Aether Global Innovations Corp. - Proxy Solicitation & Information Statement 2020

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ROYAL NICKEL CORPORATION

NOTICE AND MANAGEMENT INFORMATION CIRCULAR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2020

MAY 8, 2020

ROYAL NICKEL CORPORATION NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of shareholders of Royal Nickel Corporation (the " Corporation ") will be held on June 11, 2020 at 10:00 a.m. (Toronto time).

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/233424430. Shareholders will have an equal opportunity to participate at the annual meeting online regardless of their geographic location.

The Meeting will be held for the following purposes:

to receive the audited financial statements of the Corporation for the year ended December 31, 2019, together with the auditors' report thereon;
to elect the directors of the Corporation;
to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles of incorporation to change the name of the Corporation to "Karora Resources Inc.", as more particularly described in the accompanying management information circular of the Corporation;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles of incorporation to consolidate the common shares of the Corporation on such basis as the directors of the Corporation may determine, provided that the consolidation shall not be greater than on a 11-to-one basis, as more particularly described in the accompanying management information circular of the Corporation; and
to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. If you are not able to attend the Meeting online, please exercise your right to vote by signing and returning the enclosed form of proxy, if by mail or delivery, to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department, so as to arrive not later than 10:00 a.m. (Toronto time) on the second business day preceding the date of the Meeting or any postponement or adjournment thereof. The time limit for the deposit of proxies may be waived or extended by the chairman of the Meeting at his discretion, without notice. You may also vote by telephone or via the Internet by following the instructions on the form of proxy. If you vote by telephone or via the Internet, completion or return of the proxy form is not needed. If you execute the form of proxy you may still attend the Meeting. Only registered shareholders and duly appointed proxyholders may vote in person at the Meeting.

The Corporation is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

BY ORDER OF THE BOARD

(signed) Paul Huet

Toronto, Ontario May 8, 2020

Paul Huet Chairman and Chief Executive Officer

Page GENERAL PROXY INFORMATION ..................................................................................................................... 1 Solicitation of Proxies ......................................................................................................................................... 1 Virtual Meeting ................................................................................................................................................... 1 Appointment and Revocation of Proxies ............................................................................................................. 2 Exercise of Discretion ......................................................................................................................................... 2 Advice to Beneficial Holders of Common Shares ................................................................................................ 2 Record Date ........................................................................................................................................................ 3 Voting Securities and Principal Holders Thereof ................................................................................................. 3 Interest of Certain Persons in Matters to be Acted Upon...................................................................................... 4 Information Incorporated by Reference ............................................................................................................... 4 BUSINESS OF THE MEETING .............................................................................................................................. 4 Election of Directors ........................................................................................................................................... 4 Appointment of Auditors .................................................................................................................................... 7 Name Change ..................................................................................................................................................... 7 Share Consolidation ............................................................................................................................................ 8 Certain Risk Factors Associated with the Share Consolidation .......................................................................... 10 STATEMENT OF EXECUTIVE COMPENSATION ............................................................................................ 11 Compensation Discussion and Analysis ............................................................................................................ 11 Performance Graph ........................................................................................................................................... 15 Short-Term Incentive Awards - Performance Scores ......................................................................................... 16 Long-Term Incentives – Target Awards and Payout Amounts ........................................................................... 21 NEO Summary Compensation Table ................................................................................................................. 21 Incentive Plan Awards ...................................................................................................................................... 26 Termination and Change of Control Benefits .................................................................................................... 29 Clawback Policy ............................................................................................................................................... 31 Shareholder Engagement Policy ........................................................................................................................ 32 Director Compensation ..................................................................................................................................... 32 OTHER INFORMATION ...................................................................................................................................... 36 Securities Authorized for Issuance Under Equity Compensation Plans .............................................................. 36 Indebtedness of Directors and Executive Officers ............................................................................................. 37 Interest of Informed Persons in Material Transactions ....................................................................................... 37 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ......................................................................... 37 Board of Directors ............................................................................................................................................ 37 Board Mandate ................................................................................................................................................. 38 Other Board Committees ................................................................................................................................... 40 NORMAL COURSE ISSUER BID ........................................................................................................................ 42 ADDITIONAL INFORMATION ........................................................................................................................... 42 DIRECTORS' APPROVAL.................................................................................................................................... 43 APPENDIX A CHARTER OF THE BOARD OF DIRECTORS .............................................................................. 1 APPENDIX B NAME CHANGE AUTHORIZING RESOLUTION......................................................................... 1 APPENDIX C CONSOLIDATION AUTHORIZING RESOLUTION ..................................................................... 1

ROYAL NICKEL CORPORATION

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (this "Circular") is furnished in connection with the solicitation by management of Royal Nickel Corporation ("RNC" or the "Corporation") of proxies to be used at the annual and special meeting (the "Meeting") of the shareholders of the Corporation on June 11, 2020 at 10:00 a.m. (Toronto time), and at all postponements or adjournments thereof, for the purposes set forth in the notice of the Meeting that accompanies this Circular (the "Notice of Meeting"). The Meeting will be held in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the Meeting online is provided below. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of the Corporation. Such persons will not receive any extra compensation for such activities. The Corporation may also retain, and pay a fee to, one or more proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting. The total cost of the solicitation will be borne directly by the Corporation.

Virtual Meeting

RNC is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person.

Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including nonregistered shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

Guests, including non-registered beneficial shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

Log in online at https://web.lumiagm.com/233424430. We recommend that you log in at least one hour before the Meeting starts.
Click "Login" and then enter your Control Number (see below) and Password "royal2020".

Click "Guest" and then complete the online form.

Registered shareholders : The control number located on the form of proxy or in the email notification you received is your Control Number.

Duly appointed proxyholders : Computershare Investor Services Inc. (the " Transfer Agent ") will provide the proxyholder with a Control Number by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in " Appointment and Revocation of Proxies " below.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from the Transfer Agent containing a username.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A shareholder has the right to appoint a person (who need not be a shareholder of the Corporation) other than the persons specified in such form of proxy to attend and act on behalf of such shareholder at the Meeting. Such right may be exercised by striking out the names of the persons specified in the form of proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy, signing the form of proxy and returning it in the manner set forth in the form of proxy. In order to receive a username, shareholders must also register their duly appointed proxyholder after that have submitted their form of proxy by visiting https://www.computershare.com/RoyalNickel by 10:00 a.m. June 9, 2020 and provide the Transfer Agent with their proxyholder’s contact information, so that the Transfer Agent may provide the proxyholder with a Username via email.

A shareholder who has given a proxy may revoke it (i) by depositing an instrument in writing, including another completed form of proxy, executed by such shareholder or shareholder's attorney authorized in writing either at the registered office of the Corporation at any time up to and including the last business day preceding the date of the Meeting or any adjournment or postponement thereof, or if you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy, or (ii) in any other manner permitted by law.

If a you are using a 15-digit control number to login to the online meeting and accepts the terms and conditions, the shareholder or duly appointed proxyholder will be revoking any and all previously submitted proxies. In such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

Exercise of Discretion

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions contained therein. If the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such specifications, such shares will be voted FOR each of the matters referred to herein.

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

The time limit for the deposit of proxies may be waived or extended by the chairman of the Meeting at his discretion, without notice.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many holders of common shares, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who do not hold their common shares in their own name (referred to herein as " Beneficial Shareholders ") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those common shares will not be registered in the shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. More particularly, a person is a Beneficial Shareholder in respect of common shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the common shares (intermediaries include,

among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (" CDS ")), of which the intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific voting instructions, brokers and their nominees are prohibited from voting common shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person or that the common shares are duly registered in their name.

Applicable Canadian securities 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 common shares are voted at the Meeting.

In Canada, the majority of brokers now delegate responsibility for obtaining voting instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (" Broadridge "). Broadridge typically supplies a voting instruction form (" VIF ") and asks Beneficial Shareholders to return the completed forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder receiving such a form from Broadridge cannot use that form to vote common shares directly at the Meeting. The form must be returned to Broadridge well in advance of the Meeting in order to have the common shares voted. Beneficial Shareholders who appoint themselves as a proxyholder MUST register with the Transfer Agent at https://www.computershare.com/RoyalNickel after submitting their voting instruction form in order to receive a Username.

In addition, the Corporation has decided to take advantage of certain provisions of applicable securities regulatory requirements that permit it to deliver meeting materials directly to non-objecting beneficial owners. These materials are being sent to both registered and non-registered owners of common shares. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result, you can expect to receive a scannable VIF from the Corporation's Transfer Agent. These VIFs are to be completed and returned to the Transfer Agent in the envelope provided. In addition, the Transfer Agent provides both telephone voting and Internet voting as described on the VIF. The Transfer Agent will tabulate the results of the VIFs received and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

Record Date

The directors have fixed May 11, 2020, as the record date for the determination of shareholders entitled to receive notice of the Meeting. Only shareholders of record on such record date are entitled to vote at the Meeting.

Voting Securities and Principal Holders Thereof

The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of special shares, issuable in series. As of the date of this Circular, there were 610,577,301 common shares and nil special shares of the Corporation issued and outstanding. Each holder of common shares as of the record date is entitled to one vote in respect of each common share held by such holder.

To the knowledge of the directors and executive officers of the Corporation, based on publicly available information as of the date of this Circular, no person beneficially owns, or controls or directs, directly or indirectly, common shares carrying 10% or more of the voting rights attached to common shares of the Corporation.

Interest of Certain Persons in Matters to be Acted Upon

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of common shares or otherwise, of any director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, of any proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any such person, in any matter to be acted upon at the Meeting (other than the election of directors).

Information Incorporated by Reference

This Circular incorporates by reference information disclosed in the annual information form of the Corporation dated as of March 27, 2020 (the " Annual Information Form "), which is available on SEDAR (www.sedar.com) under RNC's issuer profile. Upon request, the Corporation will promptly provide a copy of the Annual Information Form free of charge to a shareholder of the Corporation.

All dollar amounts referred to in this Circular are in Canadian dollars unless otherwise stated.

BUSINESS OF THE MEETING

Election of Directors

Management Nominees

In accordance with the Articles of incorporation of the Corporation (the " Articles ") and By-laws of the Corporation, the board of directors of the Corporation (the " Board ") must be comprised of a minimum of three (3) directors and a maximum of ten (10) directors. At the Meeting, it is proposed that the directors whose names are set forth below be elected to the Board. Each nominee for election as a director is currently a director of the Corporation. All directors elected will hold office until the next annual and special meeting of shareholders of the Corporation or until their successors are elected or appointed.

On November 9, 2012, the Board approved in principle the adoption of a majority voting policy relating to the election of directors and, on March 26, 2013, the Board adopted a majority voting policy. The policy stipulates that, except in a contested meeting, if a director nominee receives a greater number of votes withheld for his or her election than votes for his or her election, the nominee will submit his or her resignation promptly after the Meeting. Absent exceptional circumstances, the Board will accept the resignation. The Board's decision to accept or reject the resignation offer will be disclosed to the public. Subject to certain exceptions, the nominee will not participate in any committee or Board deliberations on the resignation offer. The Corporation is entitled to nominate only those candidates for election or re-election as directors who agree, prior to their nomination, to tender their resignations in accordance with the terms of the policy. Each of the proposed nominees listed in the table below has agreed to comply with the terms of the policy.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be withheld from voting for one or more nominees in the election of directors, the persons named in the enclosed form of proxy intend to vote FOR the election of each of the nominees whose names are set forth below.

The table sets forth below lists, with respect to each of the persons proposed to be nominated for election as directors the: name; province/state and country of residence; the present principal occupation, business or employment; a brief biographical description; the date on which the person became a director of the Corporation; the person's independence as a member of the Board; committee membership; attendance at meetings of the Board; the number of common shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly; the number of stock options and other share-based awards held, all as at the date hereof.

Nominees for Election as Directors	Number of Common Shares(1)	Number of Options(2)	Number of Awards(2)
PAUL HUET Chairman and Chief Executive Officer Nevada, USA Director since November 19, 2018 Non-Independent Director Committee membership: Technical, Health Safety; and Sustainability Committee. Board meetings attended in 2019: 100% (14 of 14)	162,085	1,639,000	2,821,701 RSUs
	Mr. Huet is the Chairman and Chief Executive Officer of the Corporation. Mr. Huet served as the Executive Chairman from February 25, 2019 until July 18, 2019, when he was appointed Chairman and interim Chief Executive Officer, the "interim" portion of his title was removed in August 2019. He is also a Chairman and Chief Executive Officer of Paragon Geochemical, and a director of 1911 Gold Corporation and Havilah Mining Corporation. Previously, Mr. Huet was President, Chief Executive Officer and Director of Klondex Mines from 2012 - 2018, until its acquisition by Hecla Mining Company. Mr. Huet has a strong command of capital markets and has served in all levels of engineering and operations of Mining. Mr. Huet graduated with Honors from the Mining Engineering Technology program at Haileybury School of Mines in Ontario, and successfully completed the Stanford Executive program at the Stanford School of business. In 2013 Mr. Huet was nominated for the Premiers Award in Ontario for outstanding College graduates; he is currently a member of OACETT as an applied Science Technologist and an Accredited Director.
SCOTT M. HAND Lead Director Massachusetts, USA Director since June 27, 2008 Independent Director Committee membership: Audit Committee; Corporate Governance and Nominating Committee; and Technical, Health Safety and Sustainability Committee. Board meetings attended in 2019: 100% (14 of 14)	3,847,188	3,282,000	521,343 DSUs 78,000 SARs 1,799,799 RSUs
	Mr. Hand is the Lead Director of the Corporation, a position held since February 2019. He served as the Executive Chairman of the Corporation from November 2009 until February 2019. He is also Executive Chairman of Kharrouba Copper Company Inc. (copper mining in Morocco) and a director of Boyd Technologies LLC (non-woven materials), Universal Helicopters Newfoundland and Labrador LP (a Labrador Inuit controlled company), and the Massachusetts Museum of Contemporary Art. He is a former director of Frontier Gold Inc., Legend Gold Corp., Chinalco Mining Corporation International and Manulife Financial Corporation. Mr. Hand was the Chairman and Chief Executive Officer of Inco Limited from April 2002 until he retired from Inco in January 2007. Prior to that, Mr. Hand was President of Inco Limited and held positions in Strategic Planning, Business Development and Law. Mr. Hand received a Bachelor of Arts from Hamilton College and a Juris Doctorate from Cornell University.
PETER GOUDIE New South Wales, Australia Director since July 17, 2008 Independent Director Committee membership: Audit Committee; Human Resources and Compensation Committee; and Technical, Health, Safety and Sustainability Committee. Board meetings attended in 2019: 100% (14 of 14)	1,320,644	1,589,000	69,000 DSUs 52,000 SARs 929,089 RSUs
	Mr. Goudie is currently retired from full-time employment (and has been for the past five years). He serves as a director of the Corporation, and of a private consumer goods company that is unaffiliated with the Corporation. He was Executive Vice President (Marketing) of Inco Limited and then Vale Inco from January 1997 to February 2008. Mr. Goudie was also responsible for the strategy, negotiation, construction and operation of Inco's joint venture production projects in Asia. He was employed with Inco since 1970 in increasingly more senior accounting and financial roles in Australia, Indonesia, Singapore and Hong Kong, before becoming Managing Director (later President and Managing Director) of Inco Pacific Ltd. in Hong Kong in 1988. He is an Australian CPA.

Nominees for Election as Directors	Number of Common Shares(1)	Number of Options(2)	Number of Awards(2)
WENDY KEI Toronto, Ontario Director since June 26, 2018 Independent Director Committee membership: Audit Committee; Human Resources and Compensation Committee; and Corporate Governance and Nominating Committee. Board meetings attended in 2019: 100% (14 of 14)	-	889,000	338,236 RSUs
	Ms. Wendy Kei’s principal occupation is corporate director. She currently serves on the boards of Ontario Power Generation Inc. (she joined in March 2017) where she is Chair of the Board, and Guyana Goldfields Inc. (TSX: GUY) (she joined in May 2015) where she is the Chair of the Audit Committee. She also serves as a member of the Department of Audit Committee for Transport Canada (she joined in May 2019). Ms. Kei is an accomplished Finance Executive with over 25 years of business experience in a variety of industries. Ms. Kei previously served as Chief Financial Officer of Dominion Diamond Corporation. Ms. Kei is a member of the Chartered Professional Accountants of Ontario, holds an ICD.D designation from the Institute of Corporate Directors and holds a Bachelor of Mathematics from the University of Waterloo. Ms. Kei was selected as a Diversity 50 2016 Candidate by the Canadian Board Diversity Council.
WARWICK MORLEY-JEPSON Johannesburg, South Africa Director since February 25, 2019 Independent Director Committee membership: Audit Committee; Human Resources and Compensation Committee; Corporate Governance and Nominating Committee; and Technical, Health, Safety and Sustainability Committee. Board meetings attended in 2019: 90% (9 of 10)(3)	-	889,000	384,953 RSUs
	Mr. Morley-Jepson’s principal occupation is Executive Vice-President and Chief Operating Officer of Ivanhoe Mines (since August 2019) and Chairman of Wesdome Gold Mines (since June 2019; he joined the board in June 2017). He previously served as Executive Vice President and Chief Operating Officer of Kinross Gold Corporation from October 2014 to December 2016, and as Senior Vice President, Operations, and Regional Vice President - Russia, between October 2009 and October 2014. Prior to joining Kinross, Mr. Morley-Jepson served as Chief Executive Officer of SUN Gold and was Managing Director of Barrick Africa, Barrick Platinum South Africa and three Russian-based companies in the Barrick group. He spent several years with Placer Dome leading their South African project and business development efforts. Mr. Morley-Jepson graduated in the faculty of Mechanical Engineering (HND) at the Technicon Witwatersrand now the University of Johannesburg. He has undertaken a number of technical, managerial and financial programs during his career, most notably the ‘Management Development Program’ at Graduate School of Business, Cape Town University and ‘Management in the Mining Industry’ at Witwatersrand School of Business, University of the Witwatersrand. Most recently, in February 2012, Finance for Senior Executives at Harvard Business School. Mr. Morley-Jepson is a member of the Canadian Institute of Corporate Directors.
CHAD WILLIAMS Toronto, Ontario Director since January 6, 2020 Independent Director	115,000	-	200,000 RSUs
	Mr. Williams has an extensive background in mining finance and business management. He is currently the Chairman and Founder of Red Cloud Securities and Blue Thunder Mining Inc. In addition to this, Mr. Williams is a director of several emerging mining companies and a founder of Agilith Capital Inc., as well as Westwind Capital Inc. He is also the former CEO of Victoria Gold Corp., as well as the former Head of Mining Investment Banking at Blackmont Capital Inc. Prior to these positions, Mr. Williams was a top-ranked mining analyst at TD Bank and other Canadian brokerage firms in Toronto. Mr. Williams is currently a member of the Association of Professional Engineers of Ontario, having received a Bachelor of Engineering degree from McGill University before going on to receive his MBA from the same alma mater.

Notes:

(1) The information as to the number of common shares beneficially owned, or controlled or directed, directly or indirectly, by the directors, including those which are not registered in their names and not being within the knowledge of the Corporation, has been furnished by such directors.
(2) For additional information regarding Options and Awards held by directors, please see " Statement of Executive Compensation – Director Compensation ".
(3) Mr. Morley-Jepson was not appointed as a director until February 25, 2019.

Scott M. Hand was a director of Royal Coal Corp. during the period from August 2010 until May 2012. On May 3, 2012, a cease trade order was issued against Royal Coal Corp. by the Ontario Securities Commission for failure to file annual financial statements. On May 17, 2012, Royal Coal Corp. announced that it received notice from the TSX Venture Exchange that the TSX Venture Exchange had suspended trading in Royal Coal Corp.'s securities as a result of the cease trade order.

Frank Marzoli has provided the Corporation with notice that he is retiring from the Board, the Audit Committee, the Human Resources and Compensation Committee and the Corporate Governance and Nominating Committee, and is not up for re-election as director at the Meeting.

Shareholder Nominees

Pursuant to section 5.10 of the Corporation's By-Law No. 2, nominations by shareholders for the election of directors at the Meeting (other than nominations by shareholders pursuant to a shareholder proposal or a requisitioned meeting), are to be received by the Corporation by 5:00 p.m. (Toronto time) on May 11, 2020.

Appointment of Auditors

The auditors of the Corporation are PricewaterhouseCoopers LLP, Chartered Accountants, who were first appointed as auditors of the Corporation on May 25, 2009.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be withheld from voting in the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP, as auditors of the Corporation to hold office until the next annual and special meeting of shareholders, and to authorize the directors to fix the remuneration of the auditors.

Disclosure of fees received by PricewaterhouseCoopers LLP and its affiliates from the Corporation for the financial years ended December 31, 2019, and December 31, 2018, is set out under the heading " Audit Committee Information – External Audit Fees " in the Corporation's Annual Information Form dated March 27, 2020 which is available on SEDAR (www.sedar.com) under RNC's issuer profile.

Name Change

At the Meeting, shareholders will be asked to consider, and if deemed advisable to approve, a special resolution, authorizing, an amendment to the Articles to change the name of the Corporation from "Royal Nickel Corporation" to "Karora Resources Inc." (the " Name Change "). Management believes that the time is appropriate to re-brand the company to more accurately reflect its business focus on growing gold production in Western Australia - the Fraser Institute’s top ranked mining jurisdiction for investment worldwide in 2019. While continuing to advance its gold producing operations in Western Australia, the Corporation also remains focused on delivering strong shareholder value via its 28% ownership in the Dumont Nickel Project located in Quebec.

The proposed Name Change is subject to certain regulatory approvals, including the approval of the TSX. The Corporation has notified the TSX of the Name Change and subject to TSX and shareholder approval, it is expected the common shares will start trading on the TSX two to three business days subsequent to the effecting of the Name Change by the Corporation, subject to the receipt of the TSX of the necessary documentation. The Board may, in its

sole discretion, determine not to implement the Name Change Resolution (defined below) at any time after the Meeting and after receipt of necessary regulatory approvals, but prior to the issuance of a certificate of amendment, without further notice to or action on the part of the shareholders. The Corporation has prepared documentation in the prescribed form to be submitted with the Director under the Canada Business Corporations Act (the " CBCA "). The Name Change will become effective on the date shown on the certificate of amendment issued by the Director under the CBCA. Under the CBCA, shareholders do not have dissent and appraisal rights with respect to the proposed Name Change.

Should the Name Change become effective, any outstanding and existing share certificates representing common shares in the capital of the Corporation and bearing the name "Royal Nickel Corporation" will continue to be recognized by the Corporation as validly issued and eligible for trading on the public or private market. Shareholders who wish to have new share certificates issued to them in the new name of the Corporation after the Name Change becomes effective, may arrange directly with the Transfer Agent, at their own cost, to have such new share certificates issued to them.

Shareholder Approval of the Name Change Resolution

At the Meeting, shareholders of the Corporation will be asked to consider and if deemed advisable, to pass, with or without variation, a special resolution (the " Name Change Resolution ") approving the Name Change. The full text of the Name Change Resolution is set out in Appendix B attached hereto.

In order to be passed, the Name Change Resolution must be approved by at least two-thirds (66⅔%) of the votes cast by holders of the common shares, either present in person or by proxy and entitled to vote at the Meeting. The Board recommends to shareholders of the Corporation that they vote FOR the Name Change Resolution.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be voted against the Name Change Resolution, the persons named in the enclosed form of proxy intend to vote FOR the Name Change Resolution.

Share Consolidation

At the Meeting, shareholders will be asked to consider, and if deemed advisable to approve, a special resolution, authorizing, an amendment to the Articles to consolidate its outstanding common shares (the “ Share Consolidation ”) on such basis as the Board may determine, in its sole discretion, provided that the Share Consolidation shall not be greater than on a 11-to-one basis (the " Consolidation Ratio "). The Board may in its sole discretion determine to use a Consolidation Ratio which may be less than 11-to-one, and subject always to the Corporation continuing to meet the distribution requirements of the TSX. Subject to the approval of the TSX, approval of the special resolution by shareholders of the Corporation would give the Board authority to implement the Consolidation at any time prior to the next annual meeting of shareholders of the Corporation. Notwithstanding approval of the proposed Share Consolidation by shareholders, the Board, in its sole discretion, may revoke the special resolution and abandon the Share Consolidation without further approval or action by or prior notice to the shareholders.

Background and Reasons for the Share Consolidation

Potential for Increased and More Attractive Share Price

The Corporation believes that it is desirable for its common shares to trade at a higher price per common share. An increase in trading price of the common shares could heighten the interest of the financial community in the Corporation and potentially broaden the pool of investors who may consider investing or may be able to invest in the Corporation, potentially increasing the trading volume and liquidity of its common shares. The Share Consolidation may also help to attract institutional investors or fund managers who have internal policies that either prohibit them from purchasing stocks below a certain minimum price or tend to discourage individual brokers from recommending such shares to their customers, including institutional investors, indexes, investment funds and exchange-traded funds that are prohibited from purchasing shares below a certain minimum price threshold.

Reduced Shareholder Transaction Costs

Certain investors pay commissions on a per share basis on a purchase or sale of common shares. The Share Consolidation would raise the price per common share. As a result, certain investors may pay lower trading commissions when trading a fixed dollar amount (for a lower number of common shares).

Improved Trading Liquidity

The combination of potentially lower transaction costs and increased interest from institutional investors and investment funds could ultimately improve the trading liquidity of the Corporation's common shares.

Evolution into a new Producer Peer Group

The Corporation has quickly evolved into a steady-state gold producer in a short time period. An analysis of the peer group to whom the Corporation is now compared indicates that a restructuring of the common shares is appropriate.

Consolidation Conditional Upon Decision of the Board

If the special resolution is approved, the Share Consolidation would be implemented, if at all, only upon a determination by Board that it is in the best interests of the Corporation at that time. In connection with any determination to implement the Share Consolidation, the Board will determine the timing for the Share Consolidation to become effective. No further action on the part of the shareholders will be required in order for the Board to implement the Share Consolidation.

If the Board does not implement the Share Consolidation prior to the next annual meeting of shareholders, the authority granted by the special resolution to implement the Share Consolidation on these terms will lapse and be of no further force or effect. The special resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if they determine, in their sole discretion, to do so.

Procedure for Implementing the Share Consolidation

If the Board decides to proceed with the Share Consolidation and assuming that shareholder approval for the Share Consolidation is received at the Meeting and all regulatory approvals are obtained, including the approval of the TSX, the Share Consolidation will only become effective upon the filing by the Corporation of articles of amendment with the Director under the CBCA giving effect to the Share Consolidation and the endorsement by the Director of a certificate of amendment in respect thereof. Under the CBCA, shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

The Corporation will issue a press release announcing the filing of the articles of amendment giving effect to the Share Consolidation, and, in accordance with the rules of the TSX, the post-Share Consolidation common shares will be assigned a new CUSIP number. Registered shareholders should then, at that time, complete, sign and return the letter of transmittal (the " Letter of Transmittal ") that will be sent to them, along with the share certificate(s) representing their pre-Share Consolidation common shares, to Computershare Investor Services In. at one of the addresses set out in the Letter of Transmittal. Upon receipt of a properly completed and signed Letter of Transmittal and the share certificate(s) referred to in the Letter of Transmittal, the Corporation will arrange to have a new share certificate representing the appropriate number of post-Share Consolidation common shares delivered in accordance with the instructions provided by the holder in the Letter of Transmittal. No delivery of a new share certificate to a shareholder will be made until the shareholder has surrendered his or her current share certificates. Until surrendered, each share certificate formerly representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of post-Share Consolidation common shares to which the shareholder is entitled as a result of the Share Consolidation. Shareholders should neither destroy nor submit any share certificates until instructed to do so.

No certificates representing fractional common shares will be issued or delivered if, as a result of the Share Consolidation, a registered shareholder would otherwise become entitled to a fractional common share. It is expected that any and all such fractional common shares will be aggregated and sold by the Corporation's transfer agent,

Computershare Investor Services Inc., and registrar on the market, with the proceeds therefrom, net of brokerage commissions and expenses, being proportionately distributed to registered shareholders (without interest) in lieu of such fractional common shares. Alternatively, the Corporation will consider providing cash consideration as means to compensate shareholders who are otherwise entitled to receive fractional common shares (and purchasing such fractional shares for cancellation). After the Share Consolidation, then current registered shareholders will have no further interest in the Corporation with respect to their fractional common shares and such shareholders will not have any voting, dividend or other rights in respect of such fractional common shares other than the right to receive payment therefor as described herein. The elimination of fractional interests will reduce the number of post-consolidation registered shareholders to the extent that there are registered shareholders holding common shares that are not in a multiple of 11, if, for illustrative purposes only, the Share Consolidation ratio is 11-for-one. This is not, however, the purpose for which the Corporation is proposing to effect the Share Consolidation. The Corporation will consider an alternative means to compensate shareholders in respect of their fractional common shares.

The principal result of the Share Consolidation will be that the number of common shares issued and outstanding will be reduced from 610,577,301 common shares as of May 8, 2020 to a minimum of 55,507,027 common shares, depending on the Consolidation Ratio selected by the Board.

In general, the Share Consolidation will not be considered to result in a disposition of common shares by Shareholders for Canadian federal income tax purposes. Each Shareholder should consult its tax advisor with respect to the particular tax consequences of the Share Consolidation to such shareholder. The aggregate adjusted cost base to a Shareholder for such purposes of all common shares held by the shareholder will not change as a result of the Share Consolidation; however, the Shareholder’s adjusted cost base per common share will increase proportionately.

There can be no assurance, however, that the total market capitalization of the Corporation (the aggregate value of all common shares at the market price then in effect) immediately after the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. In addition, there can be no assurance that the per-share market price of the common shares following the Share Consolidation will equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the common shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a Share Consolidation and the liquidity of the common shares could be adversely affected.

In addition to the outstanding common shares, the common shares currently reserved for issuance by the Corporation pursuant to outstanding stock options, RSUs and other convertible securities, as applicable, will be adjusted to give effect to the Share Consolidation, such that, for example in the case of stock options, the number of consolidated common shares issuable will equal the number obtained when the number of common shares issuable is divided by the conversion number and the exercise prices of outstanding stock options to purchase consolidated common shares will equal the price obtained by multiplying the existing exercise price by the conversion number.

If common shares are registered in the name of a nominee (e.g. a trust company, securities broker, or other financial institution), a shareholder will not receive a Letter of Transmittal and should contact its nominee to determine if anything needs be done to effect the consolidation of the common shares.

Certain Risks Associated with the Share Consolidation

The Board believe that it is in the best interest of the Corporation to reduce the number of outstanding common shares by way of the Share Consolidation; however, there are certain risks associated with the Share Consolidation, including, but not limited to the following risks.

Reducing the numbers of issued and outstanding common shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the common shares; however, the market price of the common shares will also be based on the Corporation's financial and operational results, its available capital and liquidity resources, the state of the market for the common shares at the time, general economic, geopolitical, market and industry conditions, the market perception of the Corporation's business, strategy, future prospects and other factors and contingencies, which are unrelated to the number of Shares outstanding. As a result, there can be no assurance that the market price of the common shares will in fact
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increase following the Share Consolidation or will not decrease in the future. If the market price of the common shares is lower than it was before the Share Consolidation, the total market capitalization of the common shares after the Share Consolidation may be lower than before the Share Consolidation. In addition, in the future, the market price of the common shares following the Share Consolidation may not exceed or remain higher than the market price prior to the Share Consolidation.

While the Board believes that a higher common share price could help to attract institutional investors or fund managers who have internal policies that either prohibit them from purchasing stocks below a certain minimum price or tend to discourage individual brokers from recommending such stocks to their customers, the Share Consolidation may not result in a per common share market price that will attract institutional investors or investment funds and such common share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the common shares may not improve.
The Share Consolidation may also result in some shareholders owning "odd lots" of less than 100 common shares. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than Shares in board lots'' of even multiples of 100 common shares.

Shareholder Approval of the Consolidation Special Resolution

At the Meeting, shareholders will be asked to consider, and if deemed advisable to pass, with or without variation, a special resolution (the “ Consolidation Special Resolution ”), approving the Share Consolidation. The full text of the Consolidation Special Resolution is set out in Appendix C attached hereto.

In order to be passed, the Consolidation Special Resolution must be approved by at least two-thirds (66⅔%) of the votes cast by the holders of the common shares, either present in person or represented by proxy and entitled to vote at the Meeting. The Board recommends to shareholders of the Corporation that they vote FOR the Consolidation Special Resolution.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be voted against the Consolidation Special Resolution, the persons named in the enclosed form of proxy intend to vote FOR the Consolidation Special Resolution.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background

This Compensation Discussion and Analysis provides information regarding all significant elements of compensation paid, payable, granted, given or otherwise provided by the Corporation to the following individuals (collectively, the " Named Executive Officers " or " NEOs "):

(a) Paul Huet, Chairman and Chief Executive Officer. For the most recently completed financial year, Mr. Huet became Chief Executive Officer as of July 18, 2019;
(b) Mark Selby, former President and Chief Executive Officer. For the most recently completed year, Mr. Selby was President and Chief Executive Officer until July 18, 2019;
(c) Timothy Hollaar, former Chief Financial Officer;
(d) Johnna Muinonen, President, Dumont Nickel;
(e) Graeme Sloan, Managing Director, Australia; and
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(f) Alger-St-Jean, Executive Vice-President, Exploration & Resource Development, Dumont Nickel.

Role of Human Resources and Compensation Committee

The compensation program of the Corporation is administered by the Board with the assistance of the Human Resources and Compensation Committee (" Human Resources and Compensation Committee "). The Human Resources and Compensation Committee currently consists of four directors, being Mr. Peter Goudie, as chairman, Mr. Morley-Jepson, Ms. Kei and Mr. Marzoli. All members of the Human Resources and Compensation Committee are independent directors of the Corporation. The Board, with the assistance of the Human Resources and Compensation Committee, reviews and makes decisions in respect of compensation matters relating to senior executives and directors of the Corporation, ensuring consistent application of matters relating to remuneration, competitive remuneration and policies to attract and retain talent and ensuring that executive remuneration is consistent with industry standards.

The responsibilities of the Human Resources and Compensation Committee include assisting the Board with respect to, among other things: (a) developing a compensation philosophy and policies; (b) reviewing and approving goals and objectives relevant to the Chief Executive Officer's compensation, evaluating the performance of the Chief Executive Officer in light of those goals and objectives and making recommendations to the Board for the Chief Executive Officer's compensation based on the evaluation; (c) reviewing and making certain determinations with respect to the compensation of senior executives other than the Chief Executive Officer; (d) making recommendations to the Board with respect to the form of compensation of the directors; and (e) reviewing executive compensation disclosure.

In addition to the Human Resources and Compensation Committee members' general business experience, the following direct experience (and the skills gained from this experience) is also relevant to their responsibilities to make decisions on the suitability of the Corporation's compensation policies and practices.

Mr. Goudie . Mr. Goudie has held a number of management positions throughout his career, certain responsibilities of which involved compensation matters.
Ms. Kei . Ms. Kei's extensive finance, leadership and corporate governance experience within the resource and energy sectors allow her to provide the Human Resources and Compensation Committee with expertise in compensation.
Mr. Marzoli . Mr. Marzoli has held a number of management positions in the mining industry throughout his career, and among other roles has served on multiple compensation committees. As noted above, Mr. Marzoli has provided the Corporation with notice that he is retiring from the Board, the Audit Committee, the Human Resources and Compensation Committee and the Corporate Governance and Nominating Committee, and is not up for re-election as director at the Meeting.
Mr. Morley-Jepson . Mr. Morley-Jepson has held a number of management positions throughout his career, certain responsibilities of which involved compensation matters.

The Human Resources and Compensation Committee and Board recognize that RNC's NEOs are critical to the success of our business and the building of shareholder value over the long-term, and that compensation plays an important role in achieving both short-term and long-term objectives that ultimately drive success and shareholder value. The Human Resources and Compensation Committee, on behalf of the Corporation, has engaged The Human Well (the " Compensation Consultant "), an independent consulting firm with extensive experience in the mining sector, to advise and assist the Corporation in the development of compensation policies and benchmarking of executive and directors' remuneration. This includes working with the Human Resources and Compensation Committee and Board to identify an appropriate peer group to be used for bi-annual executive compensation benchmarking. The Human Resources and Compensation Committee considers the results of benchmarking exercises and makes related NEO and Director compensation recommendations to the Board. The Compensation Consultant also assists the HR&CC in fulfilling related executive and Board compensation matters.

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The Human Resources and Compensation Committee in 2019 engaged the Compensation Consultant to perform a benchmarking study in 2019 and recommended updates to the comparator group for application to compensation planning for 2020. See " Benchmarking " below.

The table below sets forth the consideration paid to the Compensation Consultant during the two most recently completed financial years.

Fees of Compensation Consultants and Advisors	Year ended Dec 31, 2019	Year ended Dec 31, 2018
Executive Compensation-Related Fees	61,553	23,510
All Other Fees	58,821	Nil

The Human Resources and Compensation Committee develops compensation policies, which are reviewed and approved by the Board, to guide compensation decisions made by the Human Resources and Compensation Committee and Board. The Corporation's policies reflect the Board's philosophy regarding executive compensation:

competitive level - sufficient to attract, retain and motivate high-performing senior executives with the skills necessary to achieve the Corporation's strategy;
aligned directly to the successful achievement of the goals of the Corporation with personal performance objectives that cascade from the approved strategy;
motivate execution of goals and objectives in a manner that is consistent with the Corporation's vision, mission and values; and
align the interests of senior executives with those of the Corporation's shareholders.

Significant Commitments and Investments made by Senior Management and Directors

The Human Resources and Compensation Committee acknowledges the significant commitments made by senior management and the Board with respect to their compensation by agreeing to, and in some cases offering to, take various measures to improve the cash flow position of the Corporation, allowing it greater flexibility to manage its affairs. These measures, which have in the past included agreements to take shares, DSUs or RSUs in lieu of cash salary and directors fees, also represent an investment by such senior management and members of the Board in the equity of the Corporation and alignment of interests with shareholders.

Notably, Mr. Paul Huet, Chairman and CEO of the Corporation, elected to receive US$38,598 of his total 2019 base salary in the form of RSUs (in lieu of cash), and Board members together elected to receive a total of $217,674 of their 2019 base retainer in the form of RSUs (in lieu of cash). These elections are effectively an investment in the Corporation. In addition, Mr. Huet received 51% of his total compensation as Chairman and CEO in equity-based securities (the above-described RSUs received in lieu of cash salary, and Share-based awards received as a long-term incentive award), which represents further additional alignment with the interests of shareholders. See “NEO Summary Compensation Table” below.

Benchmarking

The Corporation's compensation program is benchmarked to a comparator group of mining companies primarily in North America with market capitalizations ranging from $89 million to $1,189 million (at the time the peer group was developed in 2019), with an average market capitalization of $494.4 million (the Corporation's market capitalization at that time the peer group was developed in 2019 was $349.7 million), developed by the Board in conjunction with the Compensation Consultant. The companies include Alio Gold Inc., Bonterra Resources Inc., Noront Resources Ltd., Copper Mountain Mining Corporation, Sherritt International Corporation, Polymet Mining Corporation, Sierra Metals Inc, Premier Gold Mines Limited, Golden Star Resources Ltd., Continental Gold Inc, Dundee Precious Metals Inc., Eldorado Gold Corporation, New Gold Inc., Seabridge Gold Inc., and Torex Gold Resources Inc. The policy of the Corporation is to set compensation targets at the 50th percentile of the comparator group for base pay and the 75th

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percentile for pay at risk (e.g. STI and LTI) resulting in Total Compensation targets for requisite performance falling between the 50th and 75th percentile.

Elements of Compensation

Compensation paid to the NEOs for the financial year ended December 31, 2019 comprised the following components:

Base Salary

Base salary is designed to remunerate the NEOs for discharging their duties and responsibilities and therefore takes into account the position and responsibilities of the NEO, previous experience, prior performance and anticipated contribution.

Short-term Incentive Compensation

In addition to base salary, the NEOs are eligible to receive an annual incentive based on the achievement of annual performance objectives. The Chief Executive Officer proposes annual objectives, which are reviewed and discussed with the Human Resources and Compensation Committee, and upon agreement recommended to the Board for approval. For the other NEOs, the performance objectives cascade from the Chief Executive Officer's objectives and the Corporation's strategy and key milestones and reflect the individual's position and responsibilities. These objectives are developed by the Chief Executive Officer with the Human Resources and Compensation Committee. The target incentive for each NEO is expressed as a percentage of base salary.

For 2019, the key overall corporate objectives established for the Chief Executive Officer and the other NEOs focused on (i) the performance of the Corporation's share price relative to peers, (ii) percentage reduction in total recordable injury frequency rate (" TRIFR ") and number of reportable environmental incidents relative to 2018, (iii) the implementation of a strategic plan to reposition the Corporation as a solid investment choice for investors, (iv) the production for the year, and (v) the all in sustaining costs. See " Performance Score " below.

For 2019, the Human Resources and Compensation Committee reviewed the performance of the Chief Executive Officer, with input from the Board, and the performance of the other NEOs, with input from the Chief Executive Officer, based on deliverables against objectives. The Human Resources and Compensation Committee and Board considered all these factors as well as the financial position of the Corporation and the need to retain the key talent in the organization when awarding annual incentive payments. See " Performance Score " below.

Long-term Incentive Compensation (Share Incentive Awards Program)

Long-term incentives are intended to align the interests of NEOs with the long-term interests of shareholders by motivating NEOs to increase shareholder value over time. Such incentives also serve as an important retention tool for the Corporation’s senior management. Targets for long-term incentives are benchmarked to the comparator group and are included in each NEO’s employment contract. Such targets consider the value of the NEO's contribution to the long-term success of the Corporation and the percentage of compensation that the Human Resources and Compensation Committee determines should be at risk. Long-term incentive compensation may take the form of Options, deferred share units (" DSUs "), restricted share units (" RSUs "), share appreciation rights (" SARs ") and other share-based awards (including performance-based RSUs) under the Share Incentive Plan.

For additional information regarding Options and Awards, please see " Incentive Plan Awards – Share Incentive Plan ".

Perquisites and Benefits

The Corporation provides basic perquisites and benefits to its NEOs, including health and dental benefits and life insurance. All of the NEOs have termination and change of control provisions in their employment agreements. The Corporation does not provide any pension plan for NEOs.

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Risks Associated with the Corporation's Compensation Policies and Practices

The Human Resources and Compensation Committee manages the Corporation's compensation policies and practices and provides ongoing oversight to ensure that senior executives consider the risks associated with their decisions and actions. The Human Resources and Compensation Committee is confident that these policies and practices, along with its overview, ensure that NEO incentives do not motivate the taking of inappropriate or excessive risk. Policy features include:

quantitative metrics are used to determine the amount of awards to NEOs pursuant to the Corporation's Incentive Plans;
a significant level of STI and LTI is delivered in RSUs;
a comprehensive Code of Conduct and a Whistleblower policy that encourages reporting of imprudent corporate behaviour;
the Human Resources and Compensation Committee is comprised entirely of independent directors; and
NEOs are now subject to a claw-back policy providing for the recovery of certain incentive compensation paid to the executive officers and other members of management in cases of a material restatement of the Corporation's financial statements. See description of Clawback Policy below.

NEO Purchases of Financial Instruments

Pursuant to the terms of the Corporation's Insider Trading Policy, all trades in the Corporation’s securities by personnel, including NEOs and directors, must be pre-approved by the CEO or CFO. Personnel are also prohibited from selling securities of the Corporation short or buying or selling call or put options or other derivatives in respect of the Corporation's securities, and from entering into other transactions that have the effect of hedging the economic value of any direct or indirect interests of such personnel in the equity of the Corporation.

Performance Graph

The following graph compares the total cumulative shareholder return for $100 invested in common shares of the Corporation with the total cumulative return of the S&P/TSX Global Base Metals Index since December 31, 2014:

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RNC Minerals S&P/TSX Global Mining Index
S&P/TSX Global Base Metal Index S&P/TSX Global Gold Index
400
350
300
250
200
150
100
50
0
Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19
Relative Performance
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	31-Dec- 2014	31-Dec- 2015	31-Dec- 2016	31-Dec- 2017	31-Dec- 2018	31-Dec- 2019
Common Shares of RNC on the TSX	$100	$56	$88	$56	$150	$156
S&P/TSX Global Base Metal Index	$100	$64	$97	$126	$96	$103
S&P/TSX Global Mining Index	$100	$72	$102	$117	$109	$133
S&P/TSX Global Gold Index	$100	$89	$133	$134	$128	$179

The S&P/TSX Global Base Metals Index is a benchmark of securities involved in the production or extraction of base metals, and a subset of the S&P/TSX Global Mining Index. The S&P/TSX Global Mining Index is an investable index that provides investors with a broadly representative benchmark for global mining portfolios. The S&P/TSX Global Gold Index is both broadly representative and an investable index. As such, it is difficult to directly compare the Corporation's NEO compensation with the trends reflected in the graph above (many members of this index are diversified, dividend paying and have much larger market capitalizations).

The Corporation is of the view that compensation levels for the NEOs cannot and should not be directly compared to quarter over quarter or year over year relative share price performance. Global commodity prices, particularly the price of gold, and general market conditions) are significant factors affecting the Corporation's stock price and these are beyond the control of the Corporation's officers.

The Corporation's executive compensation package is designed to attract, retain and motivate high-performing senior executives with the skills and experience necessary to achieve the Corporation's strategy and grow the business through both adverse and favourable economic cycles. A significant portion of NEO compensation is based on longterm incentives with the ultimate value received tied directly to the Corporation's share price performance.

Short-Term Incentive Awards - Performance Scores

Individual performance is assessed on performance relative to the goals and objectives determined at the beginning of the year, based on both corporate objectives and certain individualized objectives particular to each executive.

In assessing corporate performance it is recognized that executive officers cannot control certain factors, such as interest rates and the market prices for gold produced by the Corporation. When applying the corporate performance criteria, the Human Resources and Compensation Committee considers factors over which the executive officers can exercise control, such as production targets, controlling costs, safety performance, and enhancing the competitive and business prospects of the Corporation. In determining payout amounts, the Human Resources and Compensation Committee considers other similar companies in the mining industry.

In assessing the 2019 personal performance score used for determining short term incentive plan (" STIP ") awards, the Human Resources and Compensation Committee evaluated progress against the Corporation's strategic plan and the written individual objectives established for each of the executive officers. The individual objectives used to evaluate the performance of the NEOs for the 2019 year varied as between each of the NEOs to account for the different roles served by each NEO within the Company and, as a consequence, the different goals of the Corporation believed by the Human Resources and Compensation Committee to most highly correlate with the performance of such NEO. Common corporate objectives were also set by the Human Resources and Compensation Committee to factor into each of the executive officers' annual incentive awards. Each of the executive officers' STIP awards were determined based on what the Human Resources and Compensation Committee determined to be weightings between corporate and individual objectives, based on the role of the particular executive officer.

For each of the corporate objectives, the Human Resources and Compensation Committee adopted graduated scale of payout percentages based on meeting or exceeding such targets, with payout percentages for each corporate objective, based on the Corporation's performance against the specified target ranges. In all cases, the Human Resources and Compensation Committee retained the ability to make any discretionary adjustments it deemed to be appropriate, taking into account all factors and circumstances. As a result, when determining whether a goal was achieved, the Human Resources and Compensation Committee in some cases interpolated between the pre-defined payout

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percentages and actual performance. Similarly, in assessing the executive officers' level of achievement in respect of their individual objectives, the Human Resources and Compensation Committee assigned a score from 0% to 150% for each objective based on how the executive officer’s performance in respect of the particular target objective.

The following sets out the established corporate performance objectives for the Corporation for 2019, actual results for 2019, along with the scale (where applicable) of payout percentages for each objective and payout score assigned for each objective based on the Corporation's 2019 performance against such metrics.

Corporate Objective	2019 Goal	2019 Actual	Scale of Payout Percentage	Scale of Payout Percentage	Scale of Payout Percentage	Scale of Payout Percentage	Scale of Payout Percentage	2019 Payout Score
			0%	25%	50%	100%	150%
Share prices Comparison of share prices to share prices of comparator group (1)	In line with the average of the peer group (Increase of 18.3%)	Increase of 4.2%, or 23% of Target	<20%	20% - 80%	N/A	80% - 120%	>120%	25%
Health, Safety & Environment the percentage reduction in TRIFR and number of reportable environmental incidents relative to 2018	Reduction of 50%	Reduction of 50%, or 100% of Target	<0%	N/A	0% - 50%	50%- 100%	>100%	100%
Company Transformation the implementation of a strategic plan to reposition the Corporation as a solid investment choice for key investors	100%	150%(2)	<0%	N/A	0%- 50%	50%- 100%	>100%	150%
Production Production (ounces)	49,000	51,090 (104%)	<90%	N/A	90%- 100%	100% - 120%	>120%	100%
All In Sustaining Costs	$1,250	$1,155 (92%)	>105%	N/A	100%- 105%	95%- 100%	<95%	150%

Notes:

(1) The Corporation's comparator group is Alio Gold Inc., Bonterra Resources Inc., Noront Resources Ltd., Copper Mountain Mining Corporation, Sherritt International Corporation, Polymet Mining Corporation, Sierra Metals Inc, Premier Gold Mines Limited, Golden Star Resources Ltd., Continental Gold Inc, Dundee Precious Metals Inc., Eldorado Gold Corporation, New Gold Inc., Seabridge Gold Inc., and Torex Gold Resources Inc.

(2) A score of 150% for Company transformation was recommended by the CEO and agreed to by the Board given, among other things, the successful acquisition, financing and integration of the HGO gold mine and mill in Western Australia in 2019, and the significant and beneficial changes in management and the organization.

The following shows the weighting given by the Human Resources and Compensation Committee to each corporate objective in the table below, the score awarded by the Human Resources and Compensation Committee in respect of each objective (as determined by the scoring scale) and the resulting weighted scores and total weighted average score.

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Corporate Objective	Weight (A)	Score (B)	Weighted Score (A x B)
Share Prices	20%	25%	5.0%
Health, Safety & Environment	20%	100%	20.0%
Company Transformation	20%	150%	30.0%
Production	20%	100%	20.0%
All In Sustaining Costs	20%	150%	30.0%
TOTAL	100%	–	105%

The total weighted score, based on the Human Resources and Compensation Committee's assessment of the Corporation's performance in respect of all corporate objectives was 105% for 2019.

The following tables set out the established individual performance objectives for each of the NEOs for 2019, along with the weighting given by the Human Resources and Compensation Committee to each objective, the total objective.