Teras Resources : Information Circular

TERAS RESOURCES INC.

ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON OCTOBER 29, 2021

NOTICE OF MEETING

AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF TERAS RESOURCES INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF TERAS RESOURCES INC. TO BE HELD ON FRIDAY, OCTOBER 29, 2021.

COVID-19NOTICE: IN LIGHT OF THE PUBLIC HEALTH EMERGENCY ASSOCIATED WITH THE COVID-19 PANDEMIC, THE CORPORATION IS REQUESTING ALL SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY E- MAIL SCAN OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON. THE CORPORATION MAY LIMIT ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ALBERTA OR OTHERS, IF ANY, AT THE TIME OF THE MEETING.See the COVID-19 Notice in the Notice of Meeting and Management Information Circular.

TO BE HELD AT:

The Offices of DLA Piper (Canada) LLP

10th Floor, Livingston Place, West Tower

250 - 2nd Street SW Calgary, Alberta

At 9:30 a.m.

Dated: September 14, 2021

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TERAS RESOURCES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the "Meeting") of holders of common shares ("Common Shares") of TERAS RESOURCES INC. (the "Corporation") will be held at the offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 - 2nd Street SW, Calgary, AB T2P 0C1, on Friday, October 29,

2021 at 9:30 a.m. for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial year ended May 31, 2020, and the report of the auditor thereon, as well as the unaudited financial statements of the Corporation for the interim period ended February 28, 2021;
2. to fix the number of directors of the Corporation to be elected at the Meeting at five (5);
3. to elect the Board of Directors of the Corporation for the ensuing year;
4. to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of
   Directors to set the auditor's remuneration;
5. to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting, relating to the re-approval of the stock option plan of the Corporation; and
6. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 14th day of September, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

signed "Joseph Carrabba"

Joseph Carrabba

President and Chief Executive Officer

NOTE:

COVID-19NOTICE: Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Alberta and others, if any, and taking into account the health and safety of our employees, shareholders, service providers and other stakeholders, THE CORPORATION IS REQUESTING ALL

SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY E-MAIL SCAN OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON TO VOTE. Restrictions with regard to the Meeting may be implemented by the Corporation as required in accordance with applicable laws, to comply with public health restrictions and to ensure the health and safety of our employees, shareholders, service providers and other stakeholders. At the Meeting, the Corporation may adopt screening or other measures for identifying COVID-19symptoms or risk factors as may be recommended or required by applicable health authorities, or the Corporation may require proof of vaccination in order to attend the Meeting. These measures may include requiring registered shareholders or duly appointed proxy holders

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still wishing to attend the Meeting in person to sign a representation letter at the Meeting that they are not a confirmed case of COVID-19 or a close contact of a confirmed case of COVID-19, they are not experiencing cold or flu-like systems, including fever, cough, difficulty breathing, muscle aches, fatigue, headache, sore throat or runny nose, that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date, and/or that they are fully vaccinated. The Corporation reserves the right to refuse admission to a shareholder or proxyholder seeking to attend the Meeting if the Corporation believes the shareholder or proxyholder poses a health risk to attendees at the Meeting or that admission to the Meeting would otherwise breach public health restrictions. THE CORPORATION MAY LIMIT

ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ALBERTA AND OTHERS, IF ANY, AT THE TIME OF THE MEETING. In addition, any attendees may be required to wear face masks and practice social distancing at the Meeting.

In light of the public health restrictions, the Corporation will notbe providing a corporate presentation or question and answer session at the Meeting.

As the COVID-19 outbreak continues to be a rapidly evolving situation, and in light of changing public health restrictions and recommendations related to COVID-19, there may be changes to the date, time or location of the Meeting, or the Corporation may adjourn or postpone the Meeting. The Corporation will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting. Any such changes will be communicated by news release which will be made available under the Corporation's profile on SEDAR at www.sedar.com.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

All proxies, to be valid, must be received by AST Trust Company (Canada), Proxy Dept., P.O. Box 721 Agincourt, ON M1S 0A1 or by email to [e-mail], or by facsimile to 416-368-2502 (Toll Free:1-866-781-3111 Canada & US Only), at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

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TERAS RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("MANAGEMENT INFORMATION CIRCULAR") IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF TERAS RESOURCES INC. (THE "CORPORATION") of proxies from the holders of common shares (the "Common Shares") for the annual general and special meeting of the shareholders of the Corporation (the "Meeting") to be held on Friday, October 29, 2021 at 9:30 a.m. at the offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 - 2nd Street SW, Calgary, AB T2P 0C1, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting ("Notice of Meeting").

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

COVID-19 NOTICE

COVID-19NOTICE: Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Alberta and others, if any, and taking into account the health and safety of our employees, shareholders, service providers and other stakeholders, THE CORPORATION IS REQUESTING ALL

SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY E-MAIL SCAN OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON TO VOTE. Restrictions with regard to the Meeting may be implemented by the Corporation as required in accordance with applicable laws, to comply with public health restrictions and to ensure the health and safety of our employees, shareholders, service providers and other stakeholders. At the Meeting, the Corporation may adopt screening or other measures for identifying COVID-19symptoms or risk factors as may be recommended or required by applicable health authorities, or the Corporation may require proof of vaccination in order to attend the Meeting. These measures may include requiring registered shareholders or duly appointed proxy holders still wishing to attend the Meeting in person to sign a representation letter at the Meeting that they are not a confirmed case of COVID-19or a close contact of a confirmed case of COVID-19,they are not experiencing cold or flu-likesystems, including fever, cough, difficulty breathing, muscle aches, fatigue, headache, sore throat or runny nose, that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date, and/or that they are fully vaccinated. The Corporation reserves the right to refuse admission to a shareholder or proxyholder seeking to attend the Meeting if the Corporation believes the shareholder or proxyholder poses a health risk to attendees at the Meeting or that admission to the Meeting would otherwise breach public health restrictions. THE CORPORATION MAY LIMIT

ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ALBERTA AND OTHERS, IF ANY, AT THE TIME OF THE MEETING. In addition, any attendees may be required to wear face masks and practice social distancing at the Meeting.

In light of the public health restrictions, the Corporation will notbe providing a corporate presentation or question and answer session at the Meeting.

As the COVID-19 outbreak continues to be a rapidly evolving situation, and in light of changing public health restrictions and recommendations related to COVID-19, there may be changes to the

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date, time or location of the Meeting, or the Corporation may adjourn or postpone the Meeting. The Corporation will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting. Any such changes will be communicated by news release which will be made available under the Corporation's profile on SEDAR at www.sedar.com.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

NOTICE AND ACCESS

The Corporation has elected to use the notice-and-access provisions ("Notice-and-AccessProvisions") provided for under NI 54-101 for the Meeting in respect of mailings to beneficial holders of Common Shares (i.e., a shareholder who holds their Common Shares in the name of a broker or an agent) and in respect of mailings to registered holders of Common Shares (i.e., a shareholder whose name appears on our records as a holder of Common Shares). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that are mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Corporation will not use procedures known as 'stratification' in relation to the use of the Notice-and- Access Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. In relation to the Meeting, all shareholders will receive notice containing information prescribed by the Notice-and-Access Provisions and a form of proxy or voting instruction form, as applicable.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of Common Shares directly with the assistance of Broadridge Financial Solutions, Inc. ("Broadridge"). The Corporation does not intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of Common Shares and therefore objecting beneficial owners will not receive the Management Information Circular, a form of proxy and the financial information in respect of our most recently completed financial year (the "Meeting Materials") unless their intermediary assumes the costs of delivery.

The Meeting Materials will be available electronically at www.teras.ca/investors/as of September 24, 2021, and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available on the Canadian Securities Administrators System for Electronic Document Analysis and Retrieval website ("SEDAR") at www.sedar.com.

Shareholders who wish to receive paper copies of the Meeting Materials may request copies from AST Trust Company (Canada) by calling toll-free at 1-888-433-6443 or 416-682-3801 (outside of Canada and the U.S.) or by sending an email to [e-mail]. Meeting Materials will be sent to such shareholders and to shareholders requesting paper copies of the Meeting Materials by any other means at no cost to them, within three (3) business days of the Corporation receiving their request, if such requests are made before the date of the Meeting, including any adjournment thereof, and within 10 calendar days of the Corporation receiving their request, if such requests are made on or after the date of the Meeting and within one (1) calendar year of the Meeting Materials being filed online.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the "Management Designees") in the enclosed instrument of proxy ("Instrument of Proxy") have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the

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