimous determinations that the Hostile Bid is inadequate, does not reflect full and fair value for the Common Shares and is not in the best interests of Pacific Booker or its Shareholders and to recommend that Shareholders reject the Hostile Bid and not tender their Common Shares to the Hostile Bid. Please refer to the heading "Opinion of the Financial Advisor" for further details regarding the opinion.

Q.What action is the Pacific Booker Board undertaking in response to the Hostile Bid? 

A.On April 27, 2026, the Pacific Booker Board established the Special Committee, comprised of two independent directors, to evaluate the Hostile Bid, make recommendations in respect thereof and to consider other strategic alternatives available to Pacific Booker. The Pacific Booker Board, through the Special Committee and consistent with its fiduciary duties, is evaluating a broad range of options, including, but not limited to, possible change of control transactions or asset sales with one or more third parties, partnerships with strategic or financial partners or remaining independent and pursuing Pacific Booker's existing strategy as a stand-alone entity. Shareholders should wait for the results of the Special Committee's efforts to explore available alternatives. See "Alternatives to the Hostile Bid". 

Q.How many Common Shares does American Eagle own? 

A.The American Eagle Circular discloses that it beneficially owns, directly or indirectly, or controls or directs, 1,000 Common Shares of Pacific Booker, representing approximately 0.01% of the issued and outstanding Common Shares. 

Q.My broker advised me to tender my Common Shares. Should I? 

A.NO. The Pacific Booker Board, based on the unanimous recommendation of the Special Committee comprised of independent directors, and after receiving advice from its financial and legal advisors, has UNANIMOUSLY recommended that Shareholders REJECT the Hostile Bid and NOT TENDER their Common Shares to the Hostile Bid. The American Eagle Circular states that American Eagle has agreed to pay fees or commissions to its financial advisor, SCP Resource Finance LP, and its information agent and depository, Shorecrest Group Ltd., and that it may make other arrangements with soliciting dealers, dealer managers or information agents, either within or outside Canada, for compensation during the Hostile Bid period if it considers it appropriate to do so. As a result, their advice with respect to a decision to tender may not be impartial. 

A.NO. In a friendly take-over bid, the two companies work together to come to an agreement that would enhance Shareholder value. American Eagle, however, initiated its offer without the support of the Pacific Booker Board. Given this, the Hostile Bid should not be considered a friendly take-over bid and should be considered hostile to Pacific Booker. The Special Committee and the Pacific Booker Board are working, together with Pacific Booker's external financial and legal advisors, to develop, review and evaluate a range of strategic alternatives in the best interests of Pacific Booker and its Shareholders with a view to maximizing value to Shareholders. 

Q.Will the Offeror increase the Hostile Bid? 

A.Although American Eagle may increase the consideration offered under the Hostile Bid, it has not done so – see "Background to the Hostile Bid and Response of Pacific Booker". As a result, Pacific Booker does not know if the Offeror will increase the consideration offered to Shareholders under the Hostile Bid. The Pacific Booker Board believes that at its current price the Hostile Bid is inadequate, does not reflect full and fair value for the Common Shares and is not in the best interests of Pacific Booker or its Shareholders. See "Reasons for Rejecting the Hostile Bid". 

Q.Will I have protections if the Offeror takes up more than 66 2/3% of the Common Shares under the Hostile Bid and I don't tender my Common Shares? 

A.YES. If the Offeror takes up Common Shares under the Hostile Bid, the Offeror is required by law to extend the Hostile Bid for a further 10-day period during which Shareholders who have not already done so may tender their Common Shares. Further, applicable corporate law contains protections for minority Shareholders, including the right, in certain circumstances, to dissent and demand payment of the fair value of their Common Shares in the event of a Subsequent Acquisition Transaction (as defined below). If by the Expiry Time or within four (4) months from the date of the Hostile Bid, the Offeror is successful in acquiring at least 90% of the Common Shares under the Hostile Bid, excluding Common Shares held at the date of the Hostile Bid by or on behalf of the Offeror or its affiliates or associates (each as defined in NI 62-104), the Offeror has disclosed its intention to acquire the remaining Common Shares pursuant to a Compulsory Acquisition. If the Offeror is successful in acquiring at least two-thirds of the Common Shares, but less than 90% of the Common Shares, or the right of Compulsory Acquisition is not available, the Offeror has disclosed that it may pursue other means of acquiring the remaining Common Shares not deposited under the Hostile Bid pursuant to an amalgamation, statutory arrangement, capital reorganization, amendment to the articles or notice of articles of Pacific Booker, consolidation or other transaction (as determined by the Offeror) (a "Subsequent Acquisition Transaction"). 

Q.How does this deal compare to other recent deals in the sector? 

Q.Do I have to decide now? 

A.NO. You do not have to take any action. The Hostile Bid is currently scheduled to expire at 5:00 p.m. (Toronto time) on July 29, 2026 and is subject to a number of conditions that may never be satisfied. You do not have to make a decision until immediately prior to the Expiry Time to ensure that you are able to consider all of the options available to you. 

If you have already tendered your Common Shares to the Hostile Bid and you decide to withdraw these Common Shares from the Hostile Bid, you must allow sufficient time to complete the withdrawal process prior to the expiry of the Hostile Bid. For more information on how to withdraw your Common Shares, you should contact your broker or Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number, or by email at assistance@laurelhill.com. Laurel Hill Advisory Group's contact information is also listed below and on the back cover of this Directors' Circular. To keep current with and obtain information about the Hostile Bid, please visit www.pacificbooker.com.

Q.What should I do if I am contacted by agents of the hostile bidding company? 

A.Take no action. You may be contacted by agents of American Eagle, encouraging you to tender your Common Shares. We strongly encourage you to read and consider the information provided in this Directors' Circular carefully and take no action. 

Q.How do I find out if I still own Common Shares/how many Common Shares I own? 

A.To confirm your current position in Pacific Booker, please contact your broker where your Common Shares are held. Additionally, if you have further questions regarding the above you can contact Laurel Hill Advisory Group (contact details below). 

Q.Who do I contact if I have more questions? 

A.You should contact Laurel Hill Advisory Group, the strategic shareholder advisor and information agent retained by Pacific Booker, with any questions or requests for assistance that you may have. To keep current with and obtain information about the Hostile Bid, please visit www.pacificbooker.com. 

If you have any questions or require assistance, please contact:

North American Toll Free Phone: 1-877-452-7184  

Local and text: 1-416-304-0211

Email: assistance@laurelhill.com

Pacific Booker is a mining company and its main asset is the Morrison Project located in central British Columbia, 65 km northeast of Smithers and 35 km north of the village of Granisle. The Morrison Project is on the east side of Morrison Lake on Crown land and falls within the traditional territory of the Lake Babine Nation. The Morrison Project has a porphyry copper/gold/molybdenum deposit for which the Company completed a Technical Report in 2009.

The Common Shares are listed for trading on the TSXV under the symbol "BKM". The Common Shares also are quoted on the OTC Markets under the symbol "PBMLF".

Pacific Booker was incorporated on February 18, 1983, under the laws of the Province of British Columbia and its head office is located at 1203 – 1166 Alberni St., Vancouver, British Columbia, V6E 3Z3 and its registered office is located at 20^th Floor, 250 Howe Street, Vancouver, British Columbia, V6C 3R8.

Further information regarding Pacific Booker is available in Pacific Booker's public filings, which are available on Pacific Booker's issuer profile on SEDAR+ at www.sedarplus.ca.

GENERAL INFORMATION

Unless otherwise noted or the context otherwise indicates, any reference in this Directors' Circular to "Pacific Booker", the "Company", "we", "us" or "our" includes Pacific Booker Minerals Inc. and its subsidiaries.

Certain terms used in this Directors' Circular have the meanings set forth in Appendix "B" – Glossary hereto, unless such terms are defined elsewhere in this Directors' Circular.

Words importing the singular include the plural and vice versa and words importing any gender include all genders. A reference to an agreement means the agreement, as it may be amended, supplemented or restated from time to time.

Unless otherwise indicated, information in this Directors' Circular is given as at April 29, 2026.

Calculations of percentage amounts or amounts per Common Share set forth in this Directors' Circular are based on 16,816,969 Common Shares outstanding as of the close of business on April 28, 2026.

In this Directors' Circular, all amounts are shown in Canadian dollars, unless otherwise indicated.

As of April 29, 2026, the directors of Pacific Booker are Gregory Anderson, Victor Eng, Jonathan McCullough, John Plourde, Dr. Dennis Simmons and William Webster.

The information found on, or accessible through, Pacific Booker's website does not form part of this Directors' Circular.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements contained in this Directors' Circular, including the discussion of the reasons for the unanimous recommendations of the Special Committee and the Pacific Booker Board that Shareholders reject the Hostile Bid, contain forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "target", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should", "might" or "could" occur. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including risks associated with the impact of general economic conditions, industry conditions, governmental regulation, volatility of commodity prices, currency fluctuations, environmental risks, competition from other industry participants, infrastructure, environmental hazards, dependence on key management personnel, stock market volatility, Pacific Booker's ability to access sufficient capital from internal and external sources, the risks discussed in Pacific Booker's condensed interim financial statements and related Management's Discussion and Analysis for the three and nine months ended October 31, 2025, filed with the securities commissions in the provinces of British Columbia and Alberta, and Pacific Booker's other public disclosure documents, and other factors, many of which are beyond Pacific Booker's control. Pacific Booker believes the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this Directors' Circular should not be unduly relied upon.

Specific forward-looking information contained in this Directors' Circular includes, among others, statements pertaining to the following:

·the consequences to Shareholders as a result of the Hostile Bid; 

·the ability of Pacific Booker to attract other interested parties through a strategic process, including as a result of the actions of American Eagle; 

·the availability of superior offers or alternatives emerging that are capable of maximizing Shareholder value; 

·whether the conditions under the Hostile Bid will be satisfied or waived prior to the Expiry Time; 

·the expected disadvantages to the Shareholders if the Hostile Bid is successful; 

·expectations respecting the Company's prospects for the creation of Shareholder value, including financial performance and production results; 

·intentions of directors and officers of Pacific Booker to reject the Hostile Bid and not tender any Common Shares to the Hostile Bid;  

·the payments described under the heading "Arrangements Between Pacific Booker and its Directors and Officers" if the Hostile Bid is successful; 

·expectations regarding the Company's prospects for growth, operations, profitability and share price; 

·Shareholder value creation;  

·the execution of Pacific Booker's strategic plans; and  

·expectations regarding the mining industry in general and the market for copper. 

Forward-looking information is based on, among other things, the Company's expectations regarding its future results of operations, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities. Such forward-looking information reflects the Company's current beliefs and assumptions and is based on information currently available to it.

With respect to forward-looking information contained in this Directors' Circular, assumptions have been made regarding, among other things:

·future commodity prices; 

·general economic conditions; 

·changes in laws, rules and regulations applicable to Pacific Booker; 

·competitive conditions in the mining industry; 

·operating costs; 

·the quality of Pacific Booker's assets and their attractiveness to interested parties; 

·Pacific Booker's expectations regarding the exploration potential of its current assets; 

·future capital expenditures to be made by Pacific Booker; 

·future sources of funding for the Company's capital programs; and 

·the impact of increasing competition on the Company. 

Many of the foregoing assumptions are subject to change and are beyond the Company's control.

Some of the risks that could affect the Company's future results and could cause results to differ materially from those expressed in the forward-looking information include:

·risks relating to the outcome of the Hostile Bid; 

·the risk that the conditions to the Hostile Bid may not be satisfied, or to the extent permitted, waived; 

·the risk that the Hostile Bid may be varied, accelerated or terminated in certain circumstances; 

·the risk that no superior offers or alternatives will emerge; 

·the effect or outcome of litigation; 

·general business, competitive, political, regulatory and social uncertainties; 

·uncertainty related to mineral exploration properties; 

·lack of infrastructure at mineral exploration properties; 

·risks relating to the interpretation of drill results and geology, grade and continuity of mineral deposits; 

·changes in laws and regulations, including environmental, regulatory and taxation laws, and the interpretation of such changes to Pacific Booker's business; 

·the risks associated with existing and potential or threatened future lawsuits and regulatory actions against Pacific Booker and its affiliates; 

·competition for, among other things, capital, the acquisition of assets and skilled personnel; 

·expectation of future losses of Pacific Booker; 

·risks related to the inability to obtain adequate financing for planned exploration activities; 

·fluctuations in market prices for copper, zinc, and lead; 

·variations in foreign exchange rates and interest rates; 

·risks related to governmental regulations, including environmental laws and regulations and liability and obtaining permits and licenses; 

·the extent of, and cost of compliance with, laws and regulations and the effect of changes in such laws and regulations from time to time including changes which could restrict the Company's ability to access foreign capital; 

·failure to obtain or retain key personnel; 

·potential conflicts of interest; 

·labour disputes and other risks of the mining industry; 

·the ability to renew existing licenses or permits or obtain required licenses and permits; 

·the speculative nature of mineral exploration; 

·uncertainties related to title to mineral properties and the acquisition of surface rights; 

·the actions of non-governmental organizations, local communities and anti-mining actors in British Columbia, Canada; 

·actual results of current exploration activities; 

·changes to tax laws and government incentive programs; 

·risks associated with establishing and maintaining systems of internal controls; and 

·cybersecurity errors, omissions or failures. 

The foregoing list of risks, uncertainties and factors is not intended to be exhaustive. The effect of any one risk, uncertainty or factor on particular forward-looking information is uncertain because these factors are independent, and the Company's future course of action would depend on an assessment of all available information at that time. However, based on information available to Pacific Booker on the date of this Directors' Circular, management believes that the expectations in the forward-looking information are reasonable. Pacific Booker gives no assurances as to future results, levels of activity or achievements.

Certain statements in this Directors' Circular are forward-looking statements with respect to American Eagle and American Eagle's expectations with respect to the Hostile Bid and Pacific Booker. The information was derived from the American Eagle Circular and other publicly available documents and is subject to the cautionary statements provided by American Eagle in such documents. See "Information Regarding American Eagle".

This cautionary statement qualifies all forward-looking information contained in this Directors' Circular.

SCIENTIFIC AND TECHNICAL DISCLOSURE

In this Directors' Circular, the definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are those used by the Canadian provincial securities regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Scientific and technical information contained in this Directors' Circular was reviewed and approved by Kent Zehr, consultant to the Company, and a "qualified person" under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

Scientific and technical information contained in this Directors' Circular is derived from, and in some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the report entitled "Morrison Copper/Gold Project – Feasibility Study, NI 43-101 Technical Report" dated March 12, 2009, and prepared by Wardrop Engineering Inc. (the "Technical Report"). Reference should be made to the full text of the Technical Report, which is available for review under Pacific Booker's profile on SEDAR+ at www.sedarplus.ca.

NOTICE TO NON-CANADIAN SHAREHOLDERS

The Hostile Bid to which this Directors' Circular relates is made for the securities of a Canadian issuer. This Directors' Circular has been prepared by Pacific Booker in accordance with disclosure requirements under applicable Canadian law. Shareholders in the United States and otherwise outside of Canada should be aware that these requirements may be different from those of the United States and other jurisdictions. Pacific Booker prepares its financial statements in accordance with IFRS. These financial statements may not be comparable to financial statements of United States companies and other non-Canadian companies. It may be difficult for Shareholders in the United States and otherwise outside of Canada to enforce their rights and any claim they may have arising under United States federal securities laws or the securities laws of other non-Canadian jurisdictions since Pacific Booker is incorporated under the laws of the Province of British Columbia, certain of the officers and directors of Pacific Booker reside in Canada, and some of the experts named herein reside in Canada.

Pacific Booker is a reporting issuer in the provinces of Alberta and British Columbia, and files its continuous disclosure documents and other documents with the Canadian securities regulatory authorities in each such province. Continuous disclosure documents are available on the Company's SEDAR+ profile at www.sedarplus.ca. Certain information in this Directors' Circular has been taken from or is based on documents that are expressly referred to in this Directors' Circular. All summaries of, and references to, documents that are specified in this Directors' Circular as having been filed, or that are contained in documents specified as having been filed on SEDAR+, are qualified in their entirety by reference to the complete text of those documents as filed, or as contained in documents filed, under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Shareholders are urged to read carefully the full text of those documents provided that, for greater certainty, any such documents are expressly not incorporated by reference into this Directors' Circular.

INFORMATION REGARDING AMERICAN EAGLE

This Directors' Circular also includes information relating to American Eagle, including forward-looking information. This information was derived from, and the Pacific Booker Board and Pacific Booker have relied on, without independent verification, the American Eagle Circular and other publicly available documents or sources.

Neither the Pacific Booker Board nor Pacific Booker has independently verified or assumes any responsibility for the accuracy or completeness of the information contained in any such documents or for any failure by American Eagle to disclose events that may have occurred or that may affect the significance or accuracy of any such information.

MARKET DATA

The Hostile Bid

This Directors' Circular responds to American Eagle's unsolicited offer made to purchase all of the issued and outstanding Common Shares, and any Common Shares that may become issuable after the date of the Hostile Bid but prior to the Expiry Time, on the basis of 1.41 Offeror Common Shares per Common Share, upon the terms and subject to the conditions set forth in the American Eagle Circular and in the related Letter of Transmittal.

The Hostile Bid is described in the American Eagle Circular filed by the Offeror with Canadian securities regulatory authorities on April 14, 2026. According to the American Eagle Circular, the Hostile Bid will expire at 5:00 p.m. (Toronto time) on July 29, 2026, unless the Hostile Bid is extended, accelerated or withdrawn by the Offeror in accordance with its terms.

The Hostile Bid is subject to numerous conditions, which must be satisfied or, where permitted, waived by the Offeror at 5:00 p.m. (Toronto time) on July 29, 2026 or such earlier or later time during which Common Shares may be deposited under the Hostile Bid, excluding the mandatory 10-day extension period or any extension thereafter, which include, among others:

(a)not less than 66⅔% of the outstanding Common Shares, on a fully diluted basis (excluding Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror or any person acting jointly or in concert with the Offeror, within the meaning of NI 62-104), will have been validly deposited under the Hostile Bid and not withdrawn at the Expiry Time of the Hostile Bid; 

(b)the Offeror shall have determined, in its reasonable judgment, that there does not exist and there shall not have occurred or been publicly disclosed since the date of the Hostile Bid, any condition, event, circumstance, change, development, occurrence or state of facts (or condition, event, circumstance, change, development, occurrence or state of facts involving a prospective change or effect) which has or could reasonably be expected to have a Material Adverse Effect; 

(c)the Company shall have taken all corporate or all other actions necessary so that all outstanding convertible securities, including Options, to the extent they are not exercised, are either terminated, surrendered or cancelled or otherwise dealt with in accordance with the Option Plan, to the satisfaction of the Offeror, acting reasonably, as at the Expiry Time of the Hostile Bid; 

(d)each of the Regulatory Approvals shall have been made, given, obtained, occurred or concluded, as the case may be, on terms and conditions satisfactory to the Offeror, in its reasonable discretion, and each such approval shall be in full force and effect and any such occurrence shall not have been invalidated in any manner; 

(i)any purchase, license, lease or acquisition of an interest in assets or purchase of securities; 

(ii)any sale, license, lease, pledge, disposition, abandonment, forfeiture or any other dealing with of an interest in assets of the Company, including, for greater certainty, any granting of a royalty interest, metals stream or sales of future production; 

(iii)any amendment to their respective articles, by-laws or other constating documents; 

(iv)any capital expenditures other than in the ordinary course; 

(v)any related party transaction to which the Company or any of its subsidiaries is a party; 

(vi)any incurrence of indebtedness or hedging or similar obligations, the granting of any liens or security or the entering into of any agreements restricting the grant of liens or security, in each case other than in the ordinary course; 

(vii)except as may be required by Law, the adoption, establishment or entering into of any new, or material amendment to any existing, employment, change in control, severance, compensation, benefit or similar agreement, arrangement or plan with or for one or more of the Company's employees, consultants, officers or directors (other than the entering into of employment agreements with new employees after the date of the Hostile Bid, provided such agreements are entered into in the ordinary course), the making of grants or awards pursuant to any agreements, arrangements or plans to provide for increased benefits to one or more employees, consultants, officers or directors of the Company or making any payment or otherwise altering the terms of any outstanding awards (including, without limitation, any Options under the Option Plan) to provide for a payment or other entitlement that represents a material increase from that disclosed in the Company's public filings or a material deviation from the past practice of the Company; 

(ix)any guarantee of the payment of any material amount of indebtedness of a third party; 

(x)any declaration, payment, authorization of any dividend, distribution or payment of or on any of its securities, other than interest payments on the Company's outstanding indebtedness in the ordinary course; 

(xii)any take-over bid or tender offer (including, without limitation, an issuer bid or self-tender offer) or exchange offer, merger, amalgamation, plan of arrangement, reorganization, consolidation, business combination, reverse take-over, sale of all or substantially all of its assets, sale of securities, recapitalization, liquidation, dissolution, winding up or similar transaction involving the Company or any of its subsidiaries; 

(xiii)any material joint venture or other mutual cooperation agreement or distribution agreement; or 

(xiv)any proposal, plan or intention to do any of the foregoing, either publicly announced or communicated by or to the Company, or entering into any agreement or agreement in principle to do any of the foregoing; 

(h)the Offeror shall not have become aware of any adverse claims, impairments, rights, interests, limitations or other restrictions of any kind whatsoever not specifically and publicly disclosed by the Company prior to the date of the Hostile Bid, in respect of any of Pacific Booker's properties or assets, including any mineral rights or concessions; 

(i)the Offeror shall have determined, in its reasonable judgment, that no covenant, term or condition (individually or in the aggregate) exists in any material license, permit, instrument, indenture, loan or agreement to which the Company or any of its subsidiaries is a party or to which the Company or any of its assets are subject (including, without limitation, in respect of the Option Plan or any other incentive or similar plan of the Company) which, if the Hostile Bid, a Compulsory Acquisition or a Subsequent Acquisition Transaction were consummated, could reasonably be expected to: 

(i)be impaired or otherwise adversely affected, or cause any obligation to vest or accelerate or become due prior to its stated due date (in each case, either immediately or after notice or passage of time or both), that could reasonably be expected to materially reduce the value to the Offeror of the Company or the Common Shares or could reasonably be expected to have a Material Adverse Effect; 

(ii)result in any material liability or obligation of the Offeror, the Company or any of their respective affiliates or subsidiaries, or result in any material restriction upon the Offeror, the Company or any of their respective affiliates or subsidiaries in respect of any of their businesses, operations or assets; 

(iv)limit any material right or benefit of the Company or any of its subsidiaries under, or reduce the value, in any material respect, of any such license, permit, instrument, indenture, loan or agreement; or 

(v)reduce the anticipated economic value to the Offeror of the acquisition of the Common Shares or impair the ability of the Offeror to proceed with the Hostile Bid, to take up and pay for Common Shares deposited under the Hostile Bid or consummate any Compulsory Acquisition or Subsequent Acquisition Transaction; 

(j)the Offeror shall have determined, in its reasonable judgment, that there shall not have occurred or been threatened in writing on or after the date of the Hostile Bid: 

(i)any general suspension of trading in, or limitation on prices for, securities on the TSXV;  

(ii)any extraordinary or material adverse change in the financial, banking or capital markets or in major stock exchange indices in Canada or the United States; 

(iii)a declaration of a banking moratorium or any suspension of payments in respect of banks in Canada or the United States; 

(iv)any limitation (whether or not mandatory) by any Governmental Entity on, or other event that, in the reasonable judgment of the Offeror, might affect the extension of credit by banks or other financial institutions; 

(v)any material change in currency exchange rates or a suspension or limitation on the markets therefor, including Canada or the United States; 

(vi)a commencement of war or armed hostilities or other national or international calamity involving Canada or the United States; or 

(vii)in the case of any of the foregoing existing at the time of the commencement of the Hostile Bid, a material acceleration or worsening thereof, that could reasonably be expected to reduce the anticipated economic value to the Offeror of the acquisition of the Common Shares or impair the ability of the Offeror to proceed with the Hostile Bid, to take up and pay for Common Shares deposited under the Hostile Bid or consummate any Compulsory Acquisition or Subsequent Acquisition Transaction; 

The following are the principal reasons for the UNANIMOUS recommendations of the Special Committee and of the Pacific Booker Board to Shareholders to REJECT the Hostile Bid and NOT TENDER their Common Shares to the Hostile Bid.

1.The Hostile Bid is highly opportunistic bid that does not reflect Pacific Booker's full and fair value. 

The Hostile Bid is well below fair value for the Company assets: The Morrison Project is a large-scale copper-gold-molybdenum deposit in a Tier-1 jurisdiction (British Columbia) with mineral resources of over two billion pounds of copper and over two million ounces of gold supported by a completed technical report. The Hostile Bid values the Morrison Project at approximately US$0.01 per pound of copper in resources, which is in the low-end range of the peer group precedent transactions of between US$0.02 per pound and US$0.05 per pound of contained copper in resources (or as much as an 80% discount) as well comparable precedent transactions between US$0.04 and US$0.09 per pound of copper in resources (or as much as an 89% discount).⁴ American Eagle is attempting to acquire this asset at distressed pricing before the Company has had the opportunity to re-engage with First Nations stakeholders, reset the permitting pathway, or conduct a competitive strategic process. The view of the Board and management is that tendering Common Shares at the low price offered by American Eagle would deprive Shareholders of significant upside potential in their investment.

Consideration offered under the Hostile Bid is far below current market price: Since the announcement of the Hostile Bid, the market price of the Common Shares has climbed over 133%, from closing at $1.35 per Common Share on April 13, 2026, to closing at $3.15 per Common Share on April 28, 2026. The Common Shares have traded well above the implied price offered under the Hostile Bid every day since the Hostile Bid was launched and traded at prices representing more than double the implied consideration. It is therefore clear that Shareholders and the market in general believe the Hostile Bid is inadequate, and American Eagle's advertised premium of 30.6% was "cherry picked" at a highly opportunistic time.

2.Pacific Booker has received an inadequacy opinion from RCI Capital that, from a financial point of view, the Hostile Bid is not an adequate offer for Shareholders. 

On April 29, 2026, Pacific Booker's financial advisor, RCI Capital, delivered an opinion to the Board and the Special Committee, to the effect that, as of the date of the opinion, and based upon and subject to the assumptions, limitations and qualifications contained therein and such other matters as RCI Capital considered relevant, the consideration offered to Shareholders pursuant to the Hostile Bid is inadequate from a financial point of view to the Shareholders (other than American Eagle and its affiliates).

A copy of the written opinion of RCI Capital, which describes, among other things, the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached to this Directors' Circular as Appendix "A". The opinion was provided for the information and assistance of the Special Committee and the Board (in their respective capacities as such) in connection

The Board recommends that you read the opinion carefully and in its entirety for a description of the procedures followed, matters considered and limitations on the reviews undertaken.

3.The Hostile Bid's share consideration exposes Shareholders to a company with inferior assets. 

The consideration offered under the Hostile Bid is comprised entirely of shares of American Eagle, a pre-revenue, exploration-stage company. American Eagle has no mineral resource or reserve estimates at its NAK project or elsewhere, no history of mineral production, negative operating cash flow, and is dependent on third-party financing. American Eagle reported a net loss of approximately $7.3 million for the nine months ended September 30, 2025. There is significant risk to Pacific Booker shareholders in accepting American Eagle shares, since there is insufficient drilling to determine the ultimate average grade and continuity of the mineralization at the NAK project. Assuming American Eagle would be valued at the mid-range of the peer group, it would need to produce a mineral resource estimate of approximately the same size as Morrison in order to justify its current market value, which is a highly uncertain outcome.

Moreover, American Eagle opted to make the Hostile Bid and file the American Eagle Circular mere days before its audited annual financial statements were due to be filed, compromising the ability of Shareholders to properly value the Offeror Common Shares and leaving Shareholders with nearly seven month old financial information which may no longer accurately reflect the Offeror's financial state.

4.The standalone case has strong upside potential for Shareholders; Superior offers or other alternatives also have the potential to emerge. 

Management and the Board firmly believe in the strength of Pacific Booker's stand-alone plan which is positioned to deliver substantial long-term value to Shareholders. The Pacific Booker Board and management are exploring various standalone scenarios, including structured re-engagement with First Nations stakeholders. The willingness of the Lake Babine Nation to work with American Eagle suggests that it is not opposed to mineral development if can work with the right project proponent on the right terms. The Pacific Booker Board is open to resetting the engagement with the Nation in a constructive and respectful way.

Notwithstanding the above, the Board, consistent with its fiduciary duties, continuously reviews and evaluates potential strategic alternatives to maximize shareholder value. While the Board believes in the stand-alone plan and the strength of the long-term strategy, the Board acknowledges that the Hostile Bid may act as a catalyst to uncover additional opportunities or interested parties. Should a superior proposal or alternative transactions arise, the Board is fully prepared to evaluate these options and present them transparently to Shareholders.

In this regard, Pacific Booker has engaged RCI Capital as its financial advisor to manage a broader strategic review process aimed at exploring and considering potential strategic alternative transactions to the Hostile Bid. The fact is, Pacific Booker's high-quality assets and technical expertise would fit well and complement the portfolios of many companies, and other operators would be well positioned to realize significant synergies through a combination with Pacific Booker. As part of the strategic review, the Company intends to prepare a new preliminary economic assessment on the Morrison Project to, among other things, update the assumptions contained in the Technical Report.

The Hostile Bid is open for acceptance until July 29, 2026, and remains subject to numerous conditions. Accordingly, Shareholders should be patient and understand that tendering their Common Shares to the Hostile Bid before Pacific Booker has had an opportunity to fully explore available potential alternatives to the Hostile Bid may preclude a financially superior transaction from emerging.

5.The Hostile Bid contains extraordinary conditionality. 

The Hostile Bid contains a significant number of conditions which must be satisfied or waived before American Eagle is obligated to take up and pay for any Common Shares tendered. Many of the conditions are not subject to materiality thresholds or any other objective criteria, but rather are in American Eagle's discretion. These conditions, in effect, provide American Eagle with an unfair option to decline or proceed with its offer, constituting the grant to American Eagle of a unilateral and discretionary option to acquire all of the Common Shares at a price that the Board views as inadequate with Shareholders bearing the risk of non-completion.

Furthermore, the Hostile Bid is subject to receipt of a number of regulatory approvals. Notably, before American Eagle can take up and pay for any Common Shares deposited under the Hostile Bid, the Registration Statement must be declared effective under the U.S. Securities Act and not subject to a stop order or proceeding seeking a stop order. There can be no assurance that the United States Securities and Exchange Commission will declare the Registration Statement effective on a timely basis prior to the Expiry Time or at all.

6.American Eagle's plans lack certainty. 

The American Eagle Circular claims that the Hostile Bid will provide a better outcome for Shareholders, including as a result of coordinated development between its NAK project and the Morrison Project.

In reality, American Eagle does not control any ground or any of the lands between its NAK project and the Morrison Project. American Eagle's idea of coordinated development with NAK is premature, and there are no obvious synergies currently considering Morrison has published economic study while NAK is only at an exploration stage. Moreover, there is no certainty that American Eagle can obtain rights to allow any form of co-development between the two projects.

REJECTION OF THE HOSTILE BID

To REJECT the Hostile Bid, you do not need to do anything. If you have tendered your Common Shares to the Hostile Bid, you can withdraw them until they are taken up under the Hostile Bid. The Pacific Booker Board recommends that you withdraw any tendered Common Shares immediately. To withdraw your tendered Common Shares, simply ask your broker or contact Laurel Hill Advisory Group (by calling 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number, or by email at assistance@laurelhill.com). See "How to Withdraw Your Deposited Common Shares". To keep current with and obtain information about the Hostile Bid, please visit www.pacificbooker.com.

OPINION OF THE FINANCIAL ADVISOR

RCI Capital was formally engaged by Pacific Booker to act as financial advisor to Pacific Booker and the Pacific Booker Board. Under the terms of the RCI Engagement Agreement, RCI Capital has agreed to provide Pacific Booker and the Pacific Booker Board with various advisory services including in connection with the Hostile Bid and, among other things, the provision of its opinion as to the adequacy or inadequacy (as the case may be), from a financial point of view, of the consideration offered to the Shareholders under the Hostile Bid.

On April 29, 2026, RCI Capital delivered its opinion to the Special Committee and the Pacific Booker Board to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications contained therein and such other matters as RCI Capital considered relevant, the consideration offered to the Shareholders (other than American Eagle and its affiliates) under the Hostile Bid was inadequate, from a financial point of view, to such Shareholders.

A copy of the written opinion of RCI Capital, which describes, among other things, the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Directors' Circular as Appendix "A".

Pursuant to the terms of the RCI Engagement Agreement, RCI Capital will receive a fixed fee for rendering the opinion, which is in no way contingent upon the opinion being favourable or upon a successful rejection of the Hostile Bid. Pacific Booker has agreed to pay RCI Capital an additional fixed fee upon completion of any subsequent opinions it may deliver. RCI Capital will also receive a fee for its advisory services, which fee is contingent upon a change of control of Pacific Booker or certain other events, including the acquisition of the Common Shares, the non-completion of an unsolicited take-over bid for the Common Shares, the sale of all or substantially all of Pacific Booker's assets or a merger, amalgamation, plan of arrangement, consolidation, reorganization or other business combination. Pacific Booker has also agreed to reimburse RCI Capital for its reasonable expenses and to indemnify RCI Capital against certain liabilities that might arise out of its engagement.

Neither RCI Capital nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act) of Pacific Booker, American Eagle or any of their respective associates or affiliates (collectively, the "Interested Parties").

RCI Capital has not been engaged to provide any financial advisory services nor has it participated in any financings involving the Interested Parties within the past two years, other than acting as financial advisor to Pacific Booker pursuant to the RCI Engagement Agreement.

There are no understandings, agreements or commitments between RCI Capital and Pacific Booker or American Eagle, or any other Interested Party, with respect to any future business dealings. RCI Capital may, in the future, in the ordinary course of business, perform financial advisory or investment banking services to one or more of the Interested Parties from time to time in return for such fees or other compensation as may be agreed to at the time.

BACKGROUND TO THE HOSTILE BID AND RESPONSE OF PACIFIC BOOKER

The Pacific Booker Board believes that it is important for Shareholders to understand the context in which the Hostile Bid was made in order to better understand the rationale for its response to the Hostile Bid and recommendation to REJECT the Hostile Bid as set out in this Directors' Circular. The key events and prior discussions that led to the commencement of the Hostile Bid are as described below.

Since 2024 and prior to making the Hostile Bid, American Eagle approached the Company on several occasions seeking to acquire the Morrison Project. On each occasion, the Company determined that the consideration being offered was not acceptable and did not reflect the full value of the Morrison Project or the best interests of Pacific Booker and its Shareholders.

Despite being advised on multiple occasions that its proposals were not acceptable, American Eagle continued to submit revised proposals that did not meaningfully improve upon its initial offer. The Company reviewed each successive proposal and, in each instance, communicated to American Eagle that the proposed consideration remained insufficient to form the basis for a transaction involving the Morrison Project.

Notwithstanding the Company's clear and consistent communications regarding the inadequacy of American Eagle's proposals, American Eagle elected to proceed with the Hostile Bid directly to Shareholders rather than present a proposal on terms that the Pacific Booker Board could reasonably consider and evaluate. The Hostile Bid was commenced without American Eagle having first presented a proposal at a level that the Pacific Booker Board considered sufficient to warrant engagement or further discussions.

On April 14, 2026, American Eagle formally commenced the Hostile Bid and filed the American Eagle Circular.

The Company initially contacted RCI Capital regarding a potential advisory assignment the week of April 20, 2026, and RCI Capital was formally engaged by the Company on April 22, 2026, pursuant to the RCI Engagement Agreement.

On April 27, 2026, the Pacific Booker Board met to consider the Hostile Bid and related matters, including Pacific Booker's response thereto (the "April 27 Meeting"). At the April 27 Meeting, the Pacific Booker Board approved the appointment of Jonthan McCullough as an independent director of the Company and formed the Special Committee comprised of Jonathan McCullough and Gregory Anderson, each of whom are independent directors of Pacific Booker. The mandate of the Special Committee is to, among other things, assess, consider and review the Hostile Bid, consider alternative transactions or strategies to maximize Shareholder value, oversee the process relating to the Hostile Bid and any possible alternative transactions (including, if determined appropriate by the Special Committee, to conduct, or to supervise the negotiations of any agreements with counterparties) and make recommendations to the full Pacific Booker Board. The Special Committee was also given the power to retain financial, legal and other advisors.

At the April 27 Meeting, the Company also retained Bennett Jones as its legal advisor and Laurel Hill Advisory Group as strategic shareholder advisor and information agent. RCI Capital subsequently provided the Pacific Booker Board with commercial and financial background with respect to the Hostile Bid and Bennett Jones discussed certain legal considerations in the context of the Hostile Bid.

On April 28, 2026, Pacific Booker issued a news release in response to the Hostile Bid, cautioning its Shareholders that Shareholders need not take any action at that time. Pacific Booker also announced that Mr. McCullough had been appointed to the Pacific Booker Board and that the Special Committee had been established. On the same day, the Special Committee met and appointed Jonathan McCullough as Chair of the Special Committee and Gregory Anderson as Secretary of the Special Committee, discussed the compensation of the members, and engaged with representatives of RCI Capital to review strategic matters related to the response to the Hostile Bid.

On April 29, 2026, immediately following the Special Committee meeting, the Pacific Booker Board met with its legal and financial advisors and, after a thorough and careful review and consideration of the best interests of Pacific Booker and the impact on, and consideration of, Shareholders and the Company's other stakeholders, including a thorough review of the Hostile Bid and the American Eagle Circular, and after receiving the unanimous recommendation of the Special Committee and an oral opinion from RCI Capital, confirmed by delivery of a written opinion dated April 29, 2026 (a copy of which is attached as Appendix "A" to this Directors' Circular), to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken described in such opinion, the consideration of 1.41 Offeror Common Shares per Common Share offered to Shareholders (other than American Eagle and its affiliates) pursuant to the Hostile Bid was inadequate, from a financial point of view, to such Shareholders, as well as a thorough review of other matters discussed elsewhere in this Directors' Circular and having taken into account numerous factors including, but not limited to, the reasons set forth under the heading "Reasons for Rejecting the Hostile Bid", the Pacific Booker Board determined that the Hostile Bid is inadequate and is not in the best interests of Pacific Booker or its Shareholders, and decided to recommend that Shareholders REJECT the Hostile Bid by TAKING NO ACTION.

ALTERNATIVES TO THE HOSTILE BID

The Pacific Booker Board, through the Special Committee and consistent with its fiduciary duties, is evaluating with its financial advisors a broad range of options and considering other strategic alternatives. Such strategic alternatives may include, but are not limited to, possible change of control transactions with one or more third parties, partnerships with strategic or financial partners or Pacific Booker remaining independent and continuing its current strategy to increase Shareholder value as a stand-alone publicly-traded company. Accordingly, the Pacific Booker Board unanimously recommends that Shareholders DO NOT TAKE ANY ACTION to ensure that Shareholders are able to consider all of the options available

While there can be no assurance that other alternatives will emerge from these activities, the Pacific Booker Board believes that Pacific Booker has unique assets, and that its business (including its core assets) is very attractive to other parties in addition to American Eagle. Shareholders are encouraged to  wait for the results of the Special Committee's efforts to explore available alternatives. Accordingly, Shareholders are advised not to tender their Common Shares to the Hostile Bid. As the Hostile Bid is open for acceptance until July 29, 2026, there is no need for Shareholders to take any action with respect to the Hostile Bid at this time. If you have already tendered your Common Shares to the Hostile Bid, you can withdraw them.

HOW TO WITHDRAW YOUR DEPOSITED COMMON SHARES

To reject the Hostile Bid, you do not need to take any action. Shareholders who have already tendered their Common Shares to the Hostile Bid can withdraw them at any time before their Common Shares have been taken up and paid for by the Offeror pursuant to the Hostile Bid.

Shareholders who hold Common Shares through a brokerage firm should contact their broker to withdraw their Common Shares on their behalf. If the Common Shares have been deposited pursuant to the procedures for book-entry transfer, as set out in Section 3 of the Hostile Bid, "Manner of Acceptance – Acceptance by Book-Entry Transfer – CDS and/or DTC", any notice of withdrawal must specify the name and number of the account at CDS Clearing and Depository Services Inc. ("CDS") or the Depository Trust Company ("DTC"), as applicable, to be credited with the withdrawn Common Shares and otherwise comply with the procedures of CDS or DTC, as applicable.

For assistance in withdrawing your Common Shares, you should contact your broker or Laurel Hill Advisory Group, the strategic shareholder advisor and information agent retained by Pacific Booker, by North American toll free phone at 1-877-452-7184, local and text: 1-416-304-0211 or by email at assistance@laurelhill.com. To keep current with and obtain information about the Hostile Bid, please visit www.pacificbooker.com.

PACIFIC BOOKER SHARES

General

The Common Shares are listed for trading on the TSXV under the symbol "BKM". In addition, the Common Shares trade on the OTC Markets under the symbol "PBMLF".

On April 13, 2026, the last trading day prior to the commencement of the Hostile Bid, the closing price of the Common Shares on the TSXV was $1.35. On April 28, 2026, the last trading day prior to the date of this Directors' Circular, the closing price of the Common Shares on the TSXV was $3.15.

There are no agreements, commitments or understandings made or, to the knowledge of the directors and officers of the Company, proposed to be made between the Offeror and any of the directors or officers of the Company, including any agreement, commitment or understanding including pursuant to which a payment or other benefit is proposed to be made or given by way of compensation for loss of office or as to any such person remaining in or retiring from office if the Hostile Bid is successful. No director or officer of the Company is a director or officer of the Offeror or of any subsidiary of the Offeror.

To the knowledge of the directors and officers of the Company, there are no agreements, commitments or understandings made or proposed to be made between the Offeror and any securityholder of the Company relating to the Hostile Bid.

ARRANGEMENTS BETWEEN PACIFIC BOOKER AND ITS DIRECTORS AND OFFICERS

Other than as described in this Directors' Circular, no agreement, commitment or understanding has been made, or is proposed to be made, between the Company and any of its directors or officers, including pursuant to which a payment or other benefit is to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office if the Hostile Bid is successful.

Compensation Agreements and Arrangements

Pacific Booker has commitments or understandings with certain of its directors and officers as follows:

·John Plourde receives monthly compensation of $11,000 for his role as President and CEO of the Company; and 

·Ruth Swan receives compensation of $50.00 per hour as CFO of the Company. 

Neither of the foregoing commitments or understandings are set out in formal written agreements.

Option Plan

The following is a summary of the treatment of Options on a Change of Control Event (as defined in and pursuant to the Option Plan) and is therefore not a comprehensive description of all of the terms and conditions of the Option Plan and is qualified entirely by the text of the Option Plan.

In the event that a Change of Control Event occurs, all Options outstanding under the Option Plan shall immediately vest in full and each Option will be paid out in cash at an amount equal to the difference between the value of the per-share consideration payable pursuant to the terms of the transaction constituting a Change of Control Event and the exercise price stipulated when such Option was granted.

Assuming the conditions in the Hostile Bid are satisfied and the Offeror takes up and pays for the Common Shares, the Hostile Bid would be a Change of Control Event and all Options would immediately vest in full and be paid out in accordance with the terms of the Option Plan.

OWNERSHIP OF SECURITIES OF THE OFFEROR

None of Pacific Booker or the directors or officers of Pacific Booker or, to their knowledge after reasonable enquiry, any associate or affiliate of an insider of Pacific Booker, any affiliate or associate of Pacific Booker, any insider of Pacific Booker who is not a director or officer of Pacific Booker or any person acting jointly or in concert with Pacific Booker, beneficially owns, or exercises control or direction over, any securities of the Offeror.

INTERESTS OF DIRECTORS AND OFFICERS IN MATERIAL TRANSACTIONS WITH THE OFFEROR

None of the directors or officers of Pacific Booker and their associates and, to the knowledge of the directors and officers of Pacific Booker, after reasonable enquiry, no person who owns more than 10% of any class of equity securities of Pacific Booker for the time being outstanding has any interest in any material transaction to which the Offeror is a party.

MATERIAL CHANGES IN THE AFFAIRS OF PACIFIC BOOKER

Except as publicly disclosed, the directors and officers of Pacific Booker are not aware of any information that indicates any material change in the affairs of Pacific Booker since the date of its last published financial statements, being its interim consolidated financial statements for the three and nine months ended October 31, 2025.

OTHER TRANSACTIONS

Other than as described or referred to in this Directors' Circular, no negotiations are underway in response to the Hostile Bid which relate to or would result in: (i) an extraordinary transaction such as a merger or reorganization involving Pacific Booker or a subsidiary of Pacific Booker; (ii) the purchase, sale or transfer of a material amount of assets by Pacific Booker or a subsidiary of Pacific Booker; (iii) a take-over bid or other acquisition of securities of Pacific Booker by any person other than the Offeror; (iv) a bid by Pacific Booker for its own securities or for those of another issuer; or (v) any material change in the present capitalization or dividend policy of Pacific Booker.

Other than as described or referred to in this Directors' Circular, there is no transaction, Pacific Booker Board resolution, agreement in principle or signed contract of Pacific Booker which has occurred in response to the Hostile Bid and that related to one of the matters set forth in the preceding paragraph. Notwithstanding the foregoing, the Pacific Booker Board may in the future engage in or conclude negotiations pursuant to a strategic process or in response to the Hostile Bid that could have one or more of the effects specified in the preceding paragraph. The Pacific Booker Board has determined that disclosure with respect to the parties to, and the possible terms of, any transactions or proposals of the type referred to in the preceding paragraph might jeopardize any discussions or negotiations that Pacific Booker may conduct. Accordingly, Pacific Booker does not currently intend to disclose the possible terms of any such transaction or proposal until required by applicable law or considered appropriate.

April 29, 2026

The Special Committee of the Board of Directors

Pacific Booker Minerals Inc.

1166 Alberni St. Suite 1203

Vancouver, BC, V6E 3Z3

To the Special Committee of the Board of Directors:

INADEQUACY OPINION

RCI Capital Group Inc. ("RCI"), understands that American Eagle Gold Corp. ("American Eagle") has made an offer (the "American Eagle Offer") to acquire all of the issued and outstanding common shares (the "Common Shares") of Pacific Booker Minerals Inc. (the "Company") not already owned by American Eagle or its affiliates for consideration per Common Share of 1.41 of a common share of American Eagle (the "American Eagle Shares"). The consideration of the American Eagle Offer is detailed in a take-over bid circular dated April 14, 2026 (the "American Eagle Circular"), which has been mailed to holders of the Common Shares (the "Shareholders") in connection with the American Eagle Offer.

RCI understands that the board of directors (the "Board") of the Company has formed a special committee comprised of independent directors (the "Special Committee") to consider the American Eagle Offer and make recommendations thereon to the Board. The Special Committee has retained RCI to provide advice and assistance to the Special Committee in evaluating the American Eagle Offer, including the preparation and delivery, to the Special Committee and the Board, of RCI's opinion (the "Opinion") as to the fairness of the consideration under the American Eagle Offer from a financial point of view to the Shareholders (other than American Eagle and its affiliates).

RCI has not prepared a valuation of the Company or any of its securities or assets and the Opinion should not be construed as such.

Engagement

The Company initially contacted RCI regarding a potential advisory assignment the week of April 20, 2026, and RCI was formally engaged by the Special Committee through an agreement between the Special Committee and RCI (the "Engagement Agreement") dated April 22, 2026. The terms of the Engagement Agreement provide that RCI is to be paid a fee for its services as financial advisor, including fees that are contingent on a change of control of the Company or certain other events, including the non-completion of an unsolicited take-over bid for the Common Shares. In addition, RCI is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by the Company in certain circumstances. RCI consents to the inclusion of the Opinion in the directors' circular to be mailed to the Shareholders (the "Directors' Circular") and to the filing thereof, as necessary, by the Company with the securities commissions or similar regulatory authorities in each province of Canada.

RCI provides financial and strategic advisory and capital formation services. We focus on mid-market, private and public companies in the energy & resources sector. Our diverse client base includes strategic investors, state-owned enterprises, multinational conglomerates, private equity groups and sovereign wealth funds based predominately in Canada, United States, China, South Korea, Japan and India. With a team of over 50 experts located in these jurisdictions, RCI's commitment and focus for client success has helped us emerge as a leading facilitator of cross border capital into North American energy and resource sectors. RCI delivers a full range of financial and strategic advisory services including mergers and acquisitions, strategic partnerships, investment structuring and project financing.

Since its inception in 1996, RCI has facilitated more than US$7 billion dollars of capital flow from Asia-Pacific to Canada and the U.S.A. RCI has a strong track record of originating and executing cross border M&A transactions with several significant deals. In 2018, RCI Capital Group acted as the financial advisor to Sumitomo Metal Mining Co., Ltd. in connection with the sale of the Pogo Mine to Northern Star Resources Limited for US$260 million. In June 2017, RCI Capital Group acted as the financial advisor and buy side originator on behalf of IAMGOLD in the sale of a 30% undivided participating interest of its ownership of the Côté Gold Project in Ontario to Sumitomo Metal Mining Co., Ltd. for US$195 million. In March 2018, the transaction received the PDAC's Viola R. MacMillan Award for demonstrating leadership in management and financing for the exploration and development of mineral resources. PDAC praised the deal saying, "The joint venture is a success story because it mitigates the risk of the Côté Gold project by giving IAMGOLD access to Sumitomo's considerable financial resources and mine building and operating expertise."

The Opinion expressed herein represents the Opinion of RCI and the form and content herein have been approved for release by a committee of its directors.

Independence of RCI Capital Group

Neither RCI Capital Group, nor any of our affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) of the Company, the Acquiror, or any of their respective associates or affiliates (the "Interested Parties").

RCI has not participated in any financings involving the Interested Parties within the past two years. There are no other understandings, agreements or commitments between RCI Capital Group and any of the Interested Parties with respect to future business dealings. RCI Capital Group may in the future have positions in the securities of one or more of the Interested Parties and, from time to time. RCI Capital Group may also, in the future, in the ordinary course of business, provide financial advisory, investment banking, or other financial services to one or more of the Interested Parties from time to time.

Scope of Review

In connection with our Opinion, we have reviewed and relied upon or carried out, among other

things, the following:

2.a draft of the Directors' Circular;  

3.certain publicly available information relating to the business, operations, financial condition and trading  

4.history of the Company and other selected public companies considered relevant; 

5.certain internal financial, operating, corporate and other information prepared or provided by or on behalf of the Company relating to the business, operations and financial condition of the Company;  

6.internal management forecasts, cash flow projections, estimates and budgets prepared or provided by or on behalf of management of the Company;  

7.discussions with management of the Company relating to the Company's current business, plans, financial condition and prospects;  

8.the independent technical report on the Morrison copper/Gold Project - Feasibility Study NI 43-101 Technical Report, dated March 2009; 

9.discussions with legal counsel to the Special Committee and the Board of Directors;  

10.public information with respect to selected precedent transactions we considered relevant;  

11.historical commodity prices and the impact of various commodity pricing assumptions on the business;  

12.prospects and financial forecasts of the Company and the Parent;  

13.various reports published by equity research analysts, industry sources and credit rating agencies we 

14.considered relevant; and  

15.such other information, investigations, analyses and discussions as we considered necessary or appropriate in the circumstances.  

RCI Capital Group has not, to the best of its knowledge, been denied access by the Company to any information under the Company's control requested by RCI Capital Group.

Assumptions and Limitations

Senior officers of the Company have represented to RCI in a certificate delivered as of the date hereof, among other things, that (i) the Information (as defined above) provided to RCI orally by, or in the presence of, any officer or employee of the Company, or in writing by the Company, any of its affiliates or any of their respective agents or advisors, for the purpose of preparing the Opinion was, at the date provided to RCI, and is at the date hereof complete, true and correct in all material respects, and did not and does not contain any untrue statement of a material fact, and did not and does not omit to state any material fact necessary to make the Information, or any statement contained therein, not misleading in light of the circumstances in which it was provided to RCI; and that (ii) since the dates on which the Information was provided to RCI, except as disclosed in writing to RCI, there has been no material change or change in material facts, financial or otherwise, in or relating to the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries, and there has been no material change in the Information or other material change or change in material facts, in each case, that might reasonably be considered material to the Opinion.

In preparing the Opinion, RCI has made several assumptions, including that all of the conditions required to implement the American Eagle Offer will be met and that the disclosure provided or incorporated by reference in the American Eagle Circular and Draft Directors' Circular with respect to the Company, American Eagle, their respective subsidiaries and affiliates and the American Eagle Offer is accurate in all material respects.

The Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of the Company, American Eagle and their respective subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to RCI in discussions with management of the Company.

In its analyses and in preparing the Opinion, RCI made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of RCI or any party involved in the American Eagle Offer.

The Opinion has been provided for the use of the Special Committee and the Board and may not be used by any other person or relied upon by any other person other than the Special Committee and the Board without the express prior written consent of RCI.

The Opinion is given as of the date hereof and RCI disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to RCI's attention after the date hereof.

Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, RCI reserves the right to change, modify or withdraw the Opinion.

In the Directors' Circular, the following terms have the meanings set forth below, unless the subject matter or context is inconsistent therewith or such terms are otherwise defined in the Directors' Circular.

"affiliate" has the meaning given to it in NI 62-104, unless otherwise noted;

"American Eagle" or "Offeror" means American Eagle Gold Corp.;

"American Eagle Circular" means the Hostile Bid and the accompanying take-over bid circular of the Offeror dated April 14, 2026;

"April 27 Meeting" has the meaning given to it under the heading "Background to the Hostile Bid and Response of Pacific Booker";

"associate" has the meaning given to it in NI 62-104, unless otherwise noted;

"BCBCA" means the Business Corporations Act (British Columbia), and the regulations thereunder, as amended from time to time;

"Bennett Jones" means Bennett Jones LLP, legal counsel to the Company;

"CDS" has the meaning given to it under the heading "How to Withdraw Your Deposited Common Shares";

"CEO" means Chief Executive Officer;

"CFO" means Chief Financial Officer;

"CIM" has the meaning given to it under the heading "Scientific and Technical Disclosure";

"Common Shares" means the common shares in the capital of Pacific Booker;

"Compulsory Acquisition" means the acquisition of the remainder of the Common Shares by way of compulsory acquisition pursuant to Division 6 of the BCBCA;

"Directors' Circular" means this directors' circular of Pacific Booker dated April 29, 2026;

"DTC" has the meaning given to it under the heading "How to Withdraw Your Deposited Common Shares";

"Expiry Time" means 5:00 p.m. (Toronto time) on July 29, 2026, or such earlier or later time or times and date or dates as may be fixed by the Offeror from time to time pursuant to Section 2 of the Hostile Bid, "Time for Acceptance";

"Hostile Bid" means the formal take-over bid by the Offeror made April 14, 2026 as set forth in and forming part of the American Eagle Circular, for consideration of 1.41 Offeror Common Shares for each Common Share;

"IFRS" means International Financial Reporting Standards, as issued by the International Accounting Standards Board;

"Interested Parties" has the meaning given to it under the heading "Recommendation of the Financial Advisor";

"Laurel Hill Advisory Group" means Laurel Hill Advisory Group, the information agent retained by Pacific Booker in connection with the Hostile Bid;

"Laws" means all laws, by-laws, statutes, rules, regulations, principles of law, orders, ordinances, protocols, codes, guidelines, policies, instruments, notices, directions and judgments or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term "applicable" with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such persons or its business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Letter of Transmittal" means the letter of transmittal in the form accompanying the American Eagle Circular;

"Morrison Project" means the Company's Morrison project located in Central British Columbia, 35 km north of the Village of Granisle, as further described in the Technical Report;

"NI 62-104" means National Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended;

"Offeror Common Shares" means common shares in the capital of the Offeror;

"Option Plan" means the stock option plan of Pacific Booker last approved by Shareholders at the Company's annual general meeting held on July 24, 2025, providing for the issuance of Options;

"Options" means an option to acquire one Common Share granted pursuant to the Option Plan;

"Pacific Booker Board" means the board of directors of Pacific Booker as constituted from time to time;

"Pacific Booker", the "Company", "we", "our" or "us" means, unless otherwise noted or the context otherwise indicates, Pacific Booker Minerals Inc. and its subsidiaries;

"RCI Capital" means RCI Capital Group Inc., financial advisor to Pacific Booker;

"RCI Engagement Agreement" means the engagement agreement between RCI Capital and the Company dated April 22, 2026;

"Registration Statement" has the meaning given to it in the American Eagle Circular;

"Regulatory Approvals" means any consent, waiver, permit, permission, exemption, review, order, decision or approval of, or any registration and filing with or withdrawal of any objection or successful conclusion of any litigation brought by or before, any Governmental Entity, or the expiry, waiver or termination of any waiting or suspensory period imposed by Law or a Governmental Entity or pursuant to a written agreement between the Offeror and a Governmental Entity to refrain from consummating the Hostile Bid, in each case (a) required or advisable under Laws in connection with the Hostile Bid or any Compulsory Acquisition or Subsequent Acquisition Transaction, (b) to issue and list the Offeror Common Shares issued under the Hostile Bid on the TSXV, or (c) to prevent or avoid the occurrence of any Material Adverse Effect as a result of the consummation of the Hostile Bid or any Compulsory Acquisition or Subsequent Acquisition Transaction;

"Securities Act" means the Securities Act (British Columbia);

"SEDAR+" means the System for Electronic Data Analysis and Retrieval +;

INFORMATION AGENT

North America Toll Free:

1-877-452-7184

Collect Calls Outside North America:

416-304-0211

Email:

assistance@laurelhill.com