Vanadiumcorp Resource : Document

VANADIUMCORP RESOURCE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

To be held on July 2, 2024

and

MANAGEMENT INFORMATION CIRCULAR

May 30, 2024

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VANADIUMCORP RESOURCE INC.

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the shareholders of Vanadiumcorp Resource Inc. ("Vanadiumcorp" or the "Company") will be held on July 2, 2024 at 10:00

a.m. (PDT) at 303 - 5455 West Boulevard, Vancouver, BC for the following purposes:

1. To receive the Report of the Directors;
2. To receive the financial statements of the Company and the Auditors' report thereon for the years ended October 31, 2022 and October 31, 2023;
3. to re-appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year, and to authorize the directors of the Company to fix the remuneration to be paid to the auditor for the ensuing year
4. To fix the number of directors at six;
5. To elect directors for the ensuing year;
6. To consider, and if thought fit, to approve, with or without amendment, an ordinary resolution to re- approve the Company's Stock Option Plan; and
7. To transact such further or other business as may properly come before the meeting and any adjournment thereof.
   INSIDERS TO WHOM SHARES MAY BE ISSUED UNDER THE AMENDED PLAN, AND THEIR RESPECTIVE ASSOCIATES AND AFFILIATES, WILL ABSTAIN FROM VOTING ON THE FOREGOING RESOLUTION. THE APPROVAL OF A MAJORITY OF DISINTERESTED SHAREHOLDERS OF THE COMPANY IS THEREFORE SOUGHT.

This notice is accompanied by a Management Information Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders, and, for those registered shareholders who so requested, a copy of the audited annual consolidated financial statements and management's discussion and analysis ("MD&A") of the Company for the years ended October 31, 2022 and October 31, 2023 (collectively, the "Meeting Materials"). Shareholders are able to request to receive copies of the Company's annual report (including audited consolidated financial statements and MD&A) and/or interim consolidated financial report and MD&A by marking the appropriate box on the form of proxy or voting instruction form, as applicable. The audited annual consolidated financial statements and MD&A of the Company for the years ended October 31, 2022 and October 31, 2023 are being sent to those shareholders who have previously requested to receive them. Otherwise, they can be found on SEDAR+ at www.sedaplus.ca.

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The Board of Directors of the Company has, by resolution, fixed the close of business on May 28, 2024 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The Board of Directors of the Company has, by resolution, fixed 10:00 a.m. (Pacific Daylight Time) on June 27, 2024 or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company's transfer agent.

Registered shareholders who wish to ensure that their shares are voted at the Meeting are requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set forth therein and in the Circular. A proxy will not be valid unless it is properly completed and received by Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not fewer than forty- eight (48) hours before the time fixed for the Meeting.

If you hold your Common Shares in a brokerage account, you are a non-registered shareholder ("Beneficial Shareholder"). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote.

DATED at Vancouver, British Columbia this 30th day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

"Paul J. McGuigan"

Paul J. McGuigan

Chief Executive Officer

r

VANADIUMCORP RESOURCE INC.

303 - 5455 WEST BOULEVARD

VANCOUVER, BRITISH COLUMBIA V6M 3V5

INFORMATION CIRCULAR

AS AT JULY 2, 2024

This Information Circular accompanies the Notice of the Annual General and Special Meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of VANADIUMCORP RESOURCE INC. (the "Corporation") to be held at Suite 303 - 5455 West Boulevard, Vancouver, BC on July 2, 2024 at 10:00 a.m. (PDT), and is furnished in connection with a solicitation of proxies by the Board of Directors of the Corporation for use at that Meeting and at any adjournment thereof. The solicitation will be by mail. Proxies may also be solicited personally by regular employees of the Corporation. The Corporation does not reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by agents. The cost of solicitation will be borne by the Corporation.

GENERAL PROXY INFORMATION

Appointment of Proxyholder

A duly completed form of proxy will constitute the persons named in the enclosed form of proxy as the shareholder's proxyholder. The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or directors of the Corporation (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

Voting By Proxy

Common Shares represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a shareholder as proxyholder, such person will vote in favour of the matters proposed by management at the Meeting and for all other matters proposed by management at the Meeting.

The enclosed form of proxy confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of the Corporation's registrar and transfer agent, Computershare Investor Services Inc. (the "Transfer Agent"), Attention: Proxy Department, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies deposited subsequently.

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Non-Registered Shareholders

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common Shares beneficially owned by a holder (a "Non-RegisteredHolder") are registered either:

1. in the name of an Intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or
2. in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs".

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators ("NI 54-101"), the Corporation has elected to send the Notice of Meeting and this Information Circular (collectively, the "Meeting Materials") directly to the NOBOs, and indirectly through intermediaries to the OBOs. The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting.

The intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. Intermediaries will frequently use service companies to forward the Meeting Materials to the OBOs. Generally, an OBO who has not waived the right to receive Meeting Materials will either:

1. be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the OBO and must be completed, but not signed, by the OBO and deposited with Computershare Investor Services Inc.; or
2. more typically, be given a voting instruction form ("VIF") which is not signed by the intermediary, and which, when properly completed and signed by the OBO and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow.

The Corporation will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the Meeting Materials and related documents. Accordingly, an OBO will not receive copies of the Meeting Materials and related documents unless the OBO's Intermediary assumes the costs of delivery.

The Meeting Materials are being sent to both registered shareholders of the Corporation and Non-Registered Holders. If you are a Non-Registered Holder, and the Corporation or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for

1. delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Meeting Materials sent to NOBOs who have not waived the right to receive meeting materials are accompanied by a VIF, instead of a Proxy form. By returning the VIF in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the Common Shares owned by the NOBO.

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VIFs, whether provided by the Corporation or by an intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on the Non-Registered Holder's behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or the Non-Registered Holder's nominee, the right to attend and vote at the Meeting.

Non-Registered Holders should return their voting instructions as specified in the VIF sent to them. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Although Non-Registered Holders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Non-Registered Holder may attend the Meeting as a proxyholder for a registered shareholder and vote Common Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

Revocability of Proxy

A registered shareholder who has given a proxy may revoke it by a duly signed instrument in writing that is

1. received at the registered office of the Corporation at any time up to and including the last business day before the day set for the holding of the Meeting, or (b) provided at the Meeting to the chair of the Meeting before any vote in respect of which the proxy is to be used shall have been taken, or in any other manner provided by law.

NOBOs who wish to revoke their voting instructions should contact Computershare Investor Services Inc. at telephone number 1-800-564-6253. OBOs who wish to revoke a voting instruction form or a waiver of the right to receive proxy-related materials should contact their Intermediaries for instruction.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Only Common Shares carry voting rights at the Meeting with each Common Share carrying the right to one vote. The board of directors of the Corporation (the "Board of Directors" or "Board") has fixed May 28, 2024 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As at May 28, 2024, 83,181,843 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and senior officers of the Corporation, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation.

VOTES NECESSARY TO PASS RESOLUTIONS AT THE MEETING

Under the Corporation's Articles, the quorum for the transaction of business at the Meeting consists of two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the outstanding Common Shares. A simple majority of the votes cast at the Meeting (in person or by proxy) is required in order to pass the resolutions referred to in the accompanying Notice of Meeting.

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ELECTION OF DIRECTORS

The Corporation has seven (7) directors as of the Record Date. At the Meeting, shareholders will be asked to fix the number of directors at seven (7) and to elect seven (7) directors. The persons named below are the five

1. nominees of management for election as directors, all of whom are current directors of the Corporation. Each director elected will hold office until the next annual general meeting or until the director's successor is elected or appointed unless the director's office is earlier vacated under any of the relevant provisions of the Articles of the Corporation or the Business Corporations Act (British Columbia). It is the intention of the persons named as proxyholders in the enclosed Proxy form to vote for the election to the Board of Directors of those persons hereinafter designated as nominees for election as directors. The Board of Directors does not contemplate that any of such nominees will be unable to serve as a director; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in such shareholder's Proxy that such shareholder's Common Shares are to be withheld from voting in the election of directors.

The following table sets out the name of each of the persons proposed to be nominated for election as a director; all positions and offices in the Corporation presently held by the nominee; the nominee's principal occupation or employment presently and during the last five years; the period during which the nominee has served as a director; and the number of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of May 28, 2024.

			Common
			Shares	Principal occupation,
			beneficially	business or employment
	Name, place of residence and		owned or	presently and during last five
	positions with the Corporation	Director since	controlled	years
STEPHEN PEARCE(1)	Aug 30, 2013	1,710,000	Lawyer since 1997; Independent
Director, Corporate Secretary			Consultant since 2008.
British Columbia, Canada
CHRISTIAN PARADIS(1)	Oct 13, 2023	Nil	Lawyer and independent business
Director			consultant..
Quebec, Canada
MARIO DROLET(1)	January 17, 2024	18,000	Independent business consultant.
Director
Quebec, Canada
DR. GILLES CHAMPAGNE	Sep 18, 2019	550,000	CTO for the Company and prior to
Director, Chief Technology Officer			that he was VP Engineering and
Germany			Development at Imergy Power
				Systems Inc.
PAUL J. McGUIGAN	Dec 31, 2020	4,000,000	Professional consulting geologist
Chief Executive Officer			with 49 years experience in
British Columbia, Canada			exploration and mining geology;
				Managing Director of Cambria
GILLES DUPUIS			Geosciences Inc. since 2005.
July 28, 2022	1,398,000	Professional Engineer with 52 years
Director			of experience dealing with
Chief Operating Officer			engineering projects in Canada and
Quebec, Canada			abroad. Currently president of his
				own engineering consulting firm.
(1)	Member of Audit Committee.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as described below, none of the proposed directors is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that

1. was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively, an "Order"), when such Order was issued while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company; or
2. was subject to an Order that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company.

The Company, and therefore all of Officers and Directors in office at the time, were subject to a cease trade order issued by the British Columbia Securities Commission (BCSC) on March 8, 2021 for failure to file the required financial statements (FFCTO). The order was revoked December 23, 2021. The Company was also subject to a cease trade order issued by the BCSC on June 11, 2018 for not filing a technical report completed in accordance with National Instrument 43-101. Such order was revoked December 8, 2018.

Stephen Pearce is a director of Flying A Petroleum which is subject to a cease trade order from the BCSC on January 2, 2015 for failure to file the required financial statements. The order is still in effect. Previously, Flying A Petroleum was subject to cease trade orders October 2, 2012 to October 3, 2021, and July 31, 2021 to September 14, 2012.

No proposed director is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director or executive officer of any company (including the Corporation) 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, within the ten years preceding the date of 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 that person.

Except as described below, no proposed director 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 October 29, 2019, the BCSC granted a management cease trade order to Wildflower Brands Inc. whereby Stephen Pearce, as Chief Financial Officer, could not trade in the securities of Wildflower Brands until such time as that company filed its annual financial statements. A revocation order was issued on December 23, 2019.

On October 29, 2020, the BCSC granted a management cease trade order to Wildflower Brands Inc. whereby Stephen Pearce, as Chief Financial Officer, could not trade in the securities of Wildflower Brands until such time as that company filed its annual financial statements. . On February 3, 2021 a cease trade order was issued against the company for not filing its audited financial statements. The issue was that the Company's auditor, Charlton & Company ("Charlton"), was audited by the Chartered Professional Accountants of British Columbia ("CPAB"), the governing body of auditors in British Columbia. In auditing Charlton & Company,

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the Wildflower audit file for 2019 was chosen. This began in March 2020, and the Company assisted Charlton with remediation work throughout the year. As the process was prolonged, the Company retained another national auditing firm to advise the Company and assist Charlton with its own audit. The Company was advised that there was nothing it could do as Charlton was the one being audited. However, this prevented the Company from doing its 2020 audit. The Company was advised the issue was the cash sales in California, representing less than 15% of the Company's business, and providing sufficient audit evidence to meet CPAB's standards as the company had no banking available due to banking regulations in the sector. Despite no evidence or allegation of fraud, Charlton concluded their audit was not complete and must be qualified. Without an unqualified audit report for 2019, the 2020 audit cannot be completed. Management is working with another auditing firm, its legal advisors and in discussions with the British Columbia Securities Commission on how the Company will move forward.

EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

1. "Chief Executive Officer" or "CEO" means an individual who acted as chief executive officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;
2. "Chief Financial Officer" or "CFO" means an individual who acted as chief financial officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;
3. "Named Executive Officer" or "NEO" means each of the following individuals:
4. 1. a CEO;
   2. a CFO;
   3. each of the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
   4. each individual who would be an NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

Named Executive Officers

During the fiscal year ended October 31, 2023, the Issuer had three (3) Named Executive Officers, namely:

1. W. Adrien Bakker, Chief Executive Officer of the Issuer until March 11, 2022.
2. Paul McGuigan, Chief Executive Officer of the Issuer, appointed March 11, 2022.
3. Stephen Pearce, Chief Financial Officer and Corporate Secretary of the Issuer since August 30, 2013, Chief Financial Officer until March 15, 2023.
4. James Ross, Interim Chief Financial Officer of the Issuer since March 15, 2023, until January 29, 2024.
5. Tony Giuliano, Chief Financial Officer of the Issuer since January 29, 2024.

Compensation Discussion and Analysis

In determining executive compensation, the Corporation has relied solely on Board of Directors discussion without any formal objectives, criteria and analysis. The Board of Directors on October 25, 2022 established a Governance and Compensation Committee to recommend the compensation for the Corporation's directors and executive officers. The Board of Directors has not retained any compensation consultant since the

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completion of its last financial year to assist the Board of Directors in determining compensation for any of the Corporation's directors or executive officers.

The Corporation's executive compensation program is comprised of base salary, annual cash bonuses, indirect compensation (benefits) and long-term incentives in the form of stock options. The Corporation's executive compensation practices are designed to attract and retain talented personnel capable of achieving the Corporation's objectives. The Corporation also utilizes compensation programs to motivate and reward the Corporation's executives for the ultimate achievement of the Corporation's goals. The Corporation makes use of complementary short-term and long-term incentive programs intended to provide fair, competitive and motivational rewards in the short-term while ensuring that executive's long-term objectives remain aligned with those of the shareholders.

The base salaries for all executives are paid within salary ranges established by the Board of Directors for each position based on scope and level of responsibility. Individual salaries within the range are determined by that executive's competence, skill level, and experience and market influences. Annual cash bonuses may be given based on subjective criteria, including the Corporation's ability to pay such bonuses, individual performance, the executive's contributions to achieving the Corporation's objectives, and other competitive considerations.

Neither the Board of Directors, nor any committee of the Board of Directors, has considered the implications of the risks associated with the Corporation's compensation policies and practices.

No NEO or director of the Corporation is permitted to purchase financial instruments, including 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.

Option-Based Awards

Stock options are granted pursuant to the Corporation's Stock Option Plan (the "Plan") to provide an incentive to the directors, officers, employees and consultants of the Corporation to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Previous grants of incentive stock options are taken into account when considering new grants.

Implementation of any new incentive stock option plan and amendments to the existing stock option plan are the responsibility of the Corporation's Board of Directors.