Tsodilo Resources : AGM Management Information Circular June 14, 2024

TSODILO RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

To Be Held On

Friday, June 14, 2024

IMPORTANT NOTICE FOR SHAREHOLDERS REGARDING THE PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JUNE 14, 2024

The Notice of Meeting, Proxy Statement and Annual Report are available at

http://www.tsodiloresources.com/i/pdf/2023AR.pdfand

http://www.tsodiloresources.com/i/pdf/2023NM_PV.pdf

TSODILO RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Meeting") of the shareholders of Tsodilo Resources Limited (the "Company") will be held at the The McLean Community Center, McLean Room, 1234 Ingleside Avenue, McLean, Virginia 22101 on Friday. the 14th day of June, 2024 at 9:00 a.m. (EDT), for the following purposes:

1. To receive and consider the consolidated financial statements of the Company for the period ended December 31, 2023 and the report of the auditors thereon;
2. To elect directors of the Company for the ensuing year;
3. To appoint McGovern Hurley LLP, Chartered Accountants, Vancouver, Canada, as auditors of the Company for the current year and to authorize the directors to fix their remuneration;
4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

This notice is accompanied by a form of proxy and a management information circular of the Company.

References in this Notice and in the accompanying Circular to the "Company" or "Tsodilo" shall include, where the context requires, Tsodilo Resources Limited together with its subsidiaries.

Shareholders are entitled to vote at the Meeting or any adjournment thereof either in person or by proxy. Those who are unable to attend the Meeting or any adjournment thereof in person are requested to complete, sign and return the enclosed form of proxy to the Company's transfer agent at the address indicated on the enclosed envelope. To be valid, proxies must be deposited with the Company's transfer agent not later than the close of business two business days (June 12, 2024) preceding the day of the Meeting or any adjournment thereof. A completed form of proxy may also be deposited with the Chairman of the Meeting immediately prior to the commencement of the Meeting or any adjournment thereof.

Dated this 6th day of May, 2024.

By Order of the Board of Directors

"James M. Bruchs"

James M. Bruchs

Chairman and Chief Executive Officer

TSODILO RESOURCES LIMITED

MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Solicitation of Proxies

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies being made by the management of Tsodilo Resources Limited ("Tsodilo" or the "Company") for use at the Annual General Meeting of the Company's shareholders to be held on Friday, June 14, 2024 at the time and place and for the purposes set forth in the accompanying notice of meeting or at any adjournment thereof (the "Meeting"). Management's solicitation of proxies will primarily be by mail and may be supplemented by telephone or other means of communication and will be made, without special compensation, by directors, officers and employees of the Company. The cost of solicitation by management will be borne by the Company. The Company may retain other persons or companies to solicit proxies on behalf of the management of the Company, in which event customary fees for such services will be paid.

It is anticipated that this Circular, together with the accompanying notice of meeting and form of proxy, will first be mailed to shareholders of the Company on or before May 17, 2024.

Unless otherwise indicated, all monetary amounts referred to herein are stated in United States currency.

Appointment of Proxyholder

The persons named in the enclosed form of proxy are directors and/or officers of the Company (the "Management Proxyholders"). A registered shareholder has the right to appoint a person or company other than one of the Management Proxyholders (who need not be a shareholder) to represent the registered shareholder at the Meeting by striking out the printed names and clearly inserting that other person's name in the blank space provided.

The instrument appointing a proxyholder must be signed in writing by the registered shareholder, or such shareholder's attorney authorized in writing. If the registered shareholder is a corporation, the instrument appointing a proxyholder must be in writing signed by an officer or attorney of the corporation duly authorized by resolution of the directors of such corporation, which resolution must accompany such instrument. An instrument of proxy will only be valid if it is duly completed, signed, dated and received at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 by 5:00 p.m. (Toronto, Ontario time) on Wednesday, June 12, 2024 or deposited with the Secretary of the Company or the Chairman of the Meeting prior to the commencement of the Meeting.

If you have any questions about the procedures to be followed to vote at the Meeting or about obtaining, completing and depositing the required form of proxy, you should contact Computershare Investor Services Inc. by telephone (toll free) at 1-800-564-6253 or by e-mail at [e-mail].

Voting of Proxies

Common shares of the Company 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

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registered shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by such proxy will be voted accordingly. If no choice is specified, the person designated by management in the accompanying form of proxy will vote FORall matters proposed by management at the Meeting.

Exercise of Discretion by Proxies

The persons named by management in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such shares will be voted FOR each of the matters identified in the form of proxy.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying notice of meeting and with respect to other matters which may properly come before the Meeting. At the time of printing this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters, which are not now known to management, should properly come before the Meeting, the shares will be voted on such matters in accordance with the best judgment of the named proxyholders.

Voting by Beneficial (Non-registered) Shareholders

The information in this section is important to many shareholders as a substantial number of shareholders do not hold their shares in their own name.

Shareholders who hold common shares of the Company through their brokers, intermediaries, trustees, or other nominees (such shareholders being collectively called "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the share register of the Company may be recognized and acted upon at the Meeting. If common shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Company. Such shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares will be registered in the name of "CDS & Co.", the registration name of The Canadian Depository for Securities Limited, which acts as a nominee for many brokerage firms. Such shares can only be voted by brokers, agents, or nominees and can only be voted by them in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting and instructions provided by their broker, agent or nominee with this Proxy Circular and ensure that they direct the voting of their shares in accordance with those instructions.

Applicable regulatory policies require brokers and intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Each broker or intermediary has its own mailing procedures and provides its own return instructions to clients. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by such shareholder's broker, agent or nominee is limited to instructing the registered holder on how to vote such shares on behalf of the Beneficial Shareholder. Most brokers in Canada now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares voting instruction forms, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of such shares

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at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote their shares at the Meeting. Instead, the voting instruction form must be returned to Broadridge, or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

Beneficial Shareholders should follow the instruction on the forms that they receive and contact their intermediaries promptly if they need assistance.

Revocation of Proxy

A registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his or her attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or with the Secretary of the Company or the chairman of the Meeting prior to the commencement of the Meeting. Only registered shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.

Record Date

Registered shareholders of record as at the close of business on May 3, 2024 (the "Record Date") are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy. In accordance with the provisions of the Business Corporations Act (Yukon), the Company will prepare a list of holders of common shares as of the Record Date. Each holder of common shares named in the list will be entitled to vote the common shares shown opposite his or her name on the list at the Meeting, except to the extent that (a) the shareholder has transferred any of his or her shares after the Record Date, and (b) the transferee of those shares produces properly endorsed share certificates or otherwise establishes that he or she owns such shares, and demands, not later than ten days prior to the Meeting, that his or her name be included in the list of persons entitled to vote at the Meeting, in which case the transferee shall be entitled to vote his or her shares at the Meeting.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, to the knowledge of the directors and officers of the Company, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last fiscal year, or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors, except that directors and executive officers of the Company are eligible to receive stock options pursuant to the Stock Option Plan (as hereinafter defined), amendments to which will be sought at the Meeting.

SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, 54,661,585 common shares of the Company are issued and outstanding. Each common share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. To

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the knowledge of the directors and officers of the Company, there are no persons or companies that beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company as of the date of this Circular.

BUSINESS OF THE MEETING

1. Financial Statements

The audited consolidated financial statements of the Company for the year-ended December 31, 2023, and the auditor's report thereon, will be presented to shareholders for review at the Meeting and are available on SEDAR at www.sedar.com. No vote by the shareholders is required with respect to this matter.

2. Election of Directors

Nominees

Directors are elected annually, and the term of office of each of the current directors expires at the conclusion of the Meeting. The number of directors to be elected at the Meeting is three (3). If elected, each nominee will hold office as a director of the Company until the close of the first annual meeting of shareholders of the Company following his election, unless his office is vacated earlier in accordance with the Company's by-laws.

The table and notes below set out, in respect of each nominee, the name, province or state and country of residence, the period or periods during which the nominee has served as a director of the Company, the nominee's principal occupation or employment during the last five years and the number of shares of the Company beneficially owned, or controlled or directed, directly or indirectly by the nominee as at the date hereof. The statement as to beneficial ownership, or control or direction, over common shares is based upon information furnished by the relevant nominee.

Name and Position with the Company and Province or State and Country of Residence

James M. Bruchs (1)

Director, Chairman and CEO McLean, Virginia USA

Jonathan R. Kelafant (2) (3) (4)

Director

Lexington, Virginia USA

Blackie Marole (3) (4) (5)

Director

Gaborone, Botswana

Current Occupation	Director	Number of Common Shares
	Since	Beneficially Owned,
		Controlled or Directed
Officer of Company	2002	2,888,119
Senior VP	2007	415,000
Advanced Resources Intl.
Business Advisor	2017	NIL

1. Prior to being appointed Chairman and CEO in May 2010, Mr. Bruchs served as the Company's President and CEO since June of 2002. Mr. Bruchs also serves as the Managing Director of the Company's Botswana subsidiaries.
2. Member of the Compensation Committee.
3. Member of the Audit Committee.
4. Member of the Corporate Governance Committee.
5. Mr. Blackie Marole is a former Permanent Secretary in the Ministry of Minerals Energy and Water Resources. He retired from the Botswana Public Service in 2000 to join the De Beers group as executive director in the Diamond Trading Company and later in DBCM and finally ending his work carrier at Debswana Diamond Company as Managing Director

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in 2010. He previously chaired the boards of Water Utilities Corporation, Botswana Power Corporation, Botswana Diamond Valuing Company, Public Enterprises Evaluation and Privatization Agency, Barclays Bank Botswana and African Energy Resources Botswana and has served various other boards as a director. Mr. Marole currently chairs the board of Associated Fund Managers (medical aid administration) and Manamata Investment (real estate) and is a member of Belabela Quarries, Makunwu (diamond exploration), De Wet Drilling, CA&Sales (distribution), AQB ( Manganese exploration).

Management does not contemplate that any nominee will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the Management Proxyholders reserve the right to vote FORanother nominee in their discretion, unless the shareholder has specified in the accompanying form of proxy that such shareholder's shares are to be withheld from voting on the election of directors.

Corporate Cease Trade Orders, Bankruptcies and Penalties and Sanctions

Except as disclosed below:

1. no proposed director is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that, (i) was subject to a cease trade order, an order similar to a cease trade 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, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade 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, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
2. no proposed director (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) 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 became 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 the proposed director; and
3. no proposed director has been subject to (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Cease Trade Order

Pursuant to National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"), the Company notified the Ontario Securities Commission ("OSC") on April 27, 2022, that it anticipated a delay in filing its financial statements for the year-ended December 31, 2021, and the related management's discussion and analysis ("MD&A") and certifications (the "Annual Filings") and requested that a MCTO be issued. The Annual Filings were due to be filed by May 2, 2022. The delays were as the result of primarily the impacts of the COVID pandemic locally (Botswana) as well as receiving license confirmations from the Botswana Ministry of Mineral Resources, Green Technology and Energy

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Security, Department of Mines.

On May 4, 2022, the OSC determined that the Company was not entitled to the MCTO as the Company's shares did not meet NP 12-203, Section 6 (d) requirement with respect to having an "active, liquid market for its securities in Canada".

On May 6, 2022, the OSC issued a Cease Trade Order ("CTO") which stated verbatim as follows:

IN THE MATTER OF TSODILO RESOURCES LIMITED (the Issuer)

CEASE TRADE O R D E R

Under the securities legislation of Ontario (Legislation)

Background

1. This is the order of the Ontario Securities Commission (the Decision Maker).
2. The Issuer has not filed the following periodic disclosure required by the Legislation:

• audited annual financial statements for the year ended December 31, 2021;
• management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2021;
• certification of the foregoing filings as required by National Instrument 52-109

Certification of Disclosure in Issuers' Annual and Interim Filings.

1. As a result of this order, if the Issuer is a reporting issuer in a jurisdiction in which Multilateral Instrument 11-103Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, a person or company must not trade in or purchase a security of the issuer in that jurisdiction, except in accordance with the conditions that are contained in this order, if any, for so long as this order remains in effect.
2. Further, this order takes automatic effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.

Interpretation

Terms defined in the Legislation, National Instrument 14-101 Definitions or National Policy 11-207Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Order

1. The Decision Maker is satisfied that the decision concerning the cease trade meets the test set out in the Legislation to make this decision.
2. It is ordered under the Legislation that trading, whether direct or indirect, cease in respect of each security of the Issuer.
3. Despite this order a beneficial security holder of the Issuer who is not, and was not at the date of this order, an insider or control person of the Issuer, may sell securities of the Issuer acquired before the date of this order if both of the following apply:
   (a) the sale is made through a "foreign organized regulated market", as defined in section
   1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and
   (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

DATED at Toronto this 6th day of May 2022.

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Unless authority to vote is withheld, the shares represented by the proxies hereby solicited will be voted by the Management Proxyholders named therein FORthe election of each of the nominees whose names are set forth above.

3. Appointment and Remuneration of Auditors

The auditors of the Company are McGovern Hurley LLP ("McGovern"), Chartered Accountants of Toronto, Ontario , who were first appointed auditors of the Company on January 22, 2024. Management proposes that McGovern be re-appointed as auditors of the Company for the ensuing year and that the board of directors of the Company (the "Board") be authorized to fix their remuneration. See "Audit Committee Disclosure" for information on the external auditor service fees for the financial year-ended December 31, 2023.

Unless authority to vote is withheld, the shares represented by the proxies hereby solicited will be voted by the Management Proxyholders named therein FORthe re-appointment of McGovern Hurley LLP as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix the remuneration of the auditors.

STATEMENT OF EXECUTIVE COMPENSATION

Introduction

In the following pages we describe:

• The Company policies and practices with respect to the compensation of senior managers.
• The role and structure of the Compensation Committee ("CCOM").
• The detailed disclosure of the remuneration of the Chief Executive Officer, (CEO), the Chief Financial Officer (CFO) and the Chief Operating Officer (COO) (collectively, the "Named Executive Officers" or "NEOs") and the directors of the Company.

Overview of Compensation Philosophy

The Company's aim is to provide market competitive remuneration to attract, retain and motivate the talent required to allow the Company to achieve its potential. The total reward package is designed to remunerate on the basis of an individual's personal effectiveness in their role and thereby link their performance to the Company's where possible. An underlying principle of the reward package is that good performance will be recognized, and poor performance will not be tolerated or rewarded.

Executive packages are determined on a Total Employment Cost ("TEC") basis and include an appropriate balance of base salary, benefits and at-risk remuneration (in the form of short-term incentive and long-term incentive). They are set in the context of the relevant industrial and geographic norms that the Company operates within and at a level which will make the organization competitive in its chosen exploration, mining and mineral exploration markets.

2023 Approach

The current approach is generally as follows:

• Balanced across the short, medium and longer term
• Market competitive
• Base pay is broadly targeted at a median level
• Longer- term reward (share option grants), provides the opportunity to build ownership in the

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business and increase personal wealth in the medium term in line with the opportunities for success afforded to the shareholders

Recruiting and Retention

Tsodilo's management team has strengthened considerably over the last couple of years. We are satisfied with our ability to attract and retain high caliber individuals capable of working within and contributing to the management team.

Aligning Management and Shareholders

The Company seeks to align management with shareholders' interests as follows:

• The short-term incentive plan incorporates 'pay-for-performance' into the annual cash remuneration.
• The long-term incentive plan represents a potentially significant portion of an executive's total remuneration and provides a longer-term focused reward that is subject to the same external market conditions as shareholders.

Compensation Committee "CCOM" Mandate

• Recommending to the Board the annual salary, bonus and other benefits, direct and indirect, of the
  CEO
• Approving the compensation for the Company's other executive officers, after considering the recommendations of the CEO
• Approving other human resources and compensation policies and guidelines within their remit
• Ensuring management compensation is competitive to enable the Company to continue to attract individuals of the highest caliber.

The CCOM is composed of three independent directors, Messrs. Bruington, (Chairman), Kelafant and Marole. For a description of skills and experience relevant to the responsibilities of the members of CCOM in executive compensation, and which enable CCOM to make decisions on the suitability of the Company's compensation policies and practices, please refer to the applicable biographies under the headings "Election of Directors" and "Audit Committee Information see the section "Audit Committee Disclosure - Relevant Education and Experience".

Towards the end of each fiscal year (or as appropriate) the CCOM reviews the performance of the executive officers. CCOM considers a variety of factors when determining compensation policies and individual compensation levels, including:

• The long-term interests of the Company and its shareholders
• The performance of the Company
• Each officer's personal effectiveness in his or her role
• Each officer's contractual terms
• External market conditions and movements

The CEO's compensation is assessed considering similar factors.

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