Alturas Minerals Corp.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Alturas Minerals Corp. (the “ Company ”) will be held at the offices of Gardiner Roberts LLP, Suite 3600, Bay-Adelaide Centre- East Tower, 22 Adelaide Street West, Toronto, Ontario, on Thursday, January 26[th] , 2023, at 1:00 p.m. (Toronto time), for the following purposes: 1. To receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2021, and the report of the auditors thereon;

To elect directors of the Company for the ensuing year;
To appoint Davidson & Company LLP, Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
To approve a consolidation of the Company’s Common Shares on the basis of one (1) postconsolidation Common Share for up to every ten (10) currently outstanding Common Share;
To ratify the Company’s Stock Option Plan; and
To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The accompanying management information circular provides additional information with respect to the matters to be considered at the Meeting and forms part of this notice of Meeting.

Shareholders of the Company are invited to attend the Meeting. Shareholders of record at the close of business on December 19, 2022 will be entitled to vote at the Meeting.

Regardless of whether or not you are able to be present at the Meeting, please date, sign and return the form of proxy accompanying this notice of Meeting. To be effective, forms of proxy must be received by Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 (Fax: Within North America 1-866-249-7775, Outside North America, 416-263-9542) prior to 1:00 p.m. (Toronto time) on January 24[th] , 2023.

DATED at Toronto, Ontario as of the 19[th] day of December, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“Walter Henry”

Walter Henry Chairman and Director

ALTURAS MINERALS CORP.

MANAGEMENT INFORMATION CIRCULAR

DATED DECEMBER 19, 2022

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular is furnished in connection with the solicitation of proxies by the management of Alturas Minerals Corp. (the “ Company ”) for use at the annual general and special meeting of the shareholders of the Company to be held on January 26[th] , 2023 (the “ Meeting ”). References in this management information circular to the Meeting include any adjournment or adjournments thereof. It is expected that the solicitation will be primarily by mail, however, proxies may also be solicited personally by regular employees of the Company and the Company may use the services of an outside proxy solicitation agency to solicit proxies. The cost of solicitation will be borne by the Company.

The board of directors of the Company (the “ Board ”) has fixed the close of business on December 19, 2022 as the record date, being the date for the determination of the registered holders of securities entitled to receive notice of the Meeting. Duly completed and executed proxies must be received by the Company’s transfer agent at the address indicated on the enclosed envelope no later than 1:00 p.m. on the second business day preceding the Meeting or any adjournment thereof.

Unless otherwise stated, the information contained in this management information circular is as of December 19, 2022.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Company. A shareholder desiring to appoint some other person, who need not be a shareholder, to represent him at the Meeting, may do so by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the office of the Company’s transfer agent indicated on the enclosed envelope no later than 1:00 p.m. (Toronto time) on January 24, 2023.

A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy.

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by a shareholder or by a shareholder’s attorney authorized in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney) and deposited either at the registered office of the Company, or at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 (Fax: Within North America 1-866-249-7775, Outside North America, 416-263-9524) at any time up to and including the last business day preceding the day of the Meeting or with the Chairman of the Meeting on the day of the Meeting or in any other manner permitted by law.

Exercise of Discretion by Proxies

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such shares will be voted in favour of the passing of all of the resolutions described below. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this management information circular, management 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 proxies.

- Voting by Non Registered Shareholders

Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders (“ NonRegistered Shareholders ”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this management information circular and the form of proxy and the request form (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ voting instruction form ”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o Computershare Trust Company of Canada, Proxy Department, 100
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University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 (Fax: Within North America 1-866-249-7775, Outside North America (416) 263-9542).

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares of the Company they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting.

Interest of Certain Persons in Matters to be Acted Upon

No:

(a) director or executive officer of the Company who has held such position at any time since the beginning of the Company’s last financial year;
(b) proposed nominee for election as a director of the Company; or
(c) associate or affiliate of a person in (a) or (b)

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the ratification of the Company’s stock option plan (the “ Stock Option Plan ”), unless otherwise described herein .

Voting Securities and Principal Holders Thereof

As of December 19, 2022, 144,881,638 common shares (the “ Common Shares ”) in the capital of the Company were issued and outstanding. Each Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. The record date for the determination of shareholders entitled to receive notice of the Meeting has been fixed at December 19, 2022. In accordance with the provisions of the Canada Business Corporations Act , the Company will prepare a list of holders of Common Shares as of such record date. Each holder of Common Shares named in the list will be entitled to vote the shares shown opposite his or her name on the list at the Meeting, except to the extent that (a) the shareholder has transferred any of his or her shares after the record date, and (b) the transferee of those shares produces properly endorsed share certificates or otherwise establishes that he or she owns such shares and demands not later than ten (10) days prior to the Meeting that his or her name be included in the list before the Meeting, in which case the transferee is entitled to vote his or her shares at the Meeting. All such holders of record of Common Shares are entitled either to attend and vote thereat in person the Common Shares held by them or, provided a completed and executed proxy shall have been delivered to the Company’s transfer agent within the time specified in the attached Notice of Meeting, to attend and vote thereat by proxy the Common Shares held by them.

To the knowledge of the Board and executive officers of the Company, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over voting securities of the Company carrying more than ten percent (10%) of the voting rights attached to any class of voting securities of the Company other than as follows.

Name of Shareholder	Number and	Percentage of	Percentage of
	Type of Securities	Class	Voting Securities
Barrick Gold Corporation	15,727,202	10.86%	10.86%
	common shares

EXECUTIVE COMPENSATION

The information contained below is provided as required under Form 51-102F6.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about the Company’s executive compensation objectives and processes and discusses compensation decisions relating to its named executive officers (“ Named Executive Officers”) listed in the Summary Compensation Table that follows. During its fiscal years ended December 31, 2021, December 31, 2020 and, December 31, 2019, the following individuals were Named Executive Officers (as determined by applicable securities legislation) of the Company:

Miguel Cardozo, President and Chief Executive Officer;
Mario Miranda, Chief Financial Officer

The Company does not employ or retain any other individuals who would qualify as a "Named Executive Officer" because no executive officer or employee of the Company receives total compensation (including without limitation salary and bonus) in excess of $150,000.

The Company’s executive compensation policy is designed to provide for the enhancement of Shareholder value, the successful implementation of the Company’s business plans and a link between executive compensation and the financial performance of the Company.

The objectives of the Company’s executive compensation policy are to:

(a) attract, retain and motivate executives critical to the success of the Company;
(b) provide fair, competitive and cost-effective compensation programs to its executives;
(c) link the interests of Management with those of the Shareholders; and
(d) provide rewards for outstanding corporate and individual performance.

Compensation for the Company’s Named Executive Officers consists of the following components: (i) base cash salary; (ii) options granted pursuant to the Company’s Stock Option Plan; and (iii) cash bonus payments for achievement of stated milestones or benchmarks. The Company is considering developing a program of STIs and LTIs for its NEOs on a go forward basis. The Company also provides its Named Executive Officers with certain perquisites or personal benefits. The Company does not provide any additional compensation to its Named Executive Officers for serving as directors of the Company.

The Company is engaged in the business of exploration of mineral properties and as such does not have a source of revenue. Therefore, the Company has had and will continue to have limited financial resources for the foreseeable future. The Company’s focus will be to ensure that funds are available to complete scheduled programs on its various properties. The Company will continue to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial condition of the Company in the future.

Since the preservation of cash is an important goal of the Company, an important element of the compensation awarded to the Named Executive Officers is the granting of stock options, which do not

require cash disbursement by the Company. The granting of stock options also helps to align the interests of the Named Executive Officers with the interests of the Company.

The principles of the remuneration are based upon a combination of fixed salary or total fixed remuneration (“TFR”) and variable at-risk compensation (“TVR”). A variety of factors are taken into consideration when determining compensation policies including the overall financial and operating performance of the Company. Individual compensation levels are specifically linked to the Compensation Committee’s and the Board’s overall assessment of the following factors:

(a) the particular responsibilities related to the position;
(b) salaries paid by comparable businesses;
(c) the experience level of the executive officer; and
(d) his or her overall performance.

The compensation formula and other terms of employment are formalized in each executive officer’s employment contract.

Implementation of the Company’s Compensation Policies

Management Agreements

During the years ended December 31, 2021, December 31, 2020 and December 31, 2019, the Company was contractually obligated pursuant to an agreement effective as of October 1, 2011 to pay the Chief Executive Officer an annual salary of US$200,000 per annum. This amount was agreed upon between the Chief Executive Officer and the Company taking into account the following considerations:

the Chief Executive Officer’s public company and regulatory experience gained through his involvement with the Company; and
the total number of years of the Chief Executive Officer’s relevant experience.

During the years ended December 31, 2020, December 31, 2019 and December 31, 2018, Mr. Cardozo did not receive a bonus as the Company was working to preserve cash and assets. Mr. Cardozo’s contract provides for a performance bonus of up to fifty percent (50%) of base salary based on meeting targets set between Mr. Cardozo and the Compensation Committee.

During the year ended December 31, 2014, the Company entered into a new contract with the Chief Financial Officer effective January 1, 2012 pursuant to which the Chief Financial Officer is entitled to an annual salary of $125,000. This amount was agreed upon between the Chief Financial Officer and the Company taking into account the following consideration:

the Chief Financial Officer’s prior public company and specialized financial reporting experience gained through his senior financial management roles at a number of public mineral exploration and mining companies.

Under his contract, Mr. Miranda is entitled to a performance bonus of up to thirty percent (30%) of base salary based on meeting targets set between Mr. Miranda and the Compensation Committee.

Stock Options

The granting of options to the Named Executive Officers under the Company’s Stock Option Plan provides an appropriate long-term incentive to management to create shareholder value. The number of options the Company grants to each Named Executive Officer reasonably reflects the Named Executive Officer’s specific contribution to the Company in the execution of such person’s responsibilities. However,

the number of options granted does not depend upon nor does it reflect the fulfillment of any specific performance goals or similar conditions. Previous grants of options to Named Executive Officers are taken into consideration by the Board in developing its recommendations with respect to the granting of new options. No options were granted to the Company’s Named Executive Officers in the years ended December 31, 2021 and December 31, 2020.

The granting of options to the non-management directors of the Company under the Company’s Stock Option Plan provides an appropriate long-term incentive to these directors to provide proper independent oversight to the Company with a view to maximizing shareholder value. The number of options the Company grants to each of these directors reasonably reflects each director’s contributions to the Company in his capacity as a director and as a member of one or more committees of the Board (if applicable), including without limitation the Compensation Committee and Audit Committee. Previous grants of options awarded to the independent directors of the Company are taken into consideration when the Company considers the granting of new options to the independent directors. No options were granted to non-management directors during the years ended December 31, 2021 and December 31, 2020.

The compensation of directors is determined by the full Board. The payment of directors’ fees to the independent directors recognizes their contributions to the Company in their capacities as independent directors and members of one or more committees of the Board (if applicable), including without limitation the Compensation Committee and Audit Committee. The Chairman receives US$6,500 per quarter and all other independent directors receive US$2,500 per quarter.

Compensation Committee

The Company’s Compensation Committee, has been comprised of two directors each of whom have been independent. The Compensation Committee currently consists of Walter Henry and Augusto Baertl.

The Compensation Committee is responsible for the compensation program for the Company’s Named Executive Officers. At the request of the Compensation Committee, the Named Executive Officers may, from time to time, provide recommendations to the Compensation Committee with respect to the compensation program for the Company’s Named Executive Officers. The Committee then makes recommendations to the full Board with respect to compensation of the Named Executive Officers.

The deliberations of the Compensation Committee are private and are intended to advance the three key objectives of the compensation program for the Company’s Named Executive Officers.

Performance Chart

The following graph compares the yearly percentage change in the cumulative total shareholder return for CDN$100 invested in the Common Shares of the Company on January 1, 2017 against the cumulative total shareholder return of the TSX Venture Exchange (“ TSXV ”) Index for the five most recently completed financial years of the Company, assuming the reinvestment of all dividends.

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No changes were made to the compensation of the CEO during the 2021, 2020 as a result of the performance of the Company’s shares.

Summary Compensation Table

The following table contains information about the compensation paid to, earned by and payable to, the Company’s Named Executive Officers for the years ended December 31, 2021, December 31, 2020 and December 31, 2019. Specific aspects of compensation payable to the Named Executive Officers of the Company are dealt with in further detail in subsequent tables.

Name and principal position Year Salary (US$) Share- based awards (US$) Option- based award (US$) Miguel Cardozo, CEO 2021 80,000 Nil Nil 2020 100,000 Nil Nil 2019 200,000 Nil Nil Mario Miranda, CFO 2 2021 50,000 Nil Nil 2020 44,958 Nil Nil 2019 95,562 Nil Nil	Non-Equity incentive plan compensation (US$) Annual incentive plan1 Long-term incentive plans Pension value All other compen- sation2 ($US) Total compen- sation (US$)4 Nil Nil Nil Nil 80,000 Nil Nil Nil Nil 100,000 Nil Nil Nil Nil 200,000 Nil Nil Nil Nil 50,000 Nil Nil Nil Nil 44,958 Nil Nil Nil Nil 95,562

Notes:

(1) The aggregate value of perquisites and benefits for the identified Named Executive Officers is less than the lesser of $50,000 or 10% of the Named Executive Officer's total annual salary. During fiscal 2020, the CEO of the Company reduced voluntarily, on a temporary bases his compensation by 50%.

(2) Paid to Finterra Consulting Inc, a company controlled by Mr. Miranda. During fiscal 2020, the CFO of the Company reduced voluntarily, on a temporary bases his compensation by 50%.

(3) Of the total US$ 570,520 salaries listed above, for both CEO and CFO, US$420,520 has been accrued and remain payable as of December 31, 2011.

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(4) During 2021 a total of US$80,000 and US$50,000 were paid to the CEO and CFO, respectively, as partial settlement of the outstanding balances.

Incentive Plan Awards

The granting of options to the Named Executive Officers under the Company’s Stock Option Plan provides an appropriate long-term incentive to management to create shareholder value. Options are granted to the Named Executive Officers in numbers which recognize on a reasonable basis their specific contribution to the Company in their capacities as executive officers of the Company. Previous grants of options to Named Executive Officers are taken into consideration by the Compensation Committee when considering new option grants.

The granting of options to the non-executive directors of the Company under the Company’s Stock Option Plan provides an appropriate long-term incentive to these directors to provide proper oversight to the Company with a view to maximizing shareholder value. Options granted to the non-executive directors are awarded in numbers which recognize, on a reasonable basis, their contributions to the Company in their capacities as independent directors and members of the various committees of the Board, including the Compensation Committee, Audit Committee and Corporate Governance Committee. Previous grants of options awarded to the non-executive directors of the Company are taken into consideration when considering new option grants.

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of December 31, 2021 and December 31, 2020

The following table summarizes all share-based and option-based awards granted by the Company to its Named Executive Officers which are outstanding as of December 31, 2021.

Name Miguel Cardozo Mario Miranda	Option-based award Number of securities underlying unexercised options Option expiration date Value of unexercised In the Money Options(1) (#) ($) ($) 3,000,000 $0.05 November 20, 2022 Nil 3,000,000 0.05 November 20, 2022 Nil	Share-based award
		Number of shares or units of shares that have not vested Market or payout value of share- based awards that have not vested (1) ($) Nil Nil Nil Nil

Note:

(1) Based on the closing price of the Common Shares on TSXV on June 23, 2022 (being the last day of the fiscal year on which the shares were traded) of $0.02 per Common Share.

The following table summarizes all share-based and option-based awards granted by the Company to its Named Executive Officers which are outstanding as of December 31, 2020.

Name Miguel Cardozo Mario Miranda	Option-based award Number of securities underlying unexercised options Option expiration date Value of unexercised In the Money Options(1) (#) ($) ($) 3,000,000 $0.05 November 20, 2022 Nil 3,000,000 0.05 November 20, 2022 Nil	Share-based award
		Number of shares or units of shares that have not vested Market or payout value of share- based awards that have not vested (1) ($) Nil Nil Nil Nil

Note:

(1) Based on the closing price of the Common Shares on TSXV on December 30, 2021 (being the last day of the fiscal year on which the shares were traded) of $0.02 per Common Share.

Value Vested or Earned by Named Executive Officers During the Year Ended December 31, 2021 and December 31, 2020 Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned by Named Executive Officers in respect of option-based awards, share-based awards and non-equity incentive plan compensation during the year ended December 31, 2021 and December 2020.

			Non-Equity Incentive
	Option-Based Awards-	Share-Based Awards-	Plan Compensation -
	Value Vested During	Value Vested During	Value Earned During
	the Year1	the Year	the Year
Name	($)	($)	($)
Miguel Cardozo
2021	Nil	Nil	Nil
2020	Nil	Nil	Nil
Mario Miranda
2021	Nil	Nil	Nil
2020	Nil	Nil	Nil

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

Employment/Consulting Contracts

There are contracts, agreements, plans or arrangements entitling two Named Executive Officer to a payment in the event of any termination, change of responsibilities or change in control of the Company .

Summary of Termination Benefits

The CEO and CFO are entitled to compensation if they are terminated for a reason other than cause in the normal course of business or a change in control. The CEO is entitled to twice his annual compensation at the time of termination and the CFO is entitled to 1.5 times his annual compensation at the time of termination.

Compensation of Directors

The compensation of the non-executive directors is determined by the full Board with interested parties abstaining from voting in respect of their own stock option grants. The payment of directors’ fees to the non-executive directors recognizes their contributions to the Company in their capacities as nonexecutive directors and members of the various committees of the Board, including the Compensation Committee, Audit Committee and Corporate Governance Committee.

The following table contains information about the compensation awarded to, earned by, paid to or payable to, the Company’s directors, other than its Named Executive Officers, the compensation of whom is detailed above under “Summary Compensation Table”, for the fiscal years ended December 31, 2021, and December 31, 2020.

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Name Augusto Baertl Tom Hussey Walter Henry	Year Fees earned (US$)(1) Share- based awards (US$) 2021 Nil Nil	Year Fees earned (US$)(1) Share- based awards (US$) 2021 Nil Nil	Year Fees earned (US$)(1) Share- based awards (US$) 2021 Nil Nil	Option- based awards (US$) Nil	Non-equity incentive plan compensation ($) Nil	Pension value ($) Nil	All other compensation ($) Total (US$) Nil Nil	All other compensation ($) Total (US$) Nil Nil
	2020 5,000 Nil 2021 Nil Nil 2020 5,000 Nil 2021 Nil Nil			Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil 5,000 Nil Nil Nil 5,000 Nil Nil
	2020	13,000	Nil	Nil	Nil	Nil	Nil	13,000

Note:

(1) During fiscal 2020, the Directors of the Company reduced voluntarily, on a temporary bases their compensation by 50%.

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who are Named Executive Officers) as of December 31, 2021 and December 31, 2020.

The following table summarizes all share-based and option-based awards granted by the Company to its directors (other than directors who are Named Executive Officers whose share-based and option-based awards outstanding as of December 31, 2021.

Option-based award Name Number of securities underlying unexercised options Option expiration date Value of unexercised In the Money Options(1) (#) ($) ($) Augusto Baertl 1,500,000 $0.05 November 20, 2022 Nil Tom Hussey 1,000,000 0.05 November 20, 2022 Nil Walter Henry 1,500,000 0.05 November 20, 2022 Nil	Share-based award Number of shares or units of shares that have not vested Market or payout value of share- based awards that have not vested (1) ($) Nil Nil Nil Nil Nil Nil

Note:

(1) Based on the closing price of CAD$0.02 of the Common Shares on TSXV on December 30, 2021, being the last trading day of the year.

Value Vested or Earned During the Year Ended December 31, 2021 and December 31, 2020 by Directors (Other Than Directors Who are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned during the years ended December 31, 2021 and December 31, 2020 by directors of the Company (other than directors who are Named Executed Officers whose value vested or earned during the years ended December 31, 2021 and December 31, 2020 under option-based awards, share-based awards and non-equity incentive plan compensation is detailed above) in respect of option-based awards, share-based awards and non-equity incentive plan compensation.

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Name Year Option-Based Awards- Value Vested During the Year1 ($) Share-Based Awards- Value Vested During the Year ($) Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)	Name Year Option-Based Awards- Value Vested During the Year1 ($) Share-Based Awards- Value Vested During the Year ($) Non-Equity Incentive Plan Compensation - Value Earned During the Year ($)
Augusto Baertl 2021 Nil N/A N/A 2020 2019 Nil N/A N/A
Tom Hussey	2021 2020 2019 Nil N/A N/A
Walter Henry 2021 2020 Nil N/A N/A 2019 Nil N/A N/A

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides details of compensation plans under which equity securities of the Company are authorized for issuance as of the financial year ended December 31, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	Weighted-average price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans(2)
Equity compensation plans approved by securityholders	10,500,000	0.05	3,988,164
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	10,500,000	$0.05	3,988,164

Notes:

(1) Represents the number of Common Shares reserved for issuance upon exercise of outstanding options.

(2) Based on 144,881,638 Common Shares issued and outstanding as at December 31, 2021.

Indebtedness of Directors and Executive Officers

No director, executive officer or employee of the Company or any of its subsidiaries, or former director, executive officer or employee of the Company was indebted to the Company or any of its subsidiaries, nor were any of these individuals indebted to another entity which indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or undertaking provided by the Company or any of its subsidiaries.

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BUSINESS OF THE MEETING

Presentation of Financial Statements

The Audited Financial Statements for the fiscal years ended December 31, 2021 and December 31, 2020 and the report of the auditors thereon will be submitted to the Meeting. Receipt at the Meeting of the auditors' report and the Company's Financial Statements will not constitute approval or disapproval of any matters referred to therein. The Audited Financial Statements and the Management’s Discussion and Analysis for the fiscal years ended December 31, 2021, December 31, 2020 have been previously mailed to Shareholders of record and non-objecting beneficial Shareholders. A copy of these financial statements can be obtained at www.sedar.com.

Election of Directors

The Company’s Articles of Continuance provide that the Board consist of a minimum of three (3) and a maximum of fifteen (15) directors. The Board currently consists of three (3) directors. The Board has set the number of directors to be elected at the Meeting at five (5). Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the election of each of the nominees whose names are set forth below. Each Shareholder is entitled to cast their votes for, or withhold their votes from, the election of each director. If the number of shares “withheld” for any nominee exceeds the number of shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, he shall tender his written resignation to the Company. The Board will consider such offer of resignation and the director’s suitability to continue to serve as a Board member after considering, among other things, the stated reasons, if any, why certain shareholders “withheld” votes for the director, the qualifications of the director and whether the director’s resignation from the Board would be in the best interests of the Company. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of the first annual meeting of shareholders of the Company following his election unless his office is earlier vacated in accordance with the Company’s By-Laws.

The following table sets forth the name, province/state and country of residence, principal occupation or employment, year they first became a director of the Company and number of shares beneficially owned by each nominee for election as a director of the Company. The statement as to the Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the nominees for election as directors hereinafter named is in each instance based upon information furnished by the person concerned.

person concerned.
				Number of Common
				Shares Beneficially
			Year First	Owned, Directly or
Name,			Became a	Indirectly or Over
Province/State and	Position with		Director of	Which Control or
Country of Residence	the Company	Principal Occupation	the Company	Direction is Exercised
Augusto Baertl(1)	Director	President, Chief Executive Officer	2006	2,331,739 Common Shares
Lima, Peru		of Gestora de Negocios e
		Inversiones and and Horizonte
		Corporativo ONG, Chaiman of
		Panoro Minerals, Chairman of
		Agricola Chapi, Director of FIMA .
Miguel Cardozo	Director and, as	Chief Executive Officer of the	2006	5,186,627 Common Shares
Lima, Peru	of May 18,	Company since inception until
	2010, Chief	March, 2009 and again from
	Executive	June, 2010, Consultant. Partner
	Officer	and General Manager of CP
		GroupS.A.C.

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				Number of Common
				Shares Beneficially
			Year First	Owned, Directly or
Name,			Became a	Indirectly or Over
Province/State and	Position with		Director of	Which Control or
Country of Residence	the Company	Principal Occupation	the Company	Direction is Exercised
Walter Henry(1)(2)	Director and	Chief Executive Officer of	2009	305,989 Common Shares
Toronto, Ontario	Chairman as of	Frontline Gold Corporation since
	March 5, 2012	2010.Chairman of Alexandria
		Minerals Corporation from
		September, 2012 to 2018. Interim
		CEO of Alexandria Minerals
		Corporation from 2018 to 2019.
		Vice-President, Finance and
		Chief Financial Officer of Royal
		Nickel Corporation from March,
		2007 to 2010. Vice-President,
		Finance and Chief Financial
		Officer of Tiberon Minerals
		Limited from October, 2003 to
		March, 2007.
Tom Hussey	Director	Chartered Accountant, Director of	2017	N/A Common Shares
Orillia, Ontario		Frontline Gold Corp. and
		Folkstone Capital Corp.; Formerly
		CFO of N-Dimension Solutions
		Inc.; Formerly VP and CFO of
		Brampton Engineering Inc.;
		Formerly derector of Platinex Inc.;
		Formerly Vice-President and
		CFO of Wallbridge Mining Co;
		Director of Orillia Power
		Corporation.
Mario A. Miranda	Director	Chartered Professional	2021	858,265 Common Shares
Oakville, Ontario		Accountant, President of Finterra
		Consulting, Chief Financial
		Officer of New Stratus Energy
		Inc.; formerly Snow Lake
		Resources Inc.and formerly
		director of Beretta Ventures Ltd.,

Notes:

(1) Member of the Audit Committee. Each member of the Audit Committee is financially literate, has an understanding of the accounting principles used by the Company to prepare its financial statements and an understanding of internal controls and procedures for financial reporting in accordance with National Instrument 52-110 (“ NI 52-110 ”) and is independent within the meaning of NI 52-110.

(2) Member of the Compensation Committee.

For additional information concerning the Audit Committee of the Company, please see the disclosure required by NI 52-110 contained in the Company’s Annual Information Form of the year ended December 31, 2021.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, no current or proposed director of the Company is, as at the date of this Circular, or has been in the last ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while that person was acting in that capacity,

(a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

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(b) was subject to an order that was issued after the director or executive officer 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.

To the knowledge of the Company, no current or proposed director of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a) is, as at the date of this Circular, or has been within the ten (10) years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or 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

(b) has, within ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

To the knowledge of the Company, none of the current or proposed directors of the Company have been subject to (a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or have entered into a settlement agreement with a Canadian securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director or making an investment decision, except for:

In January 2001, Mr. Miranda entered into a settlement agreement with the Ontario Securities Commission (“OSC”) whereby Mr. Miranda was required to pay $5,000 to the OSC and cease trading in all securities for a period of six months. Mr. Miranda was a director and chief financial officer of MacDonald Oil Explorations Ltd. (“MacDonald Oil”) from January 1998 to July 2000. Between December 1996 and August 1999, Mr. Miranda failed to file timely insider reports on options granted and expired. MacDonald Oil also contravened different sections of the Securities Act (Ontario) including failing to file financial statements and information circulars on a timely basis, issuing stock options below minimum price and issuing shares in settlement of a debt.

Statement of Corporate Governance Practices

Corporate Governance

The Canadian Securities Administrators, in National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”), have adopted guidelines for effective corporate governance which address the constitution and independence of boards, the functions to be performed by boards and their committees and the recruitment, effectiveness and education of board members. A description of the Company’s corporate governance practices is set out below, including a discussion of the principal matters relating to corporate governance practices discussed in NI 58-101.

Board of Directors

As at December 31, 2021, the Board was composed of five (5) directors of whom at three would be considered independent within the meaning of section 1.4 of NI 52-110. Messrs. Baertl, Hussey and Henry are considered independent directors. Mr. Cardozo, as the current Chief Executive Officer of the Company and Mr. Miranda as the current Chief Financial Officer of the Company would not be considered independent.

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Mr. Henry, as Chairman of the Board, is responsible for ensuring that the Board discharges its responsibilities. Although the Company has not implemented formal structures or procedures for the independent functioning of the Board, the Board believes that it operates independently of management. Directors are expected and encouraged to exercise independent judgment and effectively review and challenge the performance of management. During the years ended December 31, 2021 and December 31, 2020, the Board did not hold any meetings of only the independent directors.

The Board annually re-assesses the independence of each director based on the definition contained in section 1.4 of NI 52-110 as well as the independence of each audit committee member based on the more rigorous standard contained in section 1.5 of NI 52-110.

During the fiscal year ending December 31, 2021, one meetings of the Board were held. The following table sets out the number of meetings attended by each director during that period.

Name of Director	Number of Meetings Attended	% of Meetings Attended
Augusto Baertl	1	100%
Miguel Cardozo	1	100%
Walter Henry	1	100%
Tom Hussey	1	100%

During the fiscal year ending December 31, 2020, no meeting of the Board was held. The following table sets out the number of meetings attended by each director during that period

Name of Director	Number of Meetings Attended	% of Meetings Attended
Augusto Baertl	-	100%
Miguel Cardozo	-	100%
Walter Henry	-	100%
Tom Hussey	-	100%

Directorships

The Board is currently comprised of experienced directors some of which are board members of other public companies. The following table sets forth the proposed directors of Alturas who currently hold directorships with other reporting issuers:

Name of Director

Augusto Baertl Miguel Cardozo

Walter Henry

Reporting Issuer

Norsemont Mining Inc. Panoro Minerals Ltd. Standard Tolling Corp.

Armor Minerals Inc. Frontline Gold Corporation Folkstone Capital Corp.

Tom Hussey

Frontline Gold Corporation Riverside Resources Inc

Board Mandate

A copy of the mandate of the Board is attached hereto as Schedule “A”.

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Position Descriptions

Written position descriptions have not been developed by the Board for the Chairman of the Board, the Chairman of the Audit Committee, the Chairman of the Corporate Governance and Nominating Committee, the Chairman of the Compensation Committee or the Chief Executive Officer of the Company. Historically, the role and responsibility of the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Corporate Governance and Nominating Committee has been (and will continue to be) to lead candid discussion among the respective committee members, to assign tasks to the respective members as required and to report to the Board on behalf of the respective committee as necessary with respect to items within the purview of such committee. The Company anticipates that it will develop and implement position descriptions for the Chairman of the Board, the chairman of each committee of the Board and for the Chief Executive Officer during the 2020 fiscal year. The roles and responsibilities of the Named Executive Officers are set out in their respective employment agreements. The Chief Executive Officer’s employment agreement is reviewed and approved by the Board.

Orientation and Continuing Education

New directors of the Company are provided with comprehensive information about the Company. They also have the opportunity the meet with management of the Company and to obtain insight into the Company's business. All of the members of the Board are familiar with the Company's business and many have experience acting as board members of other mining exploration and development companies. As required, individual members of the Board will be provided with continuing education opportunities to ensure that each member maintains the skill and knowledge necessary to meet their obligations as directors of the Company.

Ethical Business Conduct

The Company has adopted a code of ethics, a copy of which is available on the Company’s profile at www.sedar.com. Shareholders may obtain a copy from this website or request one in writing from the Company’s registered office. The Board does not actively monitor compliance with the code due to the very small size of the Company. The Board is of the opinion, that given the size of the Company, any breaches of the code would be brought to the attention of the directors within a reasonably short period of time. The Audit Committee is responsible for compliance issues relating to the code of ethics.

All directors are required to disclose to the Board all interests they might have in a material transaction. The Board will then exclude such directors from discussions and decision making with respect to such transaction other than to respond to any applicable questions.

Nomination of Directors

The Company does not have a Corporate Governance and Nominating Committee. Nominations are currently reviewed by the entire Board. Board members are able to freely make suggestions regarding individuals to be considered by the Board for nomination. After such consideration, the committee determines whether or not to put the individual forward as a nominee at the annual meeting of shareholders or at such other time as may be necessary.

Compensation

Compensation of the directors and executive officers is determined by the Board in consultation with the Compensation Committee. The Compensation Committee meets throughout the year and on an ad hoc basis to discuss performance and mandates for management. The Compensation Committee also holds formal review meetings at the conclusion of each year to measure performance and adjust salaries and determine whether any bonuses will be payable. Executive officer compensation is paid in accordance

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with agreements previously approved by the Board. The Compensation Committee is comprised of at least a majority of independent directors.

Other Board Committees

As a relatively small Board of five members, the Board acts on all matters with the exception of duties carried out specifically by the Audit Committee and the Compensation Committee. There are no additional committees of the Board. All directors participate actively in the decision-making process and all work effectively and efficiently as a group. At the present time, the Company does not have a formal assessment process for the Board, its committees or individual directors. The Board does consider from time to time its effectiveness as well as the effectiveness of its committees. The Board in the process of establishing a formal assessment procedure.

Assessments

The Board of Directors and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Board of Directors encourages discussion among members as to evaluation of its effectiveness as a whole and of each individual director. All directors are free to make suggestions for improvement of the Board of Directors’ practice at any time and are encourage to do so.

Director Term Limits and Other Mechanisms of Board Renewal

The Company does not impose term limits on its directors. While term limits can help ensure the Board gains a fresh perspective, term limits may serve as an arbitrary mechanism for removing directors which can result in valuable, experience directors being forced to leave the Board solely because of length service. The Company believes that directors should be assessed based on their ability to continue to make a meaningful contribution to the Board. The Board reviews the composition of the Board on a regular basis and recommends changes as appropriate.

Policies Regarding the Representation of Women on the Board

The Company has not adopted a policy specifically addressing the achievement of gender diversity. The Board does not consider it necessary to have a gender diversity policy at this time, but may be consider adopting a policy in the future. Furthermore, the Company has not set any objectives for achieving gender diversity because, as a matter of practice, diversity (including gender diversity) is among the factors that the Board considers when evaluating the composition of the board of directors.

Should a gender diversity policy be considered appropriate for the Company in the future due to increases in size of the organization, the policy would specifically deal with the objectives for achieving diversity.

Diversity Policy

The Company encourages diversity in the composition of the Board and requires periodic review of the composition of the Board as a whole to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of diversity, knowledge, experience, skills and expertise required for the Board as a whole. The Code of Conduct explicitly states that the Company and its subsidiaries are firmly committed to providing equal opportunity in all aspects of employment. The Issuer endorses the principle that the Board should have a balance of skills, experience and diversity of perspectives appropriate to the business. The Board has not yet adopted a written policy or targets relating to the identification and nomination of designated groups including women, Indigenous peoples, persons with disabilities and members of visible minorities (collectively “members of designated groups”) to the Board. And while competence, skillset and experience remain the foremost qualifications for nomination, the Board does take into consideration a nominee’s potential to contribute to diversity within the Board. Given that diversity is part of determining the overall balance, the Board has not yet adopted a gender specific policy

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target. The Board will review its structure and diversity annually and may set diversity aspirations regarding the Board’s optimum composition as part of the identification and nomination of members of the Board. The Board will consider a number of factors, including gender, ethnic and geographic diversity, age, business experience, professional expertise, sexual identity, religion, family upbringing, neurodiversity, personal skills, personal experience and personal perspectives, when seeking and considering new members for nomination or evaluating Board nominees for re-election. Notwithstanding the foregoing, recommendations concerning Board nominees are, foremost, based on merit and performance, with due regard to the overall effectiveness of the Board, with diversity being taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board and management levels. The Board has not currently adopted a policy on term limits or other forms of board renewal.

The Board and senior management do not currently consist of individuals who meet the definition of “designated persons”.

Consistent with the Company’s approach to diversity at the Board level, hiring practices include consideration of diversity across designated groups. The Board will, among other factors in the making of executive officer appointments, consider the level of representation of designated groups. In searches for new executive officers, the Board will consider the level of diversity in management as one of several factors used in its search process. Notwithstanding the foregoing, all executive officer appointments will always be based on merit, having regard to the requirements of the Issuer.

Interest of Informed Persons in Material Transactions

For information on the related party transactions of the Company, please see the relevant disclosure in the Company’s Annual Information Form of the years ended December 31, 2021 and December 31, 2020.

Appointment of Auditors

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the appointment of Davidson & Company LLP, Chartered Accountants, of Vancouver, BC, as auditors of the Company to hold office until the next annual meeting of Shareholders and to authorize the Board to fix the auditors’ remuneration. Davidson & Company LLP, Chartered Accountants, were first appointed on December 9, 2015.

This resolution must be passed by a majority of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting.

Consolidation of Common Shares

The Board has proposed the submission to Shareholders for consideration of a special resolution approving the consolidation of the Company’s issued and outstanding Common Shares (the “Special Resolution” ). If the Special Resolution is approved, the Board will have authority to consolidate the Common Shares at a ratio of up to ten (10) to one (1) (the “Consolidation” ). The Board will be permitted without further shareholder approval to select a lower consolidation ratio if it deems appropriate. Approval of the Consolidation by the shareholders would give the Board authority to implement the Consolidation at any time. As at the date hereof, assuming the shareholders approve the Consolidation, the Board intends to implement the Consolidation as soon as reasonably practical following the Meeting, subject to TSXV approval. In addition, notwithstanding approval of the Consolidation by the shareholders, the Board, in its sole discretion, may revoke the Special Resolution and abandon the Consolidation without further approval, action by, or prior notice to Shareholders.

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Background and Reasons for Consolidation

The Board believes that in order to facilitate access to additional working capital to further the development of the Company's projects, it may be necessary to consolidate the issued and outstanding share capital.

The Company will continue in its efforts to raise additional working capital without resorting to a share consolidation, however, given the present difficult market conditions for junior exploration companies it may be necessary to undertake a consolidation so as to bring the share price above the minimum threshold for capital raising as dictated by TSXV policies.

Accordingly, shareholders will be asked to approve a special resolution to consolidate the issued and outstanding Common Shares of the Company on the basis of one (1) new Common Share for up to ten (10) old Common Shares. This special resolution will also grant the Board the authority to: (i) use their discretion to adjust the consolidation ratio, (ii) use their discretion with respect to the timing to implement this special resolution, and (iii) use their discretion to revoke this special resolution.

Principal Effects of the Share Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Common Shares and the Consolidation ratio will apply equally for all such Common Shares. The Consolidation will affect all holders of the Company’s Common Shares uniformly. In addition, there may be a minimal effect on a Shareholder’s percentage ownership interest in the Company resulting from the proposed treatment of fractional Common Shares (see “Effect on Fractional Shares” ). No fractional Common Share will be issued in connection with the Consolidation. Each Common Share outstanding post-Consolidation will be entitled to one vote and will be fully paid and non-assessable.

The principal effects of the Consolidation will be that:

(a) the number of Common Shares of the Company issued and outstanding will be reduced from 144,881,638 Common Shares as of the date hereof to approximately 14,488,164 Common Shares if the maximum consolidation ratio of ten (10) to one (1) is used; and
(b) the exercise or conversion price and/or the number of Common Shares issuable under any of the Company’s outstanding convertible securities, stock options and warrants will be proportionally adjusted upon the Consolidation based on the Consolidation ratio.

Effect on Fractional Shares

No fractional Common Shares will be issued if, as a result of the Consolidation, a shareholder would otherwise be entitled to a fractional Common Share. Instead, if, as a result of the Consolidation, a Shareholder is entitled to a fractional Common Share, such fractional Common Share that is less than ½ of one (1) post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least ½ of one (1) post-Consolidation Common Share will be rounded up to one (1) whole postConsolidation Common Share.

Effect on Non-Registered Holders

Non-Registered Holders holding their Common Shares through an Intermediary should note that such Intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If you are a Non-Registered Holder and you have questions or concerns in this regard, you are encouraged to contact your Intermediary.

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Effect on Convertible Securities and Stock Options

The exercise or conversion price and/or the number of Common Shares issuable under any outstanding convertible securities and outstanding stock options will be proportionally adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, based on the Consolidation ratio.

Effect on Common Shares Held in Book-Entry Form

Certain Non-Registered Holders may own Common Shares in book-entry form. Non-Registered Holders will not have share certificates evidencing their ownership of such Common Shares and therefore do not need to take any additional actions to exchange their pre-Consolidation book-entry Common Shares, if any, for post-Consolidation Common Shares. Upon the effective date of the Consolidation, each then existing book-entry account will be adjusted to reflect the number of post-Consolidation Common Shares to which the Non-Registered Holder is entitled in accordance with the Consolidation ratio.

No Dissent Right

Under the Canada Business Corporations Act (the “CBCA” ), Shareholders do not have dissent or appraisal rights with respect to the Consolidation.

Resolution for Approving the Consolidation

Upon approval of the Special Resolution, following the obtaining of all necessary regulatory approvals, including the acceptance of TSXV, the Company will promptly file articles of amendment with the required entity under the CBCA in the form prescribed by the CBCA to amend the Company’s articles of incorporation. The Consolidation will become effective on the date shown in the certificate of amendment in connection therewith, or such other date as indicated in the articles of amendment.

Upon approval of the Special Resolution, following the obtaining of all necessary regulatory approvals, including the acceptance of TSXV, registered shareholders will receive a Letter of Transmittal which will detail the instructions for the exchange of share certificates. The transfer agent will send to each registered shareholder who has sent the required documents a new share certificate representing the number of post-Consolidation Common Shares to which the shareholder is entitled. Until surrendered, each share certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. If a registered shareholder would otherwise be entitled to receive a fractional share, such fractional share shall be treated in the manner described above.

In order to be effective, the Special Resolution must be approved by two-thirds of the Common Shares voting at the Meeting.

The text of the Special Resolution is as follows:

“BE IT RESOLVED THAT:

the issued and outstanding shares in the capital of the Company be consolidated on the basis of one (1) post-Consolidation Common Share for up to every ten (10) Common Shares currently issued and outstanding and the directors of the Company are hereby authorized to select a lesser consolidation ratio at their sole discretion;
no fractional shares shall be issued upon the consolidation, each fractional Common Share that is less than ½ of one (1) post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least ½ of one (1) post-Consolidation
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Common Share will be rounded up to one (1) whole post-Consolidation Common Share;

notwithstanding the approval of holders of the Common Shares of the Company to the above resolutions, the directors of the Company may revoke the foregoing resolutions before they are acted on without any further approval by the persons eligible to vote on this Special Resolution at the Meeting;
the effective date of such consolidation shall be the date shown in the certificate of amendment; and
any of the officers or directors of the Company be and are hereby authorized for and on behalf of the Company (whether under its corporate seal or otherwise) to execute and deliver Articles of Amendment to effect the foregoing resolutions with the required entity and all other documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action.”

UNLESS OTHERWISE DIRECTED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPROVAL OF THE CONSOLIDATION OF OUTSTANDING CAPITAL.

Stock Option Plan

Currently, the Company has an 8% "rolling" stock option plan as described in TSXV Policy 4.4. Under TSXV Policy 4.4, the Company is required to confirm the approval of its shareholders of any stock option plan that is a "rolling" plan yearly at the Company's annual meeting.

The Company has adopted the Stock Option Plan for senior officers, directors, employees and consultants of the Company and its subsidiaries and other persons as designated from time to time by the Board. The Stock Option Plan provides for the issuance of stock options exercisable to acquire up to 8% of the number of issued and outstanding Common Shares as at the date of grant, subject to standard anti-dilution adjustment. This is a “rolling plan” as the number of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. At no time will more than 8% of the number of outstanding Common Shares be subject to grant under the Stock Option Plan. If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of that expired or terminated stock option that have not been exercised shall again be available for grant under the Stock Option Plan.

The purpose of the Stock Option Plan is to encourage Common Share ownership in the Company by senior officers, directors, employees and consultants of the Company and its subsidiaries and other persons as designated from time to time by the Board. The maximum number of Common Shares under the Stock Option Plan which may be reserved for issuance to any one senior officer, director, employee or consultant of or its subsidiaries and other designated persons as designated from time to time by the Board is 5% of the number of Common Shares outstanding at the time of the grant (calculated on a nondiluted basis and 2% for any consultant of the Company). The maximum number of Common Shares under the Stock Option Plan which may be reserved for issuance for all consultants providing investor relations services may not exceed 2% of the number of Common Shares outstanding at the time of grant. Any shares subject to an option which for any reason is cancelled or terminated prior to exercise will be available for a subsequent grant under the Stock Option Plan. The option price of any shares cannot be less than the closing price of the shares on the day immediately preceding the day upon which the option is granted, less any discount permitted by the policies of TSXV.

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Options granted under the Stock Option Plan may be exercised during a period not exceeding five years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, senior officer, director or consultant of the Company or its subsidiaries and other designated persons as designated from time to time by the Board or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. Regardless of the reason (other than death), an option holder will have ninety (90) days after his or her termination to exercise their option. The options are nontransferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock Option Plan at any time. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of options granted under the Stock Option Plan.

As of the date of this Circular, there are currently 1,090,571 options available for grant under the Plan and no stock options that are outstanding under the Plan.

Ratification of Stock Option Plan

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED TO CONFIRM THE APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

Shareholders are asked to pass the following ordinary resolution (meaning a resolution passed by the majority of votes cast thereon in person or by proxy at the Meeting) confirming the approval of the existing Stock Option Plan:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:
The approval of the Stock Option Plan of the Company is hereby confirmed; and
any director or officer of the Company is hereby authorized to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with such re-approval, the execution of any such document or the doing of any such other act or thing by any director or officer of the Company being conclusive evidence of such determination."

Additional Information

Financial information is provided in the Company’s financial statements for the financial years ended December 31, 2021, December 31, 2020 and related management’s discussion and analysis of results, which may be found the Company’s annual report to shareholders, which accompanies this management information circular and has also been filed on SEDAR. Shareholders may also contact the Company’s corporate counsel, Gardiner Roberts LLP by phone at (416) 865-6660 to request copies of these documents.

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Directors’ Approval

The contents of this management information circular and the sending thereof to the shareholders of the Company have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

“Walter Henry” Walter Henry Chairman and Director

Toronto, Ontario December 19, 2022

Schedule "A"

Mandate of the Board of Directors

Purpose

The Board of Directors (the “Board”) of Alturas Minerals Corp. (the “Corporation”) is responsible for the supervision of the management of the business and affairs of the Corporation. The Board will carry out the procedures, responsibilities and duties set out below, either directly or through its committees, currently consisting of the Audit Committee; the Compensation Committee; and the Corporate Governance and Nominating Committee.

Composition

The Board should consist of persons who possess skills and competencies in areas that are relevant to the Corporation’s activities. A majority of the directors will be “independent” directors within the meaning of applicable securities law and listing requirements.
The directors of the Corporation will be elected by the Corporation’s shareholders at the annual meeting of shareholders for a term of one year.

Meetings

The Board will have at least four regularly scheduled meetings per year.
The Chairman, the Chief Executive Officer (“CEO”) and the Lead Director, if one has been appointed, will be responsible for the Board’s agenda. Prior to each Board meeting, the Chairman and the CEO will discuss agenda items for the meeting with the Lead Director, if one has been appointed. Materials for each meeting will be distributed to directors in advance of the meetings.
Directors are expected to attend at least three quarters of all meetings of the Board held in a given year and to adequately review meeting materials in advance of all such meetings.
The independent directors shall hold in camera sessions without management and non-independent directors present at each meeting if requested. The Lead Director, if one has been appointed, will chair meetings of the independent directors.

Board Committees

The Board may appoint such committees from time to time as it considers appropriate. Each permanent committee will have a mandate that will be approved by the Board setting out the committee’s responsibilities and the extent of the powers delegated to it.

Oversight of Management and the Board

The Board is responsible for the appointment and replacement of senior officers. The Board will ensure that appropriate succession planning, including the appointment, training and monitoring of senior management and members of the Board, is in place.
The Board is responsible for satisfying itself as to the integrity of the CEO and other senior officers and that the CEO and other senior officers create a culture of integrity throughout the Corporation.
The Board will annually consider what additional skills and competencies would be helpful to the Board, with the Corporate Governance and Nominating Committee being responsible for identifying specific candidates for consideration for appointment to the Board.

B-2

Through the Compensation Committee, the Board will review the compensation of directors to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director and will review the compensation of members of the senior management team to ensure that it is competitive within the industry and that the form of compensation aligns the interests of each senior management member with those of the Corporation.

Financial Matters

The Board is responsible for reviewing the financial and underlying operational performance of the Corporation.
The Board will review and approve annual financial statements, management's discussion and analysis related to such annual financial statements, budgets and forecasts, and the Corporation’s annual information form, management information circular and annual report.
The Board, primarily through the Audit Committee, will monitor and ensure the integrity of the internal controls and procedures (including adequate management information systems) within the Corporation and the financial reporting procedures of the Corporation.
The Board is responsible for establishing and reviewing from time to time a dividend policy for the Corporation.

Business Strategy

The Board has primary responsibility for the adoption of the strategic direction of the Corporation. The Board will contribute to the development of strategic direction by approving, at least annually, a strategic plan and budget developed and proposed by management. The plan and budget will take into account the business opportunities and business risks of the Corporation. The Board will review with management from time to time the strategic planning environment, the emergence of new opportunities, trends and risks and the implications of these developments for the strategic direction of the Corporation. The Board will review and approve the Corporation's financial objectives, plans and actions, including significant capital allocations and expenditures.
The Board is responsible for ensuring that the principal business risks of the Corporation are managed appropriately.
The Board will monitor corporate performance against the strategic and business plan and budget, including assessing operating results to evaluate whether the business is being properly managed.
The Board is responsible for reviewing and approving material transactions not in the ordinary course of business presented to the Board.

Communications and Reporting to Shareholders

The Board is responsible for overseeing the Corporation’s continuous disclosure program with a view to satisfying itself that procedures are in place to ensure that material information is disclosed in a timely fashion.
The Board will ensure that the Corporation has a disclosure policy that includes a framework for investor relations and public disclosure in place. Corporate Governance
The Corporate Governance and Nominating Committee will establish the Board’s approach to corporate governance principles.

B-3

The Board is responsible for assessing its own effectiveness in fulfilling this mandate and shall assess its mandate as well as the mandate of each of its committees from time to time and at least annually.
The Board is responsible for evaluating the relevant relationships of each independent director and shall make an affirmative determination that such relationship does not preclude a determination that each such director is independent.
The Board is responsible for ensuring appropriate standards of corporate conduct including adopting a corporate code of conduct for all employees and senior management, and ensuring that a system is in place to monitor compliance with such code. Only the full Board may grant waivers of the code of conduct which would be to the benefit of directors and/or senior officers.

General

The Board is responsible for performing such other functions as prescribed by law.
The Board may at any time retain outside financial, legal or other advisors at the expense of the Corporation. Any director may, subject to the approval of the Corporate Governance and Nominating Committee, retain an outside advisor at the expense of the Corporation.

Chairman

The Chairman will provide leadership to directors in discharging their duties as set out in this mandate, including by:

(a) leading, managing and organizing the Board consistent with the approach to corporate governance adopted by the Board from time to time;

(b) promoting cohesiveness among the directors;
(c) being satisfied, together with the Lead Director, if one has been appointed, that the responsibilities of the Board and its committees are well understood by the directors;
(d) satisfying itself as to the integrity of the senior officers of the Corporation and ensuring that such senior officers create a culture of integrity throughout the organization;

(e) together with the Lead Director, if one has been appointed, and the Chair of the Corporate Governance and Nominating Committee, reviewing the committees of the Board, the Chairs of such committees and the mandates of such committees; and

(f) together with the Lead Director and the Chair of the Corporate Governance and Nominating Committee, ensuring that the Board, committees of the Board, individual directors and senior management of the Corporation understand and discharge their duties under the approach to corporate governance adopted by the Board from time to time.

In connection with meetings of the directors, the Chairman shall be responsible for the following (in consultation with the Lead Director, if one, and the Chair of the Corporate Governance and Nominating Committee, as appropriate):
(a) scheduling meetings of the directors;
(b) coordinating with the Chairs of the committees of the Board to schedule meetings of the committees;
(c) reviewing with the Lead Director, if one, items of importance for consideration by the Board;
(d) together with the Lead Director, if one has been appointed, ensuring that all business required to come before the Board is brought before the Board, such that the Board is able to carry out its duties;
(e) setting the agenda for meetings of the Board;
(f) monitoring the adequacy of materials provided to the directors by management in connection with the directors' deliberations;
(g) ensuring that the directors have sufficient time to review the materials provided to them and to fully discuss the business that comes before the Board;
(h) presiding over meetings of the directors; and

B-4

(i) encouraging free and open discussion at meetings of the Board.

Lead Director

The Board will appoint a Lead Director in circumstances in which the Chairman of the Board is not considered independent under applicable securities laws, in order to provide independent leadership to the Board and for the other purposes set forth below.
The Corporate Governance and Nominating Committee will recommend a candidate for the position of Lead Director from among the independent members of the Board. The Board will be responsible for approving and appointing the Lead Director.
The Lead Director will hold office at the pleasure of the Board, until a successor has been duly elected or appointed or until the Lead Director resigns or is otherwise removed from the office by the Board.
The Lead Director will provide independent leadership to the Board and will facilitate the functioning of the Board independently of the Corporation's management. Together with the Chair of the Corporate Governance and Nominating Committee, the Lead Director will be responsible for the corporate governance practices of the Corporation.

34. The Lead Director will:

(a) in conjunction with the Chair of the Corporate Governance and Nominating Committee, provide leadership to ensure that the Board functions independently of management of the Corporation;

(b) in the absence of the Chairman, act as chair of meetings of the Board;
(c) recommend, where necessary, the holding of special meetings of the Board;
(d) review with the Chairman and the CEO items of importance for consideration by Board;

(e) consult and meet with any or all of the Corporation’s independent directors, at the discretion of either party and with or without the attendance of the Chairman, and represent such directors in discussions with management of the Corporation concerning corporate governance issues and other matters;

(f) together with the Chairman, ensure that all business required to come before the Board is brought before the Board, such that the Board is able to carry out all of its duties to supervise the management of the business and affairs of the Corporation;

(g) together with the Chairman and the Chair of the Corporate Governance and Nominating Committee, ensure that the Board, committees of the Board, individual directors and senior management of the Corporation understand and discharge their duties and obligations under the approach to corporate governance adopted by the Board from time to time;

(h) mentor and counsel new members of the Board to assist them in becoming active and effective directors;

(i) facilitate the process of conducting director evaluations;

(j) promote best practices and high standards of corporate governance; and

(k) perform such other duties and responsibilities as may be delegated to the Lead Director by the Board from time to time.

Feedback

The Board welcomes input and comments from shareholders of the Corporation relating to this mandate. Such input and comments may be sent to the Board at the Corporation’s address.

AI assistant

Alturas Minerals Corp. — Proxy Solicitation & Information Statement 2022

44663_rns_2022-12-30_bd862453-8171-470c-876a-bc7cc64daaca.pdf

ALTURAS MINERALS CORP.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

ALTURAS MINERALS CORP.

MANAGEMENT INFORMATION CIRCULAR

DATED DECEMBER 19, 2022

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

- Voting by Non Registered Shareholders

University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1 (Fax: Within North America 1-866-249-7775, Outside North America (416) 263-9542).

Interest of Certain Persons in Matters to be Acted Upon

Voting Securities and Principal Holders Thereof

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Implementation of the Company’s Compensation Policies

Management Agreements

Stock Options

Compensation Committee

Performance Chart

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of December 31, 2021 and December 31, 2020

Value Vested or Earned by Named Executive Officers During the Year Ended December 31, 2021 and December 31, 2020 Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Employment/Consulting Contracts

Summary of Termination Benefits

Compensation of Directors

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who are Named Executive Officers) as of December 31, 2021 and December 31, 2020.

Value Vested or Earned During the Year Ended December 31, 2021 and December 31, 2020 by Directors (Other Than Directors Who are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Securities Authorized for Issuance under Equity Compensation Plans

Indebtedness of Directors and Executive Officers

BUSINESS OF THE MEETING

Presentation of Financial Statements

Election of Directors

Corporate Cease Trade Orders or Bankruptcies

Statement of Corporate Governance Practices

Corporate Governance

Board of Directors

Directorships

Name of Director

Reporting Issuer

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

Director Term Limits and Other Mechanisms of Board Renewal

Policies Regarding the Representation of Women on the Board

Diversity Policy

Interest of Informed Persons in Material Transactions

Appointment of Auditors

Consolidation of Common Shares

Background and Reasons for Consolidation

Principal Effects of the Share Consolidation

Effect on Fractional Shares

Effect on Non-Registered Holders

Effect on Convertible Securities and Stock Options

Effect on Common Shares Held in Book-Entry Form

No Dissent Right

Resolution for Approving the Consolidation

“BE IT RESOLVED THAT:

UNLESS OTHERWISE DIRECTED, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPROVAL OF THE CONSOLIDATION OF OUTSTANDING CAPITAL.

Stock Option Plan

Ratification of Stock Option Plan

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED TO CONFIRM THE APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

Additional Information

Directors’ Approval

Schedule "A"

Mandate of the Board of Directors

Purpose

Composition

Meetings

Board Committees

Alturas Minerals Corp. Proxy Solicitation & Information Statement 2022