Straightup Resources : Management Information Circular

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING

OF SHAREHOLDERS

OF

STRAIGHTUP RESOURCES INC.

TO BE HELD ON

MARCH 31, 2023

DATED: FEBRUARY 21, 2023

StraightUp Resources Inc.

701 West Georgia Street, Suite 1500

Vancouver, BC V7Y 1C6

StraightUp Resources Inc.

701 West Georgia Street, Suite 1500

Vancouver, BC V7Y 1C6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 31, 2023

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of common shares ("Shareholders") of STRAIGHTUP RESOURCES INC. (the "Corporation") will be held at 701 West Georgia Street, Suite 1500, Vancouver, British Columbia on Friday, March 31, 2023, at 3:00 p.m. (Pacific Time) for the following purposes:

1. to receive and consider the audited financial statements of the Corporation, together with the notes thereto and the auditor's report thereon, for the financial year ended December 31, 2021;
2. to fix the number of directors of the Corporation at three (3);
3. to elect directors of the Corporation to hold office until the next annual meeting of Shareholders;
4. to appoint Manning Elliott LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditor;
5. To consider and, if thought fit, pass an ordinary resolution approving the Corporation's "10% rolling" stock option plan, in the form attached as "Schedule "A" to and as more particularly described in the accompanying Management Information Circular (the "Circular"); and
6. to transact such further and other business as may be properly brought before the Meeting and any adjournment thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting.

No other matters are contemplated, however, any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such further and other business as may properly come before the Meeting or any adjournment. Also accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) financial statements request form.

The board of directors of the Corporation (the "Board") has fixed the close of business on February 21, 2023, as the record date (the "Record Date") for determining Shareholders who are entitled to receive notice and to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are a non-registered Shareholder.

Virtual Attendance

Shareholders and appointed proxyholders are welcome to attend the Meeting virtually. This provides an equal opportunity to participate at the Meeting by video/teleconference regardless of geographic location, however, a

Shareholder/Proxyholder attending the Meeting by video/teleconference will not be able to vote at the Meeting. As such, Shareholders who attend the Meeting virtually and who wish to ensure their common shares will be voted at the Meeting are advised to vote in advance of the Meeting. Please refer to the voting instructions in the proxy or voting instruction form.

To pre-register for virtual attendance, please connect with the Meeting Coordinator via email to [e-mail].

In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided and submit votes no later than March 29, 2023, at 3:00 p.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting, or such earlier time as may be directed in the form.

DATED at Vancouver, British Columbia, this 21st day of February 2023.

BY ORDER OF THE BOARD OF DIRECTORS:

/s/ Mark Brezer

Mark Brezer

President, Chief Executive Officer and Director

MANAGEMENT INFORMATION CIRCULAR

As at February 21, 2023

(except as otherwise indicated)

SECTION 1 - INTRODUCTION

This management information circular (the "Circular") accompanies the notice of annual general meeting (the "Notice") and is furnished to the holders (the "Shareholders") of common shares ("Shares") in the capital of StraightUp Resources Inc. (the "Corporation") in connection with the solicitation by the management of the Corporation of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held at 701 West Georgia Street, Suite 1500, Vancouver, British Columbia on Friday, March 31, 2023, at 3:00 p.m. (Pacific Time), or any adjournment thereof.

VIRTUAL ATTENDANCE

Shareholders and appointed proxyholders are welcome to attend the Meeting virtually. This provides an equal opportunity to participate at the Meeting by video/teleconference regardless of geographic location, however, a Shareholder/Proxyholder attending the Meeting by video/teleconference will not be able to vote at the Meeting. As such, Shareholders who attend the Meeting virtually and who wish to ensure their common shares will be voted at the Meeting are advised to vote in advance of the Meeting. Please refer to the voting instructions in the proxy or voting instruction form.

To pre-register for virtual attendance, please connect with the Meeting Coordinator via email to [e-mail].

DATE AND CURRENCY

The information contained in this Circular is as at February 21, 2023. Unless otherwise stated, all amounts herein are in Canadian dollars.

NOTICE-AND-ACCESS

The Corporation is not relying on the "Notice and Access" delivery procedures outlined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54- 101") to distribute copies of proxy-related materials in connection with the Meeting. However, the Corporation is electronically delivering proxy-related materials to Shareholders who have requested such delivery method and encourages Shareholders to sign up for electronic delivery (e-Delivery) of all future proxy materials. The proxy materials for the Meeting can be found on on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.comunder the Corporation's profile and on the Corporation's website at: https://www.straightupresources.com/.

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The Circular contains details of matters to be considered at the Meeting. Please review the Circular before voting.

SECTION 2 - PROXIES AND VOTING RIGHTS

MANAGEMENT SOLICITATION

The solicitation of proxies by the management of the Corporation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Corporation. The Corporation does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals' authorization to execute forms of proxy, except that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Corporation will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

APPOINTMENT OF PROXY

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed on the enclosed form of proxy are officers and/or directors of the Corporation (the "Management Proxyholders").

A Shareholder has the right to appoint a person or company to attend and act for or on behalf of that Shareholder at the Meeting, other than the Management Proxyholders named in the enclosed form of proxy. A proxyholder need not be a Shareholder.

To exercise the right, the Shareholder may do so by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the form of proxy. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instruction to the nominee on how the Shareholder's Shares should be voted. The nominee should bring personal identification to the Meeting.

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with the Corporation's registrar and transfer agent, Endeavor Trust Company, Suite 702, 777 Hornby Street, Vancouver, British Columbia, Canada V6Z 1S4, Attention: Proxy Department, by mail, facsimile transmission, telephone voting system or via the Internet at least two business days (excluding Saturdays, Sundays and holidays) prior to the scheduled time of the Meeting, or any adjournment thereof.

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