Exhibit 99.98

2999 N. 44^th St. Suite 300

Phoenix, AZ 85018

INFORMATION CIRCULAR

As at May 8, 2026, unless otherwise noted

FOR THE ANNUAL GENERAL AND SPECIAL MEETING

OF THE SHAREHOLDERS

TO BE HELD ON JUNE 25, 2026

SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation of proxies by the management of Gunnison Copper Corp. (“Gunnison” or the “Company”) for use at the Annual General and Special Meeting (the “Meeting”) of the Shareholders of the Company to be held at the time and place and for the purposes set forth in the Notice of Meeting and at any adjournment thereof.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed Instrument of Proxy is solicited by management of the Company (“Management”). Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company does not reimburse Shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals, authorization to execute the Instrument of Proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by Management as set forth in this Information Circular.

NOTICE-AND-ACCESS PROCESS

In accordance with the notice-and-access rules under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer, the Company has sent its proxy-related materials to registered holders and non-objecting beneficial owners using notice-and-access. Therefore, although Shareholders still receive a proxy or voting instruction form (as applicable) in paper copy, this Information Circular, the annual audited financial statements of the Company for its fiscal year ended December 31, 2025 and related management discussion and analysis on financial condition, are not physically delivered. Instead, Shareholders may access these materials under the Company’s profile on SEDAR+ at www.sedarplus.com or at https://docs.tsxtrust.com/2475.

Registered holders or beneficial owners may request paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the meeting materials are posted on the website referenced above. In order to receive a paper copy of the Meeting materials or if you have questions concerning notice-and-access, please call toll free at 1-866-600-5869 or email tsxtis@tmx.com. Requests for paper copies of the Meeting materials should be received by June 16, 2026 in order to receive the Meeting materials in advance of the Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying Instrument of Proxy are directors or officers of the Company and are nominees of Management. A Shareholder has the right to appoint a person to attend and act for him/her on his/her behalf at the Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, a Shareholder should strike out the names of the persons named in the Instrument of Proxy and insert the name of his/her nominee in the blank space provided, or complete another proper form of Instrument of Proxy. The completed Instrument of Proxy should be deposited with the Company’s Registrar and Transfer Agent, TSX Trust Company, located at 301 – 100 Adelaide Street West, Toronto, ON, M5H 4H1, at least 48 hours before the time of the Meeting or any adjournment thereof, excluding Saturdays, Sundays and holidays.

The Instrument of Proxy must be dated and be signed by the Shareholder or by his/her attorney in writing, or, if the Shareholder is a Company, it must either be under its common seal or signed by a duly authorized officer.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Instrument of Proxy is required to be executed as set out in the notes to the Instrument of Proxy) and either depositing it at the place and within the time aforesaid or with the Chair of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a Shareholder present in person, whereupon such Proxy shall be deemed to have been revoked.

NON-REGISTERED HOLDERS OF COMPANY’S SHARES

Only Shareholders whose names appear in the Company’s Central Securities Register (the “Registered Shareholders”) or duly appointed proxyholders are permitted to vote at the Meeting. Shareholders who do not hold their common shares of the Company (“Common Shares”) in their own name (“Beneficial Shareholders”) are advised that only proxies from Shareholders of record can be recognized and voted at the Meeting. Beneficial Shareholders who complete and return an Instrument of Proxy must indicate thereon the person (usually a brokerage house) who holds their Common Shares as registered Shareholder. Every intermediary (broker) has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The form of proxy supplied to Beneficial Shareholders is similar to that provided to Registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. Management of the Company does not intend to pay for intermediaries to forward to objecting beneficial owners under National Instrument 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and in case of an objecting beneficial owner, the objecting beneficial owner will not receive the materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration for the Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms). Common shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting shares for their clients. The directors and officers of the Company do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

In accordance with National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Instrument of Proxy to the clearing agencies and intermediaries for onward distribution. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings unless the Beneficial Shareholders have waived the right to receive meeting materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the Instrument of Proxy provided by the Company to the Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. Should a Beneficial Shareholder receive such a form and wish to vote at the Meeting, the Beneficial Shareholder should strike out the Management proxyholder’s name in the form and insert the Beneficial Shareholder’s name in the blank provided. The majority of brokers now delegate the responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and requests Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy with a Broadridge sticker on it cannot use that proxy to vote Common Shares directly at the Meeting – the proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. All references to Shareholders in this Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to Shareholders of record unless specifically stated otherwise.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed and, where directions are given by the Shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

If no choice is specified on the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to the matter upon the proxyholder named on the Instrument of Proxy. In the absence of any direction in the Instrument of Proxy, it is intended that the proxyholder named by Management in the Instrument of Proxy will vote the shares represented by the proxy in favour of the motions proposed to be made at the Meeting as stated under the headings in this Information Circular. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting.

At the time of printing of this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgement of the nominee.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2025 will be presented to the Shareholders at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

At May 8, 2026, the Company had 423,003,601 Common Shares and no non-voting common shares (“Non-Voting Common Shares”) issued and outstanding.

Common Shares

May 8, 2026 has been determined as the record date as of which holders of Common Shares or their duly appointed proxies are entitled to receive notice of and attend and to one vote per common share at the Meeting. Shareholders desiring to be represented by proxy at the Meeting must deposit their proxies at the place and within the time set forth in the notes to the Instrument of Proxy in order to entitle the person duly appointed by the proxy to attend and vote thereat.

Non-Voting Common Shares

The Non-Voting Common Shares are restricted securities within the meaning of National Instrument 51-102. Non-Voting Common Shares do not carry the right to vote at any meetings of the Shareholders. Non-voting shares may be converted at the option of the holder into Common Shares on the basis of one (1) non-voting common share for one (1) common share of the Company. As the Non-Voting Common Shares are convertible into Common Shares, pursuant to National Instrument 62-104, a take-over bid for the Common Shares must also be made to the holders of the Non-Voting Common Shares.

Quorum and Significant Shareholders

The quorum for a meeting of Shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

To the knowledge of the directors or executive officers of the Company, as at May 8, 2026, no Shareholder beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to the Common Shares of the Company.

FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of the ordinary resolution fixing the number of directors on the board of directors of the Company (the “Board of Directors”) at six (6). Each director of the Company is elected annually and holds office until the next Annual General Meeting unless that person ceases to be a director before then. Management of the Company proposes to nominate the persons herein listed for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, the Common Shares represented by proxy will, on a poll, be voted for the nominees herein listed. MANAGEMENT OF THE COMPANY DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY MANAGEMENT TO VOTE THE PROXY ON ANY POLL FOR THE ELECTION OF ANY PERSON OR PERSONS AS DIRECTOR UNLESS THE SHAREHOLDER HAS SPECIFIED OTHERWISE IN THE PROXY. UNLESS AUTHORITY TO DO SO IS WITHHELD, THE PERSONS NAMED IN THE ACCOMPANYING INSTRUMENT OF PROXY INTEND TO VOTE FOR THE ELECTION OF ALL OF THE NOMINEES.

The Board of Directors of the Company has adopted a policy (“Majority Voting Policy”) stipulating that if the Common Shares voted in favour of the election of a director nominee at a meeting of the Company’s shareholders represent less than a majority of the total Common Shares voted for and voted as withheld at the meeting, the director nominee will submit his resignation promptly after such meeting to the the Compensation, Nominating and Corporate Governance Committee’s consideration. After reviewing the matter, the the Compensation, Nominating and Corporate Governance Committee will make a recommendation to the Board, and the Board’s subsequent decision to accept or reject the resignation offer will be publicly disclosed.

With the exception of exceptional circumstances that would warrant the continued service of the subject director on the Board of Directors, the the Compensation, Nominating and Corporate Governance Committee shall be expected to accept and recommend acceptance of the resignation by the Board of Directors. Within 90 days following the applicable meeting of the Company’s shareholders, the Board of Directors shall make its decision, on the Compensation, Nominating and Corporate Governance Committee’s recommendation and in making its decision the Board of Directors shall be required to accept the resignation of the Subject Director, absent exceptional circumstances. The director nominee will not participate in any Compensation, Nominating and Corporate Governance Committee or Board deliberations regarding the resignation offer. The Majority Voting Policy does not apply in circumstances involving contested director elections.

The following table sets out the names of the persons to be nominated for election as directors, the positions and offices which they presently hold with the Company, their respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Pursuant to the applicable securities legislation, the Company is required to have an audit committee. The general function of the audit committee is to review the overall audit plan and the Company’s system of internal controls, to review the results of the external audit, and to resolve any potential dispute with the Company’s auditors.

PENALTIES AND SANCTIONS

No proposed director of the Company is, or within the 10 years prior to the date of this Information Circular, has been, a director, chief executive officer or chief financial officer of any company that while that person was acting in that capacity:

Except as disclosed below, no proposed director of the Company is, or within the 10 years prior to the date of this Information Circular, has been, a director or executive officer of any company that while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director has individually, within the 10 years prior to this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or Shareholder.

No proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

On November 18, 2022, the British Columbia Securities Commission issued a cease trade order in respect of the securities of Great Panther Mining Limited (“Great Panther”) as a result of its inability to file its quarterly continuous disclosure documents in accordance with Canadian securities laws. On December 16, 2022, Great Panther made a voluntary assignment into bankruptcy under the Bankruptcy and Insolvency Act (Canada) and Alvarez & Marshall Canada Inc. was appointed licenses insolvency trustee of Great Panther’s estate. Joseph Gallucci was a director of Great Panther until December 16, 2022.

APPOINTMENT AND REMUNERATION OF AUDITOR

PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, the current Auditors of the Company, were appointed on May 12, 2015.

The persons named in the enclosed Instrument of Proxy will vote for the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, as Auditors of the Company, to hold office until the next Annual General Meeting of the Shareholders at remuneration to be fixed by the directors.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed under the heading “Particulars of Other Matters to be Acted Upon”, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors or appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed under the headings “Fixing the Number of Directors” and “Particulars of Other Matters to be Acted Upon”, and other than transactions carried out in the ordinary course of business of the Company or its subsidiary, none of the directors or executive officers of the Company, any shareholder directly or indirectly beneficially owning, or exercising control or direction over, more than 10% of the outstanding Common Shares, nor an associate or affiliate of any of the foregoing persons has had, during the most recently completed financial year of the Company or during the current financial year, any material interest, direct or indirect, in any transactions that materially affected or would materially affect the Company or its subsidiary.

STATEMENT OF EXECUTIVE COMPENSATION

The Company’s Statement of Executive Compensation for the year ended December 31, 2025 is attached as Schedule “B” to this Information Circular.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out particulars of the compensation plans and individual compensation arrangements under which equity securities of the Company are authorized for issuance as of December 31, 2025.

For a description of the material features of the Stock Option Plan, the Restricted Share Unit Plan and the Performance Share Unit Plan, please see “Statement of Executive Compensation – Option-based Awards.” attached as Schedule “B” to this Information Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than routine indebtedness, no current or former director, executive officer or senior officer of the Company, employee or any proposed nominee for election as a director of the Company, or any associate or affiliate of any such director, executive officer or senior officer, employee or proposed nominee, is or has been indebted to the Company or any of its subsidiaries, or to any other entity that was provided a guarantee or similar arrangement by the Company or any of its subsidiaries in connection with the indebtedness, at any time since the beginning of the most recently completed financial year of the Company.

MANAGEMENT CONTRACTS

Effective May 17, 2010, the Company engaged King & Bay West of Suite 2400, 1055 West Georgia Street Pender Street, Vancouver, British Columbia V6E 3P3, to provide services and facilities to the Company. The following are the executive officers of King & Bay West, all of whom are residents of British Columbia, Canada: Mr. Mark Morabito, Chair & CEO and Ms. Sheila Paine, Secretary. King & Bay West provides the Company with administrative and management services. The services provided by King & Bay West include shared facilities and corporate secretarial services. The fees for these management services are determined and allocated to the Company based on the cost or value of the services provided to the Company as determined by King & Bay West, and the Company reimburses King & Bay West for such costs on a monthly basis. During the financial year ended December 31, 2025 the Company incurred fees of C$181,348 (excluding taxes) to King & Bay West. Of this amount C$152,287 was for services provided to the Company by King & Bay West personnel and C$29,061 was for overhead and third-party costs incurred by King & Bay West on behalf of the Company.

AUDIT COMMITTEE

For information regarding the Audit Committee, see the Company’s annual information form (the “AIF”) for the year ended December 31, 2025 under the heading, “Audit Committee”, including a copy of the audit committee charter which is attached to the AIF as Schedule “A”. The AIF is available under the Company’s profile at www.sedarplus.ca. The current members of the Audit Committee are Jason Howe (Chair), Fred DuVal and Joseph Gallucci.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Canadian Securities Administrators have introduced in final form National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”). The Company has reviewed its own corporate governance practices in light of the NP 58-201 guidelines. In certain cases, the Company’s practices comply with NP 58-201, however, the Board of Directors considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore certain guidelines have not been adopted. Set out in Schedule “A” is a description of certain corporate governance practices of the Company, as required by NI 58-101.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Amended Stock Option Plan

At the Meeting, Shareholders will be asked to consider, and if thought advisable, approve the Company’s amended stock option plan dated May 21, 2018, as amended May 8, 2026 (the “Plan”) which was last approved by Shareholders at the Company’s annual general and special meeting of Shareholders held June 22, 2023.

The Plan reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of a grant of options under the Plan.

The Plan is an evergreen plan which provides that if any option has been exercised, then the number of Common Shares into which such option was exercised shall become available to be issued upon the exercise of options subsequently granted under the Plan. The Plan operates in conjunction with the Restricted Share Unit Plan (the “RSU Plan”), Performance Share Unit Plan (the “PSU Plan”) and Deferred Share Unit Plan (the “DSU Plan”). The Plan, RSU Plan, PSU Plan, DSU Plan, and any employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Company to one or more service providers, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise, are collectively referred to as the “Security-Based Compensation Plans”.

The key provisions of the Plan can be summarized as follows:

provided, however, that:

Additionally, the Plan contains the following provisions:

As of May 8, 2026, the Company has adopted the following amendments to the Plan, which remain subject to shareholder approval:

As at December 31, 2025, the Company had options outstanding that will result in 26,030,000 Common Shares being issuable upon the exercise of such options which represented approximately 6.46% of the number of issued and outstanding Common Shares at December 31, 2025, no RSUs outstanding, no PSUs outstanding, and no DSUs outstanding. As at December 31, 2025, an aggregate of 14,255,437 Common Shares were available to be issued under the Company’s Security-Based Compensation Plans, representing approximately 3.54% of the issued and outstanding Common Shares at December 31, 2025.

As at the date of this Information Circular, the Company has 31,597,198 options outstanding representing approximately 7.52% of the current number of issued and outstanding Common Shares, 1,866,268 RSUs representing approximately 0.44% of the current number of issued and outstanding Common Shares, 895,422 PSUs representing approximately 0.21% of the current number of issued and outstanding Common Shares, and no DSUs. Assuming the approval of the Plan, RSU Plan, PSU Plan and DSU Plan, 7,941,472 Common Shares will be available to be granted under the Company’s Security-Based Compensation Plans, representing approximately 1.88% of the current number of issued and outstanding Common Shares.

Annual Burn Rate

The annual burn rate for the Company’s Security-Based Compensation Plans for the three most recently completed financial years is set out in the table below:

The rules of the TSX require that, if a listed issuer has a stock option plan that does not have a fixed maximum aggregate number of securities issuable under such plan (including an evergreen plan), the shareholders of the listed issuer must approve and re-affirm the unallocated options under the plan every three years. Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution approving the Plan and all unallocated options under such plan (the “Stock Option Plan Resolution”). The Stock Option Plan Resolution requires the approval of a simple majority of the votes cast by Shareholders voting in person or by proxy at the Meeting. At the Meeting Shareholders will be asked to consider and approve the following Stock Option Plan Resolution, with or without modification:

If the Stock Option Plan Resolution is passed, this approval will be effective until June 25, 2029. If approval is not obtained at the Meeting, options which have not been allocated as of June 22, 2026 will not be available for grant. Previously allocated options will be unaffected, but will not be available to be reallocated.

At the Meeting Shareholders will be asked to consider and approve the following Stock Option Plan Resolution, with or without modification:

“RESOLVED, as an Ordinary Resolution, that:

The foregoing resolution must be approved by a simple majority of Shareholders. Shareholders will be able to vote either “FOR” or “AGAINST” the foregoing resolution.

The full text of the Plan is attached as Schedule “C” to this Information Circular.

Management recommends that Shareholders vote in favour of the resolution to approve the Plan. In the absence of contrary instruction, the persons named in the enclosed Instrument of Proxy intend to vote for the approval of the Stock Option Plan Resolution at the Meeting.

Approval of Amended Restricted Share Unit Plan

In order to further align the interests of the Company’s senior executives, key employees, consultants and directors with those of the Shareholders, the Company has adopted its RSU Plan. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Company’s RSU Plan which was last approved by Shareholders at the Company’s annual general and special meeting of Shareholders held June 22, 2023.

Restricted share units (“RSUs”) are a bookkeeping entry, with each RSU having the same value as a Common Share. The number of RSUs awarded is determined by the Board of Directors in its sole discretion and from time to time by resolution.

Upon each vesting date, participants receive (a) the issuance of Common Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

Description of RSU Plan

The description of the RSU Plan set forth below is subject to and qualified in its entirety by the provisions of the RSU Plan. Reference should be made to the provisions of the RSU Plan with respect to any particular provision described below.

As of May 8, 2026, the Company has adopted the following amendments to the RSU Plan, which remain subject to shareholder approval:

Eligibility

Limitations

Term for Canadian Participants

Fair Market Value

Vesting

Termination

Assignability and Transferability

Amendments to the RSU Plan

Outstanding RSUs

As at December 31, 2025, the Company had no RSUs outstanding, options outstanding that will result in 26,030,000 Common Shares being issuable upon the exercise of such options which represented approximately 6.46% of the number of issued and outstanding Common Shares at December 31, 2025, no PSUs outstanding, and no DSUs outstanding. As at December 31, 2025, an aggregate of 14,255,437 Common Shares were available to be issued under the Company’s Security-Based Compensation Plans, representing approximately 3.54% of the issued and outstanding Common Shares at December 31, 2025.

As at the date of this Information Circular, the Company has 1,866,268 RSUs representing approximately 0.44% of the current number of issued and outstanding Common Shares, 31,597,198 options outstanding representing approximately 7.52% of the current number of issued and outstanding Common Shares, 895,422 PSUs representing approximately 0.21% of the current number of issued and outstanding Common Shares, and no DSUs. Assuming the approval of the Plan, RSU Plan, PSU Plan and DSU Plan, 7,941,472 Common Shares will be available to be granted under the Company’s Security-Based Compensation Plans, representing approximately 1.88% of the current number of issued and outstanding Common Shares.

RSU Plan Resolution

At the Meeting, Shareholders will be asked to consider and approve the RSU Plan Resolution in the following form:

“RESOLVED, as an Ordinary Resolution of the Shareholders of the Company, that:

The foregoing resolution must be approved by a simple majority of Shareholders. Shareholders will be able to vote either “FOR” or “AGAINST” the foregoing resolution.

The full text of the RSU Plan is attached as Schedule “D” to this Information Circular.

Management recommends that Shareholders vote in favour of the resolution to approve the RSU Plan. In the absence of contrary instruction, the persons named in the enclosed Instrument of Proxy intend to vote for the approval of the resolution to approve the RSU Plan.

Approval of Amended Performance Share Unit Plan

In order to further align the interests of the Company’s senior executives, key employees and consultants with those of the Shareholders, the Company has adopted its PSU Plan. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Company’s PSU Plan which was last approved by Shareholders at the Company’s annual general and special meeting of Shareholders held June 22, 2023.

Performance share units (“PSUs”) are a bookkeeping entry, with each PSU having the same value as a Common Share. The number of PSUs awarded and the target milestones for vesting of PSUs, including performance and/or time targets, is determined by the Board of Directors in its sole discretion and from time to time by resolution.

Upon each vesting date, participants receive (a) the issuance of Common Shares from treasury equal to the number of PSUs vesting, or (b) a cash payment equal to the number of vested PSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

Description of PSU Plan

The description of the PSU Plan set forth below is subject to and qualified in its entirety by the provisions of the PSU Plan. Reference should be made to the provisions of the PSU Plan with respect to any particular provision described below.

As of May 8, 2026, the Company has adopted the following amendments to the PSU Plan, which remain subject to shareholder approval:

Eligibility

Limitations

Term for Canadian Participants

Fair Market Value

Vesting

Termination

Assignability and Transferability

Amendments to the PSU Plan

Outstanding PSUs

As at December 31, 2025, the Company had no PSUs outstanding, options outstanding that will result in 26,030,000 Common Shares being issuable upon the exercise of such options which represented approximately 6.46% of the number of issued and outstanding Common Shares at December 31, 2025, no RSUs outstanding, and no DSUs outstanding. As at December 31, 2025, an aggregate of 14,255,437 Common Shares were available to be issued under the Company’s Security-Based Compensation Plans, representing approximately 3.54% of the issued and outstanding Common Shares at December 31, 2025.

As at the date of this Information Circular, the Company has 895,422 PSUs representing approximately 0.21% of the current number of issued and outstanding Common Shares, 31,597,198 options outstanding representing approximately 7.52% of the current number of issued and outstanding Common Shares, 1,866,268 RSUs representing approximately 0.44% of the current number of issued and outstanding Common Shares, and no DSUs. Assuming the approval of the Plan, RSU Plan, PSU Plan and DSU Plan, 7,941,472 Common Shares will be available to be granted under the Company’s Security-Based Compensation Plans, representing approximately 1.88% of the current number of issued and outstanding Common Shares.

PSU Plan Resolution

At the Meeting, Shareholders will be asked to consider and approve the PSU Plan Resolution in the following form:

“RESOLVED, as an Ordinary Resolution of the Shareholders of the Company, that:

The foregoing resolution must be approved by a simple majority of Shareholders. Shareholders will be able to vote either “FOR” or “AGAINST” the foregoing resolution.

The full text of the PSU Plan is attached as Schedule “E” to this Information Circular.

Management recommends that Shareholders vote in favour of the resolution to approve the PSU Plan. In the absence of contrary instruction, the persons named in the enclosed Instrument of Proxy intend to vote for the approval of the resolution to approve the PSU Plan.

Approval of Deferred Share Unit Plan

On May 8, 2026, the Board of Directors adopted a Deferred Share Unit Plan (the “DSU Plan”) for the benefit of its Directors (as defined in the DSU Plan). The goal of the DSU Plan is to better align the interests of the Directors with those of the shareholders of the Company and facilitates the voluntary deferral of the recognition of compensation in a manner that complies with the Income Tax Act (Canada).

Under the terms of the DSU Plan, Directors (who are not also employees) are entitled to elect to receive all or part of their annual retainer as Board member in deferred share units (“DSUs”) are entitled to elect to receive all or part of their annual cash bonus, if any, in DSUs. For the purposes of this section, “Annual Remuneration” is all amounts payable to a Director by the Company or an affiliate in respect of the services provided to the Company or an affiliate by the Director in a calendar year. Notwithstanding any election by a Director under the DSU Plan, the Company’s Compensation Committee may, in its sole discretion, decline to award DSUs in respect of a Director’s Annual Remuneration and instead require the Director to receive cash for Annual Remuneration in the ordinary course.

The amount of DSUs granted to a Director shall be determined by dividing (i) the portion of the Annual Remuneration for the applicable fiscal quarter to be satisfied by DSUs by (ii) the Market Value on the last trading day of the applicable quarter. Deferred share units granted to each Director shall be credited to a deferred share unit account (“DSU Account”) established for the Company for each Director.

“Market Value” is, with respect to a particular date, the weighted average of the prices for the Common Shares on the TSX for the five (5) trading days immediately prior to that date. For the purposes of granting DSUs, the Market Value for Directors is determined on the last trading day of a fiscal quarter.

DSUs may only be redeemed after the date (“Termination Date”) a Director ceases to act as a Director of the Company, or dies. The value of the DSU credited to a DSU Account shall be paid to a Director (or, where the Director has died, his or her estate) not later than the end of the first calendar year after the calendar year which includes the Termination Date. A Director (or after the Director’s death, his or her legal representative) may deliver a written notice in the form set out in the DSU Plan to the Corporate Secretary of the Company, specifying a payment date (the “Redemption Date”) which is not earlier than fifteen (15) business days after the date on which the notice is delivered and not later than fifteen (15) days before the end of the first calendar year commencing after the calendar year which includes the Termination Date (the “Redemption Deadline”). If the Company does not receive written notice as described herein prior to the Redemption Deadline, the Redemption Date shall be the Redemption Deadline.

The value of the DSUs redeemed shall be the aggregate Market Value thereof on the Redemption Date and such value shall be paid to the Director (or, if the Director has died, to his or her estate) in the form of a lump sum cash payment, net of any applicable withholdings, as soon as practicable after the Redemption Date, but in any event no later than the Redemption Deadline. DSUs may be settled in cash or in Common Shares issued from treasury, as determined by the Board. The ability for the Company to settle DSUs through the issuance of Common Shares helps the Company preserve its cash resources.

The maximum aggregate number of Common Shares issuable to Participants at any time pursuant to the DSU Plan, together with all other Security-Based Compensation Plans of the Company, may not exceed 10% of the issued and outstanding Common Shares at the time of a grant of the DSU. However, if any DSU has been vested and redeemed, then the number of Common Shares into which such DSU was redeemed shall become available to be issued under all Security-Based Compensation Plans. The DSU Plan does not have a maximum amount of DSUs that may be granted to any one person.

There are currently no DSUs issued and outstanding. Assuming the approval of the Plan, RSU Plan, PSU Plan and DSU Plan, 7,941,472 Common Shares will be available to be granted under the Company’s Security-Based Compensation Plans, representing approximately 1.88% of the current number of issued and outstanding Common Shares. However, if any DSUs have been settled through the issuance of Common Shares, then the number of Common Shares issued on the settlement of such DSUs shall become available to be issued under all Security-Based Compensation Plans. Unless otherwise provided at the time of grant and as set forth in Schedule C to the DSU Plan, DSUs are fully vested upon granting. DSUs are non-assignable other than for normal estate settlement purposes.

The Board may without shareholder approval amend, suspend or cancel the DSU Plan or DSUs granted under the DSU Plan, provided that: (a) any approvals required under applicable law or the rules and policies of the TSX are obtained; and (b) shareholder approval will be sought where the proposed addition or amendment results in: (i) an increase in the maximum number of Common Shares issuable from treasury under the DSU Plan; (ii) a change in the definition of market value which would result in an increase in the value of DSUs redeemed under the DSU Plan; (iii) a change in the term of any DSUs; (iv) an amendment to the amending provisions of the DSU Plan so as to increase the Board’s ability to amend the DSU Plan without shareholder approval; (v) a reduction in the market value in respect of any DSUs benefitting a participant; (vi) any change to the categories of individuals eligible to be selected for grants of DSUs where such change may broaden or increase the participation of insiders under the DSU Plan; (vii) any amendment to remove or exceed the insider participation limits set out in the DSU Plan; or (viii) an amendment that would permit DSUs to be transferrable or assignable other than for normal estate settlement purposes.

On any payment date for dividends paid on Common Shares, a participant shall be credited with dividend equivalents in respect of DSUs credited to the participant’s account as of the record date for payment of dividends. Such dividend equivalents shall be converted into additional DSUs (including fractional DSUs) based on the market value on the date on which the dividends on the Common Shares are paid.

The DSU Plan also includes a provision that the number of Common Shares: (i) issued to insiders of the Company, within any one year period, and (ii) issuable to insiders of the Company, at any time, under the DSU Plan, or when combined with all of the Company’s other security based compensation arrangements, will not exceed 10% of the Company’s total issued and outstanding securities.

The rules of the TSX require that, if a listed issuer has a security based compensation arrangement that does not have a fixed maximum aggregate number of securities issuable under such plan (including an evergreen plan), the shareholders of the listed issuer must approve and re-affirm the unallocated options under the plan every three years. Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution approving the DSU Plan and all unallocated Common Share entitlements under such plan (the “DSU Plan Resolution”). The DSU Plan Resolution requires the approval of a simple majority of the votes cast by Shareholders voting in person or by proxy at the Meeting.

If the DSU Plan Resolution is passed, this approval will be effective until June 25, 2029. If approval is not obtained at the Meeting, the Company will not be permitted to settle DSUs through the issuance of Common Shares and will have to settle DSUs through cash payments.

At the Meeting, Shareholders will be asked to consider and approve the DSU Plan Resolution in the following form:

“RESOLVED, as an Ordinary Resolution of the Shareholders of the Company, that:

The foregoing resolution must be approved by a simple majority of Shareholders. Shareholders will be able to vote either “FOR” or “AGAINST” the foregoing resolution.

The full text of the DSU Plan is attached as Schedule “F” to this Information Circular.

Management recommends that Shareholders vote in favour of the resolution to approve the DSU Plan. In the absence of contrary instruction, the persons named in the enclosed Instrument of Proxy intend to vote for the approval of the resolution to approve the DSU Plan.

OTHER MATTERS

It is not known if any other matters will come before the Meeting other than set forth above and in the Notice of Meeting, but if such should occur, the persons named in the accompanying Proxy intend to vote on any poll, on such matters in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment thereof.

ADDITIONAL INFORMATION

Additional information regarding the Company is available on SEDAR+ at www.sedarplus.com. Shareholders can obtain copies of the Company’s financial statements and management discussion and analysis of financial results by sending a request in writing to the Company at Suite 2400, 1055 West Georgia Street, Vancouver, British Columbia V6E 3P3. Financial information regarding the Company is provided in the Company’s audited comparative financial statements for the years ended December 31, 2025 and 2024 and in the accompanying management discussion and analysis, both of which are available on SEDAR+ at www.sedarplus.com.

DATED at Vancouver, British Columbia, this 8^th day of May, 2026.

SCHEDULE “A”

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

NEW DISCLOSURE RULES AND POLICIES (FORM 58-101F1)

NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. NI 52-110 sets out the standard for director independence under applicable Canadian securities laws. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The current Board of Directors consists of four directors, with three of the four directors considered independent: each of Fred DuVal, Jason Howe and Joseph Gallucci is an independent director under applicable Canadian securities laws. The slate of directors proposed for the Meeting has six directors, with four of the six directors considered independent

Stephen Twyerould is the President & CEO of the Company until May 15, 2026 and therefore is not considered independent. Craig Hallworth is the SVP & Chief Financial Officer until May 15, 2026 and as of May 15, 2026 will be the President & CEO of the Company and therefore is not considered independent.

Currently, three of the four current directors, and four of the six director nominees, are independent. Presently the majority of directors are independent, and if the six director nominees are elected as directors at the Meeting, then the majority of directors will continue to be independent. The Board of Directors believes that Management is effectively supervised by the independent directors of the Company on an informal basis, as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. In addition, the independent directors conduct in-camera sessions during which non-independent directors are not present.

Currently, the following existing directors or proposed directors serve on the following boards of directors of other public companies:

The independent directors do not hold regularly scheduled meetings at which non-independent directors are not in attendance. However, during the course of a directors’ meeting, if a matter is more effectively dealt with without the presence of directors who are also members of Management, the non-management directors ask members of Management to leave the meeting, and the independent directors are able to discuss matters in camera. In addition, during meetings of the Audit Committee, executives, officers and other guests attending these meetings may be asked to withdraw from these meetings for a certain period at the end of each meeting to allow the three non-management directors on the Audit Committee to discuss issues freely among themselves in camera.

Fred DuVal, the Chair of the Board of Directors is an independent director. The role and responsibilities of the Chair are to:

As the Chair is independent, the Company does not have a lead director.

Gunnison’s Board meets when it is necessary and desirable to transact business of the Company. Each committee of Gunnison’s Board meets at least once each year or more frequently as deemed necessary by the applicable committee. The Audit Committee meets every quarter. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which Gunnison faces from time to time. During the financial year ended December 31, 2025, Gunnison’s Board met seven times, the Audit Committee met four times, the Compensation Committee did not meet, the Nominating and Corporate Governance Committee did not meet, and the Project Steering Committee met twelve times. The following table provides details regarding director attendance at Board and committee meetings held during each director’s tenure on Gunnison’s Board and his respective committees during the financial year ended December 31, 2025.

Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.

The Gunnison Board does not have a written mandate. The duties and responsibilities of Gunnison’s Board are to supervise the management of the business and affairs of Gunnison and to act with a view towards the best interests of Gunnison. Gunnison’s Board delegates day-to-day management of Gunnison to executive officers, relying on them to keep it apprised of all significant developments affecting Gunnison In discharging its mandate, Gunnison’s Board is responsible for the oversight and review of the development of, among other things, the following matters: the strategic planning process of Gunnison, identifying the principal risks of Gunnison’s business and ensuring the implementation of appropriate systems to manage these risks; succession planning, including appointing, training and monitoring senior management; a communications policy for Gunnison to facilitate communications with investors and other interested parties; and the integrity of Gunnison’s internal control and management information systems.

Gunnison’s Board also has the mandate to assess the effectiveness of Gunnison’s Board as a whole, its committees and the contribution of individual directors. Gunnison’s Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Project Steering Committee.

The Board has developed a written position description for the Chair. The Chair of each Board committee acts within the parameters set by their respective committee charters.

The Board has developed a written position description for the Chief Executive Officer.

The Company provides an orientation program to new directors. This program consists of:

The Company encourages senior management to participate in professional development programs and courses and supports Management’s commitment to training and developing employees. The Board of Directors provides comprehensive information regarding the Company to new directors and continuing education for directors on an ad hoc basis in respect of issues that are necessary for them to understand to meet their obligations as directors.

As required, directors are briefed on strategic issues affecting the Company, and these briefings include reviews of the competitive environment, the Company’s progress and performance relative to its peers, and any other developments that could materially affect the Company’s business. The briefings are conducted by the Chair and Chief Executive Officer, Chief Financial Officer and other members of the executive management team. Furthermore, the Nominating and Corporate Governance Committee is responsible for reviewing, monitoring and making recommendations regarding new director orientation and ongoing development of existing directors.

The Code requires all employees, officers, directors and consultants of the Company to perform the responsibilities of their positions on the basis of what is in the best interests of the Company and free from the influence of personal considerations and relationships. No material change report has ever been filed that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

The Company has also adopted a Whistleblower Policy to address Gunnison’s commitment to integrity, ethical behavior, and compliance with the Code by its personnel. The Company’s Whistleblower Policy sets out procedures for directors, officers, consultants and employees of the Company to make good faith complaints concerning a suspicion of unethical behaviour of the Company or any of its personnel. The Board believes that providing a procedure for employees and officers to raise concerns about ethical conduct on an anonymous and confidential basis fosters a culture of ethical conduct within the Company.

(iii)

provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

No material change report was filed by the Company since January 1, 2025 regarding departures from the Code by directors or executive officers.

The Board endeavors to ensure that directors, officers and employees exercise independent judgement in considering transactions and agreements in respect of which a director, officer or employee of the Company has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from the Compensation, Nominating and Corporate Governance Committee regarding any potential conflicts of interest.

In accordance with the Business Corporations Act (British Columbia) (the “Act”), if a director is a director or officer of, or has a material interest in, any person who is a party to a transaction or proposed transaction with the Company, that director is not entitled to vote on any directors’ resolutions in respect of such transaction, in most circumstances. The Compensation, Nominating and Corporate Governance Committee monitors the disclosure of conflicts of interest to the Board by directors and ensures that no director will vote or participate in a discussion on a matter in respect of which such director has a material interest. Committee Chairs perform the same function with respect to meetings of each Board committee.

The Nominating and Corporate Governance Committee is responsible for recommending to the Board, on an annual basis, nominees for election as directors for the next annual meeting of Shareholders and analyzing the needs of the Board and recommending nominees who meet such needs, when vacancies arise on the Board.

The Nominating and Corporate Governance Committee is comprised of Fred DuVal, Jason Howe and Joseph Gallucci. Each of Mr. DuVal, Mr. Howe and Mr. Gallucci is considered an independent director for purpose of application securities laws.

To encourage an objective nominating process, when considering potential Board nominees the Nominating and Corporate Governance Committee takes into account a number of factors, which may include the current composition of the Board, the ability of the individual candidate to contribute on an overall basis, the ability of the individual to contribute sufficient time and resources to the Board, the current and future needs of the Company, the individual’s direct experience with public companies in general and mining companies in particular as well as the individual’s skills and knowledge and the skills and knowledge of existing members of the Board.

The overall purpose of the Nominating and Corporate Governance Committee is to:

The Nominating and Corporate Governance Committee uses the following process to identify and nominate highly qualified and dedicated director candidates for election to the Board:

Reference should be made to the “Statement of Executive Compensation” attached to this Information Circular as Schedule “B” for details regarding the Company’s process for determining compensation.

Reference should be made to the “Statement of Executive Compensation” attached to this Information Circular as Schedule “B” for details regarding the Company’s Compensation, Committee.

Reference should be made to the “Statement of Executive Compensation” attached to this Information Circular as Schedule “B” for details regarding the Company’s Compensation, Committee.

If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The only committee of the Board that the Company has, other than the Audit Committee, the Compensation, Committee and the Nominating and Corporate Governance Committee, is the Project Steering Committee. The current members of the Project Steering Committee are Stephen Twyerould and Fred DuVal. The purpose of the Project Steering Committee is to assess and review the overall progress of the Company’s Gunnison Copper Project, and in particular, to consider and guide the Company in respect of the operational, technical, financing, permitting and stakeholder engagement aspects of the Gunnison Copper Project.

Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.

The Board, its Committees and individual directors are currently not regularly assessed with respect to their effectiveness and contribution. However, the Chair meets with directors individually which facilitates a discussion of his or her contribution and that of other directors. When needed, time is set aside at a meeting of the Board for a discussion regarding the effectiveness of the Board and its committees. If appropriate, the Board then considers procedural or substantive changes to increase the effectiveness of the Board and its committees. On an informal basis, the Chair and the Nominating and Corporate Governance Committee are responsible for reporting to the Board on areas where improvements can be made. Any agreed upon improvements required to be made are implemented and overseen by the Nominating and Corporate Governance Committee. A more formal assessment process will be instituted as, if, and when the Board considers it to be necessary.

Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanism of board renewal and, if so, include a description of those director term limits or other mechanism of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.

The Company has not adopted term limits for directors because the risk profile of the Company makes it more difficult for the Company to attract and to retain highly qualified board members than other companies. The Company seeks to avoid losing the services of a qualified director with knowledge of its business through the imposition of an arbitrary term limit.

The Company has not adopted a written policy relating to the identification and nomination of women directors. The Nominating and Corporate Governance Committee generally identifies, evaluates and recommends candidates to become members of the Board with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized expertise. The composition of the Board of Directors is primarily a question of experience and expertise brought by each nominee to the Board of Directors. The Nominating and Corporate Governance Committee, when searching for nominees to the Board of Directors, also takes diversity, including gender diversity, into account. Primarily, the Board of Directors needs directors who have the expertise and the skills necessary for a copper development and production company. Although the committee does not have a formal diversity policy concerning membership of the Board, it considers diversity in its broadest sense when evaluating candidates, including persons diverse in gender, ethnicity, experience, and background.

The Company does not have a written policy relating to the identification and nomination of women directors.

Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.

The Nominating and Corporate Governance Committee considers all factors it deems relevant in the process of identifying and nominating candidates for election or re-election to the Board. As noted above, gender diversity is taken into account but its primary focus to identify directors who have the expertise and the skills necessary for a copper development and production company.

Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reason for not doing so.

The Company identifies, evaluates and recommends persons to become executive officers with the goal of creating a senior management team that, as a whole, consists of individuals with various and relevant career experience and industry knowledge and experience. The composition of the senior management team is primarily a question of the experience and expertise brought by officer. Primarily, the Company needs executive officers who have the expertise and the skills necessary for the development and operation of a copper project in the State of Arizona.

For purposes of this item, a “target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date. Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so. Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so. If the issuer has adopted a target of either type, disclose the target and the annual and cumulative progress of the issuer in achieving the target.

The Company has not adopted a target regarding women on the Board because the Nominating and Corporate Governance Committee generally identifies, evaluates and recommends candidates to become members of our Board with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized experience, while taking diversity, including gender diversity, into account. The Company has not adopted a target regarding women in executive officer positions because the Company’s risk profile and the current process which, often on short notice, focuses on the most qualified person who is willing to accept the risks inherent in a Company in an early stage of production operations, with its flagship asset still under development.

Currently no member of the Company’s Board is a woman.

Currently only the Company’s Corporate Secretary is a woman, representing 20% of the executive officers of the issuer.

SCHEDULE “B”

FORM 51-102F6

STATEMENT OF EXECUTIVE COMPENSATION

GUNNISON COPPER CORP.

(the “Company”)

(for the year ended December 31, 2025)

DATED MAY 8, 2026

Definitions

For the purpose of this Information Circular:

“Chief Executive Officer” or “CEO” of the Company means an individual who served as chief executive officer of the Company or acted in a similar capacity during the most recently completed financial year;

“Chief Financial Officer” or “CFO” of the Company means an individual who served as chief financial officer of the Company or acted in a similar capacity during the most recently completed financial year;

“Executive officer” of the Company for the financial year, means an individual who at any time during the year was:

“NEO” or “named executive officer” means each of the following individuals:

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Unless otherwise specified, all dollar amounts are in United States dollars.

Compensation discussion and analysis

The Company has a Compensation Committee (the “Compensation Committee”) that is responsible for recommending to the Board of Directors all forms of compensation to be granted to the Named Executive Officers and the directors, and for reviewing the President and CEO’s recommendations respecting compensation of the other officers of the Company. The Company’s Named Executive Officers are compensated through consulting agreements, employment agreements or management services arrangements.

Compensation for the NEOs is composed of five components: base salary, performance bonuses, stock options, restricted share units and performance share units. Performance bonuses are considered from time to time. The Compensation Committee has historically not relied on any formula, or objective criteria and analysis to determine an exact amount of compensation to pay. The establishment of base salary, award of stock options, restricted share units, performance share units and performance bonuses were based on subjective criteria including individual performance, level of responsibility, length of service and available market data. The target is for the total compensation package granted to the NEOs to be approximately in the middle range of other comparably sized mining companies; however, while reference is made to executive compensation surveys, there is no fixed formula, or pre-determined set of peer companies that is used for this determination.

Historically base compensation was determined following a review of comparable compensation packages for that position, together with an assessment of the responsibility and experience required for the position to ensure that it reflects the contribution expected from each NEO taking into consideration a variety of factors. These factors include overall financial and operating performance of the Company and the Board’s overall assessment of each NEO’s individual performance and contribution towards meeting corporate objectives, levels of responsibility, length of service and industry comparables. Each of these factors is evaluated on a subjective basis.

Subsequent to the year ended December 31, 2025, the Compensation Committee retained HRKnow an independent compensation specialist consulting firm based in Tucson, Arizona to conduct a custom-made market review and provide board and executive compensation recommendations to the Company. HRKnow performed a market review of board and executive compensation pay practices specific to companies like Gunnison in the United States and provided a customized report (the “2026 HRKnow Report”) with recommended pay framework aligned with the Company’s size, anticipated revenue growth trajectory, and corporate governance considerations.

The 2026 HRKnow Report was developed with reference to several surveys, reports and data sources including:

The focus of the analysis was on for-profit public companies within the mining or similar (e.g. construction) industry, having similar operating revenue size, and, where feasible, similar geographic region. HRKnow collected 25th, 50th, and 75th percentile market data of actual salaries for:

LTI was evaluated as a composite of its primary components, including stock options, RSUs, and PSUs awarded within the defined labor market. The Company’s current low-share-price profile was also considered when assessing appropriate compensation models and prevailing market practices. The use of multiple data sources allowed aggregation of information to develop reliable market observations for supportive conclusions on pay levels and compensation structure practices. In addition to reviewing absolute pay levels, structural ratios between base, STI, and LTI were analyzed to identify prevailing patterns in similarly sized mining organizations.

Due to the fact this analysis was conducted subsequent to year-end, it did not factor into the base salary or equity compensation that was granted for the year ended December 31, 2025. However, the analysis from the HRKnow Report was used in determining bonus payments for performance that occurred during the year ended December 31, 2025.

Base Salary

In determining the base salary of an executive officer, the Compensation Committee begins its analysis with a recommendation from the President and CEO of the Company and also places weight on the following factors: the particular responsibilities related to the position; the experience level of the executive officer; the difficulties in recruiting new talent; and his or her overall performance.

In addition, the Compensation Committee formerly made reference to salary surveys that are published by various organizations that set out a broad comparison of the salary and compensation programs of various companies. During fiscal 2025, the Compensation Committee made reference to:

This survey contains a summary of the compensation practices of hundreds of companies in the mining industry, ranging for junior, mid-tier, and major firms that are publicly listed in Canada and internationally. These companies range in stage of evolution (exploration, development, production) and commodity focus (gold, silver, copper, etc.). The Compensation Committee made reference to the general results of the surveys for companies that have corporate assets between $100 million and $500 million, without making reference to any specific companies within that group.

For the Company’s CEO, the Compensation Committee targets total compensation, including base salary, annual cash incentive compensation and long-term incentive compensation of between the 25^th and 50^th percentile of the competitive market. For the NEOs other than the CEO, the Compensation Committee’s policy is to target compensation relative to the CEO and to use the Survey information on similarly situated executives at companies in the Survey, including informal survey information on similarly situated executives where that data is not available in the Survey. The Compensation Committee has established this market positioning policy for total compensation because it believes the Company’s success is highly dependent on its executive talent.

During the financial year ended December 31, 2025, the annual base salary for services provided by Stephen Twyerould, the President and CEO was US$410,000, the annual base salary for services provided by Roland Goodgame, Senior Vice President Business Development, was US$330,000, the annual base salary for services provided by Craig Hallworth, the Senior Vice President and CFO was US$330,000 and the annual base salary for Robert Winton, Senior Vice President Operations and Chief Operating Officer was US$330,000. The Compensation Committee elected to not provide salary increases for Mr. Twyerould or Mr. Goodgame in fiscal 2025. The salaries for Mr. Hallworth and Mr. Winton were each increased in fiscal 2025 from US$270,000 to US$330,000.

The 2026 HRKnow Report was not used to determine base salaries during fiscal 2025, but has been used to set base salaries for fiscal 2026.

Bonus Payments

Executive officers are eligible for annual cash bonuses at the discretion of the Board of Directors, based on recommendations from the Compensation Committee. The Compensation Committee has not previously prescribed a set of formal objective measures to determine discretionary bonus entitlements. Rather, the Compensation Committee first looks to measure the standards of performance of the NEO within the strategic goals set by the Board for the Company. The Compensation Committee includes those duties commensurate with the position and salary that the NEO was hired for, such as cost and capital control and safety, management of Company affairs, and governance. The Compensation Committee considers the standards and expectations of the base salary engagement the NEO is employed under, and then looks to informally gauge where the NEO has performed beyond expectations. In particular, areas where the actions and controls of the NEO merit recognition and scoring above and beyond the standards of the base salary expectations of the Executive. These areas may include superior performance in any of many categories such as safety, corporate strategy, cost care and control of capital expenditures, permitting, and project start-up. These areas also include other informal and not necessarily defined goals typical for development stage companies such as strategic acquisitions, advancement of production operations and development, equity and debt financings and other transactions and developments that serve to increase the Company’s valuation and not normally gauged as expected performance within the base salary. Precise goals or milestones are not pre-set by the Compensation Committee. The Company has set out bonus targets as set forth in the table below:

In determining the award of the bonuses set forth in the table above, the Compensation Committee undertook a review of both Company and executive performance during fiscal 2025. In assessing management’s performance for fiscal 2025 the Compensation Committee considered the following achievements:

Based on the analysis in the 2026 HRKnow Report, the Company has set the period for performance based executive compensation to begin on March 1^st of the prior fiscal year and end on February 28 (29) of the present fiscal year. As a result, the bonus amounts set forth in the table above have been pro-rated to represent only the portion applicable to the year ended December 31, 2025.

Long-Term Incentives

The Company believes that granting stock options, RSUs and PSUs to key personnel encourages retention and more closely aligns the interests of executive management with the intent of Shareholders. The inclusion of options, RSUs and PSUs in compensation packages allows the Company to compensate employees while not drawing on cash resources. Further, the Company believes that the option, RSU and PSU component serves to further align the interests of management with the interests of the Company’s Shareholders. The amount of options, RSUs or PSUs to be granted is based on the relative contribution and involvement of the individual in question, as well as taking into consideration previous option grants. Historically, there have been no other specific quantitative or qualitative measures associated with option grants and no specific weights are assigned to any criteria individually, rather, the performance of the Company is broadly considered as a whole when determining the number of stock based compensation (if any) to be granted and the Company does not focus on any particular performance metric. During the financial year ended December 31, 2025, the Company granted a total of 7,300,000 stock options, no restricted share units and no performance share units to its Named Executive Officers.

Hedging Restrictions

The Company does not have any policies that restrict a NEO or director from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director except that NEOs and directors are prohibited from undertaking any of the following activities under the Company’s Insider Trading Policy:

Risk Management and Assessment

With respect to the management of risk, the Board takes a conservative approach to executive compensation, rewarding individuals with additional performance-based compensation dependent upon the success of the Company and when such success can be demonstrated. The Compensation Committee is responsible for reviewing the Company’s compensation program to ensure that risks are identified and mitigated to the extent possible. Care is taken in measuring this success, while ensuring it is achieved within normal operating procedures and standards, including those related to the environment, health, safety and sustainable development.

The nature of the business and the competitive environment in which the Company operates requires some level of risk-taking to achieve growth and desired results in the best interest of stakeholders. The Company’s executive compensation program seeks to encourage behaviours directed towards increasing long-term value, while limiting incentives that promote excessive risk taking.

The Company has assessed the risks associated with its approach to bonuses and equity-based compensation grants. In order to manage risks, the executive team has been directed to give an overriding priority to safety, while at the same time working to bring the Gunnison Project into production according to the Board approved plan.

The Company views stock options, RSUs and PSUs as a valuable tool for aligning the interest of management and Shareholders in the long term growth and success of the Company. The Company is aware that stock option, RSU and PSU grants that vest immediately may create an incentive for management to maximize short term gains at the expense of the long term success of the Company. In order to mitigate this risk, option, RSU and PSU grants are generally subject to time or performance based vesting conditions.

Performance Graph

The following graph depicts the Company’s cumulative total Shareholder returns in the past five years (to December 31, 2025), assuming a $100 investment in Common Shares on January 1, 2021, compared to an equal investment in the S&P/TSX Composite Index. The Company does not currently issue dividends. The Common Share performance as set out in the graph does not necessarily indicate future price performance.

As described above, the Compensation Committee considers various factors in determining the compensation of the Named Executive Officers and common share performance is one performance measure that is reviewed and taken into consideration with respect to executive compensation. As a copper development company, the Common Share price can be impacted by the market price of copper, which can fluctuate widely and be affected by numerous factors that are beyond the Company’s control and difficult to forecast. The Common Share price is also affected by other factors beyond the Company’s control, including general and industry-specific economic and market conditions.

There is not a correlation between the trend of Gunnison’s stock price and Gunnison’s executive compensation. Due to a variety of factors, the Company’s executive compensation increased from 2021 to 2025 as the Company pivoted the development plan for its Gunnison Copper Project and the restart of production from the Johnson Camp Mine.

During the year ended December 31, 2025, the Company’s salary was unchanged for the Chief Executive Officer and Senior Vice President Business Development, and increased for the Senior Vice President and

Chief Financial Officer and Senior Vice President and Chief Operating Officer. During fiscal 2025, the Company paid bonuses for the first time in the measurement period for the reasons discuss further above and the more recent increase in compensation is correlated with an increase in the Company’s share price.

Compensation Governance

Compensation Committee

Members and Independence

During the year ended December 31, 2025, the Compensation Committee was comprised of Colin Kinley, Fred DuVal and Joseph Gallucci, all of whom are independent directors. The Company announced the sudden passing of Mr. Kinley on November 7, 2025. Currently, the members of the Compensation Committee are Fred DuVal and Joseph Gallucci, all of whom are independent directors.

Skills and Experience

The Board believes that each current member of the Compensation Committee possesses skills and experience relevant to the mandate of the Compensation Committee. In addition, the members of the Compensation Committee each have skills and experience that enable them to make decisions on the suitability of the Company’s compensation policies and practices.

Responsibilities, Powers and Operation

The Compensation Committee’s primary function to assist the Board of Directors in fulfilling its oversight responsibilities by:

Meetings of the Compensation Committee are held from time to time as the Compensation Committee or the Chair of the Compensation Committee shall determine. The Compensation Committee may ask members of Management or others to attend meetings or to provide information as necessary. The Compensation Committee is permitted to retain and terminate the services of outside compensation specialists and other advisors to the extent required, and has the sole authority to approve their fees and other retention terms.

Compensation Advisor

Identity and Mandate of Compensation Consultant

During the first of the current financial year, the Company retained HRKnow to undertake a review of the Company’s director and executive compensation program. The Committee’s mandate was for HRKnow to provide recommendations regarding director and executive compensation for the fiscal year ended December 31, 2026 and thereafter; however, this also included an analysis of bonus recommendations for performance during the year ended December 31, 2025. In developing compensation recommendations for the fiscal year ended December 31, 2026, and bonus recommendations for the year ended December 31, 2025, HRKnow provided the following support to the Compensation Committee:

The Company does not have a requirement that the Compensation Committee or Board of Directors pre-approve the services that a compensation consultant provides to the Company at the request of Management.

Fees Paid to Compensation Consultant

During the two most recently completed financial years, following fees have been billed by HRKnow to the Company:

Summary Compensation Table

The following table contains information about the compensation paid to, or earned by, those who were during the fiscal year ended December 31, 2025 the Company’s Named Executive Officers. The Company had four Named Executive Officers during the fiscal year ended December 31, 2025, namely Stephen Twyerould, Roland Goodgame, Robert Winton and Craig Hallworth.

Option-based Awards

The Company currently has a stock option plan in place. The purpose of the stock option plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares. Please refer to “Particulars of Matters to be Acted Upon – Approval of Amended Stock Option Plan” in the Information Circular for a summary of the stock option plan.

Restricted Share Unit Plan

In order to further align the interests of the Company’s senior executives, key employees, consultants and directors with those of the Shareholders, the Company has adopted its RSU Plan. Please refer to “Particulars of Matters to be Acted Upon – Approval of Amended Restricted Share Unit Plan” in the Information Circular for a summary of the RSU Plan.

Performance Stock Unit Plan

In order to further align the interests of the Company’s senior executives, key employees and consultants with those of the Shareholders, the Company has adopted its PSU Plan. Please refer to “Particulars of Matters to be Acted Upon – Approval of Amended Performance Share Unit Plan” in the Information Circular for a summary of the PSU Plan.

Outstanding share-based awards and option-based awards

The following table provides details with respect to outstanding option-based awards and share-based awards, granted to the Named Executive Officers as at the year ended December 31, 2025.

Incentive plan awards – value vested or earned during the financial year ended December 31, 2025

The following table provides information regarding value vested or earned through incentive plan awards by the Named Executive Officers during the year ended December 31, 2025:

Pension Plan Benefits

The Company does not have any pension or retirement plans or arrangements for its Named Executive Officers.

Termination and Change of Control Benefits

The following describes the respective employment agreements currently in effect for the Named Executive Officers:

Stephen Twyerould

Effective January 1, 2017, Stephen Twyerould entered into an employment agreement with Excelsior Arizona pursuant to which Excelsior Arizona employs Mr. Twyerould in the position of Chief Executive Officer and President of the Company, Excelsior Arizona and Excelsior Mining JCM, Inc. (“Excelsior JCM”). Effective July 1, 2018, Mr. Twyerould entered into a new employment agreement (the “Twyerould Agreement”) with Excelsior Arizona and his annual base salary increased to US$410,000.

Pursuant to the Twyerould Agreement if Excelsior Arizona terminates the Twyerould Agreement for cause, Excelsior Arizona is required to pay Mr. Twyerould all previously unpaid base salary up to the date of termination. If Excelsior Arizona terminates the Twyerould Agreement for any reason other than for cause or the death or disability of Mr. Twyerould, or if Mr. Twyerould terminates the Twyerould Agreement for Good Reason (as defined below), Excelsior Arizona is required to pay Mr. Twyerould all unpaid base salary and an amount equal to one year of base salary. In the event of a Change of Control (as defined below) and Excelsior Arizona terminates the Twyerould Agreement or fails to renew the Twyerould Agreement within 18 months of the Change of Control, Excelsior Arizona is required to pay Mr. Twyerould an amount equal to (i) three years worth of base salary, (ii) plus an amount calculated by multiplying (A) the targeted amount of the annual bonus by (B) a fraction the numerator of which is the number of whole months of base salary that is provided pursuant to (i) and the denominator is 12, and (iii) provide either the continuation of benefits for a one year period or a payout of the value of such benefits as determined by an independent valuator selected by the Company.

Roland Goodgame

Effective March 1, 2017, Roland Goodgame entered into an employment agreement with Excelsior Arizona pursuant to which Excelsior Arizona employs Mr. Goodgame in the position of Chief Operating Officer of the Company, Excelsior Arizona and Excelsior JCM. Effective July 1, 2018, Mr. Goodgame entered into a new employment agreement with Excelsior Arizona (the “Goodgame Agreement”) and his annual base salary increased to US$330,000. Effective December 23, 2020, Mr. Goodgame was promoted to the position of Senior Vice President Business Development. No changes were made to the Goodgame Agreement with respect to the promotion.

Pursuant to the Goodgame Agreement, if Excelsior Arizona terminates the Goodgame Agreement for cause, Excelsior Arizona is required to pay Mr. Goodgame all previously unpaid base salary up to the date of termination. If Excelsior Arizona terminates the Goodgame Agreement for any reason other than for cause or the death or disability of Mr. Goodgame, or if Mr. Goodgame terminates the Goodgame Agreement for Good Reason (as defined below), Excelsior Arizona is required to pay Mr. Goodgame all unpaid base salary and an amount equal to one year of base salary. In the event of a Change of Control (as defined below) and Excelsior Arizona terminates the Goodgame Agreement or fails to renew the Goodgame Agreement within 18 months of the Change of Control, Excelsior Arizona is required to pay Mr. Goodgame an amount equal an amount equal to (i) three years worth of base salary, (ii) plus an amount calculated by multiplying (A) the targeted amount of the annual bonus by (B) a fraction the numerator of which is the number of whole months of base salary that is provided pursuant to (i) and the denominator is 12, and (iii) provide either the continuation of benefits for a one year period or a payout of the value of such benefits as determined by an independent valuator selected by the Company.

Robert Winton

Effective August 12, 2020, Robert Winton entered into an employment agreement with Excelsior Arizona (the “Winton Agreement”) pursuant to which Excelsior Arizona employs Mr. Winton in the position of Senior Vice President Operations and General Manager of the Company, Excelsior Arizona and Excelsior JCM at an annual base salary of US$270,000. During fiscal 2025 his annual base salary was increased to US$330,000.

Pursuant to the Winton Agreement, Mr. Winton, may terminate the Winton Agreement on the giving to the Excelsior Arizona at least three months’ written notice of the effective date of such termination. Excelsior Arizona may terminate the Winton Agreement without cause as follows:

In the event of a Change of Control (as defined below) and Excelsior Arizona terminates the Winton Agreement without cause within 12 months of the change of control, or Mr. Winton terminates the Winton Agreement for Good Reason, within 12 months of the change of control, Excelsior Arizona is required to pay Mr. Winton an amount equal to the 12 months’ base salary at the time of termination.

Craig Hallworth

On July 5, 2024, Craig Hallworth entered into an employment agreement with Excelsior Arizona (the “Hallworth Agreement”) pursuant to which Excelsior Arizona employs Mr. Hallworth in the position of Chief Financial Officer and Senior Vice President of the Company, Excelsior Arizona and Excelsior Holdings at an annual base salary of US$270,000. During fiscal 2025 his annual base salary was increased to US$330,000.

Pursuant to the Hallworth Agreement, Mr. Hallworth, may terminate the Hallworth Agreement on the giving to the Excelsior Arizona at least four months’ written notice of the effective date of such termination. Excelsior Arizona may terminate the Hallworth Agreement without cause on the giving of twelve (12) months’ written notice or pay in lieu of notice.

In the event of a Change of Control (as defined below) and Excelsior Arizona terminates the Hallworth Agreement without cause within 12 months of the change of control, or Mr. Hallworth terminates the Hallworth Agreement for Good Reason, within 12 months of the change of control, Excelsior Arizona is required to pay Mr. Hallworth an amount equal to the 24 months’ base salary at the time of termination.

Definitions

Change of control (“Change of Control”) is defined in each of the Goodgame Agreement, the Twyerould Agreement, the Winton Agreement and the Hallworth Agreement to include each of the following: (a) any tender offer, take-over bid or exchange offer is consummated involving fifty one percent (51%) or more of the combined voting power of Excelsior Arizona’s or the Company’s outstanding securities; (b) the consummation of any merger, consolidation or other reorganization or similar transaction involving Excelsior Arizona or the Company where less than sixty percent (60%) of the outstanding voting shares of the surviving entity are or would be owned in the aggregate by Excelsior Arizona’s or the Company’s stockholders who are stockholders of Excelsior Arizona or the Company, as applicable, as of the date of such action; (c) the consummation of any sale or transfer of all or substantially all of the assets of Excelsior Arizona or the Company to any person or entity, other than to an entity that is wholly owned by Excelsior Arizona or the Company, as applicable; (d) any tender offer, take-over bid, exchange offer, merger, take-over bid, consolidation, other reorganization or similar transaction, sale or transfer of assets or contested election where less than a majority of the board of directors of Excelsior Arizona or the Company, or, if applicable, the surviving entity were directors of Excelsior Arizona or the Company, as applicable, before such action; or (e) any transaction relating to Excelsior Arizona or the Company that is required to be described in accordance with Schedule 14A of Regulation 14A of the Securities and Exchange Commission (or equivalent regulations applicable in Canada). In the Goodgame Agreement and the Twyerould Agreement a change of control also includes where any securityholder, including its affiliates, sells or transfers fifty percent (50.0%) or more of the combined voting power of Excelsior Arizona’s or the Company’s outstanding securities to a party that is not an affiliate of the transferring securityholder, where references to an “affiliate” are as such term is defined in the Business Corporations Act (British Columbia).

Good Reason is defined in the Twyerould Agreement to mean, without Twyerould’s written consent, the occurrence of any of the following circumstances: (i) reduction by Excelsior Arizona in Twyerould’s Base Salary; (ii) the failure of Twyerould to be appointed or re-appointed to the position of President & Chief Executive Officer of Excelsior Arizona or the Company; (iii) a material diminution in Twyerould’s duties or the assignment to Twyerould of any duties inconsistent with his position and status as President & Chief Executive Officer of Excelsior Arizona or the Company; (iv) the Company ceases to be publicly traded; (v) a change in Twyerould’s reporting relationship such that Twyerould no longer reports directly to the Board of Directors of Excelsior Arizona and the Company; or (vi) a relocation of place of work outside of Arizona.

Good Reason is defined in the Goodgame Agreement to mean, without Goodgame’s written consent, the occurrence of any of the following circumstances: (i) reduction by Excelsior Arizona in the Goodgame’s Base Salary; (ii) the failure of the Goodgame to be appointed or re-appointed to the position of Senior Vice President or Chief Operating Officer, as applicable, of Excelsior Arizona or the Company; (iii) a material diminution in the Goodgame’s duties or the assignment to the Goodgame of any duties inconsistent with his position and status as Senior Vice President or Chief Operating Officer, as applicable, of Excelsior Arizona or the Company; (iv) the Company ceases to be publicly traded; (v) a change in the Goodgame’s reporting relationship such that the Goodgame no longer reports directly to the Chief Executive Officer of Excelsior Arizona and the Company; or (vi) a relocation of place of work outside of Arizona.

Good Reason is defined in the Winton Agreement to mean, without Winton’s written consent, the occurrence of any of the following circumstances: (i) reduction by Excelsior Arizona in Winton’s Base Salary; (ii) the failure of Winton to be appointed or re-appointed to the position of Senior Vice President Operations and General Manager; (iii) a material diminution in Winton’s duties or the assignment to Winton of any duties inconsistent with his position and status as Senior Vice President Operations and General Manager of Excelsior Arizona, or the Company; (iv) the Company ceases to be publicly traded; (v) a change in Winton’s reporting relationship such that Winton no longer reports directly to the Chief Executive Officer; (vi) Winton is directed by the Company to act, or refrain from acting, in a manner that would result in the Company becoming non-compliant with any of its permits or a violation of applicable law; or (vii) a relocation of place of work outside of Arizona.

Good Reason is defined in the Hallworth Agreement to mean, without Hallworth’s written consent, the occurrence of any of the following circumstances: (i) reduction by Excelsior Arizona in Hallworth’s Base Salary; (ii) the failure of Hallworth to be appointed or re-appointed to the position of Chief Financial Officer and Senior Vice President; (iii) a material diminution in Hallworth’s duties or the assignment to Hallworth of any duties inconsistent with his position and status as Chief Financial Officer and Senior Vice President;

(iv) the Parent Company ceases to be publicly traded; (v) a change in Hallworth’s reporting relationship such that Hallworth no longer reports directly to the Chief Executive Officer of Excelsior Arizona; or (vi) a relocation of place of work outside of Arizona.

Termination Payments

The following table shows estimated incremental payments triggered pursuant to termination of employment of a Named Executive Officer in the event of a Change of Control in accordance with the termination provisions described above:•

The following table shows estimated incremental payments triggered pursuant to termination of employment of a Named Executive Officer without cause in accordance with the termination provisions described above:

Director Compensation

From April 21, 2021, under the Company’s director compensation program, non-executive Directors of the Company receive the following director compensation, paid quarterly:

The following table contains information about the compensation paid to, or earned by Directors of the Company who were not Named Executive Officers. During the financial year ended December 31, 2025, the Company had six Directors who were not Named Executive Officers, being Colin Kinley, Michael Haworth, Fred DuVal, Stephen Axcell, Jason Howe and Joseph Gallucci.

Incentive plan awards - Outstanding share-based awards and option-based awards granted to Directors

The following table provides details with respect to outstanding option-based awards and share-based awards, granted to the Directors of the Company who were not Named Executive Officers as at the year ended December 31, 2025.

Incentive plan awards – value vested or earned during the financial year ended December 31, 2025

The following table provides information regarding value vested or earned through incentive plan awards by the Directors of the Company who were not Named Executive Officers during the year ended December 31, 2025:

SCHEDULE “C”

STOCK OPTION PLAN

See attached.

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