Origen Resources : MDA_September,2023

ORIGEN RESOURCES INC.

2023 ANNUAL GENERAL MEETING

Notice of Annual General Meeting of Shareholders

and

Management Information Circular

Place:	Suite 488 - 625 Howe Street
	Vancouver, BC, V6C 2T6, Canada
Time:	11:00 am (Pacific Time)
Date:	November 29, 2023

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ORIGEN RESOURCES INC.

CORPORATE DATA

Head Office

488 - 625 Howe Street Vancouver, British Columbia V6C 2T6, Canada Telephone: [phone] www.origenresources.com

Directors:

Gary Schellenberg

Geoff Schellenberg

Garry Stock

Thomas Hawkins

Jason Cubitt

Registered and Records Office

Bentall 5, 550 Burrard Street, Suite 2501

Vancouver, British Columbia

V6C 2B5, Canada

Telephone: [phone]

Facsimile: 236.317.5892

Officers:

Gary Schellenberg - Chief Executive Officer Natasha Tsai - Chief Financial Officer Geoff Schellenberg - Corporate Secretary Rodney Stevens - VP of Corporate Development

Registrar & Transfer Agent

Olympia Trust Company

Suite 1900, 925 West Georgia Street

Vancouver, British Columbia

V6C 3L2, Canada

Legal Counsel

Cozen O'Connor LLP

Bentall 5, 550 Burrard Street, Suite 2501

Vancouver, British Columbia

V6C 2B5, Canada

Telephone: [phone]

Facsimile: 236.317.5892

Auditor

Davidson & Company LLP

P.O. Box 10372, Pacific Centre

1200 - 609 Granville Street

Vancouver, British Columbia

V7Y 1G6, Canada

Stock Exchange Listing

Canadian Securities Exchange - CSE: ORGN

Frankfurt Stock Exchange - FSE: 4VXA

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ORIGEN RESOURCES INC.

Suite 488 - 625 Howe Street

Vancouver, British Columbia, V6C 2T6, Canada

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of ORIGEN RESOURCES Inc. (the "Company") will be held on Wednesday November 29, 2023, at Suite 488 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada, at 11:00 am (Pacific Time) for the following purposes:

1. To receive the audited annual consolidated financial statements of the Company for its financial years ended March 31, 2022, and March 31, 2023, together with the Auditor's report thereon;
2. To determine the number of directors of the Company at five (5);
3. To elect the directors of the Company for the coming year;
4. To appoint Davidson & Company LLP, as the Company's auditor for the ensuing financial year and to authorize the directors to set the auditor's remuneration;
5. To consider, and if thought fit, to ratify and approve, with or without amendment, an ordinary resolution of shareholders providing for the approval of the Company's Incentive Stock Option Plan (the "Stock Option Plan") wherein the Company will allocate and reserve up to 10% of its issued common shares from time to time for the purpose of granting options under the Stock Option Plan. The full text of the resolution, is set forth in the Information Circular accompanying this Notice; and
6. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

This Notice is accompanied by an Information Circular (the "Circular"), either a form of Proxy for registered shareholders or a Voting Instruction Form ("VIF") for beneficial (non-registered) shareholders and Financial Statement Request Form. Please review the accompanying Circular before voting as it contains important information about the Meeting and is deemed to form part of this Notice.

The Company's Board of Directors has fixed the close of business on October 25, 2023, as the record date for the determination of shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only shareholders of the Company as of October 25, 2023, are entitled to receive notice of and to vote at the Meeting, and any adjournment or postponement.

If you are a registered shareholder of the Company, you may attend the Meeting in person or be represented by proxy. Shareholders of the Company who are unable to attend the meeting in person are requested to complete, sign and date the enclosed Proxy/Voting Instruction Form and to mail it to or deposit it with, Olympia Trust Company, PO Box 128, STN M, Calgary, AB T2P 2H6 Attention Proxy Dept by mail or fax to 1(403) 668-8307 or toll free number indicated on the proxy form (in Canada and United States) or go to the website indicated on the proxy form and follow the instructions on the form. Telephone and Internet voting can also be completed 24 hours a day, 7 days a week by following the instructions in the accompanying Proxy/Voting Instruction Form. Duly completed forms of Proxy must be received or vote using the telephone or over the internet must be completed no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, being 11:00 a.m.

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(Pacific Time) on November 27, 2023, or any adjournments or postponements thereof, unless the chairman of the Meeting chooses to exercise his discretion to accept late proxies.

If you are a non-registeredshareholder of the Company, you should complete and return the VIF or other authorization provided to you by your broker, investment dealer, trust company or other intermediary in accordance with the instructions provided. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to have your Shares voted at the Meeting.

If you do not vote, or do not instruct your broker, investment dealer, bank, trust company or other intermediary how to vote, you will not be considered to be represented by proxy for the purpose of voting. Shares represented by a properly executed proxy will be voted on any ballot that may be conducted at the Meeting in accordance with your instructions and, if you specify a choice with respect to any matter to be acted upon, your Shares shall be voted accordingly. In the absence of instructions your Shares will be voted FOR each of the matters referred to in the proxy.

DATED the 25th day of October 2023.

By Order of the Board of Directors of

ORIGEN RESOURCES INC.

"Gary Schellenberg"

Gary Schellenberg

Chief Executive Officer & Director

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ORIGEN RESOURCESINC.

Suite 488 - 625 Howe Street

Vancouver, British Columbia, V6C 2T6, Canada

INFORMATION CIRCULAR

(containing information as at October 25, 2023 unless indicated otherwise)

MANAGEMENT SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies by the management of ORIGEN RESOURCES INC. ("Origen" or the "Company") for use at the Annual General Meeting (the "Meeting"), of the shareholders (the "Shareholders") of the Company, to be held on Wednesday, November 29, 2023, at Suite 488 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada, at 11:00 am (Pacific Time) and any adjournments thereof for the purpose set forth in the enclosed Notice of Annual General Meeting (the "Notice of Meeting").

The solicitation will be made primarily by mail, however, proxies may be solicited personally or by telephone, or electronic means of communication by the directors, officers, and employees of the Company. The Company will bear all costs of such solicitation.

APPOINTMENT OF PROXYHOLDER AND VOTING BY PROXY

A registered Shareholder may vote in person at the Meeting or may appoint another person to represent you as a proxyholder to vote your shares at the Meeting.

The persons named in the accompanying form of proxy (the "Proxy") are directors or officers of the Company, (the "Management Proxyholders"). A Shareholder has the right to appoint a person or company (who need not be a shareholder) other than Management Proxyholders to attend and act for the Shareholder and on the Shareholder's behalf at the Meeting. To exercise this right, a Shareholder must strike out the names of the Management Proxyholders and insert the name of the person or company in the blank space provided in the Proxy, or by executing a proxy in a form similar to the enclosed form. To be valid, the completed form of Proxy must be delivered to the Company's Registrar and Transfer Agent, Olympia Trust Company ("Olympia"), PO Box 128, STN M, Calgary, AB T2P 2H6 Attention Proxy Dept by mail or fax to 1(403) 668-8307or toll free number indicated on the proxy form (in Canada and United States) or go to the website indicated on the proxy form and follow the instructions on the form. Telephone and Internet voting can also be completed by Shareholders 24 hours a day, 7 days a week by going to the website indicated on the proxy form and follow the instructions on the form. Duly completed forms of Proxy or a vote using the telephone or over the internet must be completed no later than 48 hours (excluding Saturdays, Sundays, and Holidays) before the time of the Meeting or adjournment thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies subsequently received. If a Shareholder is a corporation, the proxy must be signed by a duly authorized officer of or attorney for the corporation. A proxyholder need not be a Shareholder.

If you are a Beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the Voting Instruction Form in accordance with the instructions provided by your broker or other intermediary.

EXERCISE OF DISCRETION BY PROXYHOLDERS

A Shareholder may indicate the manner in which the persons named in the accompanying form of Proxy are to vote with respect to a matter to be acted upon at the Meeting. If the Shareholder specifies a

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choice in the Proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the Proxy with respect to a matter to be acted upon, the Proxy confers discretionary authority with respect to that matter upon the proxyholder named in the accompanying form of Proxy. It is intended that the Management Proxyholders in the accompanying form of Proxy will vote the shares represented by the Proxy in favor of each matter proposed by management at the Meeting.

The accompanying form of Proxy, when properly completed and delivered and not revoked, gives discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting.

As of the date of this Information Circular, management of the Company is not aware of any such amendments or variations, or any other matters, that will be presented for action at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying form of Proxy intend to vote on them in accordance with their best judgment. In order to approve a motion proposed at a Meeting, a majority greater than one-half of the votes cast will be required unless the motion requires a special resolution, in which case a majority of not less than two-thirds of the votes cast will be required. In the event that a motion proposed at the Meeting requires disinterested shareholder approval, common shares held by a Shareholder of the Company who is a "related person" of the Company, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

REVOCATION OF PROXIES

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must signed by a duly authorized officer (and you may be required to provide documentation evidencing your power to act on behalf of the corporation) and deposited with the Company's registrar and transfer agent, Olympia Trust Company, PO Box 128, STN M, Calgary, AB T2P 2H6 Attention Proxy Dept by mail or fax to 1(403) 668-8307 or toll free number indicated on the proxy form (in Canada and United States), or go to the website indicated on the proxy form and follow the instructions on the form, at any time up to and including the second last business day preceding the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING BY NON-REGISTERED SHAREHOLDERS (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 securities of the Company in their own name.

Shareholders who hold their securities through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their securities in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who appear on the records maintained by Computershare, the Company's registrar and transfer agent, as registered holders of voting securities will be recognized and acted upon at the Meeting. If voting securities are listed in an account statement provided to a Beneficial Shareholder by a broker, those voting securities will, in all likelihood, not be registered in the Shareholder's name. Such voting securities more likely will be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name of the Canadian Depositary for Securities which acts as nominee for many Canadian brokerage firms). Voting securities held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted

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(for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients.

Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person.

In accordance with National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy/Voting Instruction Form to the clearing agencies and intermediaries for onward distribution to Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings unless the Beneficial Shareholder has waived the right to receive meeting materials. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their voting securities are voted at the Meeting. The purpose of the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker), is limited to instructing the Registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada ("Broadridge"). Broadridge typically prepares a machine-readablevoting instruction form, mails such forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge by way of the Internet or telephone or other voting procedures. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote their securities directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of securities must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the securities voted. If you have any questions respecting the voting of securities held through a broker or other intermediary, please contact that broker or other intermediary promptly for assistance. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting securities registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the securities in that capacity. Beneficial Shareholders 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.

RECORD DATE AND QUORUM

The Company has set the close of business on October 25, 2023, as the record date (the "Record Date") for the Meeting. Only the common shareholders as at the Record Date are entitled to receive notice of and to vote at the Meeting. Under the Articles of the Company, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at the Meeting is two or more persons, present in person or by proxy.

The directors, the president, if any, the secretary, if any, and any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, but if any of those persons do attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting. For the purpose of this paragraph, "person" includes each person: (a) who has been a director or executive officer of the Company at any time since the commencement of the Company's last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or

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affiliate of a person included in subparagraphs (a) or (b), except that directors and executive officers of the Company and persons proposed as nominees for election as directors of the Company are eligible to receive stock options pursuant to the Stock Option Plan, approval of which will be sought at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value. As of the Record Date, being the close of business on October 25, 2023, a total of 44,452,654common shares were issued and outstanding. The holders of common shares are entitled to one vote for each common share held.

The issued and outstanding common shares are listed for trading on the Canadian Securities Exchange under the trading symbol 'ORGN'.

To the knowledge of the directors and executive officers of the Company, and based upon the Company's review of the records maintained by Olympia, the following shareholders and persons are the only persons that beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company:

Name of Shareholder	Number of Shares	Percentage of Issued
	beneficially held	voting shares (1)
CDS & Co.	36,848,485	82.89%

Notes:

1. On the basis of 44,452,654 shares outstanding on the record date.
   EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

The following persons are considered the "Named Executive Officers" or "NEOs" for the purposes of the disclosure:

1. the Company's CEO, including an individual performing functions similar to a CEO;
2. the Company's CFO, including an individual performing functions similar to a CFO;
3. the most highly compensated executive officer of the Company and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation - Venture Issuers, for the March 31, 2023 year end; and
4. each individual who would be a Named Executive Officer under paragraph (c) but for the fact the individual was not an executive officer of the Company and was not acting in a similar capacity at March 31, 2023.

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Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or any subsidiary of the Company to each Named Executive Officer and director of the Company during the Company's financial years ended March 31, 2023 and March 31, 2022.

Table of compensation excluding compensation securities

Name and position

Year

Salary,

Bonus

Committee

Value of

Value of all

Total

ended

consulting

($)

or meeting

perquisites(2)

other

compensation

March

fee,

fees(1)

($)

compensati

($)

31

retainer or

($)

on

commissio

($)

n

($)

Gary Schellenberg (3)

2023

102,000

Nil

N/A

Nil

1,060,079

1,162,025

CEO and Director

2022

102,000

90,000

N/A

Nil

495,025

687,025

Blake Morgan (4)

2023

75,000

Nil

N/A

Nil

Nil

75,000

Former President and

Former Director

2022

90,000

80,000

N/A

Nil

Nil

170,000

Geoff Schellenberg (5)

2023

72,000

Nil

N/A

Nil

Nil

72,000

Director and

Corporate Secretary

2022

72,000

30,000

N/A

Nil

Nil

102,000

Garry Stock

2023

Nil

Nil

N/A

Nil

Nil

Nil

Director

2022

Nil

Nil

N/A

Nil

Nil

Nil

Dr. Thomas Hawkins (6)

2023

Nil

Nil

N/A

Nil

Nil

Nil

Director

2023

Nil

Nil

N/A

Nil

Nil

Nil

Natasha Tsai (7)

2023

37,731

Nil

N/A

Nil

Nil

37,731

CFO

2022

20,276

Nil

N/A

Nil

Nil

20,276

Notes:

1. As of the year ended March 31, 2023, there was no standard meeting fee or committee fee for attendance at directors' meetings or serving on committees, although certain directors received compensation in their capacity as directors of the Company.
2. The value of perquisites and benefits, if any, was less than $15,000.
3. Gary Schellenberg's management consulting agreement provides for a fee of $90,000 per year which was paid to a company controlled by him; and $12,000 was paid for professional fees to a company controlled by Mr. Schellenberg. In addition, exploration costs of $1,060,079 that were capitalized as exploration and evaluation assets and paid or accrued rent of $21,600 was paid to a company controlled by Mr. Gary Schellenberg.
4. Blake Morgan, in his capacity of a former director and former President, was paid management fees of $75,000 to a company controlled by Mr. Morgan. Blake Morgan resigned from his roles as a director and officer the company on February 14, 2023.
5. Geoff Schellenberg accrued and was paid $72,000 to a company controlled by Mr. Geoff Schellenberg.

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1. Dr. Thomas Hawkins became a director of the on February 14, 2023, so the information for the financial year ended March 31, 2023, is for less than a full financial year.
2. Ms. Natasha Tsai is a shareholder of Malaspina Consultants Inc., which provides accounting services to the Company. The Company accrued or paid to Malaspina Consultants Inc. $37,731 for the year ended March 31, 2023. Malaspina Consultants Inc. is a private company that provides outsourced accounting services to junior public companies.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and Named Executive Officer during the most recently completed financial year ended March 31, 2023, for services provided or to be provided, directly or indirectly, to the Company or its subsidiary. The notes to the table disclose stock options held as at the financial year ended March 31, 2023.

Compensation Securities

Name and

Type of

Number of

Date of issue

Issue,

Closing

Closing

Expiry date

position

compensati

compensation

or grant

conversion

price of

price of

on security

securities,

or exercise

security or

security or

number of

price

underlying

underlying

underlying

($)

security on

security at

securities, and

date of

year end

percentage of

grant

($)

class (1)

($)

Gary

Schellenberg

Stock

Nil

N/A

N/A

N/A

N/A

N/A

CEO and

Options(2)

Director

Blake Morgan

Stock

N/A

N/A

Former

Nil

N/A

N/A

N/A

President and

Options(3)

Former Director

Geoff

Schellenberg

Stock

Director and

Nil

N/A

N/A

N/A

N/A

N/A

Corporate

Options(4)

Secretary

Garry Stock

Stock

Director

Nil

N/A

N/A

N/A

N/A

N/A

Options(5)

Dr. Thomas

150,000

February 14,

Hawkins

Stock

(4.55% of

$0.24

$0.24

$0.35

February 14,

Director

Options

outstanding

2023

2028

options)

Natasha Tsai

Stock

CFO

Nil

N/A

N/A

N/A

N/A

N/A

Options(6)

Notes:

1. All of these stock options were fully vested after the requisite four-month plus one day hold. One common share is issuable on the exercise of each stock option. As at March 31, 2023, there were 3,300,000 stock options issued and outstanding.
2. At March 31, 2023, Gary Schellenberg held 275,000 stock options exercisable at $0.15 until June 1, 2025; . 250,000 stock options exercisable at $0.23 until January 21, 2026.
3. At March 31, 2023, Blake Morgan held 250,000 stock options exercisable at $0.23 until January 21, 2026, which were all exercised subsequent to the year end on May 14, 2023.
4. At March 31, 2023, Goeff Schellenberg held 325,000 stock options exercisable at $0.15 until June 1, 2025.
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