Bluestone Resources : Notice of Meeting and Management Information Circular

Bluestone Resources Inc.

2000 - 885 West Georgia Street Vancouver, British Columbia V6C 3E8

Phone: [phone]

Fax: [phone]

Management Information Circular

Dated this 6th day of April 2022

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Who We Are

Bluestone Resources is a mineral exploration and development company that is focused on advancing its 100%-owned Cerro Blanco Gold and Mita Geothermal projects located in Guatemala. For further details on the Cerro Blanco Gold project economics, please refer to the Company's Cerro Blanco Feasibility Study which is available atwww.sedar.com.The Company trades under the symbol "BSR" on the TSX Venture Exchange and "BBSRF" on the OTCQB.

Table of Contents

Who We Are ...................................................................................................................................... ii

Table of Contents ............................................................................................................................... ii

Notice of Annual General Meeting of Shareholders ............................................................................ iii

General Information .......................................................................................................................... 1

Voting Information ............................................................................................................................ 2

Business of the Meeting ..................................................................................................................... 5

Corporate Governance Practices ....................................................................................................... 11

Compensation Discussion and Analysis ............................................................................................. 16

Audit Committee ............................................................................................................................. 28

Interest of Informed Persons in Material Transactions ...................................................................... 30

Interest of Certain Persons in Matters to be Acted Upon ................................................................... 31

Other Matters .................................................................................................................................. 31

Additional Information ..................................................................................................................... 32

Schedule "A" - Board Charter ........................................................................................................... 33

Schedule "B" - Audit Committee Mandate ....................................................................................... 39

Schedule "C" - Amended Stock Option Plan ...................................................................................... 43

Schedule "D" - Stock Option Plan Blackline ...................................................................................... 60

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Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Bluestone Resources Inc. (the "Company" or "Bluestone") will be held at 9:00 a.m. (Pacific Time) on Wednesday, May 18, 2022, at Suite 2000, 885 West Georgia Street, Vancouver, British Columbia.

The purpose of the Meeting will be to:

• 1. receive and consider the audited annual consolidated financial statements of the Company for the fiscal period ended December 31, 2021, with the report of the auditors therein;

• 2. elect six directors and fix their terms of office;

• 3. appoint PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorize the directors to fix their remuneration;

• 4. consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to ratify, confirm, and approve the Company's amended Stock Option Plan as described in the Information Circular; and

5.

transact any other business as may properly come before the Meeting or any adjournments thereof.

You have the right to vote your shares if you were a Bluestone shareholder on April 6, 2022, the record date for the Meeting which was fixed by resolution of the Board of Directors of the Company.

Impact of COVID-19

The Company is carefully monitoring the public health recommendations and orders related to the COVID-19 pandemic and our first priority is the health and safety of our communities, shareholders, employees, and other stakeholders. To mitigate risk and to comply with all recommendations, orders, safety measures and protocols related to COVID-19, shareholders are encouraged to vote their proxy by mail, internet, or telephone and to listen to the live Meeting via conference call using the dial-in number below. Please see information in the Information Circular on how to vote. To be valid, your proxy must be received by Computershare, the Company's transfer agent, no later than 9:00 a.m. (Pacific Time) on May 16, 2022, or not later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays, and holidays). The Chair of the Meeting has the discretion to accept late proxies. The Company is providing the dial-in number to the Meeting so that shareholders or proxyholders can listen to the live Meeting. Shareholders listening to the live Meeting will only be entitled to vote by proxy and will only be counted in quorum if they send their proxies to the Company, as described above. The dial-in number for the live Meeting is an accommodation for shareholders and proxyholders who wish to hear the live Meeting without attending in person because of COVID-19.

If any shareholder does wish to attend the Meeting in person, please contact Penny Johnson [e-mail] in order for Bluestone to determine whether arrangements can be made that comply with all recommendations, regulations, and orders related to the COVID-19 pandemic in effect at the time of the Meeting. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough, or difficulty breathing will be permitted to attend the Meeting in person.

The Company may take additional precautionary measures in relation to the Meeting as necessary in response to further developments related to the COVID-19 pandemic and shall comply with all applicable

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health and safety recommendations, regulations, and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means.

Shareholders may use the following information to listen to the Meeting via conference call. Callers will be asked for their name upon dialing into the conference call and to identify whether they are a shareholder.

Dial-in Number: Access Code:

1-844-398-2986 909 679 349#

If you have any questions relating to the Meeting, please contact the Company by calling 604-757-5548 or by email [e-mail].

Dated at Vancouver, British Columbia this 6th day of April 2022.

BY ORDER OF THE BOARD OF DIRECTORS

"Jack Lundin"

Jack Lundin

Chief Executive Officer and Director

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Bluestone Resources Inc. (the "Company" or "Bluestone")

2000 - 885 West Georgia Street Vancouver, British Columbia V6C 3E8

MANAGEMENT INFORMATION CIRCULAR

General Information

Information contained in this Management Information Circular (the "Information Circular" or "Circular") is as of April 6, 2022 (the "Record Date") unless otherwise indicated. All dollar amounts referenced herein are in Canadian Dollars ("CAD"), unless otherwise specified. The exchange rate as at December 31, 2021 was CAD$1.00 = US$0.7888. This Information Circular has been approved by the board of directors of the Company (the "Board" or "Directors").

The Company is carefully monitoring the public health recommendations and orders related to the COVID-19 pandemic and our first priority is the health and safety of our communities, shareholders, employees and other stakeholders. To mitigate risk and to comply with all recommendations, orders, safety measures and protocols related to COVID-19, shareholders are encouraged to vote their proxy by mail, internet, or telephone and to listen to the live Meeting via conference call using the dial-in number below. Please see information in the Information Circular on how to vote. To be valid, your proxy must be received by Computershare, the Company's transfer agent, no later than 9:00 a.m. (Pacific Time) on May 16, 2022, or not later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays, and holidays). The Chair of the Meeting has the discretion to accept late proxies. The Company is providing the dial-in number to the Meeting so that shareholders or proxyholders can listen to the live Meeting. Shareholders listening to the live Meeting will only be entitled to vote by proxy and will only be counted in quorum if they send their proxies to the Company, as described above. The dial-in number for the live Meeting is an accommodation for shareholders and proxyholders who wish to hear the live Meeting without attending in person because of COVID-19. Shareholders (registered and non-registered) are reminded that there are a number of voting methods available to them in advance of the meeting which are outlined in the "Voting Information" section of this Circular.

All Meeting materials and voting instructions may also be found on the Company's SEDAR profile atwww.sedar.com,and on the Company's website:https://bluestoneresources.ca/investors/agm/.

If any shareholder does wish to attend the Meeting in person, please contact Penny Johnson [e-mail] order for Bluestone to determine whether arrangements can be made that comply with all recommendations, regulations, and orders related to the COVID-19 pandemic in effect at the time of the Meeting. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough, or difficulty breathing will be permitted to attend the Meeting in person. The Company may take additional precautionary measures in relation to the Meeting as necessary in response to further developments related to the COVID-19 pandemic and shall comply with all applicable health and safety recommendations, regulations, and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means.

Shareholders may use the following information to listen to the Meeting via conference call. Callers will be asked for their name upon dialing into the conference call and to identify whether they are a shareholder:

Dial-in Number: Access Code:

1-844-398-2986 909 679 349#

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