Conquest Resources : 2023 Information Circular

Annual and Special Meeting of Shareholders

to be held Monday, June 19, 2023

Management Information Circular

Dated May 1, 2023

55 UNIVERSITY AVENUE, SUITE 1805, TORONTO, ONTARIO, CANADA M5J 2H7

TELEPHONE: [phone]

Email:[e-mail]:www.ConquestResources.com

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the "Meeting") of the shareholders of Conquest Resources Limited ("Conquest" or the "Corporation") will be held virtually by telephonic or electronic means on Monday, June 19, 2023 at 2:00 PM (Toronto time) for the following purposes:

1. to receive the report of the Directors and the financial statements of the Corporation for the financial year ended December 31, 2022, together with the report of the auditor thereon;
2. to elect Directors;
3. to appoint the Auditor for the ensuing year and to authorize the Directors to fix its remuneration; and
4. to consider and, if thought advisable, to approve an ordinary resolution ratifying the
   Corporation's existing Stock Option Plan, as more particularly set forth in the accompanying
   Circular; and,
5. to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

IMPORTANT

ATTENDING THE MEETING

The Meeting will be a virtual format conducted solely online via live webcast to provide a safe and widely accessible experience for our shareholders.

In order to attend the Meeting virtually, shareholders are required to log in to Web Link: http://momentum.adobeconnect.com/conquestagm/at least fifteen (15) minutes prior to the start of the Meeting. You may also log on to the Meeting by dialing ([phone] or toll-free in North America ([phone].

You have the right to vote if you are a shareholder of the Corporation. Shareholders are encouraged to vote by proxy. To ensure your vote is counted, your proxy must be received by 2.00 PM (EST) on June 15, 2023.

The Management Information Circular (the "Circular") has been prepared to help you make an informed decision on the matters to be voted on at the Meeting. Please review the Circular carefully before voting.

Shareholders are encouraged to complete, date, sign, and return the enclosed Proxy in accordance with the instructions set out in the Proxy and the Circular.

DATED at Toronto, Canada as of May 1, 2023

BY ORDER OF THE BOARD OF DIRECTORS

(signed) John F. Kearney

John F. Kearney

Chairman

55 UNIVERSITY AVENUE, SUITE 1805, TORONTO, ONTARIO, CANADA M5J 2H7

TELEPHONE: [phone]

Email:[e-mail]:www.ConquestResources.com

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MANAGEMENT INFORMATION CIRCULAR

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of CONQUEST RESOURCES LIMITED (the "Corporation" or "Conquest") for use at the Annual and Special Meeting of Shareholders of the Corporation (the "Meeting") to be held on Monday, June 19, 2023 at 2:00 PM (Toronto time) for the purposes set out in the accompanying notice of meeting. In addition to the use of the mails, proxies may be solicited by Officers ("Officers"), Directors ("Directors") and regular employees of the Corporation by telephone. The cost of such solicitation will be borne by the Corporation.

NOTICE AND ACCESS

The Corporation has elected to use the notice‐and‐access process ("Notice‐and‐Access") under National Instrument 54‐101-Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54‐ 101") and National Instrument 51‐102-Continuous Disclosure Obligations, for distribution of this Circular and other meeting materials to registered Shareholders of the Corporation and Non‐Registered Holders (as defined herein).

Notice‐and‐Access allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation anticipates that utilizing the Notice‐and‐Access process will substantially reduce both postage and printing costs.

Meeting materials including the Circular and the Corporation's audited financial statements for the year ended December 31, 2022 and the Corporation's management discussion and analysis for the year ended December 31, 2022, are available on the Corporation website at www.ConquestResources.comand under the Corporation's SEDAR profile at www.sedar.com.

The Corporation does not intend to pay intermediaries to forward the Notice‐and‐Access Notification to OBOs (as defined herein) under NI 54‐101, and therefore an OBO will not receive the Notice‐and‐Access Notification unless the OBO's intermediary assumes the cost of delivery.

Shareholders will not receive a paper copy of the Meeting Materials unless they request paper copies from the Corporation. Requests for paper copies of the Meeting Materials must be received at least five

1. business days in advance of the proxy deposit date and time, being 2:00 p.m. on June 13, 2022 and the Corporation will mail the requested materials within three (3) business days of the request.

ATTENDING THE MEETING

The Meeting will be a virtual format conducted solely online via live webcast to provide a widely accessible experience for our shareholders.

55 UNIVERSITY AVENUE, SUITE 1805, TORONTO, ONTARIO, CANADA M5J 2H7

TELEPHONE: [phone]

Email:[e-mail]:www.ConquestResources.com

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In order to attend the Meeting virtually, shareholders are required to log in to Web Link: http://momentum.adobeconnect.com/conquestagm/(15) minutes prior to the start of the Meeting. You may also log on to the Meeting by dialing ([phone] or toll-free in North America ([phone].

It is recommended that shareholders and proxyholders submit their questions as soon as possible during the Meeting so they can be addressed at the right time. Questions may be submitted in writing by using the relevant dialog box in the function "Ask a question" during the Meeting. Only shareholders and duly appointed and registered proxyholders may ask questions during the question period.

The Chairman of the Meeting and/or other members of Management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed by The Chairman of the Meeting and other members of Management at the end of the Meeting during the question period.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote at the Meeting or may appoint another person to represent, virtually, such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. To appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are Officers or directors of the Corporation. A REGISTERED SHAREHOLDER

DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY.

A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation's transfer agent and registrar, TSX Trust Company (the "Transfer Agent") not later than 2:00 p.m. (Toronto time) on Thursday, June 15, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

55 UNIVERSITY AVENUE, SUITE 1805, TORONTO, ONTARIO, CANADA M5J 2H7

TELEPHONE: [phone]

Email:[e-mail]:www.ConquestResources.com

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Proxies may be deposited with the Transfer Agent using one of the following methods:

By Mail:	TSX Trust Company
	100 Adelaide Street West,
	Suite 301 Toronto, Ontario
By Facsimile:	[phone]
By Internet:	www.voteproxyonline.com
	You will need to provide your 12 digit control
	number (located on the form of proxy)

Voting by Beneficial Holders of Common Shares

A Registered Shareholder has the right to vote, and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter voted upon at the Meeting or any adjournment thereof.

Only Shareholders as of the close of business on the record date of April 26, 2023 are entitled to vote at the Meeting by proxy. If you are a registered Shareholder, please date and execute the accompanying form of proxy and return it in the envelope provided to TSX Trust Company, the Registrar and Transfer Agent of the Corporation, at 100 Adelaide St W, Suite 301, Toronto, Ontario, M5H 4H1, or by facsimile, at

1. 595-9593by no later than 2:00 p.m. (Toronto time) on June 15, 2023, or two business days preceding the date of any adjournment or postponement. If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his discretion, without notice.

Voting by Non-Registered/Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Common Shares in their own name and are considered non- registered beneficial Shareholders. Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders are "non-registered" Shareholders ("Non-RegisteredShareholders") because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either:

1. in the name of an intermediary ("Intermediary") (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Shareholder deals with in respect of the Common Shares; or

55 UNIVERSITY AVENUE, SUITE 1805, TORONTO, ONTARIO, CANADA M5J 2H7

TELEPHONE: [phone]

Email:[e-mail]:www.ConquestResources.com