Regulus Resources : 2023 AGM Combined Notice and Information Circular

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

REGULUS RESOURCES INC.

TO BE HELD ON MARCH 21, 2023

DATED AS OF FEBRUARY 13, 2023

REGULUS RESOURCES INC.

Notice of Annual General and Special Meeting of Shareholders

TO: THE SHAREHOLDERS OF REGULUS RESOURCES INC.

TAKE NOTICE that the annual general and special meeting (the "Meeting") of the shareholders of Regulus Resources Inc. (the "Corporation") will be held at the offices of Dentons Canada LLP, 15th Floor Bankers Court, 850 - 2nd Street S.W., Calgary, Alberta T2P 0R8 on the 21st day of March, 2023 at 11:30 a.m. (Calgary time) for the following purposes:

1. to receive and consider the financial statements of the Corporation for the years ended September 30, 2022 and September 30, 2021, and the applicable auditors' reports thereon;
2. to fix the number of directors to be elected at the Meeting at six (6) members;
3. to consider and, if thought appropriate, to pass an ordinary resolution electing six (6) directors of the Corporation;
4. to consider and, if thought appropriate, to pass an ordinary resolution appointing the auditors of the Corporation and authorizing the directors to fix their remuneration as such;
5. to consider and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation's share option plan, all as more particularly described in the accompanying Information Circular - Proxy Statement of the Corporation dated February 13, 2023 (the "Information Circular - Proxy Statement"); and
6. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular - Proxy Statement which accompanies and forms part of this Notice.

Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed instrument of proxy (the "Instrument of Proxy") and to mail it to or deposit it with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, by facsimile to

1. 249-7775(toll free), by internet at www.investorvote.com or by telephone by calling [phone] (toll free). In order to be valid and acted upon at the Meeting, forms of proxy must be received at the aforesaid address or fax not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's risk.

The conference number below has been provided to enable Shareholders to participate in a voice only conference call for the Meeting:

Dial-intoll-free: [phone]

International Dial-in Number (toll): [phone]

Meeting Link:http://dentons.zoom.us/j/91780237384?pwd=ZS9vM1JPVFpzTndweVU3TW9ZSXQrUT09

Meeting ID: 917 8023 7384

Participant Code: 995622

The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business February 13, 2023 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he or she owns such shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

ii

In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a shareholder of the Corporation should be delivered by facsimile to Computershare Trust Company of Canada at (866) 249- 7775 (toll free).

DATED this February 13, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "John E. Black"

John E. Black

Chief Executive Officer

REGULUS RESOURCES INC.

INFORMATION CIRCULAR - PROXY STATEMENT

for the Annual General and Special Meeting of Shareholders

to be held on March 21, 2023

SOLICITATION OF PROXIES

This Information Circular - Proxy Statement (the "Information Circular - Proxy Statement") is furnished in connection with the solicitation of proxies by the management of Regulus Resources Inc. (the "Corporation" or "Regulus") for use at the Annual General and Special Meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of the Corporation to be held on the 21st day of March, 2023 at 11:30 a.m. (Calgary time) at the offices of Dentons Canada LLP, 15th Floor Bankers Court, 850 - 2nd Street S.W., Calgary, Alberta, and at any adjournment thereof, for the purposes set forth in the Notice of Annual General and Special Meeting of Shareholders.

The board of directors of the Corporation (the "Board") has fixed the record date for the Meeting at the close of business on February 13, 2023 (the "Record Date"). Shareholders of the Corporation of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he or she owns such shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

Unless otherwise stated, the information contained in this Information Circular - Proxy Statement is given as at February 13, 2023.

APPOINTMENT OF PROXYHOLDER

Shareholders may wish to vote by proxy whether or not the Shareholders are able to attend the Meeting in person.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The persons named in the enclosed Instrument of Proxy are a director and officer of the Corporation or legal counsel of the Corporation. Each Shareholder has the right to appoint a proxyholder other than the persons designated, who need not be a Shareholder, to attend and to act for the Shareholder at the Meeting. To exercise such right, the names of the nominees of management of the Corporation should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided in the Instrument of Proxy or by completing and delivering another suitable form of proxy.

Shareholders may submit the Instrument of Proxy by:

1. Completing, dating and signing the Instrument of Proxy or some other suitable form of proxy and returning it to the Corporation's transfer agent, Computershare Trust Company of Canada ("Computershare"), by mail or by hand to Computershare Trust Company Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or by facsimile [phone] (toll free);
2. Using the internet through the website of Computershare at www.investorvote.com. The Shareholder must follow the instructions that appear on the screen and refer to the instructions on the Instrument of Proxy for the holder's account number and the proxy access number; or
3. Telephoning [phone] (toll free) or a telephone number given on the Instrument of Proxy to transmit voting choices. The Shareholder must follow the instructions of the voice response system and refer to the instructions on the Instrument of Proxy for the toll free number, the holder's account number and the proxy access number.