AM Resources Corp. — AGM Information 2023

Jan 23, 2023

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AM RESOURCES CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 13, 2023

AND

MANAGEMENT INFORMATION CIRCULAR

JANUARY 9, 2023

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

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GLOSSARY OF DEFINED TERMS

The following terms used in this Information Circular have the meanings set forth below:

“Associate” , when used to indicate a relationship with a Person, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10 percent of the voting rights attached to all outstanding voting securities of the issuer;

(b) any partner of the Person;

(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity; and

• (d) in the case of a Person who is an individual

• (i) that Person’s spouse or child, or

(ii) any relative of that Person or of his spouse who has the same residence as that Person;

but

(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company.

“ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name.

“ Board ” means the board of directors of the Corporation.

“ CBCA ” means the Canada Business Corporations Act .

“ CEO ” has the meaning set out under “STATEMENT OF EXECUTIVE COMPENSATION”.

“ CFO ” has the meaning set out under “STATEMENT OF EXECUTIVE COMPENSATION”.

“ Common Shares ” means common shares without par value in the capital of the Corporation.

“ Corporation ” means AM Resources Corp.

“ Current Plan ” has the meaning set out under “STATEMENT OF EXECUTIVE COMPENSATION”.

“ Former Plan ” has the meaning set out under “STATEMENT OF EXECUTIVE COMPENSATION”.

“ Information Circular ” means this information circular.

“ Meeting ” means the annual general and special meeting of shareholders of the Corporation to be held on February 13, 2023, and any adjournment or postponement thereof.

“ NEO ” has the meaning set out under “STATEMENT OF EXECUTIVE COMPENSATION”.

“ New Plan ” has the meaning set out under “PARTICULARS OF MATTERS TO BE ACTED UPON – Approval of New 10% “rolling” Stock Option Plan”.

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“ Notice of Meeting ” means the notice of the annual general and special meeting of the Corporation, to which this Information Circular is attached.

“ Option Plan Resolution ” has the meaning set out under “PARTICULARS OF MATTERS TO BE ACTED UPON – Approval of New 10% “rolling” Stock Option Plan”.

“ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, company, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“ Proxy ” means the accompanying form of proxy.

“ Record Date ” has the meaning set out under “QUESTIONS AND ANSWERS ABOUT VOTING BY PROXY”.

“ Shareholders ” means shareholders of the Corporation.

“ TSX Trust ” means the Corporation’s transfer agent and registrar TSX Trust Company.

“ TSXV ” or “ Exchange ” means the TSX Venture Exchange.

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NOTICE OF MEETING

Dear Shareholders:

You are invited to attend the Annual General and Special Meeting of Shareholders of AM Resources Corp. (the “ Meeting ”), which will take place on February 13, 2023 at 10:00 am (EST) at 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec H3A 3G4, with the teleconference access as set forth below.

 Meeting Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=m4a9f33a55bccb91fae97b5749c024bbc  Canada Toll: +1-416-915-6530

• Canada Toll Free: 1-855-244-8677

• Attendee access code: 2630 279 0559

The participation and opinions of all Shareholders are very important to us. Shareholders are encouraged to cast their votes, which can be done by following the instructions enclosed with these materials.

The Corporation scheduled the Meeting on a hybrid basis. The Corporation strongly recommend that all Shareholders vote by proxy whether you are able to join the Meeting or not. Shareholders who present the Meeting in person will be expected to observe all rules and policies set for by the Corporation during the Meeting.

The items of business to be considered at the Meeting are described in the accompanying Information Circular.

At the Meeting, in addition to dealing with the matters described in the Notice, we will review the affairs of the Corporation. Furthermore, shareholders will have an opportunity to ask questions and to meet the Corporation’s Directors and management representatives.

All of our public documents are available on our website at www.SEDAR.com. We encourage all shareholders to read the circular in detail and pay attention to the materials posted on SEDAR or mailed to them regarding the meeting and the postponement, if any.

We look forward to seeing you at the Meeting.

Yours sincerely,

/s/ “David Grondin”

DAVID GRONDIN

President and Chief Executive Officer

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410 Saint-Nicolas Road, Suite 236 Montréal, Québec H2Y 2P5 Telephone: 514 907-9016 https://www.am-resources.com

INFORMATION CIRCULAR

(unless otherwise specified, information is as of January 9, 2023)

This Information Circular is furnished in connection with the solicitation of proxies by the management of AM Resources Corp. (the “ Corporation ”) for use at the annual general and special meeting of the Corporation (and any adjournment thereof) to be held on February 13, 2023 (the “ Meeting ”) at the time and place set forth in the accompanying Notice of Meeting.

The Meeting will be held for the following purposes:

1. Receive and consider the financial statements of the Corporation for the financial years ended December 31, 2019, December 31, 2020, and December 31, 2021, and the auditors’ reports thereon;

2. Election of the Board of Directors of the Corporation for the ensuing year;

3. Appoint the auditors and authorize the directors to fix their remuneration;

4. To consider, and if deemed advisable to adopt, an ordinary resolution approving the Corporation’s new 10% rolling share option plan; and

5. All other questions that may properly be brought before the Meeting or any adjournment thereof.

All additional information, including information contained in the financial statements, will be available to Shareholders and will be disclosed periodically, in accordance with Regulation 51-102 respecting Continuous Disclosure Obligations . In this Information Circular, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars.

SOLICITATION OF PROXIES

This Information Circular is being delivered in connection with the solicitation of proxies by management of the Corporation at the Meeting, to be held on the date, at the place, on the hour, and for the purposes stated in the Notice of Meeting. Solicitation of proxies will be primarily by mail, but may also be by telephone or oral communication by the directors and officers of the Corporation, at no additional cost. The cost of the solicitation of proxies will be borne by the Corporation.

The Corporation may also reimburse brokers and other persons holding shares in their own name or in the names of their nominees for their expenses in sending proxies and proxy materials to the beneficial owners, and obtaining their proxies, but solicitations will not be made by employees engaged for that purpose or by soliciting agents.

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APPOINTMENT AND REVOCATION OF PROXIES

An instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or his attorney duly authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney thereof.

The persons named in the form of proxy accompanying the Notice of Meeting are officers and directors of the Corporation. A Shareholder submitting a Form of Proxy shall have the right to appoint a person, other than the person or persons designated in the form of proxy furnished by the Corporation, to represent the Shareholder at the Meeting. To exercise this right, the Shareholder must either insert the name of the desired representative in the blank space provided in the form of proxy and checking the appropriate box. A form of proxy will not be valid unless it is received at the offices of TSX Trust no later than 10:00 a.m. (Montreal Time) on February 9, 2023 or 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned.

A person giving a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a corporation, by an officer or attorney duly authorized, and delivered to the offices of TSX Trust at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which such form of proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deliveries the form of proxy shall be revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

QUESTIONS AND ANSWERS ABOUT VOTING BY PROXY

Q: Who has the right to vote?

• A: The registered Shareholders (hereinafter, the “ Registered Shareholders ”) on the record date, January 9, 2023 (hereinafter, the “ Record Date ”) have the right to vote. Each Common Share confers a right to vote on the matters described in the Notice of Meeting for the annual general meeting of Shareholders.

Q: How can I vote?

• A: You can exercise your right to vote your shares in two ways. If you are a Registered Shareholder, you may vote in person at the meeting or sign the Form of Proxy so as to allow people who are appointed or another person of your choice, which is not required to be a shareholder, to represent you as proxyholder and to exercise the voting rights attached to your shares at the Meeting.

Q: What if I plan to attend the Meeting and vote in person?

• A: If you are a Registered Shareholder and plan to attend the Meeting to exercise in person the voting rights attached to your shares, you do not have to complete and return the proxy. You exercise your voting rights yourself at the meeting. Please register with the transfer agent upon attendance at the Meeting.

Q: Who is soliciting my proxy?

• A: The enclosed proxy is solicited by management of the Corporation. The costs relating to the solicitation of proxies will be covered by the Corporation. The solicitation of proxies will be primarily by mail, but it can also be done by telephone or in person by employees of the Corporation, who will receive no compensation in this regard.

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Q: What happens if I sign the proxy form attached to the Circular?

• A: By signing the enclosed proxy, you authorize David Grondin, CEO of the Corporation, or any other person you have appointed to exercise the voting rights attached to your shares at the Meeting.

Q: Can I name a person other than these officers to exercise my right to vote?

• A: YES. Enter the name of this person, who is not required to be a Shareholder, in the space provided on the form of proxy and check the appropriate box.

You must ensure that they will attend the Meeting and that they know that they have been appointed to exercise the right to vote your shares. Upon attendance at the Meeting, the person must present themselves to a representative of TSX Trust.

Q: What should I do with my proxy form?

• A: Return it to the Corporation’s transfer agent, TSX Trust, in the reply envelope provided, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the commencement of the Meeting or any adjournment thereof or present it to the president of the Meeting prior to the commencement of the Meeting or any adjournment thereof. Your vote will then be counted.

A Registered Shareholder may submit a proxy using one of the following methods:

• (a) complete, date and sign the proxy form and return it to the Corporation’s transfer agent by mail to TSX Trust Company at P.O. Box 721, Agincourt, Ontario M1S 0A1, or by fax to 416-368-2502 or toll free in Canada and the United Statements to 1-866-781-3111, or scan and email to proxyvote@tmx.com; or

• (b) use any touch-tone phone, call toll free in Canada and United States 1-888-4897352. Registered shareholders must follow the voice instructions and refer to the enclosed proxy form for the holder’s account number and the proxy access number; or

• (c) log on to TSX Trust’s website at www.tsxtrust.com/vote-proxy. Registered shareholders must follow the instructions provided on the website and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Q: If I change my mind, can I revoke my proxy once I provide it?

• A: YES. If you change your mind and wish to revoke your proxy, in addition to revoking it in the manner accepted by law, a proxy can be revoked in writing on the part of a Shareholder or their duly authorized proxy and deposed at the transfer agent’s office at any time until the last working day, inclusively, preceding the Meeting or its adjournment or the proxy must be used, unless given directly to the president of the Meeting on the day of the Meeting or any adjournment thereof, and upon receipt of the notice the proxy is revoked.

Q: How will my shares be voted if I give my proxy?

• A: Persons named on the proxy form must exercise their voting rights connected to their shares for or against the questions submitted to the Meeting or abstain from exercising them in accordance with your instructions. In the absence of instructions to the contrary, the voting rights attached to your shares will be exercised “FOR” of re-election of the directors and the re-appointment of the auditors.

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Q: What happens if changes are made to these subjects or if other issues are submitted to the Meeting?

• A: The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified on the form of proxy and other matters that may properly come before the Meeting. At of the date of this Circular, management of the Corporation is not aware of any change or any other issue that may come before the Meeting.

Q: How many shares are entitled to be voted?

• A: As of the date hereof, there are 139,259,826 Common Shares issued and outstanding. Each Registered Shareholder holds one vote for each Common Share as of the close of business on the Record Date.

Q: What happens if shares are transferred after the Record Date?

• A: If a Shareholder transfers shares after the Record Date, the new holder of the shares can request to be added to the list of Registered Shareholders in order to exercise the voting rights attached to the transferred shares, if the request is made no later than ten (10) days prior to the date of the Meeting and the new holder produces the share certificates duly endorsed for transfer or is otherwise able to provide acceptable evidence of ownership of said shares.

Q: What is the applicable deadline for sending a proposal to the Corporation?

• R: The deadline to submit a proposal to the Corporation for the Meeting is February 9, 2023.

VALIDITY OF A PROXY

The by-laws of the Corporation provide that a proxy or an instrument appointing a duly authorized representative of the Corporation shall be in writing, under the hand of the appointee or his attorney duly authorized in writing, or, if such appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorized for that purpose.

VOTING BY PROXY

Shares represented by a proxy are to be voted or withheld from voting on any ballot by the proxy named in the enclosed form of proxy in accordance with the instructions of the Shareholders. If no instructions are indicated, these shares will be voted IN FAVOUR of the matters referred to in the accompanying Notice of Meeting. The enclosed form of proxy confers discretionary authority on the persons named therein with respect to matters not specifically mentioned in the Notice of Meeting and which may properly come before the Meeting.

As at the date of this Circular, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting, other than those matters referred to in the Notice of Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of the Shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (hereinafter, the “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the Registered Shareholders can be recognized and acted upon at the Meeting. If shares are held in an account with an intermediary, such as a broker or financial institution, then

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in almost all cases those shares will not be registered in the Beneficial Shareholder’s name in the records of the Corporation. Such shares will more likely be registered under the name of the intermediary or its agent. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Such Shares can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions the intermediary and its agents and nominees are prohibited from voting such shares. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are

communicated to the appropriate person.

Applicable regulatory policy requires intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the applicable meeting. The voting instruction form supplied to a Beneficial Shareholder by its broker or other intermediary or agent is similar to the form of proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (the broker or other intermediary or agent) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (hereinafter, “ Broadridge ”). Broadridge typically asks Beneficial Shareholders to return the voting instruction forms to it. Broadridge then tabulates the results of all instruction received and provides appropriate instructions respecting the voting of shares to be represented at the applicable meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form to vote shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted.

Notice of Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated in Canada and existing under the Canada Business Corporations Act , as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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

To the best of our knowledge, except as otherwise disclosed herein, no director or executive officer of the Corporation, nor any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the approval of the Corporation’s new share option plan as set out herein.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares. The Corporation’s Common Shares are listed for trading on the TSXV under stock symbol “AMR”.

The Board has fixed January 9, 2023 as the Record Date for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The authorized capital of the Corporation consists of a no maximum number of Common Shares without par value.

As of the Record Date, there were 139,259,826 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Corporation, as at the Record Date, the below persons and corporations beneficially owned, directly or indirectly, or exercised control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Corporation:

Shareholder Name	Number of Common Shares Held	Percentage of Issued Common Shares
AdrianaShaw	19,742,519(1)	14.18%
Antonio Raposo	20,300,000(2)	14.58%
David Grondin	15,716,962(3)	11.29%

Note: The above information was supplied to the Corporation and from the insider reports available at www.sedi.ca (the “ SEDI ”)

(1) Of which 7,622,395 Common Shares are registered under A&M USA Resources 2015 ULC, a private company wholly-owned / controlled by Ms. Shaw, and 4,700,000 Common Shares are registered under 7779534 Canada inc., a private company whollyowned / controlled by Ms. Shaw.

(2) Of which 20,000,000 Common Shares are registered under Raposo Holdco Limited., a private company wholly-owned / controlled by Mr. Raposo.

(3) Of which 9,068,000 Common Shares are registered under Fiducie Tamina, a family trust of Mr. Grondin, and 3,000,000 Common Shares are registered under Gestion DRLG Inc., a private company wholly-owned / controlled by Mr. Grondin.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation’s financial years ended December 31, 2019, December 31, 2020, and December 31, 2021, the reports of the auditor thereon and the management’s discussion and analysis over the financial year, will be placed before shareholders at the Meeting for their consideration. No formal action will be taken at the Meeting to approve the financial statements. If any shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting.

ELECTION OF DIRECTORS

The Corporation’s Board is currently comprised by five (5) directors that are Ms. Adriana Shaw, Mrs. David Grondin, Dominic Voyer, Wayne Isaacs and Diego Fernando Barragan. Management has determined the number of directors to be elected at the Meeting be at five. The term of office of each of the current directors

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terminates immediately before the election or appointment of directors at the Meeting. Unless the director’s office becomes vacant earlier in accordance with the provisions of the Canada Business Corporations Act , each director elected at the Meeting will hold office until the next annual general meeting of the Corporation, or if no director is then elected, until a successor is elected.

The following disclosure sets out the names of management’s five nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, the principal occupation, business or employment of each director nominee, the period of time during which each nominee has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

Name of Nominee; Current Position with the Corporation and Province or State and Country of Residence	Occupation, Business or Employment(1)	Period as a Director of the Corporation	Common Shares Beneficially Owned or Controlled(1)
Adriana Shaw COO and Director North Miami, Florida	President and Chief Executive Officer of Biominerales Colombia SAS since January 2013 and president and Chief Executive Officer of Biominerales Pharma Corp since January 2017.	Since April 11, 2018	19,742,519(2)
David Grondin(4) Director, President and CEO Montréal, Québec	President and Chief Executive Officer of the Corporation, and President and Chief Executive Officer of Tomagold Corporation since December 2011.	Since August 25, 2011	15,716,962(3)
Dominic Voyer(4) Director Chambly, Québec	President and Chief Executive Officer of Aurum Resources from January 2010 until December 2014 and President and Chief Executive Officer of Evoleum from January 2015 until December 2017.	Since May 22, 2018	575,000
Wayne Isaacs(4) Director Oakville, Ontario	Consultant to various public and private companies since January 2012.	Since January 18, 2017	Nil
Diego Fernando Barragan Director Delray Beach, Florida	Operating manager of AM Resources SAS since January 2016. He is also the operating manager of Biominerales Pharma SAS since January 2018.	Since November 12, 2018	Nil

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees.

(2) Of which 7,622,395 Common Shares are registered under A&M USA Resources 2015 ULC, a private company wholly-owned / controlled by Ms. Shaw, and 4,700,000 Common Shares are registered under 7779534 Canada inc., a private company wholly-owned / controlled by Ms. Shaw.

(3) Of which 9,068,000 Common Shares are registered under Fiducie Tamina, a family trust of Mr. Grondin, and 3,000,000 Common Shares are registered under Gestion DRLG Inc., a private company wholly-owned / controlled by Mr. Grondin.

(4) Member of the audit committee.

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None of the proposed nominees for election as a director of the Corporation is proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except for directors and senior officers of the Corporation acting solely in such capacity.

A shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the election of the Nominees. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

Corporate Cease Trade Orders or Bankruptcies

With the exception of the individual disclosed hereunder, none of the proposed directors is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

• On August 3, 2022, the Autorité des Marchés Financiers (the " AMF ") issued a failure to file cease trade (the “ Cease Trade Order ”) for the Corporation’s failure to file the annual audited financial statements for the year ended December 31, 2021, corresponding annual management’s discussion and analysis and certifications of the annual filings within the prescribed timeframe (the “ 2021 Financial Documents ”). Adriana Shaw, David Grondin, Dominic Voyer, Wayne Isaacs and Diego Fernando Barragan are directors of the Corporation at the time the Corporation is subject to the Cease Trade Order. The Corporation has filed the 2021 Financial Documents on SEDAR on December 19, 2022 and applied to the AMF for revocation of the Cease Trade Order on December 20, 2022. As of January 9, 2023, the application for revocation of the Cease Trade Order is still under review by the AMF.

• The securities of Kilkenny Capital Corporation (“ Kilkenny ”) are subject to a cease trade orders issued by : (i) the AMF on June 2, 2016 and on June 17, 2016 (Decision N°: 2016-IC-0108 and Decision N°: 2016IC-0112 respectively); (ii) the Ontario Securities Commission on June 6, 2017 pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Securities Act (Ontario); (iii) the British Columbia Securities Commission on June 7, 2017; and (iv) the Alberta Securities Commission, all directing that all trading in the securities of the Corporation, whether direct or indirect, cease until the order is revoked (collectively the “ Kilkenny Cease Trade Orders ”). The Kilkenny Cease Trade Orders were issued as a result of Kilkenny’s failure to file its financial statements and requisite filings for the period ended January 31, 2016. Mr. David Grondin was a director of Kilkenny at the time of the Kilkenny Cease Trade Orders and resigned on May 19, 2019.

Except as disclosed below, none of the proposed directors is, as at the date hereof, or has been, within the previous 10 years, a director or executive officer of any company (including the Corporation) 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.

• On March 1, 2017, Kilkenny filed a notice of intent to file a proposal under the Bankruptcy and Insolvency Act, RSC 1985, c B-3. Kilkenny then lodged its proposal on March 30, 2017 (the “ Proposal ”). The Proposal was subsequently approved unanimously on April 20, 2017 by the creditors present at the

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meeting of the creditors of Kilkenny. Mr. David Grondin was a director of Kilkenny at the time of the Proposal and resigned on May 19, 2019.

Penalties or Sanctions

None of the proposed directors has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITORS

At the Meeting, the Shareholders will be asked to approve a resolution to ratify the appointment of auditors and to appoint the auditors of the Corporation until the close of the next annual meeting.

The Board of Directors (the “ Board ”), upon the advice of the Audit Committee, recommends that MNP LLP (“ MNP ”) be appointed as auditors of the Corporation for the financial year ending December 31, 2023, and that the Board be authorized to fix the remuneration of the auditors. The Shareholders are being asked to ratify the appointment of Raymond Chabot Grant Thornton LLP (“ RCGT ”) as the auditors of the Corporation for the financial years ending December 31, 2020, December 31, 2021, and December 31, 2022, to appoint MNP, replacing RCGT, as the auditors of the Corporation for the financial year ending December 31, 2023, and that the Board be authorized to fix the remuneration of the auditors.

The notice of change of auditors and letters from MNP and RCGT will be available on the Corporation’s SEDAR profile.

The persons designated in the accompanying form of proxy will vote IN FAVOUR of ratification and the appointment of MNP as auditors of the Corporation and IN FAVOUR of the authorization given to the Board to fix their remuneration, unless the shareholder specifies in the form of proxy to withhold from voting in this regard.

AUDIT COMMITTEE

Under National Instrument 52-110 of the Canadian Securities Administrators (“ NI 52-110 ”) , the Corporation is required to have an Audit Committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Corporation or an affiliate of the Corporation, and the Corporation is required to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

The Audit Committee’s Charter

A copy of the Corporation’s Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The current members of the Audit Committee are Dominic Voyer, David Grondin and Wayne Isaacs. David Grondin is not independent as he is the Chief Executive Officer of the Corporation. Dominic Voyer and Wayne Isaacs are independent members of the Audit Committee. All members of the Audit Committee are considered to be financially literate.

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Member	Independent/Not Independent(1)	Financially Literate/ Not Financially Literate(2)	Relevant Education and Experience
Dominic Voyer(3)	Independent	Financially Literate	Has audit committee experience.
David Grondin	Not Independent	Financially Literate	Has audit committee experience.
Wayne Isaacs	Independent	Financially Literate	Has audit committee experience.

Notes:

• (1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the company that could, in the view of the board of directors, reasonably interfere with the exercise of a member’s independent judgment.

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

• (3) Chairman of the Audit Committee.

Relevant Education and Experience

Each member of the Audit Committee has:

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

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

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

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor (currently, MNP) not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

See the Corporation’s Audit Committee Charter attached as Schedule “A” to this Information Circular, for specific policies and procedures adopted by the Audit Committee for the engagement of non-audit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by the Auditors of the Corporation to ensure auditor independence. Fees incurred for audit and non-audit services in the last four fiscal years for audit fees are outlined in the following table:

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Nature of Services	Fees Paid in Year Ended December 31, 2018	Fees Paid in Year Ended December 31, 2019	Fees Paid in Year Ended December 31, 2020	Fees Paid in Year Ended December 31, 2021(1)
Audit Fees(2)	60,830 $	27,500 $	54,937 $	67,625 $
Audit-Related Fees(3)	NIL	NIL	NIL	132,671 $
Tax Fees(4)	NIL	NIL	NIL	9,630 $
All Other Fees	NIL	NIL	NIL	32,550 $
**Total **	60,830 $	27,500 $	54,937 $	242,476 $

Notes:

(1) As of the date of this Information Circular, the audit of the Corporation for the financial year ended December 31, 2021 has not been completed.

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

(3) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(4) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

Exemption

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying upon the exemption in section 6.1 of NI 51-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a Corporation, whose members are elected by and are accountable to the shareholders of the corporation. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices; as such, practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A “material relationship” is a relationship which could, in the view of the Corporation’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management by holding regular meetings at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

The independent members of the Board are Messrs. Wayne Isaacs and Dominic Voyer . The non-independent director are Ms. Adriana Shaw, who is Chief Operating Officer of the Corporation, Mr David Grondin , who is

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president and Chief Executive Officer of the Corporation, and Mr Diego Fernando Barragan , who is the Director of operations for AM Resources SAS the Colombian Subsidiary.

Directorships

Certain directors of the Corporation are currently serving on boards of the following other reporting issuers (or equivalent) is as set out below:

Name of Director	Name of Reporting Issuer	Exchange Listed
David Grondin	TomaGold Corporation	TSXV
Wayne Isaacs	Family Memorials Inc.	TSXV
	ThreeD Capital Inc.	CSE, Over-the-counter markets
	Silo Wellness Inc.	CSE
	Delta Uranium Inc.	n/a
	Goliath Resources Limited	TSXV
	ZEB Nickel Corp.	TSXV
	Augustine Ventures Inc.	CSE

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Corporation’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

The Corporation’s management is continually in contact with individuals involved in areas of strategic interest to the Corporation. From these sources the Corporation has made numerous contacts and in the event that the Corporation was in a position to nominate any new directors, such individuals would be brought to the attention of the Board. The Corporation conducts the due diligence, reference and background checks on any suitable

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candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required and a willingness to serve.

Compensation

The Board considers compensation for the directors and its NEOs (as defined below) on an annual basis.

Other Board Committees

The Board has no committees other than the audit committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

For the purposes of this Statement of Executive Compensation:

“ NEO ” or “ named executive officer ” means each of the following individuals:

• (a) each individual who, in respect of the corporation, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the corporation, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

• (c) in respect of the corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;

• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the corporation, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NEO COMPENSATION

Director and NEO Compensation (Excluding Options and Compensation Securities)

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to NEOs and directors of the Corporation for the four most recently completed financial years ended December 31, 2019, December 31, 2020 and December 31, 2021.

Options and compensation securities issued to Corporation’s NEOs and directors are disclosed under sub heading “ Stock Options and Other Compensation Securities ” below.

During financial year ended December 31, 2021, based on the definition above, the NEOs of the Corporation were David Grondin, President, CEO and Director, Mpoyi Patrick Musampa, CFO, Adriana Shaw, COO, Director and former President and CEO, Martin Nicoletti, former CFO. The directors of the Corporation who were not NEOs

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during financial year ended December 31, 2021 were Dominic Voyer, Wayne Isaacs and Diego Fernando Barragan

During financial year ended December 31, 2020, based on the definition above, the NEOs of the Corporation were Adriana Shaw, President, CEO, COO and Director and CEO, and Martin Nicoletti, CFO. The directors of the Corporation who were not NEOs during financial year ended December 31, 2020 were Dominic Voyer, David Grondin, Wayne Isaacs and Diego Fernando Barragan

During financial year ended December 31, 2019, based on the definition above, the NEOs of the Corporation were Adriana Shaw, President, CEO, COO and Director, and former COO, Dominic Voyer, Director and former President and CEO, and Martin Nicoletti, CFO. The directors of the Corporation who were not NEOs during financial year ended December 31, 2019 were David Grondin, Wayne Isaacs and Diego Fernando Barragan

During financial year ended December 31, 2018, based on the definition above, the NEOs of the Corporation were Adriana Shaw, COO and Director, David Grondin, Director, President and former CEO, Dominic Voyer, President and CEO, and Martin Nicoletti, CFO. The directors of the Corporation who were not NEOs during financial year ended December 31, 2018 were Vittorio Violo, André Goguen, Elvis Hoyos, Wayne Isaacs and Diego Fernando Barragan. Messrs. Vittorio Violo and André Goguen ceased being the directors of the Corporation dated April 11, 2018. Mr. Elvis Hoyos was appointed as a director of the Corporation on April 11, 2018 and resigned on November 12, 2018.

Table of Compensation, Excluding Compensation Securities Financial Years ended December 31, 3018, December 31, 2019, December 31, 2020 and December 31, 2021

		Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensatio n ($)	Total compensatio n ($)
Barragan, Diego Fernando(1) Director	2021 2020 2019 2018	NIL NIL NIL 1,540	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL 1,540
Isaacs, Wayne(2) Director	2021 2020 2019 2018	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL
Grondin, David(3) President, CEO and Director	2021 2020 2019 2018	55,000(4) NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	55,000 NIL NIL NIL

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Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
	Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensatio n ($)	Total compensatio n ($)
	Voyer, Dominic(5) Director and Former President and CEO	2021 2020 2019 2018	NIL NIL 38,000 48,000(6)	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL 38,00048,00 0
	Nicoletti, Martin(7) Former CFO	2021 2020 2019 2018	4,000(8) 30,000(8) 70,000(8) 78,000(8)	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	4,000 30,000 70,000 78,000
	Shaw, Adriana(9) COO and Director, and Former President and CEO	2021 2020 2019 2018	60,000(10) 80,076(10) 294,626(10) 281,188(10)	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	60,000 80,076 294,626 281,188
	Musampa, Mopyi Patrick(11) CFO	2021 2020 2019 2018	35,000(12) N/A N/A N/A	NIL N/A N/A N/A	NIL N/A N/A N/A	NIL N/A N/A N/A	NIL N/A N/A N/A	35,000 N/A N/A N/A

Notes:

• (1) Mr. Barragan was appointed a director of the Corporation effective on November 12, 2018.

• (2) Mr. Isaacs was appointed a director of the Corporation effective on April 11, 2018.

• (3) Mr. Grondin is a director of the Corporation since the inception. He ceased being President and Chief Executive Officer of the Corporation effective May 22, 2018, and was appointed again as President and Chief Executive Officer of the Corporation on January 27, 2021.

• (4) Compensation for Mr. Grondin’s services as President and Chief Executive Officer of the Corporation is paid to Gestion DRLG Inc., a corporation controlled by Mr. Grondin.

• (5) Mr. Voyer was appointed as President and Chief Executive Officer of the Corporation on May 22, 2018 and resigned on May 30, 2019.

• (6) Compensation for Mr. Voyer’s services as President and Chief Executive Officer of the Corporation was paid to Kuma Corp., a corporation controlled by Mr. Voyer.

• (7) Mr. Nicoletti resigned from his position as Chief Financial Officer of the Corporation on January 27, 2021.

• (8) Compensation for Mr. Nicoletti’s services as Chief Financial Officer of the Corporation was paid to Corporation Financière SKTM Ltd, a corporation controlled by Mr. Martin Nicoletti.

• (9) Ms. Shaw was appointed as director and Chief Operating Officer of the Corporation on April 11, 2018. Ms. Shaw was then appointed as President and Chief Executive Officer of the Corporation on May 30, 2019 and resigned on January 27, 2021.

• (10) Compensation for Ms. Shaw’s services as Chief Operating Officer of the Corporation is paid to A&M USA Resources 2015 LLC., a corporation controlled by Ms. Shaw.

• (11) Mr. Musampa was appointed as Chief Financial Officer of the Corporation on January 27, 2021.

• (12) Compensation for Mr. Musampa’s services as Chief Financial Officer of the Corporation is paid to MGM Resources Consulting Inc., a corporation controlled by Mr. Musampa.

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External Management Companies

There is no external management was engaged to provide services to the Corporation for the financial years ended December 31, 2019, December 31, 2020 and December 31, 2021.

Financial Years ended December 31, 2019, December 31, 2020 and December 31, 2021

The key management personnel of the Corporation are the directors and officers of the Corporation.

Loans, Promissory notes and Debentures Payable

The Corporation did enter into loan, promissory notes and debentures for the financial years ended December 31, 2019, December 31, 2020 and December 31, 2021, as indicated below:

On August 14, 2018 , the Company issued debentures units of $ 600,000 USD ($ 763,920 as at December 31, 2020, $ 779,280 as at December 31, 2019). Each debentures units is comprised of $ 1,000 USD principal amounts of unsecured debentures of the Company due initially on August 14, 2019 and 250 warrants. Each warrant entitles the holder to purchase a share until August 14, 2019 at a price of $ 0.30 per share. The debentures bear interest at an annual rate of 15%. No value was attributed to the 150,000 issued warrants. During the year ended December 31, 2019, the term of the principal amount was extended to December 31, 2020. On January 27, 2021, the Company concluded a debt settlement. The capital portion $ 600,000 usd ($ 764,311) was paid and the accumulated interest of $ 280,323 was transferred into a non interest bearing promissory note maturing on January 26, 2024.

On May 17, 2019 , the Company signed a promissory note with a private lender of $ 70,000. The principal amount of the promissory note is due on May 17, 2020. During the year ended December 31, 2019, the term of the principal and interest amount were extended to December 31, 2020. The promissory note bears interest at an annual rate of 10 %.

On January 27, 2021 , the Company concluded a debt settlement. The capital portion $ 70,000 was paid and the accumulated interest of $ 11,852 was transferred into non interest bearing promissory note maturing on January 26, 2024.

On June 4, 2019 , the Company signed a promissory note with a private lender of $ 50,000. The principal amount of the promissory note is due on June 4, 2020. During the year ended December 31, 2019, the term of the principal and interest amount were extended to December 31, 2020. The promissory note bears interest at an annual rate of 10 %.

On January 27, 2021 , the Company concluded a debt settlement. The capital portion $ 50,000 was paid and the accumulated interest of $ 8,219 was transferred into a non interest bearing promissory note maturing on January 26, 2024.

On August 16, 2019 , the Company signed a promissory note with a private lender of $ 63,660 ($ 50,000 USD). The principal amount of the promissory note is due on August 16, 2020. During the year ended December 31, 2019, the term of the principal and interest amount were extended to December 31, 2020. The promissory note sees interest at an annual rate of 10 %. On January 27, 2021, the Company concluded a debt settlement (note 28). The capital portion $ 50,000 USD ($ 63,580) was paid and the accumulated interest of $ 9,180 was transferred into a non interest bearing Promissory note maturing on January 26, 2024.

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On March 5, 2020 , the Company signed a loan agreement with a private lender of $ 190,980 ($ 150,000 USD). The Loan bear interest of $ 31,830 ($ 25,000 USD). The principal and interest are due on March 5, 2021. On January 27, 2021, the Company concluded a debt settlement (note 28). The capital portion $ 150,000 usd ($ 190,740) was paid and the accumulated interest of $ 31,790 was transferred into a non interest bearing promissory note maturing on January 26, 2024.

On March 10, 2020 , the Company signed a loan agreement with a private lender of $ 31,830 ($ 25,000 USD). The principal and interest are due on March 5, 2021. The loan bear interest of $ 6,366 ($ 5,000 USD). The capital and interest was paid on March 30, 2021.

On January 27, 2021 , the Company concluded a debt settlement and release agreement for the payment of the capital portion of the debenture, the promissory notes (excluding the $ 25,000 USD promissory note) and the $ 150,000 USD loan in an aggregate amount of $ 1,510.849 On March 12, 2021, the Company issued 18,460,184 shares to an arm’s length creditor for a total value of $972,390 causing a gain of $326,588.

On March 30, 202 1, the Company paid $ 37,926 for the reimbursement of the $ 31,830 ($ 25,000 USD) loan plus Interest $ 6,366 ($ 5,000 USD).

Stock Options and Other Compensation Securities

The following table sets forth incentive stock options (option-based awards) pursuant to the Corporation’s share option plan that were outstanding to NEOs and directors of the Corporation as at December 31, 2021.

		Compensation Securities
Name and position	Type of compens ation security	Number of compensatio n securities, number of underlying securities, and percentage of class	Date of issue or grant M/D/Year	Issue, conver sion or exercis e price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date M/D/Year
Barragan, Diego Fernando	Options	250,000 300,000	March 12, 2021 May 30, 2019	0.06 0.10	0.07 0.09	0.06 0.065	March 12, 2026 May 30, 2024
Isaacs, Wayne	Options	200,000 250,000	April 11, 2018 March 12, 2021	0.17 0.06	0.01 0.07	0.16 0.06	April 11, 2023 March 12, 2026
Grondin, David	Options	300,000 1,000,000	April 11, 2018 March 12, 2021	0.17 0.06	0.01 0.07	0.16 0.06	April 11, 2023 March 12, 2026
Musampa, Mpoyi Patrick	Options	200,000	March 12, 2021	0.06	0.07	0.06	March 12, 2026
Nicoletti, Martin	Options	200,000	April 11, 2018	0.17	0.01	0.16	April 11, 2023

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Shaw, Adriana	Options	300,000 1,000,000	April 11, 2018 March 12, 2021	0.17 0.06	0.01 0.07	0.16 0.06	April 11, 2023 March 12, 2026
Voyer, Dominic	Options	300,000 250,000	May 22, 2018 March 12, 2021	0.17 0.06	0.265 0.07	0.16 0.06	May 22, 2023 March 12, 2026

Exercise of Compensation Securities by NEOs and Directors

Financial Years Ended December 31, 2019, December 31, 2020 and December 31, 2021. The following table sets forth incentive stock options (option-based awards) pursuant to the Corporation’s share option plan that were exercised by a NEO or a Director during the Corporation’s financial years ended December 31, 2019, December 31, 2020 and December 31, 2021.

Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)	Exercise of Compensation Securities by Directors and NEOs (Note: No Compensation Securities were exercised in 2019, 2020 and 2021)
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of Exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
NIL

Stock Option Plan

The current stock option plan of the Corporation (the “ Current Plan ”) is a 10% fixed stock option plan. The Corporation previously had a 10% rolling stock option plan (the “ Former Plan ”) that was last approved by Shareholders on April 12, 2019. A description of the Former Plan can be found in the corresponding circular filed on SEDAR at www.sedar.com on March 15, 2019.

The Corporation failed to obtain shareholder approval for the Former Plan in 2020 and 2021. Consequently, the Board adopted the Current Plan on March 12, 2021, limited to a fixed amount of 10% of the issued and outstanding Common Shares as at March 12, 2021, representing 11,255,982 options.

The Board proposes to implement a new stock option plan to replace the Current Plan, subject to Shareholder and regulatory approval. Refer to heading “PARTICULARS OF MATTERS TO BE ACTED UPON – Approval of New 10% “rolling” Stock Option Plan” below.

Employment, Consulting and Management Agreements

Except as disclosed above under “ External Management Companies ”, the Corporation does not have any employment, consulting or management agreements or arrangements with any of the Corporation’s current directors or NEOs.

Oversight and description of Director’s and NEO’s Compensation

Elements of the Compensation Program

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The total compensation plan for NEOs is comprised of two components: base salary or consulting fees and stock options. The Board has not established any specific performance goals or similar conditions that are based on objective, identifiable measures regarding cash and non-cash elements of the Corporation’s compensation program. Instead, the Board annually reviews the total compensation of the Corporation’s executives against the backdrop of the general compensation goals and objectives described above and makes decisions concerning the individual components of the executives’ compensation.

Base Salary or Consulting Fees

Base salary ranges for the executive officers were initially determined upon a review of companies within the mining industry, which were of the same size as the Corporation, at the same stage of development as the Corporation and considered comparable to the Corporation.

In determining the base salary of an executive officer, the Board considers the following factors:

• (a) the particular responsibilities related to the position;

• (b) salaries paid by other companies in the mining industry which were similar in size as the Corporation;

• (c) the experience level of the executive officer;

• (d) the amount of time and commitment which the executive officer devotes to the Corporation; and

• (e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

Bonus Incentive Compensation

The Corporation’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Corporation meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the CEO. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Corporation’s operations.

Equity Participation

The Corporation believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Corporation’s existing stock option plan. Stock options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board based on recommendations put forward by the CEO. Due to the Corporation’s limited financial resources, the Corporation emphasizes the provisions of option grants to maintain executive motivation.

Compensation Review Process

Risks Associated with the Corporation’s Compensation Practices

At the date of this Information Circular, the Corporation’s directors had not considered the implications of any risks to the Corporation associated with decisions regarding the Corporation’s compensation program. The Corporation intends to formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Corporation’s compensation program and how it might mitigate those risks.

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Benefits and Perquisites

The Corporation does not, as of the date of this Information Circular, offer any benefits or perquisites to its directors or NEOs other than potential grants of incentive stock options as otherwise disclosed and discussed herein.

Hedging by Directors or NEOs

The Corporation has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Information Circular, entitlement to grants of incentive stock options under the Corporation’s current incentive stock option plan is the only equity security element awarded by the Corporation to its executive officers and directors.

Option-Based Awards

The Corporation’s stock option plan provides incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. Management proposes stock option grants to the Board based on such criteria as performance, previous grants, and hiring incentives. All grants require approval of the Board. The current incentive stock option plan is administered by the Board and provides that options will be issued to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation.

Pension disclosure

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details as at December 31, 2021, with respect to compensation plans pursuant to which equity securities of the Corporation are authorized for issuance.

	Number of securities to be issued upon exercise of outstanding options.	Weighted-average exercise price of outstanding options.	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	6,150,000	0,10 $	5,105,983
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	6,150,000	0,10 $	5,105,983

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There is no indebtedness of any: (a) director; (b) executive officer; (d) proposed nominee for election as a director; (e) associate of a director, executive officer or proposed nominee for election as a director; (f) employee or (g) former director, executive officer or employee of the Corporation, to or guaranteed or supported by the Corporation or any of its subsidiaries either pursuant to an employee stock purchase program of the Corporation or otherwise, during the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out in this Information Circular, none of the informed persons of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transactions since the commencement of the Corporation’s last financial year.

Applicable securities legislation defines “ informed person ” to mean any of the following: (a) a director or executive officer of a reporting issuer; (b) a director or officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Other than set out in this Information Circular, during the Corporation’s financial year ended December 31, 2021 there were no management functions of the Corporation or any of its subsidiaries which were to any substantial degree performed other than by the directors or executive officers of the Corporation or its subsidiaries.

DISCLOSURE ON DIVERSITY UNDER CANADA BUSINESS CORPORATIONS ACT

The Corporation is a junior mining company with no employees, a limited number of directors and officers. For these reasons, the Company has decided not to adopt formal policies and targets relating to gender diversity or the representation of designated groups (i.e., aboriginal peoples, persons with disabilities and members of visible minorities) among the members of its Board and senior management. However, the Company seriously considers and evaluates diversity when identifying and nominating Board candidates and when making senior management appointments by carefully assessing professional qualifications and aptitudes, personalities and other qualifications of each candidate, depending on ad hoc needs of the Corporation.

Currently, one director of the Corporation is a woman, and three are considered members of visible minorities.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of New 10% “rolling” Stock Option Plan

At the Meeting, the Shareholders will be asked to pass an ordinary resolution approving and adopting a new 10% “rolling” share option plan (the “ New Plan ”) that will replace the Current Plan. The purpose of adopting the New Plan is to bring the Corporation’s stock option plan in line with the current TSXV policy on Security Based Compensation (TSXV Policy 4.4) that was amended on November 24, 2021. The New Plan will provide the

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Corporation with the advantages of the incentive in stock ownership on the part of Directors, officers, employees, management company employee, or consultants (and their beneficially wholly-owned company) responsible for the continued success of the Corporation and to attract new directors, officers, employees and consultants to the Corporation. The information below is a summary of the New Plan and should be read in conjunction with the full text of the New Plan that is attached to this Circular as Schedule “B”. Any definitions or capitalized terms used or referenced below have the same meaning attributed to them in the New Plan.

Summary of the New Plan

The New Plan is a “rolling” share option plan that sets the number of Common Shares issuable thereunder at a maximum of 10% of the Common Shares issued and outstanding at the time of any grant. As at the date of this Circular, assuming approval of the New Plan by the Shareholders at the Meeting, there will be an aggregate 13,925,983 reserved options under the New Plan, and represents approximately 10% of the issued and outstanding Common Shares as of the Record Date.

The New Plan provides that the Board (or a committee created or appointed by the Board) may, from time to time, in its discretion designate the persons to whom options shall be granted in accordance with the New Plan and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned shall not exceed 10% of the issued and outstanding Common Shares of the Corporation at the time of the grant, as provided in the New Plan. Options may be granted to any director, officer, employee, management company employee or consultant of the Corporation and their beneficially wholly-owned company (as defined in the New Plan). An optionee shall not be excluded from being granted an option solely because he/she may previously have been granted an option under the Plan. No optionee shall have any of the rights of a shareholder with respect to any Common Shares subject to an option until such Common Shares have been paid for in full and issued to such optionee.

Subject to disinterested shareholder approval, the number of Common Shares set aside for issuance to an individual must not exceed, within a 12-month period, 5% of the number of issued and outstanding shares of the Corporation. The total number of options granted to all persons providing investor relations services during a 12month period shall not exceed 2% of the issued and outstanding Common Shares. Additionally, the total number of options granted to a Consultant shall not exceed 2% of the issued and outstanding Common Shares. The number of options granted to insiders under the New Plan shall not exceed 10% of the issued and outstanding Common Shares. Options are not transferable and the period during which an option may be exercised may not exceed ten years from the date of its grant. The minimum exercise price of an option granted to a director or officer of the Corporation must not be less than the Discounted Market Price (as defined in TSXV Policy). The minimum exercise price of an option granted to any admissible persons that are not directors or officers of the Corporation must not be less than the last closing price of the Common Shares before the date of the option grant, less the applicable discount permitted by TSXV Policy. The New Plan also provides provisions in respect of cashless exercises and net exercise by an optionee, subject to other terms and conditions set forth therein.

Subject to section 5.3(b) and (c) of TSXV’s Policy 4.4, the Corporation seeks the disinterested shareholders’ approval for any of the events of when the aggregate number of shares issuing to insiders of the Corporation exceeding 10% of the outstanding Common Shares, within or not any 12 month period, or to any insider exceeding 5% within any 12 month period, or any reduction in exercise price or an extension of the term or other amendment to an Option that results in a benefit to an insider. The options are vested immediately with the exception that to persons who provides investor relationship services for which a 25% vested quarterly for a total period of 12 months or when the board determines applicable.

Upon the death of an optionee, the option may be exercised by the legal heirs or personal representatives of the optionee for a period not exceeding one year from the optionee’s dearth provided that nothing in the foregoing shall have the effect of extending the term of an option beyond its original expiry date. Options granted to any

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optionee who is a director, officer or an employee shall expire at no later than 90 days after the optionee ceases to be at least one of those categories, by reason other than the optionee’s death. Options granted to any optionee share terminate immediately in the case of dismissal from employment or service for cause, whether vested or not.

The Board may at any time suspend or terminate the New Plan with respect to any Common Shares not at the time subject to option, and the Board may at any time and from time to time amend any provisions of the New Plan subject to obtaining any required approval of the TSXV or other regulatory authorities having jurisdiction, provided that any such amendment shall not, without the consent of the optionee to whom such options were granted, adversely affect or impair any options previously granted under the New Plan.

Pursuant to TSXV Policy, the Corporation is required to obtain the approval of its shareholders for a “rolling” share option plan for acceptance of the option plan by the Corporation and at each annual meeting of shareholders.

At the Meeting, Shareholders will be asked to vote on the following ordinary resolution (the “ Option Plan Resolution ”):

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF SHAREHOLDERS THAT:

• I) the repeal of the Current Plan be and is hereby approved and authorized;

• II) subject to all required regulatory, including TSXV, the New Plan of the Corporation be and the same is hereby approved and adopted as the share option plan of the Corporation; and

• III) any one officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such acts and things as he or she may determine to be necessary or desirable in order to carry out the foregoing provisions of this resolution, the execution of any such document or the doing of any such acts and things being conclusive evidence of such determination.

The Board unanimously recommends Shareholders vote FOR the Option Plan Resolution. In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote FOR the preceding resolution.

ADDITIONAL INFORMATION

Financial information is provided in the report of the auditor, audited financial statements of the Corporation for the year ended December 31, 2019, December 31, 2020, and December 31, 2021 and related management discussion and analysis and filed on www.sedar.com and will be tabled at the Meeting.

Additional information concerning the Corporation is available through the Internet on SEDAR which may be accessed at www.sedar.com. or may be obtained by a Shareholder upon request without charge from the Corporation located at 410 Saint-Nicolas Street, Suite 236, Montréal, Québec H2Y 2P5. The Corporation may require the payment of a reasonable charge from any person or company who is not a securityholder of the Corporation, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders has been approved by the Board.

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DATED at Montreal, Quebec, January 9, 2023.

BY ORDER OF THE BOARD

“David Grondin”

David Grondin President and Chief Executive Officer

LEGAL_40413641.2

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

AM RESOURCES CORP.

(the “Corporation”)

The following charter is adopted in compliance with National Instrument 52-110 Audit Committees (“ NI 52-110 ”).

1. COMPOSITION

The audit committee (the “Committee”) shall be comprised of at least three directors as determined by the board of directors (the “Board”). At least two members of the Committee shall be independent, within the meaning of NI 52-110.

At least one member of the Committee shall have accounting or related financial management expertise.

All members of the Committee shall be financially literate. For the purposes of this charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements.

The appointment of members to the Committee shall take place annually at the first meeting of the Board after a meeting of shareholders at which directors are elected. If the appointment of members of the Committee is not so made, the directors who are then serving as members of the Committee shall continue to serve as members until their successors are validly appointed. The Board may appoint a member to fill a vacancy that occurs in the Committee between annual elections of directors.

Unless a chairman is appointed by the Board, the members of the Committee may designate a chairman by a majority vote of all Committee members.

2. MEETINGS AND PROCEDURES

The Committee shall meet at least annually, or more frequently if required.

At all meetings of the Committee, every item brought to resolution shall be decided by a majority of the votes cast. In the case of an equality of votes, the chairman shall not be entitled to a second vote.

Quorum for meetings of the Committee shall be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing meetings of the Board.

The powers of the Committee may be exercised at a meeting at which a quorum of the Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Committee.

Each member (including the chairman of the Committee) is entitled to one vote in Committee proceedings.

The Committee may meet separately with senior management and may request that any member of the Corporation’s senior management or the Corporation’s outside counsel or independent auditors attend meetings of the Committee or other meetings with any members of, or advisors to, the Committee.

Furthermore, the Committee has the authority to hire the services of outside advisors, from time to time, when it is necessary to do so for carrying out its mandate.

The Committee shall, at the meeting of the Board following its own meeting, report to the directors on its work, activities and recommendations.

3. DUTIES AND RESPONSIBILITIES

The following are the general duties and responsibilities of the Committee:

3.1 Financial Statements and Disclosure Matters

3.1.1 review the Corporation’s financial statements, management’s discussion and analysis and any press releases regarding annual and interim (as required by the Board) profit or loss, before the Corporation publicly

LEGAL_40413641.2

SCHEDULE “A”

discloses such information, and any reports or other financial information which are submitted to any governmental body or to the public;

3.2 Independent Auditors

• 3.2.1 recommend to the Board the selection and, where applicable, the replacement of the independent auditors to be appointed annually as well the compensation of such independent auditors;

• 3.2.2 determine that the independent auditors appointed are a Public Accounting Firm that has entered into a Participation Agreement as such terms are defined in National Instrument 52-108 Auditor Oversight and that at the time of their report on the annual financial statements of the Corporation, they are in compliance with any restrictions or sanctions imposed by the Canadian Public Accountability Board;

• 3.2.3 oversee the work and review annually the performance and independence of the independent auditors;

• 3.2.4 on an annual basis, review and discuss with the independent auditors all significant relationships they may have with the Corporation that may impact their objectivity and independence;

• 3.2.5 consult with the independent auditors about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements;

• 3.2.6 review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former independent auditors of the Corporation;

• 3.2.7 review the audit plan for the year-end financial statements and intended template for such statements;

• 3.2.8 review and pre-approve all audit and audit-related services and the fees and others compensations related thereto, as well as any non-audit services provided by the independent auditors to the Corporation or its subsidiary entities. The pre-approval requirement is satisfied with respect to the provision of non-audit services if:

• 3.2.8.1 the aggregate amount of all such non-audit services provided to the Corporation constitutes no more than 5% of the total amount of fees paid by the Corporation and its subsidiary entities to its independent auditors during the fiscal year in which the non-audit services are provided;

• 3.2.8.2 such services were not recognized by the Corporation or its subsidiary entities as non-audited services at the time of the engagement; and

• 3.2.8.3 such services are promptly brought to the attention of the Committee by the Corporation and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members of the Committee the aforementioned authority to pre-approve non-audited services, provided the pre-approval of the non-audit services is presented to the Committee at its first scheduled meeting following such approval.

3.3 Financial Reporting Processes

• 3.3.1 review with management, in consultation with the independent auditors, the integrity of the Corporation’s financial reporting process, both internal and external;

• 3.3.2 consider the independent auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting;

• 3.3.3 consider and report to the Board changes to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors and management;

• 3.3.4 review any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements;

• 3.3.5 review, with the independent auditors and management, the extent to which changes and improvements in financial or accounting practices have been implemented;

• 3.3.6 establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters and the receipt, retention and treatment of

LEGAL_40413641.2

SCHEDULE “A”

complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters.

3.4 Risk Management

• 3.4.1 oversee the identification, prioritization and management of the risks faced by the Corporation;

• 3.4.2 direct the facilitation of risk assessments and measurement to determine the material risks to which the Corporation may be exposed and to evaluate the strategy for managing those risks;

• 3.4.3 monitor the changes in the internal and external environment and the emergence of new risks;

• 3.4.4 review the adequacy of insurance coverage;

• 3.4.5 monitor the procedures to deal with and review disclosure of information to third parties insofar as these disclosure represent a risk for the Corporation.

3.5 Whistleblowing Policy

• 3.5.1 monitor and review compliance with the Corporation’s Whistleblowing Policy;

• 3.5.2 establish a procedure for the receipt and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters.

3.6 Reporting Responsibilities

• 3.6.1 the Committee shall report to the Board on a regular basis, and in any event:

• 3.6.1.1 at least annually, with an assessment of the performance of management in the preparation of financial statements and auditors in conducting the annual audit of the Corporation and discuss the report with the full Board following the end of each fiscal year;

• 3.6.1.2 before the public disclosure by the Corporation of its financial statements, management’s discussion and analysis and any press releases regarding annual and interim profit or loss and any reports or other financial information which are submitted to any governmental body or to the public; and

• 3.6.1.3 as required by applicable legislation, regulatory requirements and policies of the Canadian Securities Administrators.

3.7 Annual Evaluation

• 3.7.1 annually, the Committee shall, in a manner it determines to be appropriate:

• 3.7.1.1 conduct a review and evaluation of the performance of the Committee and its members, including the compliance of the Committee with this charter; and

• 3.7.1.2 review and assess the adequacy of this charter and the position description for the chairman of the Committee and recommend to the Board any improvements to this charter or the position description that the Committee determines to be appropriate, except for minor technical amendments to this charter, authority for which is delegated to the Corporate Secretary, who will report any such amendments to the Board at its next regular meeting.

LEGAL_40413641.2

SCHEDULE “B”

AM RESOURCES CORP. (the “Company”)

SHARE OPTION PLAN

Dated for Reference: February 13, 2023

PURPOSE AND INTERPRETATION

Purpose

(a) The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies and any inconsistencies between this Plan and TSX Venture Policies will be resolved in favour of the latter.

Definitions

(b) In this Plan

(i) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(ii) Black-out Period means a period during which a restriction has been formally imposed by the Company, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;

(iii) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(iv) Cause means “Just Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its subsidiaries, then any circumstance that would permit the Company or one of its subsidiaries to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

(v) Change of Control means the occurrence of any of:

(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Company or any of its Affiliates) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Canada Business Corporations Act of, or acquires the right to exercise control or direction over, securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Company with any

SCHEDULE “B”

other person, an arrangement, a capital reorganization or any other business combination or reorganization;

(ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company);

(iii) the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company;

(iv) a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or

(v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(vi) Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture;

(vii) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(viii) Consultant means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company or any of its subsidiaries) or Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

(ix) Date of Termination means, for a Participant, the last day that the Participant actively provides services to the Company or a subsidiary of the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Participant receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;

(x) Director means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(xi) Discounted Market Pric e has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(xii) Disinterested Shareholder Approval has the meaning assigned by Policy 4.4 Sections 5.3(b) and (c) of the TSX Venture Policies;

SCHEDULE “B”

(xiii) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(xiv) Effective Date for an Option means the date of grant thereof by the Board;

(xv) Employee means:

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

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

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

(xvi) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

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

(xviii) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(xix) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(xx) Investor Relations Service Provider means any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(xxi) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(xxii) Management Company Employee means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company;

(xxiii) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(xxiv) Officer means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(xxv) Option means the right to purchase Common Shares granted hereunder to a Participant under this Security Based Compensation Plan;

SCHEDULE “B”

(xxvi) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Participant and substantially in the form of Schedule A attached hereto;

(xxvii) Optioned Shares means Common Shares that may be issued in the future to a Participant upon the exercise of an Option;

(xxviii) Optionee means the recipient of an Option hereunder;

(xxix) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

(xxx) Participant means a Service Provider that is the recipient of Security Based Compensation granted or issued by the Company;

(xxxi) Person includes a company, any unincorporated entity, or an individual;

(xxxii) Plan means this security based share option plan, the terms of which are set out herein or as may be amended;

(xxxiii) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under this Plan as provided in §2.2;

(xxxiv) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder;

(xxxv) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(xxxvi) Security Based Compensation has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation ;

(xxxvii) Security Based Compensation Plan has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation ;

(xxxviii) Service Provider means a Person who is a Director, Officer, Employee, Management Company Employee, or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(xxxix) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting;

(xl) Take Over Bid means a take over bid as defined in National Instrument 62-104 (Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;

(xli) TSX Venture means the TSX Venture Exchange and any successor thereto;

(xlii) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time; and

(xliii) VWAP means the volume-weighted average trading price of the Common Shares on the TSX Venture calculated by dividing the total value by the total volume of the Common Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSX Venture may exclude internal crosses and certain other special terms trades from the calculation.

SCHEDULE “B”

Other Words and Phrases

(c) Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

(d) Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

SHARE OPTION PLAN

Establishment of Share Option Plan

(e) This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

(f) The maximum aggregate number of Common Shares that may be reserved for issuance under this Plan, together with all other Security Based Compensation Plans, at any point in time is up to 10% of the Outstanding Shares as at the date of grant or issuance of any Security Based Compensation under any of such Security Based Compensation Plans.

Eligibility

(g) Options to purchase Common Shares may be granted hereunder to Participants from time to time by the Board. Participants that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under this Plan

(h) All Options granted under this Plan will be evidenced by an Option Commitment substantially in the form attached as Schedule A (or in such other form as determined by the Company) showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

(i) Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Participation

(j) This Plan provides for the following limits on grants unless otherwise permitted pursuant to the policies of the TSX Venture:

(A) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSX Venture, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12)

SCHEDULE “B”

month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(B) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(C) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the Outstanding Shares at any point in time;

(D) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation; and

(E) the maximum aggregate number of Common Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Options and Investor Relations Services Providers may not received any Security Based Compensation other than Options.

Exercised and Unexercised Options

(k) In the event an Option granted under this Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Administration of this Plan

(l) The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

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

• (ii) grant Options hereunder;

(iii) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company’s tier classification thereunder; and

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

SCHEDULE “B”

Amendment of this Plan by the Board of Directors

(m) Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

• (i) amendments which are of a typographical, grammatical, clerical nature only;

• (ii) amendments of a housekeeping nature;

(iii) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture; and

(iv) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

(n) The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(i) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:

(A) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;

(B) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or

(C) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or

(ii) any reduction in the Exercise Price or the extension of the term of an Option held by an Insider or any other amendment to an Option that results in a benefit to an Insider.

Options Granted Under the Company’s Previous Share Option Plans

(o) Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

(p) The Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

SCHEDULE “B”

Term of Option

(q) The term of an Option will be set by the Board at the time such Option is allocated under this Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

(r) Subject to §2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

(s) An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.2.

(t) In respect of any proposed amendment to the terms of an Option, and except as otherwise provided under TSX Venture Policies:

(i) any amendment must be approved by the TSX Venture, and be subject to shareholder approval, where applicable, prior to the exercise of such Option; and

(ii) the Company must issue a news release outlining the terms of the amendment.

Vesting of Options

(u) Subject to §3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(i) the Participant remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(ii) the Participant remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers

(v) Notwithstanding §3.6, Options granted to Investor Relations Service Providers will vest such that:

• (i) no more than 25% of the Options vest no sooner than three months after the Options were granted;

• (ii) no more than another 25% of Options vest no sooner than six months after the Options were granted;

• (iii) no more than 25% of Options vest no sooner than nine months after the Options were granted; and (iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Effect of Take-Over Bid

(w) If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over

SCHEDULE “B”

Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.6 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies.

Acceleration of Vesting on Change of Control

(x) In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

Extension of Options Expiring during Black-out Period

(y) Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10[th] ) Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan, provided that such automatic extension of the Expiry Date for an Option will not apply where the Participant or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company’s securities.

Optionee Ceasing to be Director, Employee or Service Provider

(z) Options may be exercised after the Participant has left his/her employ/office or has been advised by the Company or its subsidiary, as applicable, that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(i) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(ii) an Option granted to any Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and

(iii) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same.

Non-assignable

(aa) Subject to §3.11(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

(bb) The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

SCHEDULE “B”

(i) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(ii) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(iii) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(iv) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.13;

(v) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(vi) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company;

(vii) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.13, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in in the city of the Company’s principal executive office that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and

(viii) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under this Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

SCHEDULE “B”

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

(cc) Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

(dd) An Optionee who wishes to exercise his Option may do so by delivering:

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

(ii) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.5.

Cashless Exercise

(ee) Subject to the provisions of this Plan (including, without limitation, Section 4.5 and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(i) excluding Options held by any Investor Relations Service Provider, a “net exercise” procedure in which the Company issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or

(ii) a broker assisted “cashless exercise” in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this §4.3 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.5 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

(ff) In the event of a net exercise pursuant to §4.3(a) or a cashless exercise pursuant to §4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Company, must be included in calculating the limits set forth in §2.2, §2.6 and §2.10 of this

SCHEDULE “B”

Plan.

Tax Withholding and Procedures

(gg) Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.5 and elsewhere in this Plan, and as a condition of exercise:

(i) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(ii) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

(hh) As soon as practicable after receipt of the notice of exercise described in §4.2 or §4.3, as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to:

• (i) Insiders; or

• (ii) where Options are granted to any Participants, including Insiders, where the Exercise Price is at a discount to the Market Price.

(ii) Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the Effective Date of the grant of the Options.

GENERAL

Employment and Services

(jj) Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company or a subsidiary of the Company, or interfere in any way with the right of the Company or a subsidiary of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee is voluntary.

No Representation or Warranty

(kk) The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences

SCHEDULE “B”

to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

(ll) This Plan will be governed and construed in accordance with the laws of Canada and the Province of Quebec.

Continuation of Plan

(mm) This Plan will become effective from and after February 13, 2023, and will remain effective provided that this Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.

Amendment of this Plan

(nn) The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals and Shareholder Approval.

SCHEDULE “B”

SCHEDULE A SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this _ day of ____, 20 , pursuant to the provisions of the Share Option Plan (the “Plan”) of AM Resources Corp. (the “Company”), the Company has granted to ______ (the “Optionee”), an Option to acquire __ Common Shares (“Optioned Shares”) up to 5:00 p.m. (Vancouver Time) on the _ day of __, 20 (the “Expiry Date”), or such earlier date as determined in accordance with the terms of this Plan, at an Exercise Price of Cdn$___ per share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest ( INSERT VESTING SCHEDULE AND TERMS) ]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company’s Board of Directors approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Company for a “net exercise” or “cashless exercise”. A certificate, or a written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[ Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant of the Options]. ”

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the TSX Venture Policies) by both the Company and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information form in use by the TSX Venture Exchange on the date of this Option Commitment.

SCHEDULE “B”

COMPANY NAME

Per:

Authorized Signatory

_____ [insert name and title of authorized signatory]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

OPTIONEE:

Signature Date signed:

Print Name

Address

SCHEDULE “B”

SCHEDULE B

SHARE OPTION PLAN

NOTICE TO EXERCISE OPTIONS

AM Resources Corp. Attention: Share Option Plan Administrator

410 St-Nicolas Street, Suite 236 Montreal, QC H2Y 2P5

Re: Employee Share Option Exercise Attn: Share Option Plan of AM Resources Corp. (the “Company”)

This letter is to inform the Administrator of the Company’s Share Option Plan that I, ___, wish to exercise _ options, at per share, on this day of __, 20_. Payment issued in favour of [insert the name of the Company]_ for the amount of $__ will be forwarded, including withholding tax amounts. Please register the share certificate in the name of: Name of Optionee: Address: Please send share certificate to:

Name: Address: Sincerely, Signature of Optionee Date SIN Number (for T4)