Advanced Gold Exploration Inc. — AGM Information 2021

Oct 27, 2021

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ADVANCE UNITED HOLDINGS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 2021

AND

INFORMATION CIRCULAR

October 22, 2021

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and information circular, you should immediately contact your advisor.

ADVANCE UNITED HOLDINGS INC.

372 Bay Street, Unit 301, Toronto, ON, M5H 2W9 Telephone: (416) 278-7502

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Advance United Holdings Inc. (the “ Company ”) will be held at the offices of Irwin Lowy LLP, 217 Queen Street West, Suite 401, Toronto, ON, M5V 0R2 and via webcast, on Wednesday, November 24, 2021, at the hour of 11:00 a.m. (Toronto time) for the following purposes:

• (1) to receive the audited financial statements of the Company for the fiscal year ended December 31, 2020, and the accompanying report of the auditors;

• (2) to set the number of directors of the Company at five (5);

• (3) to elect James Atkinson, Walter Henry, Kevin Wright, Vishal Gupta and Danièle Spethmann as directors of the Company;

• (4) to appoint MS Partners LLP as the auditors of the Company for the fiscal year ending December 31, 2020 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2021;

• (5) to consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Company’s Stock Option Plan, as described in the accompanying information circular (the “ Information Circular ”);

• (6) to consider and, if deemed advisable, to pass a special resolution authorizing the continuance of the Company from the province of British Columbia into the province of Ontario (the “ Continuance ”);

• (7) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of Meeting (the “ Notice of Meeting ”).

The board of directors of the Company has fixed October 15, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). The

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Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the meeting by proxy and to join the Meeting by teleconference.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, this 22[nd] day of October, 2021.

By Order of the Board of Directors of

ADVANCE UNITED HOLDINGS INC.

“James Atkinson” James Atkinson Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING BY WEBCAST, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

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ADVANCE UNITED HOLDINGS INC.

372 Bay Street, Unit 301, Toronto, ON, M5H 2W9 Telephone: (416) 278-7502

INFORMATION CIRCULAR OCTOBER 22, 2021

INTRODUCTION

This information circular (the “ Information Circular ”) accompanies the notice of annual general and special meeting of shareholders (the “ Notice ”) of Advance United Holdings Inc. (the “ Company ”) and is furnished to shareholders (each, a “ Shareholder ”) holding common shares (each, a “ Share ”) of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of the Shareholders to be held at 11:00 a.m. (Toronto time) on Wednesday, November 24, 2021 at the offices of Irwin Lowy LLP, 217 Queen Street West, Suite 401, Toronto, ON, M5V 0R2 and via webcast, or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is October 22, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

COVID-19

In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, Shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html).The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages Shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the meeting by proxy and to join the Meeting by teleconference.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for

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their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of October 15, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the “ Designated Persons ”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in his sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-infact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at anytime before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

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Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the proxy. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the 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, the Shares will be voted 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 DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares of a Shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Beneficial Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to the names of all Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by his, her or its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial

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Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. 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 receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her or its Shares.

Beneficial Shareholders consist of non-objecting beneficial owners (each, a “ NOBO ”) and objecting beneficial owners (each, an “ OBO ”). A NOBO is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) of the Canadian Securities Administrators. An OBO means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under NI 54-101.

The Company is sending proxy-related materials directly to NOBOs of the Shares. The Company will not pay for the delivery of proxy-related materials to OBOs of the Shares under NI 54-101 and Form 54-101F7 – Request for Voting Instructions Made by Intermediary . The OBOs of the Shares will not receive the materials unless their intermediary assumes the costs of delivery.

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the record date, determined by the board of directors of the Company (the “ Board ”) to be the close of business on October 15, 2021, a total of 36,489,706 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the record date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company, other than as set forth below:

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Name of Shareholder	Number of Shares Owned	Percentage of Outstanding Shares
John RossQuigley	4,405,444	12.07
David Burry	4,008,333	10.98

• (1) Based on 36,489,706 Shares issued and outstanding as of October 15, 2021.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2020 together with the auditor’s report thereon, will be presented to the Shareholders at the Meeting. The Company’s financial statements and management discussion and analysis are available on SEDAR at www.sedar.com

NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at five (5). An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends that Shareholders vote for the approval of setting the number of directors of the Company at five (5).

ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal.

The Company’s Articles contain an advance notice provision (the “ Advance Notice Provision ”) of the nomination of directors in certain circumstances. To be timely, the advance notice by the nominating Shareholder (the “Nominating Shareholder” ) must be made:

• (a) in the case of an annual meeting of Shareholders, not less than 30 and not more than 65 days prior to the date of the annual meeting of Shareholders; provided, however, that in the event that the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date” ) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder is to be made not later than the close of business on the 10[th] day after the Notice Date in respect of such meeting; and

• (b) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15[th] day following the day on which the first public announcement of the date of the special meeting of Shareholders was made.

As of the date of this Information Circular, no nominations of directors for the Meeting by the Nominating Shareholders have been received in accordance with the provisions of the Advance Notice Provision.

Management of the Company proposes to nominate all of the current directors of the Company, as set out in the table below, for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

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Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Shares Owned(1)
James Atkinson(2) Toronto, Canada Chief Executive Officer and Director	Since 2018, Mr. Atkinson has been the President and CEO of Talisker Gold Corp., a wholly owned subsidiary of the Company. From March 2017 to March 2018, Mr. Atkinson was self-employed as a geological consultant with Atkinson Consulting, a private company, and served as a director of Champagne Resources Ltd. (now called Warrior Gold Inc.), a junior mining company listed on the TSX Venture Exchange (“TSXV”). Prior to March 2017, Mr. Atkinson services as VP Exploration for Americas Silver Corp. (now Americas Gold and Silver Corporation), a junior natural resource mining company listed on the Toronto Stock Exchange (“TSX”). An experienced exploration geologist and project manager with over 45 years of experience, Mr. Atkinson has spent his career in both mineral exploration and mining and in the environmental field as Vice President, Exploration Manager and Regional Manager with junior and major mining companies such as Newmont, Billiton and Agnico Eagle. He has reviewed, evaluated and acquired projects around the world and recently was part of the team responsible for mergers and acquisitions at Americas Silver. He has worked with investors to form and manage junior exploration companies.	January 13, 2021	2,428,500(4)
Walter Henry(2) Ontario, Canada Director	Mr. Henry was President and CEO of Frontline Gold Corporation since July 2010 and as a director since December 2019. He has been a director of Alturas Minerals Corp., a junior natural resource mining company, listed on the TSXV, since October 2009. Mr Henry has been a director of Riverside Resources Inc., a junior natural resource mining company, listed on the TSXV, since June 2016. He continues to hold these positions.	January 13, 2021	Nil
Kevin William Wright(2)(3) Ontario, Canada Director	Since 2016, Mr. Wright has served as a managing partner and/or director of Participator Inc., a marketing and advertising agency. He has been a director of JAAM Capital Inc.,aprivate company,since January2007.	January 13, 2021	1,000,000

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Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Shares Owned(1)
Vishal Gupta Ontario, Canada Nominee	Mr Gupta is a P.Geo. registered with the Professional Geoscientists of Ontario and currently serves as the President and CEO of Blingold Corp. (“Blingold”), a private gold exploration company with a portfolio of gold and copper-gold exploration properties in the Beardmore Gold Belt of Ontario. Prior to joining Blingold, he served as the President and CEO of California Gold Mining Inc., a gold exploration company listed on the Canadian Securities Exchange, with its flagship Fremont property located in the prolific Mother Lode Gold Belt of California. Previously, he worked as an equity research analyst covering junior base and precious metals companies for a number of Toronto-based financial institutions including Dundee Capital Markets, Fraser Mackenzie and Global Financial. During his tenure as an equity research analyst, Mr. Gupta conducted independent technical due diligence on a wide variety of exploration and resource development programs across the United States, Canada, Mexico, Brazil, Argentina, Chile and Nicaragua. Previously Mr. Gupta held positions as an officer and director of both private and public companies in Canada and the USA and worked as an equity analyst covering the junior base and precious metals sector for Dundee Capital Markets, Fraser Mackenzie, and Global Financial. Mr. Gupta holds a M.Sc. in Geology from the University of Toronto and started his career as an exploration geologist for junior resource companies where he was involved in the planning, preparation, execution and reconciliation of drillprograms.	To be nominated	Nil
Danièle Spethmann Toronto, Ontario Nominee	Ms Spethmann is a Geologist and has over 30 years’ experience as an exploration geologist in northern Ontario, Canada and internationally in Latin American and Botswana. She has worked as a senior geologist on teams credited with several significant discoveries including notably the Choco 10 - Carolina Zone and Fruta del Norte, and mid- teirs IAMGOLD, African Copper, Aurelian Resources and Bolivar Goldfields. Ms. Spethmann is the current President and CEO of Warrior Gold Inc., a TSX Venture Exchange listed company with gold properties in Kirkland Lake, Ontario. She is a member of the Association of Professional Geoscientists Ontario, a committee member of the Toronto Geological Discussion Group and a member of Women in MiningToronto and Canada.	To be nominated	Nil

(1) Information has been furnished by the respective nominees individually.

(2) Member of the Audit Committee.

(3) Chairman of the Audit Committee.

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• (4) James Atkinson owns 1,878,500 of the Shares of the Company directly and the remaining 550,000 Shares are owned indirectly by JD Exploration Inc., a private company wholly owned by James Atkinson.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors.

Management recommends that Shareholders vote for the election of each of the nominees listed above as a director of the Company.

Orders

Except as disclosed below, to the best of management’s knowledge, no proposed director of the Company is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

• (a) 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 thirty (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

• (b) 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 thirty (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.

On October 4, 2019, while Walter Henry served as a director of Folkstone Capital Corp. (“ Folkstone ”), the British Columbia Securities Commission (“ BCSC ”) issued a cease trade order against Folkstone (the “ Folkstone CTO ”) for the failure to file its annual audited financial statements and management discussion and analysis for the year ended May 31, 2019. The Folkstone CTO was revoked by the BCSC on December 18, 2020.

On April 13, 2015, while Kevin Wright served as a director of Chuma Holdings Inc. (“ Chuma ”), the BCSC issued a cease trade order against Chuma (the “ Chuma CTO ”) for the failure to file its annual audited financial statements and management discussion and analysis and Form 51-102F2 – Annual Information Form for the year ended November 30, 2014. Mr. Wright resigned as a director of Chuma in January of 2016. The Chuma CTO has yet to be revoked by the BCSC.

Bankruptcies

To the best of management’s knowledge, no proposed director of the Company is, or within ten (10) years before the date of this Information Circular, has been, a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets or made a proposal under any legislation relating to bankruptcies or insolvency.

Penalties and Sanctions

To the best of management’s knowledge, no proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or

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has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) 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, for that financial year, and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

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Name and Position	Year(1)	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(2) ($)	Value of All Other Compensation ($)	Total Compensation ($)
James Atkinson(3) CEO and Director David McDonald(4) Chief Financial Officer and former director and Corporate Secretary Chris Irwin(5) Corporate Secretary Henry Walter(6) Director Kevin Wright(7) Director Ross Ewaniuk(8) Former director and President	2020 2020 2020 2020 2020 2020	N/A N/A N/A N/A N/A Nil	N/A N/A N/A N/A N/A Nil	N/A N/A N/A N/A N/A Nil	N/A N/A N/A N/A N/A Nil	N/A N/A N/A N/A N/A Nil	N/A N/A N/A N/A N/A Nil

(1) For the period from Incorporation on May 28, 2020 to December 31, 2020.

• (2) “ Perquisites ” include perquisites provided to a NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

• (3) Mr Atkinson was appointed as CEO and as a director on January 13, 2021.

• (4) Mr McDonald was appointed as CFO, Corporate Secretary and as a director on January 13, 2021 and resigned as Corporate Secretary and a director on June 1, 2021.

• (5) Mr. Irwin was appointed Corporate Secretary on June 1, 2021.

• (6) Mr. Henry was appointed as a director on January 13, 2021.

• (7) Mr Wright was appointed as a director on January 13, 2021.

• (8) Ross Ewaniuk was appointed President and as a director of the Company on May 28, 2020 and resigned from each position on January 13, 2021.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to any director or NEO in the financial year ended December 31, 2020 and no NEO or director owned any compensation securities.

On January 12, 2021, the Company granted an aggregate of 1,250,000 options to purchase 1,250,000 Common Shares at an exercise price of $0.10, of which 500,000 stock options granted to Jim Atkinson and 500,000 stock options granted to David McDonald, expire on April 17, 2023 and 250,000 stock options grant to Walter Henry expire on December 23, 2024.

Stock Option Plans and Other Incentive Plans

On January 12, 2021, the Company adopted the Stock Option Plan. The purpose of the Stock Option Plan is to attract and retain directors, officers, employees and consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under the Stock Option Plan. The Stock Option Plan provides that the number of Common Shares available for issuance is subject to the restrictions imposed under applicable securities laws or CSE policies and, in

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any case, shall not exceed 10% of the total number of issued Common Shares (calculated on a non-diluted basis) at the time any stock option is granted.

Options may be granted under the Stock Option Plan to such directors, officers, employees, or consultants of the Company and its affiliates, if any, as the Board may from time to time designate. The exercise price of option grants will be determined by the Board, but after listing on the CSE will not be less than the greater of the closing market prices of the underlying Common Shares on (i) the trading day prior to the date of grant of the stock options and (ii) the date of grant of the stock options. All options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. Options terminate earlier as follows: (i) immediately in the event of dismissal with cause; (ii) one month from date of termination other than for cause, or as set forth in each particular stock option agreement; (iii) three months from the date of disability; or (iv) twelve months from the date of death. Options granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession.

The number of shares reserved for issuance under the Stock Option Plan, together with all of the Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of shares, is subject to the restrictions imposed under applicable securities laws and stock exchange policies.

The Stock Option Plan will be administered by the Board, which will have full and final authority with respect to the granting of all options thereunder. As at October 15, 2021, there were 1,250,000 options outstanding under the plan.

Employment, Consulting and Management Agreements

Other than disclosed below, the Company has not entered into written employment or consulting agreements with any other executive officers.

BBSI Management Services Agreement

On February 26, 2021, the Company entered into a Management Services Agreement (the “ BBSI Management Services Agreement ”) with Balanced Business Solutions Inc. (“ BBSI ”), a pursuant to which BBSI, through its principal David McDonald, agreed to provide certain management and other services to the Company, including without limitation to act as CFO of the Company. BBSI shall, in accordance with the terms and conditions of the BBSI Management Services Agreement, perform the services faithfully and diligently and shall devote such time as is reasonably necessary to perform the services in accordance with industry standards.

As consideration for the services to be provided by BBSI, the Company agreed to pay an annual salary of $60,000 for the first year of service under the agreement and starting effective January 1, 2021. Thereafter, for the subsequent years during the term of the BBSI Management Services Agreement, the Company and BBSI shall, in good faith, assess and where appropriate increase BBSI’s annual base salary. During each year of the BBSI Management Services Agreement, BBSI is also eligible to receive a bonus pursuant to any executive revenue profit sharing plan to be established by the Company commensurate with persons of similar status and authority within the Company. During the term of the BBSI Management Services Agreement, Mr. McDonald and, to the extent applicable, his family, dependents, and beneficiaries, shall be allowed to participate in all benefits, plans, and programs available to managers of the Company generally. The term of the BBSI Management Services Agreement shall continue until the earliest to occur of the following: (i) the third anniversary of the January 1, 2021; or (ii) if terminated in accordance with the BBSI Management Services Agreement’s termination provisions.

The BBSI Management Services Agreement may be terminated: (i) in the event of death; (ii) in the event of serious illness to Mr. McDonald which lasts longer than six calendar months; (iii) at any time, and without notice, for cause or if BBSI or Mr. McDonald violates any of the policies, rules and practices of the Company or fails to comply with any of the provisions of the agreement; (iv) at any time by BBSI or Mr. McDonald upon giving three months’ notice;

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(v) at any time by the Company, without cause, by giving one-year written notice or by paying in lieu of such notice, an amount equal to BBSI’s then current monthly salary, calculated over a period of one year and payable in 12 equal monthly installments during which time the Company shall continue to make available any benefits conferred to BBSI or Mr. McDonald under the agreement; or (vi) upon Mr. McDonald attaining seventy-five years of age. The BBSI Management Services Agreement also provides for certain non-disclosure and confidentiality provisions.

Atkinson Management Services Agreement

On March 1, 2021, the Company entered into a Management Services Agreement with James Atkinson (the “ Atkinson Management Services Agreement ”), pursuant to which Mr. Atkinson agreed to provide certain management and other services to the Company, including without limitation to act as CEO of the Company. Mr. Atkinson shall, in accordance with the terms and conditions of the Atkinson Management Services Agreement, perform the services faithfully and diligently and shall devote such time as is reasonably necessary to perform the services in accordance with industry standards.

As consideration for the services to be provided by Mr. Atkinson, the Company agreed to pay an annual salary of $60,000 for the first year of service under the agreement and starting effective January 1, 2021. Thereafter, for the subsequent years during the term of the Atkinson Management Services Agreement, the Company and Mr. Atkinson shall, in good faith, assess and where appropriate increase Mr. Atkinson’s annual base salary. During each year of the Atkinson Management Services Agreement, Mr. Atkinson is also eligible to receive a bonus pursuant to any executive revenue profit sharing plan to be established by the Company commensurate with persons of similar status and authority within the Company. During the term of the Atkinson Management Services Agreement, Mr. Atkinson and, to the extent applicable, his family, dependents, and beneficiaries, shall be allowed to participate in all benefits, plans, and programs available to managers of the Company generally. The term of the Atkinson Management Services Agreement shall continue until the earliest to occur of the following: (i) the third anniversary of the January 1, 2021; or (ii) if terminated in accordance with the Atkinson Management Services Agreement’s termination provisions.

The Atkinson Management Services Agreement may be terminated: (i) in the event of death; (ii) in the event of serious illness to Mr. Atkinson which lasts longer than six calendar months; (iii) at any time, and without notice, for cause or if Mr. Atkinson violates any of the policies, rules and practices of the Company or fails to comply with any of the provisions of the agreement; (iv) at any time by Mr. Atkinson upon giving three months’ notice; (v) at any time by the Company, without cause, by giving one-year written notice or by paying in lieu of such notice, an amount equal to Mr. Atkinson’s then current monthly salary, calculated over a period of one year and payable in 12 equal monthly installments during which time the Company shall continue to make available any benefits conferred to Mr. Atkinson under the agreement; or (vi) upon Mr. Atkinson attaining seventy-five years of age. The Atkinson Management Services Agreement also provides for certain non-disclosure and confidentiality provisions.

Wright Management Services Agreement

On July 5, 2021, the Company entered into a Management Services Agreement with Kevin Wright (the “ Wright Management Services Agreement ”), pursuant to which Mr. Wright agreed to provide certain management and other services to the Company, including without limitation to act as Director of Communications of the Company. Mr. Wright shall, in accordance with the terms and conditions of the Wright Management Services Agreement, perform the services faithfully and diligently and shall devote such time as is reasonably necessary to perform the services in accordance with industry standards.

As consideration for the services to be provided by Mr. Wright, the Company agreed to pay an annual salary of $120,000 for the first year of service under the agreement, payable as to $5,000 per month in cash and $5,000 per month in Shares at a deemed price equal to the average of the closing share price of the Share on the five (5) days prior to each issuance divided by the amount due and owing. Thereafter, for the subsequent years during the term of the Wright Management Services Agreement, the Company and Mr. Wright shall, in good faith, assess and

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where appropriate increase Mr. Wright’s annual base salary. During each year of the Wright Management Services Agreement, Mr. Wright is also eligible to receive a bonus pursuant to any executive revenue profit sharing plan to be established by the Company commensurate with persons of similar status and authority within the Company. During the term of the Wright Management Services Agreement, Mr. Wright and, to the extent applicable, his family, dependents, and beneficiaries, shall be allowed to participate in all benefits, plans, and programs available to managers of the Company generally. The term of the Wright Management Services Agreement shall continue until the earliest to occur of the following: (i) the third anniversary of the Wright Management Services Agreement; or (ii) if terminated in accordance with the Wright Management Services Agreement’s termination provisions.

The Wright Management Services Agreement may be terminated: (i) in the event of death; (ii) in the event of serious illness to Mr. Wright which lasts longer than six calendar months; (iii) at any time, and without notice, for cause or if Mr. Wright violates any of the policies, rules and practices of the Company or fails to comply with any of the provisions of the agreement; (iv) at any time by Mr. Wright upon giving three months’ notice; (v) at any time by the Company, without cause, by giving one-year written notice or by paying in lieu of such notice, an amount equal to Mr. Wright’s then current monthly salary, calculated over a period of one year and payable in 12 equal monthly installments during which time the Company shall continue to make available any benefits conferred to Mr. Wright under the agreement; or (vi) upon Mr. Wright attaining seventy-five years of age. The Wright Management Services Agreement also provides for certain non-disclosure and confidentiality provisions.

Oversight and Description of Director and NEO Compensation

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Company are involved in discussions relating to compensation, but disclose their interest in, and abstain from voting on, decisions related to their own respective compensation.

The overall objective of the Company’s compensation strategy is to offer short, medium and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest calibre and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the chief executive officer, if any, in this regard.

Executive officers’ compensation is currently composed of two major components: a short term compensation component, which includes the payment of management fees to certain NEOs, and a long-term compensation component, which includes the grant of stock options under the Plan. Management fees primarily reward recent performance and incentive stock options encourage NEOs and directors to continue to deliver results over a longer period of time and serve as a retention tool. The Company intends to further develop these compensation components.

The management fee for each NEO, as applicable, is determined by the Board based on the level of responsibility and experience of the individual, the relative importance of the position to the Company, the professional qualifications of the individual and the performance of the individual over time.

The second component of the executive officers’ compensation is stock options. The objectives of the Company’s compensation policies and procedures are to align the interests of the Company’s employees with the interests of the shareholders of the Company. Therefore, a significant portion of total compensation granted by the Company, being the grant of stock options, is based upon overall corporate performance.

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Although it has not to date, the Board may in the future consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is expected to be discretionary, depending on, among other factors, the financial performance of the Company and the performance of the executive. The Board considers that the payment of such discretionary annual cash bonuses may satisfy the medium term compensation component.

The Company relies on Board discussion, without formal objectives, criteria and analysis, when determining executive compensation. There are currently no formal performance goals or similar conditions that must be satisfied in connection with the payment of executive compensation.

The NEOs’ performances and salaries or fees are to be reviewed periodically. Increases in management fees are to be evaluated on an individual basis and are performance and market-based. Compensation is not tied to performance criteria or goals such as milestones, agreements or transactions, and the Company does not use a “peer group” to determine compensation.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Plan, being the Company’s only equity compensation plan, as of December 31, 2020.

Plan Category	Number of shares to be issued upon exercise of outstanding options(1)	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by Shareholders	N/A	N/A	N/A
Equity compensation plans not approved by Shareholders	Nil	Nil	1,420,010
Total	Nil	Nil	1,420,010

(1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to appoint MS Partners LLP, Chartered Professional Accountants as auditors of the Company for the fiscal year ending December 31, 2021, and to authorize the directors of the Company to fix the remuneration to be to be paid to the auditors for the fiscal year ending December 31, 2021. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting. MS Partners LLP, Chartered Professional Accountants, were appointed as the auditors of the Company on December 16, 2020.

Management recommends that Shareholders vote for the appointment of MS Partners LLP, Chartered Professional Accountants as the Company’s auditors for the Company’s fiscal year ending December 31, 2021 and the authorization of the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2021.

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AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to its audit committee (the “ Audit Committee ”):

The Audit Committee Charter

The full text of the Company’s audit committee charter (the “ Audit Committee Charter ”) is attached as Schedule A to this Information Circular.

Composition of the Audit Committee

The following are the members of the Audit Committee as at the date hereof:

Audit Committee Members
Kevin Wright (Chairman)	Independent(1)	Financially Literate(2)
James Atkinson	Not Independent(1)	Financially Literate(2)
Henry Walter	Independent(1)	Financially Literate(2)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. Under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of the issuer, is considered to have a material relationship with the issuer.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

James Atkinson

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Since 2018, Mr. Atkinson has been the President and CEO of Talisker Gold Corp., a wholly owned subsidiary of the Company. From March 2017 to March 2018, Mr. Atkinson was self-employed as a geological consultant with Atkinson Consulting, a private company, and served as a director of Champagne Resources Ltd. (now called Warrior Gold Inc.), a junior mining company listed on the TSXV. Prior to March 2017, Mr. Atkinson services as VP Exploration for Americas Silver Corp. (now Americas Gold and Silver Corporation), a junior natural resource mining company listed on the TSX.

An experienced exploration geologist and project manager with over 45 years of experience, Mr. Atkinson has spent his career in both mineral exploration and mining and in the environmental field as Vice President, Exploration Manager and Regional Manager with junior and major mining companies such as Newmont, Billiton and Agnico Eagle. He has reviewed, evaluated and acquired projects around the world and recently was part of the team responsible for mergers and acquisitions at Americas Silver. He has worked with investors to form and manage junior exploration companies.

In the area of mineral exploration, Mr. Atkinson has designed and managed multimillion dollar programs searching for and discovering various commodities including industrial minerals. These projects, comprised of up to 100 staff, involved geophysical, geochemical and drilling programs as well as prospecting and geological mapping. He has also negotiated option and purchase deals for mineral properties.

Walter Henry

Mr. Henry was President and CEO of Frontline Gold Corporation since July 2010 and as a director since December 2019. He has been a director of Alturas Minerals Corp., a junior natural resource mining company, listed on the TSXV, since October 2009. Mr Henry has also been a director of Riverside Resources Inc., a junior natural resource mining company, listed on the TSXV, since June 2016. He continues to hold these positions.

Mr. Henry brings more than 25 years of capital markets and leadership experience having served as CEO of 4 publicly traded junior companies while also serving as VP, Finance and CFO with several public companies listed on the TSX and TSXV, including Tiberon Minerals Ltd., Royal Nickel Corp., Juno Special Situations Corp., and Alturas Minerals Corp.

Mr. Henry maintains the ICD.D designation having completed the Institute of Corporate Director’s Director Education Program in May 2010. Mr. Henry has had the roles of Chairman, Audit Chair and Director over 12 publicly traded junior companies. Mr. Henry holds the Chartered Financial Analyst designation and brings a wide range of expertise to the Company’s executive management team given his extensive finance background encompassing Capital Markets, Investment Banking, International Projects and Financial Reporting within the Natural Resources Sector.

Kevin Wright

Since 2016, Mr. Wright has served as a managing partner and/or director of Participator Inc., a marketing and advertising agency. He has also been a director of JAAM Capital Inc., a private company, since January 2007.

Mr. Wright’s career is based on advertising and marketing experience as an award-winning director for multinational marketing and advertising agencies, having worked for businesses in Canada, the United States and the United Kingdom.

Mr. Wright has been instrumental in formulating successful marketing strategies and business strategies for clients such as Party Poker, Sympatico MSN, IBM, CIBC, L’Oreal, Rogers, Famous Players, Beck’s Beer and Vonage to name just a few. With 20 years of marketing and advertising experience, Mr. Wright has a keen eye for reading and predicting markets and customer needs. He combines this talent with a visionary entrepreneurial sense and proven success record. Mr. Wright has appeared on TV and lectured at Queens, Toronto and Western universities on the subjects of marketing and business strategy.

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Mr. Wright has served on the boards of both public and private companies. He is a graduate of Queens University, a former diver in the Canadian Navy and a member of the Professional Engineers of Ontario.

Each member of the Audit Committee has:

• an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• experience with analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and

• an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis NonAudit Services) provides an exemption from the requirement that the Audit Committee must pre-approve all nonaudit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of the Company’s Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

Year Ended December 31	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2020(5)	$8,500	Nil	$1,500	Nil

(1) “ Audit Fees ” include fees necessary to perform the annual audit and quarterly reviews of our financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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• (2) “ Audit-Related Fees ” for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported as audit fees. The services provided in this category include due diligence assistance, accounting consultations on proposed transactions, and consultation on International Financial Reporting Standards conversion.

• (3) “ Tax Fees ” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice.

• (4) “ All Other Fees ” includes all fees other than those reported as Audit Fees, Audit-Related Fees or Tax Fees.

• (5) For the period from incorporation on May 28, 2020 to December 31, 2020.

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, proposed nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company’s most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, proposed nominee for election to the Board, or associate of such person is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (each, an “ Insider ”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by a person other than the directors or executive officers of the Company, except as otherwise described in this Information Circular.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices , the Company is required to disclose its corporate governance practices as follows:

Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

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Kevin Wright and Henry Walter are “ independent ” in that they are independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with the best interests of the Company, other than the interests and relationships arising from being shareholders of the Company. James Atkinson is the CEO of the Company and is therefore not independent.

Directorships

Certain directors of the Company are currently also directors of other reporting issuers, as described in the table below:

Name of Director of the Company	Names of Other Reporting Issuers	**Securities Exchange **
James Atkinson	None	N/A
Henry Walter	Frontline Gold Corporation Riverside Resources Inc. Alturas Minerals Corp.	TSXV
Kevin Wright	None	N/A

Orientation and Continuing Education

The Board provides an overview of the Company’s business activities, systems and business plan to all new directors. New directors have access to the Company’s records and management in order to conduct their own due diligence and are briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines, and existing policies of the Company. The directors are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Ethical Business Conduct

The Board believes good corporate governance is an integral component to the success of the Company and to meet responsibilities to Shareholders. Generally, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interest of the Company.

The Board is also responsible for applying governance principles and practices, tracking development in corporate governance, and adapting “best practices” to suit the needs of the Company. Certain of the directors of the Company may also be directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under the Business Corporations Act (British Columbia).

Nomination of Directors

The Board has not formed a nominating committee or similar committee to assist the Board with the nomination of directors for the Company. The Board considers itself too small to warrant creation of such a committee; however each of the directors has contacts he can draw upon to identify new members of the Board as needed from time to time.

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The Board will continually assess its size, structure and composition, taking into consideration its current strengths, skills and experience, proposed retirements and the requirements and strategic direction of the Company. As required, directors will recommend suitable candidates for consideration as members of the Board.

Compensation

The Board reviews the compensation of its directors and executive officers annually. The directors will determine compensation of directors and executive officers taking into account the Company’s business ventures and the Company’s financial position. See “ Executive Compensation ”.

Other Board Committees

The Board has no other committees other than the Audit Committee.

Assessments

The Board of Directors has not implemented a process for assessing its effectiveness. As a result of the Company’s small size and the Company’s stage of development, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.

The Board does not formally assess the performance or contribution of individual Board members or committee members.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Directors, executive officers, proposed nominees for election as director of the Company may be interested in the approval of the Plan, pursuant to which they may be options. See “ Particulars of Matters to be Acted Upon – Approval of Stock Option Plan ”, below, for more information.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

The Company is seeking Shareholder approval of the Plan at the Meeting. Although Shareholder approval of the Plan is not required pursuant to the policies of the Exchange, the Board wishes to obtain maximum flexibility with respect to the granting of stock options under the Plan.

National Instrument 45-106 Prospectus Exemptions (“ NI 45-106 ”) provides exemptions from the requirement to prepare and file a prospectus in connection with a distribution of securities. As the Company is listed on the Exchange, the Company is classified as an “unlisted reporting issuer” for purposes of the exemption provided in Section 2.24 of NI 45-106 for distributions of securities to employees, executive officers, directors and consultants of the Company (the “ Exemption ”). NI 45-106 restricts the use of the Exemption by “unlisted reporting issuers” such as the Company unless the Company obtains Shareholder approval. Specifically, NI 45-106 provides that the Exemption does not apply to a distribution to an employee or consultant of the “unlisted reporting issuer” who is an investor relations person of the issuer, an associated consultant of the issuer, an executive officer of the issuer, a director of the issuer, or a permitted assign of those persons if, after the distribution,

• (a) the number of securities, calculated on a fully diluted basis, reserved for issuance under options granted to

• (i) related persons, exceeds 10% of the outstanding securities of the issuer, or

• (ii) a related person, exceeds 5% of the outstanding securities of the issuer, or

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• (b) the number of securities, calculated on a fully diluted basis, issued within 12 months to

• (i) related persons, exceeds 10% of the outstanding securities of the issuer, or

• (ii) a related person and the associates of the related person, exceeds 5% of the outstanding securities of the issuer.

The term “related person” is defined in NI 45-106 and generally refers to a director or executive officer of the issuer or of a related entity of the issuer, an associate of a director or executive officer of the issuer or of a related entity of the issuer, or a permitted assign of a director or executive officer of the issuer or of a related entity of the issuer. The term “permitted assign” includes a spouse of the person.

In accordance with the requirements of NI 45-106, the Board wishes to provide the following information with respect to the Plan so that the Shareholders may form a reasoned judgment concerning the Plan.

The purpose of the Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company to acquire Shares thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

Under the Plan, the aggregate number of optioned Shares that may be issued may not exceed 10% of the number of issued and outstanding Shares at the time of granting of options.

The Board has the discretion to grant options pursuant to the terms of the Plan. Options may be granted to eligible persons, being: directors, executive officers, employees or consultants.

Pursuant to the Plan, the exercise price at the time each option is granted, is subject to the following conditions: (a) if the Shares are listed on a stock exchange, then the exercise price for the options granted will not be less than the minimum prevailing price permitted by such stock exchange; (b) if the Shares are not listed, posted and trading on any stock exchange or quoted on any quotation system, then the exercise price for the options granted will be determined by the Board at the time of granting; and (c) in all other cases, the exercise price shall be determined in accordance with the applicable securities laws and policies of any applicable stock exchange.

The Board shall establish the expiry date for each option at the time such option is granted, subject to the following conditions: (a) the option will expire upon the occurrence of any termination event set out in the Plan; and (b) the expiry date cannot be longer than the maximum exercise period as determined by the applicable securities laws and policies of any applicable stock exchange.

All options granted under the Plan are non-transferable and non-assignable.

Options will expire immediately upon the optionee leaving his or her employment/office except that:

• (a) in the case of death of an optionee, any vested options held by the deceased at the date of death will become exercisable by the optionee’s estate until the earlier of one year after the date of death and the date of expiration of the term otherwise applicable to such option;

• (b) options granted to an optionee may be exercised in whole or in part by the optionee for a period of 30 days after the optionee ceases to be employed/provide services but only to the extent that such optionee was vested in the option at the date the optionee ceased to be employed/provide services; and

• (c) in the case of an optionee dismissed from employment/service for cause, such options, whether vested or not, will immediately terminate without right to exercise same.

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The Company must obtain approval of the Shareholders other than votes attaching to securities beneficially owned by related persons to whom securities may be issued as compensation or under that plan,

As of the date of this Information Circular, to the Company’s knowledge, a total of 5,891,000 Shares are held by officers and directors of the Company and will not be included for the purpose of determining whether Shareholder approval of the Plan has been obtained.

A copy of the Plan is attached as Schedule B to this Information Circular. A copy of the Plan is also available free of charge at the office of the Company, 372 Bay Street, Unit 301, Toronto, ON, M5H 2W9, during normal business hours up to and including the date of the Meeting.

Approval of Plan

The Board is requesting that Shareholders affirm, ratify and approve the Plan. Accordingly, at the Meeting, disinterested Shareholders will be asked to approve the following ordinary resolution (the “ Plan Resolution ”), which must be approved by at least a majority of the votes cast by disinterested Shareholders represented in person or by proxy at the Meeting who vote in respect of the Plan Resolution:

“ BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF DISINTERSTED SHAREHOLDERS THAT:

1. the Company’s Stock Option Plan (the “ Plan ”) in the form attached as Schedule B to the management information circular of the Company dated as of October 22, 2021, be and is hereby affirmed, ratified and approved;

2. the board of directors of the Company be authorized in its absolute discretion to administer the Plan and amend or modify the Plan in accordance with its terms and conditions and with the policies of the Exchange; and

3. any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to this resolution, including making any amendments to the Plan as may be required by regulatory authorities, without further approval of the shareholders of the Company.”

The form of the Plan Resolution set forth above is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the Plan Resolution.

Management of the Company recommends that disinterested Shareholders vote in favour of the Plan Resolution at the Meeting. It is the intention of the Designated Persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote such proxy FOR the Plan Resolution.

Approval of Continuance from British Columbia into Ontario

The Company was incorporated under the Business Corporations Act (British Columbia) (the “ BCBCA ”). Management wishes to effect the continuance (the “ Continuance ”) of the Company from the Province of British Columbia to the Province of Ontario. As a result of the Continuance, the Company will cease to be governed by the BCBCA and instead the Company will be governed by the Business Corporations Act (Ontario) (the “ OBCA ”).

If the Continuance is approved by Shareholders and implemented by the Board, the Company shall apply to and file all necessary documentation with the Registrar of Companies under the BCBCA for an authorization to continue into the Province of Ontario. Immediately following the receipt of the Registrar of Companies for British Columbia’s authorization, the Company shall apply for a certificate of continuance and file articles of continuance under the OBCA to continue the Company into Ontario. The articles of continuance will constitute the governing

• 23 -

instrument of the continued Company under the OBCA and the certificate of continuance issued by the Director under the OBCA will be deemed to be the certificate of incorporation of the continued Company.

In connection with the Continuance, the existing articles and notice of articles of the Company will be repealed and the Company will adopt articles and by-laws which are suitable for an Ontario corporation, but which in all material respects are similar to the current constating documents of the Company.

The Continuance will not result in any change in the business of the Company or its assets, liabilities or net worth, nor in the persons who constitute the Board and management. The Continuance is not a reorganization, an amalgamation or a merger.

Comparison of Rights under the OBCA and the BCBCA

The provisions of the OBCA dealing with shareholder rights and protections are generally comparable to those contained in the BCBCA. Shareholders of the Company will not lose any significant rights or protection as a result of the Continuance.

The following is a summary comparison of the provisions of the OBCA and the BCBCA which pertain to the rights of Shareholders. This summary is not intended to be exhaustive and does not cover all of the differences between the OBCA and the BCBCA affecting corporations and their shareholders and is qualified in its entirety by the complete text of the relevant provisions of the BCBCA and the OBCA.

Upon completion of the Continuance, the rights of the Shareholders of the Company will also be subject to the articles and by-laws of the Company, as set forth in further detail below. Shareholders should consult their legal advisors regarding all of the implications of the Continuance. Notwithstanding the alteration of shareholders’ rights and obligations under the OBCA and the articles of incorporation and by-laws for the Company, the Company will still be bound by the rules and policies of the TSXV as well as the applicable securities legislation.

Charter Documents

Under the BCBCA, the charter documents consist of a “notice of articles”, which sets forth the name of a company and the amount and type of authorized capital, and “articles” which govern the management of the company. The notice of articles is filed with the Registrar of Companies and the articles are filed only with the company’s records office.

Under the OBCA, a corporation has “articles”, which set forth the name of the corporation and the amount and type of authorized capital, and “by-laws” which govern the management of the Company. The articles are filed with the Director under the OBCA and the by-laws are filed with the Company’s registered and records office.

Therefore, the current articles of the Company, which are suitable for a company governed by the BCBCA, but not for a corporation governed by the OBCA, will have to be changed to new by-laws that are suitable for an Ontario corporation. Upon the Continuance becoming effective, the former articles of the Company will be repealed and replaced with the articles of continuance of the Company.

Sale of a Company’s Undertaking

The OBCA requires approval of the holders of two-thirds of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of the corporation. Holders of shares of a class or series can vote separately only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

Under the BCBCA, the directors of a company may dispose of all or substantially all of the business or undertaking of the company only if it is in the ordinary course of the company’s business or with shareholder approval

• 24 -

authorized by special resolution. Under the BCBCA, a special resolution requires the approval of a “special majority”, which means the majority specified in a company’s articles of at least two-thirds and not more than by three-quarters of the votes cast by those shareholders voting in person or by proxy at a general meeting of the company.

Amendments to the Charter Documents of a Company

Under the OBCA, substantive changes to the charter documents of a corporation require a resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class of shares are affected differently by the alteration than the rights of the holders of other classes of shares, a resolution passed by not less than two-thirds of the votes cast by the holders of all of the shares of a corporation, whether or not they carry the right to vote, and a special resolution of each such class, or series, as the case may be, even if such class or series is not otherwise entitled to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class of shares or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Changes to the articles of a company under the BCBCA will be affected by the type of resolution specified in the articles of the company, which, for many alterations, including change of name or alterations to the articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution. A right or special right attached to issued shares must not be prejudiced or interfered with unless, in addition to any resolution provided for by the articles, shareholders holding shares of the class or series to which the right or special rights is attached consent by a special separate resolution of those shareholders. A resolution authorizing a company to apply for continuation into another jurisdiction must be approved by a special resolution. A resolution approving an amalgamation of a BCBCA company generally requires adoption or approval of the amalgamation by a special resolution, or, if any shares of the company do not otherwise carry the rights to vote, by a resolution of the company’s shareholders passed by at least a special majority of the votes cast.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including shareholders on behalf of beneficial owners, who dissent from certain actions being taken by a company, may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to:

• alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on; adopt an amalgamation agreement;

• approve an amalgamation under Division 4 of Part 9 of the BCBCA;

• approve an arrangement, the terms of which arrangement permit dissent;

• authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking; and authorize the continuation of the company into a jurisdiction other than British Columbia.

The OBCA contains a similar dissent remedy, although the procedure for exercising this remedy is different from that contained in the BCBCA.

Oppression Remedies

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Under the OBCA, a shareholder, beneficial shareholder, former shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of a corporation or its affiliates effects a result, the business or affairs of a corporation or its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the corporation and its directors but also acts of an affiliate of the corporation and the affiliate’s directors, whereas under the BCBCA, the shareholder can only complain of actual or threatened oppressive conduct of the company l. In addition, under the BCBCA the applicant must bring the application in a “timely manner”, which is not required under the OBCA.

Shareholder Derivative Actions

Under the BCBCA, a shareholder, including a beneficial shareholder or a director of a company, and any other person whom the court considers to be an appropriate person to make an application, may, with leave of the court, bring an action in the name and on behalf of the company to enforce an obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a company.

A broader right to bring a derivative action is contained in the OBCA and this right extends to officers, former shareholders, directors or officers of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries.

Requisition of Meetings

The OBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

The BCBCA provides that shareholders of a company holding at least 5% of the issued voting shares of the company may requisition a general meeting for the purpose of transacting any business that may be transacted at a general meeting. The directors are required to call a general meeting to be held within 4 months after the receipt of the requisition. If the directors do not, within 21 days of receipt of the requisition, send notice of a general meeting, the requisitioning shareholders may send notice of a general meeting to be held to transact the business stated in the requisition.

Form of Proxy and Information Circular

The OBCA contains provisions which require the mandatory solicitation of proxies and delivery of a management proxy circular. The BCBCA does not contain provisions relating to mandatory solicitation of proxies and delivery of a management proxy circular. However, public companies such as the Company, are subject to applicable securities law requirements regarding proxy solicitation and management information circulars.

Place of Meetings

The OBCA provides that meetings of shareholders may be held either inside or outside Ontario as the directors may determine.

• 26 -

The BCBCA requires all meetings of shareholders to be held in British Columbia unless a location outside British Columbia is provided for in the company’s articles, the articles do not restrict meetings outside British Columbia and the location is approved by an ordinary resolution or by such other resolution as required by the articles or the location is approved in writing by the Registrar under the BCBCA before the meeting is held.

Board Composition

The OBCA requires that at least 25% of a corporation’s directors be resident Canadians. The BCBCA provides that a public company must have at least three directors but does not have any residency requirements for a company’s directors.

Continuance Resolution

At the Meeting, Shareholders will be asked to pass a special resolution authorizing the Board to implement the Continuance, substantially in the form of the following resolution:

“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF SHAREHOLDERS THAT:

1. The continuance of the Company out of British Columbia pursuant to Section 308 of the Business Corporations Act (British Columbia) (“ BCBCA ”) and into Ontario be and the same is hereby authorized and approved subject to the right of the directors to abandon the application without further approval of the Shareholders;

2. The Company is hereby authorized to apply to the Director under the Business Corporations Act (Ontario) (“ OBCA ”) for a certificate of continuance continuing the Company as if it had been incorporated under the laws of the Province of Ontario in accordance with the OBCA;

3. The Company is hereby authorized to submit an application pursuant to the BCBCA to the Registrar of Companies to authorize the Company to continue into Ontario; and

4. Any one (1) director or officer of the Company be and he the same is hereby authorized to take all such acts and proceedings and to execute and deliver all such applications, authorizations, certificates, documents and instruments, as in their opinion may be reasonably necessary or desirable for the implementation of this resolution.”

Management recommends that Shareholders vote in favour of the Continuance Resolution. In order to be effective, the Continuance Resolution must be passed by two-thirds (66�%) of the votes of the holders of Common Shares of the Company cast on the matter at the Meeting. In the absence of contrary instructions, the persons named in the enclosed Form of Proxy intend to vote for the passage of the Continuance Resolution.

Rights of Dissenting Shareholders

The proposed Continuance gives rise to a right of dissent under Section 238 of the BCBCA, the text of which is set forth in Schedule C to this Information Circular. If the Company completes the Continuance and the right of dissent is properly exercised by any of the Shareholders entitled to do so, the Company may be required to purchase for cash the Common Shares held by the dissenting Shareholder, at the fair value of those Common Shares immediately prior to the passing of the Continuance Resolution. The procedure for exercising the right of dissent is set forth in Schedule C and should be reviewed carefully.

The procedure to be followed by a Shareholder who intends to dissent from approval of the proposed Continuance is set out in Division 2 of Part 8 of the BCBCA. A dissenting Shareholder can require the Company to pay the fair value of the Shareholder’s Common Shares, determined as the fair value that such common shares had immediately before the passing of the special resolution approving the Continuance. The following description of

• 27 -

the rights of Shareholders to dissent is not a comprehensive statement of the procedures and is qualified in its entirety by reference to the full text of Sections 237 to 247 of Division 2 of Part 8 of the BCBCA, attached as Schedule C.

The following is only a summary of the dissenting shareholder provisions of the BCBCA, which are technical and complex. Persons who are Non-Registered Holders should contact the registered holder of such shares for assistance with exercising the dissent right. Shareholders wishing to exercise rights of dissent should seek their own legal advice since they may be prejudiced by failure to strictly comply with the applicable provisions of the BCBCA.

A Shareholder who wishes to invoke the provisions of Division 2 of Part 8 of the BCBCA must send the Company a written notice of dissent to the Continuance Resolution (the “ Notice of Dissent ”). The Notice of Dissent must be sent at least two days before the Meeting at which the Continuance is to be voted on. A Shareholder who wishes to dissent must set out in the Notice of Dissent if the Notice of Dissent is being given in respect of Common Shares beneficially owned by: (i) the Shareholder, or (ii) other persons who beneficially own Common Shares held by the Shareholder on whose behalf the Shareholder is dissenting. Each Notice of Dissent must comply with the requirements set out in Division 2 of Part 8 of the BCBCA.

The sending of a Notice of Dissent does not deprive a Shareholder of the right to vote on the Continuance at the Meeting, but a vote either in person or by proxy against the Continuance does not constitute a Notice of Dissent. A vote in favour of the Continuance will deprive the Shareholder of further rights under Division 2 of Part 8 of the BCBCA. A dissenting Shareholder, however, may vote as a proxy for a Shareholder whose proxy required an affirmative vote, without affecting his or her right to exercise dissent rights.

If the Company receives a Notice of Dissent and intends to or has acted on the authority of the Continuance Resolution, the Company will promptly send a notice (the “ Notice of Intention to Proceed ”) to the dissenting Shareholder. To complete the dissent, the dissenting Shareholder must send the specified statements, as applicable, and the share certificates representing the subject Common Shares (the “ Notice Shares ”) in accordance with Section 244 of the BCBCA within one month of the date of the Notice of Intention to Proceed, following which the dissenting Shareholder may not vote, or exercise or assert any rights of a shareholder in respect of the Notice Shares, except as otherwise provided by the BCBCA. The Company and the dissenting Shareholder may agree on the payout value of the Notice Shares or, if no agreement is made, either the Company or the dissenting Shareholder may make an application to the Supreme Court of British Columbia (the “ Court ”) to fix the payout value of the Notice Shares. In connection with the application, the Court may join in the application each dissenting Shareholder who has not agreed with the Company on the amount of the payout value of the Notice Shares and make consequential orders and give directions as it considers appropriate.

Promptly after a determination of the payout value of the Notice Shares has been made by the Court or by agreement, the Company must either pay that amount to the dissenting Shareholder or send a notice to the dissenting Shareholder that the Company is unable lawfully to pay dissenting Shareholders for their Common Shares if the Company is insolvent or if the payment would render the Company insolvent. If the dissenting Shareholder receives a notice that the Company is unable to lawfully pay dissenting Shareholders for their shares, the dissenting Shareholder may, within 30 days after receipt, withdraw his or her Notice of Dissent. If the Notice of Dissent is not withdrawn, the dissenting Shareholder remains a claimant against the Company to be paid as soon as the Company is lawfully able to do so or, in a liquidation to be ranked subordinate to the rights of creditors of the Company but in priority to its Shareholders.

A dissenting Shareholder who properly exercises the dissent rights by strictly complying with all of the procedures (“ Dissent Procedures ”) required to be complied with by a dissenting Shareholder, will cease to have any rights as a Shareholder other than the right to be paid the fair value of the Common Shares by the Company in accordance with the Dissent Procedures. However, if a dissenting Shareholder seeks to exercise the dissent rights under the BCBCA but does not properly comply with each of the Dissent Procedures required to be complied with by a dissenting Shareholder that Shareholder loses the right to dissent.

• 28 -

A dissenting Shareholder may, with the written consent of the Company, at any time prior to the payment to the dissenting Shareholder of the full amount of money to which the dissenting Shareholder is entitled, abandon such dissenting Shareholder’s dissent to the Continuance by giving written notice to the Company, withdrawing the Notice of Dissent not later than two days before the Meeting.

Shareholders who intend to exercise Dissent Rights should seek legal advice and carefully consider and comply with the provisions of the Dissent Rights. Failure to comply with the applicable Dissent Rights provisions and to adhere to the procedures established therein may result in the loss of the Dissent Rights in respect of the Continuance Resolution. Shareholders should be aware that simply voting against the Continuance Resolution at the Meeting does not constitute the exercise of Dissent Rights.

ADDITIONAL INFORMATION

Shareholders may contact the Company at its office by mail at 372 Bay Street, Unit 301, Toronto, ON, M5H 2W9, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “ MD&A ”). Financial information is provided in the Company’s audited financial statements and MD&A for the most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available on SEDAR.

OTHER MATTERS

Other than the above, management of the Company know of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

Dated at Toronto, Ontario this 22[nd] day of October, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS OF

ADVANCE UNITED HOLDINGS INC.

“James Atkinson” James Atkinson Chief Executive Officer and Director

SCHEDULE A

AUDIT COMMITTEE CHARTER

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SCHEDULE B

STOCK OPTION PLAN

ADVANCED UNITED HOLDINGS INC. (FORMERLY RIPPER RESOURCES LTD.)

INCENTIVE STOCK OPTION PLAN

PART 1 INTERPRETATION

• 1.1 Definitions. In this Plan, the following words and phrases shall have the following meanings:

• (a) “ Affiliate ” means a company that is a parent or Subsidiary of the Company, or that is controlled by the same person as the Company;

• (b) “ Board ” means the board of directors of the Company or any committee thereof duly empowered and authorized to grant Options under this Plan;

• (c) “ Change of Control ” means the occurrence of any one of the following events:

  • (i) there is a report filed with any securities commission or securities regulatory authority in Canada, disclosing that any offeror (as the term “offeror” is defined in Section 1.1 of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) has acquired beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, any shares of capital stock of any class of the Company carrying voting rights under all circumstances (the “ Voting Shares ”), that, together with the offeror’s securities would constitute Voting Shares of the Company representing more than 50% of the total voting power attached to all Voting Shares of the Company then outstanding,

  • (ii) there is consummated any amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company: (1) in which the Company is not the continuing or surviving corporation, or (2) pursuant to which any Voting Shares of the Company would be reclassified, changed or converted into or exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company in which the holders of the Voting Shares of the Company immediately prior to such amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction have, directly or indirectly, more than 50% of the Voting Shares of the continuing or surviving corporation immediately after such transaction,

  • (iii) any person or group of persons shall succeed in having a sufficient number of its nominees elected as directors of the Company such that such nominees, when added to any existing directors of the Company, will constitute a majority of the directors of the Company, or

  • (iv) there is consummated a sale, transfer or disposition by the Company of all or substantially all of the assets of the Company,

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provided that an event shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Company’s organization or to create a holding company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such event;

• (d) “ Company ” means Advanced United Holdings Inc.;

• (e) “ Consultant ” means an individual or Consultant Company, other than an Employee, Director or Officer, that:

• (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate, other than services provided in relation to a distribution of securities,

• (ii) provides such services under a written contract between the Company or an Affiliate,

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate, and

• (iv) has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company;

• (f) “ Consultant Company ” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;

• (g) “ CSE ” means the Canadian Securities Exchange;

• (h)

• “ Director ” means a director of the Company or a Subsidiary;

• (i) “ Disability ” means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent the Optionee from permanently:

• (i) being employed or engaged by the Company, an Affiliate or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or an Affiliate, or

• (ii) acting as a director or officer of the Company or an Affiliate,

and “ Date of Disability ” means the effective date of the Disability as determined by the Board in its sole and unfettered discretion;

• (j) “ Eligible Person ” means a bona fide Director, Officer, Employee or Consultant, or a corporation wholly owned by such Director, Officer, Employee or Consultant;

• (k) “ Employee ” means:

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• (i) an individual who is considered an employee of the Company or an Affiliate under the Income Tax Act (and for whom income tax, employment insurance and CPP deductions must be made at source);

• (ii) an individual who works full-time for the Company or an Affiliate providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

• (iii) an individual who works for the Company or an Affiliate on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

• (l) “ Exchange ” means the CSE or any other stock exchange on which the Shares are listed for trading;

• (m) “ Exchange Policies ” means the policies, bylaws, rules and regulations of the Exchange governing the granting of options by the Company, as amended from time to time;

• (n) “ Exercise Price ” means the amount payable per Share on the exercise of an Option, as determined in accordance with the terms hereof;

• (o) “ Expiry Date ” means 5:00 p.m. (Vancouver time) on the day on which an Option expires as specified in the Option Agreement therefor or in accordance with the terms of this Plan;

• (p) “ Grant Date ” for an Option means the date of grant thereof by the Board;

• (q) “ Income Tax Act ” means the Income Tax Act (Canada), as amended from time to time;

• (r) “ Insider ” has the meaning ascribed thereto in the Securities Act;

• (s) “ Investor Relations Activities ” means any activities or communications, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

• (i) the dissemination of information or preparation of records in the ordinary course of business of the Company:

  • (A) to promote the sale of products or services of the Company, or

  • (B) to raise public awareness of the Company,

  • that cannot reasonably be considered to promote the purchase or sale of

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securities of the Company,

  - (ii) activities or communications necessary to comply with the requirements of:

     - (A) applicable Securities Laws,

     - (B) the Exchange, or

     - (C) the bylaws, rules or other regulatory instruments of any self-regulatory body or exchange having jurisdiction over the Company; or

  - (iii) activities or communications that may be otherwise specified by the Exchange;

• (t) “ Option ” means the right to purchase Shares granted hereunder to an Eligible Person;

• (u) “ Option Agreement ” means the stock option agreement between the Company and an Eligible Person whereby the Company provides notice of grant of an Option to such Eligible Person;

• (v) “ Optioned Shares ” means Shares that may be issued in the future to an Eligible Person upon the exercise of an Option;

• (w) “ Optionee ” means the recipient of an Option hereunder, their heirs, executors and administrators;

• (x) “ Officer ” means any senior officer of the Company or an Affiliate;

• (y) “ Plan ” means this incentive stock option plan, as amended from time to time;

• (z) “ Securities Act ” means the Securities Act (British Columbia), as amended from time to time;

• (aa) “ Securities Laws ” means the applicable acts, policies, bylaws, rules and regulations of the securities commissions governing the granting of Options by the Company, as amended from time to time;

• (bb) “ Shares ” means the common shares in the capital of the Company, provided that, in the event of any adjustment pursuant to Section 4.7, “Shares” shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment; and

• (cc) “ Subsidiary ” has the meaning ascribed thereto in the Securities Act.

• 1.2 Gender. Throughout this Plan, whenever the singular or masculine or neuter is used, the same shall be construed as meaning the plural or feminine or body politic or corporate, and vice-versa as the context or reference may require.

• 1.3 Currency. Unless otherwise indicated, all dollar amounts referred to in this Plan are in Canadian funds.

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• 1.4 Interpretation. This Plan will be governed by and construed in accordance with the laws of the Province of British Columbia without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

PART 2 PURPOSE

• 2.1 Purpose. The purpose of this Plan is to attract and retain Directors, Officers, Employees and Consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through Options granted under this Plan.

PART 3 GRANTING OF OPTIONS

• 3.1 Establishment of Plan. This Plan is hereby established to recognize contributions made by Eligible Persons and to create an incentive for their continuing assistance to the Company and its Affiliates.

• 3.2 Eligibility. Options to purchase Shares may be granted hereunder to Eligible Persons from time to time by the Board.

• 3.3 Options Granted Under the Plan. All Options granted under the Plan will be evidenced by an Option Agreement in such form determined by the Board setting forth the number of Optioned Shares, the term of the Option, the vesting terms, if any, the Exercise Price and such other terms as determined by the Board.

• 3.4 Terms Incorporated. Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Agreement made hereunder. In the event of any discrepancy between this Plan and an Option Agreement, the provisions of this Plan shall govern.

• 3.5 Limitations on Shares Available for Issuance. Unless authorized by the shareholders of the Company in accordance with applicable Securities Laws, the number of Shares reserved for issuance under this Plan, together with all of the Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not exceed 10% of the total number of issued Shares of the Company (calculated on a nondiluted basis) at the time an Option is granted.

• 3.6 Options Not Exercised. In the event an Option granted under the Plan expires unexercised, is terminated or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be available again for an grant under this Plan.

• 3.7 Acceleration of Unvested Options. If there is a Change of Control, then all outstanding Options, whether fully vested and exercisable or remaining subject to vesting provisions or other limitations on exercise, shall be exercisable in full.

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• 3.8 Powers of the Board. The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

• (a) allot Shares for issuance in connection with the exercise of Options;

• (b) grant Options hereunder;

• (c) subject to appropriate shareholder and regulatory approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the written consent of all applicable Optionees, alter or impair any Option previously granted under the Plan;

• (d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do; and

• (e) may in its sole discretion amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Eligible Persons (before a particular Option is granted) subject to the other terms hereof.

PART 4 TERMS AND CONDITIONS OF OPTIONS

• 4.1 Exercise Price. The Board shall establish the Exercise Price at the time each Option is granted, subject to the following conditions:

• (a) if the Shares are listed on an Exchange, then the Exercise Price for the Options granted will not be less than the minimum prevailing price permitted by the Exchange;

• (b) if the Shares are not listed, posted and trading on any stock exchange or quoted on any quotation system, then the Exercise Price for the Options granted will be determined by the Board at the time of granting; and

• (c) in all other cases, the Exercise Price shall be determined in accordance with the applicable Securities Laws and Exchange Policies.

• 4.2 Term of Option. The Board shall establish the Expiry Date for each Option at the time such Option is granted, subject to the following conditions:

• (a) the Option will expire upon the occurrence of any event set out in Section 4.6 and at the time period set out therein; and

• (b) the Expiry Date cannot be longer than the maximum exercise period as determined by the applicable Securities Laws and Exchange Policies.

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• 4.3 Automatic Extension of Term of Option. The Expiry Date will be automatically extended if the Expiry Date falls within a blackout period during which the Company prohibits Optionees from exercising their Options, provided that:

• (a) the blackout period has been formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information (as defined in applicable Securities Laws and Exchange Policies);

• (b) the blackout period expires upon the general disclosure of the undisclosed material information and the expiry date of the affected Options is extended to no later than ten (10) business days after the expiry of the blackout period; and

• (c) the automatic extension will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

4.4 Vesting of Options.

• (a) No Option shall be exercisable until it has vested. The Board shall establish a vesting period or periods at the time each Option is granted to an Eligible Person, subject to the compliance with applicable Securities Laws and Exchange Policies.

• (b) If no vesting schedule is specified at the time of grant and the Optionee is not performing Investor Relations Activities, the Option shall vest immediately.

• 4.5 Non Assignable. Subject to Section 4.6, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

• 4.6 Termination of Option. Unless the Board determines otherwise, the Options will terminate in the following circumstances:

• (a) Termination of Services For Cause. If the engagement of the Optionee as a Director, Officer, Employee or Consultant is terminated for cause (as determined by common law), any Option granted hereunder to such Optionee shall terminate and cease to be exercisable immediately upon the Optionee ceasing to be a Director, Officer, Employee or Consultant by reason of termination for cause;

• (b) Termination of Services Without Cause or Upon by Resignation. If the engagement of the Optionee as a Director, Officer, Employee or Consultant of the Company is terminated for any reason other than cause (as determined by common law), disability or death, or if such Director, Officer, Employee, or Consultant resigns, as the case may be, the Optionee may exercise any Option granted hereunder to the extent that such Option was exercisable and had vested on the date of termination until the date that is the earlier of (i) the Expiry Date, and (ii) the date that is 30 days after the effective date of the Optionee ceasing to be a Director, Officer, Employee or Consultant for such reason or because of such resignation;

• (c) Death. If the Optionee dies, the Optionee’s lawful personal representatives, heirs or executors may exercise any Option granted hereunder to the Optionee to the extent

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such Option was exercisable and had vested on the date of death until the earlier of (i) the Expiry Date, and (ii) one year after the date of death of such Optionee;

• (d) Disability. If the Optionee ceases to be an Eligible Person due to his Disability, or, in the case of an Optionee that is a company, the Disability of the person who provides management or consulting services to the Company or to an Affiliate, the Optionee may exercise any Option granted hereunder to the extent that such Option was exercisable and had vested on the Date of Disability until the earlier of (i) the Expiry Date, and (ii) the date that is one year after the Date of Disability; and

• (e) Changes in Status of Eligible Person. If the Optionee ceases to be one type of Eligible Person but concurrently is or becomes one or more other type of Eligible Person, the Option will not terminate but will continue in full force and effect and the Optionee may exercise the Option until the earlier of (i) the Expiry Date, and (ii) the applicable date set forth in Sections 4.6(a) to 4.6(d) above where the Optionee ceases to be any type of Eligible Person. If the Optionee is an Employee, the Option will not be affected by any change of the Optionee’s employment where the Optionee continues to be employed by the Company or an Affiliate.

• 4.7 Adjustment of the Number of Optioned Shares. The number of Optioned Shares subject to an Option will be subject to adjustment in the events and in the manner following:

• (a) Following the date an Option is granted, the exercise price for and the number of Optioned Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion thereof, in the events and in accordance with the provisions and rules set out in this Section 4.7, with the intent that the rights of Optionees under their Options are, to the extent possible, preserved and maintained notwithstanding the occurrence of such events. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Board, and any such determination will be binding on the Company, the Optionee and all other affected parties.

• (b) If there is a change in the outstanding Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in:

  • (i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;

  • (ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and

  • (iii) the vesting of any Options, including the accelerated vesting thereof on conditions the Board deems advisable, and if the Company undertakes an arrangement or is amalgamated, merged or combined with another

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corporation, the Board shall make such provision for the protection of the rights of Optionees as it shall deem advisable.

• (c) If the outstanding Shares are changed into or exchanged for a different number of shares or into or for other securities of the Company or securities of another company or entity, in a manner other than as specified in Section 4.6(b), then the Board, in its sole discretion, may make such adjustment to the securities to be issued pursuant to any exercise of the Option and the exercise price to be paid for each such security following such event as the Board in its sole and absolute discretion determines to be equitable to give effect to the principle described in Section 4.7, and such adjustments shall be effective and binding upon the Company and the Optionee for all purposes.

• (d) No adjustment provided in this Section 4.7 shall require the Company to issue a fractional share and the total adjustment with respect to each Option shall be limited accordingly.

• (e) The grant or existence of an Option shall not in any way limit or restrict the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

PART 5

COMMITMENT AND EXERCISE PROCEDURES

• 5.1 Option Agreement. Upon grant of an Option hereunder, an authorized director, officer or agent of the Company will deliver to the Optionee an Option Agreement detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof.

• 5.2 Manner of Exercise. An Optionee who wishes to exercise his Option, in its entirety or any portion thereof, may do so by delivering:

• (a) a notice of exercise to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

• (b) cash, a certified cheque or a bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

• 5.3 Subsequent Exercises. If an Optionee exercises only a portion of the total number of his Options, then the Optionee may, from time to time, subsequently exercise all or part of the remaining Options until the Expiry Date.

• 5.4 Delivery of Certificate and Hold Periods. As soon as practicable after receipt of the Notice of Exercise described in Section 5.2 and payment in full for the Optioned Shares being received by the Company, the Company will or will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. Such certificate issued may bear a

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legend stipulating any resale restrictions required under applicable Securities Laws and Exchange Policies.

• 5.5 Withholding. The Company may withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the Company to comply with the applicable requirements of any federal, provincial, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to options (the “ Withholding Obligations ”). The Company may also satisfy any liability for the Withholding Obligations, on such terms and conditions as the Company may determine in its discretion, by:

• (a) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Company may require so that the Company can satisfy the Withholding Obligations including, without limitation, requiring the Optionee to remit to the Company in advance, or reimburse the Company for, the Withholding Obligations; or

• (b) selling on the Optionee’s behalf, or requiring the Optionee to sell, Optioned Shares acquired by the Optionee under the Plan, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

PART 6 AMENDMENTS

• 6.1 Amendment of the Plan. The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate the Plan with respect to all Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan will be subject to shareholder approval, if applicable, and any necessary regulatory approvals. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.

• 6.2 Amendment of Outstanding Options. The Board may amend any Option with the consent of the affected Optionee and the Exchange, if required, including any shareholder approval required by the Exchange Policies or applicable Securities Laws.

• 6.3 Amendment Subject to Approval. If the amendment of an Option requires shareholder or regulatory approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.

PART 7 GENERAL

• 7.1 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement. If the Optionee retires, resigns or is terminated from employment or engagement with the Company or Affiliate, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Optioned Shares, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

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• 7.2 Employment and Services. Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

• 7.3 No Rights as Shareholder. Nothing contained in this Plan nor in any Option granted thereunder shall be deemed to give any Optionee any interest or title in or to any Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Plan and pursuant to the exercise of any Option in accordance with the provisions of the Plan and the Option Agreement.

• 7.4 No Representation or Warranty. The Company makes no representation or warranty as to the future market value of Optioned Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Optioned Shares issuable thereunder or the tax consequences to a Optionee. Compliance with applicable Securities Laws as to the disclosure and resale obligations of each Optionee is the responsibility of such Optionee and not the Company.

• 7.5 Other Arrangements. Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.

• 7.6 No Fettering of Discretion. The awarding of Options under this Plan is a matter to be determined solely in the discretion of the Board. This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Shares or any other securities in the capital of the Company or any of its Affiliates other than as specifically provided for in this Plan.

PART 8

EFFECTIVE DATE OF PLAN

• 8.1 Effective Date. This Plan shall become effective upon its approval by the Board.

SCHEDULE C

DISSENTING RIGHTS

SCHEDULE "C"

DISSENT RIGHTS

Business Corporations Act (British Columbia)

Part 8, Division 2 Dissent Proceedings,

Sections237-247

Definitions and application237 (1)

In this Division:

• “ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

• “ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“ payout value ” means,

• (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

• (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

• (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

• (e) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

• (2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

• (a) the court orders otherwise, or

• (b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

• (a) under section 260, in respect of a resolution to alter the articles

• (i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

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• (ii)without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91;

• (b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

• (c) under section 287, in respect of a resolution to approve an amalgamation under Division 4of Part 9;

• (d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

• (e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

• (f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

• (g) in respect of any other resolution, if dissent is authorized by the resolution;

• (h) in respect of any court order that permits dissent.

• (2) A shareholder wishing to dissent must

• (a) prepare a separate notice of dissent under section 242 for

• (i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

• (ii)each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

• (b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

• (c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

• (3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

• (a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

• (b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

• (2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

• (a) provide to the company a separate waiver for

  • (i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

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  • (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

• (b) identify in each waiver the person on whose behalf the waiver is made.

• (3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

• (a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

• (b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

• (4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and

• (b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

• (2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and

• (b) a statement advising of the right to send a notice of dissent.

• (3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after

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the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

• (a) a copy of the resolution,

• (b) a statement advising of the right to send a notice of dissent, and

• (c) if the resolution has passed, notification of that fact and the date on which it was passed.

• (4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

• (a) a copy of the entered order, and

• (b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) or (1.1) must,

• (a)if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

• (b)if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

• (c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

  • (i) the date on which the shareholder learns that the resolution was passed, and

  • (ii)the date on which the shareholder learns that the shareholder is entitled to dissent.

• (2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

• (a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

• (b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

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• (3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

• (a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

• (b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

• (4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

• (a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

• (b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

• (i) the names of the registered owners of those other shares,

• (ii)the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

• (iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

• (c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

• (i) the name and address of the beneficial owner, and

• (ii)a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

• (5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

• (a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

• (i) the date on which the company forms the intention to proceed, and

• (ii)the date on which the notice of dissent was received, or

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• (b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

• (2) A notice sent under subsection (1) (a) or (b) of this section must

• (a) be dated not earlier than the date on which the notice is sent,

• (b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

• (c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

• (a) a written statement that the dissenter requires the company to purchase all of the notice shares,

• (b) the certificates, if any, representing the notice shares, and

• (c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

• (2) The written statement referred to in subsection (1) (c) must

• (a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

• (b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

  • (i) the names of the registered owners of those other shares,

  • (ii)the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

  • (iii) that dissent is being exercised in respect of all of those other shares.

• (3) After the dissenter has complied with subsection (1),

• (a) the dissenter is deemed to have sold to the company the notice shares, and

• (b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

• (4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

• (5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with

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respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

• (6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

• (a) promptly pay that amount to the dissenter, or

• (b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

• (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

• (b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

• (c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2)(a) of this section, the company must

• (d) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

• (e) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

• (a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

• (b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

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• (5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

• (a) the company is insolvent, or

• (b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled undersection 245 in relation to those notice shares, any of the following events occur:

• (a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

• (b) the resolution in respect of which the notice of dissent was sent does not pass;

• (c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

• (d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

• (e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

• (f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

• (g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

• (h) the notice of dissent is withdrawn with the written consent of the company;

• (i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

• (a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

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• (b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a

• shareholder, in respect of the notice shares, and

• (c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in with, this Division.