Amerigo Resources Ltd — AGM Information 2022

Apr 6, 2022

NOTICE OF MEETING

INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING

OF

AMERIGO RESOURCES LTD.

to be held on

May 2, 2022

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the 2022 Annual General Meeting (the "Meeting") of the shareholders of AMERIGO RESOURCES LTD. (the "Company") will be via virtual meeting, on Monday, May 2, 2022 at 1:00 pm (Vancouver time) for the following purposes:

• 1. to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021, together with the report of the auditors thereon;
• 1. to appoint PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year, and to authorize the directors to fix their remuneration;
• 1. to determine the number of directors at seven (7) and to elect the directors of the Company; and
• 1. to transact any other business that may properly come before the Meeting and any adjournment thereof.

If you were a shareholder of the Company on March 28, 2022, you have the right to vote. Due to the COVID-19 pandemic, to mitigate risk to the health and safety of our communities, shareholders, employees and other stakeholders, the Meeting is being conducted as virtual only and the Company encourages shareholders to read, complete, date, sign, and return the enclosed Form of Proxy ("Proxy") or Voting Instruction Form ("VIF") in the manner specified on the form, no later than 1:00 p.m. (Pacific Time) on April 28, 2022. Registered shareholders and duly appointed proxyholders can attend the virtual only Meeting online at https://meetnow.global/MUT57GZ where they can participate, vote, or submit questions during the Meeting's live webcast.

Accompanying this Notice are an Information Circular, a form of Proxy or Voting Instruction Form (VIF) and a Financial Statement Request Form. The accompanying Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her stead. If you are unable to attend the Meeting or any adjournment thereof in person, please read the Notes accompanying the form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting. Please advise the Company of any change in your address.

DATED at Vancouver, British Columbia, this 28 th day of March 2022.

BY ORDER OF THE BOARD OF DIRECTORS

Klaus Zeitler Executive Chairman

INFORMATION CIRCULAR FOR

ANNUAL GENERAL MEETING

(As at March 28, 2022, except as indicated)

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

Amerigo Resources Ltd. (the "Company") is providing this Information Circular and a form of proxy in connection with management's solicitation of proxies (a "Proxy" or "Proxies") for use at the virtual only Annual General Meeting (the "Meeting") of the Company to be held on May 2, 2022, and at any adjournments thereof.

If you were a shareholder of the Company on March 28, 2022, you have the right to vote. Due to the COVID-19 pandemic, to mitigate risk to the health and safety of our communities, shareholders, employees and other stakeholders, the Meeting is being conducted as virtual only and the Company encourages shareholders to read, complete, date, sign, and return the enclosed Form of Proxy ("Proxy") or Voting Instruction Form ("VIF") in the manner specified on the form, no later than 1:00 p.m. (Pacific Time) on April 28, 2022. Registered shareholders and duly appointed proxyholders can attend the virtual only Meeting online at https://meetnow.global/MUT57GZ where they can participate, vote, or submit questions during the Meeting's live webcast.

The solicitation of Proxies will be primarily by mail, but Proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company at nominal cost. In accordance with National Instrument 54-101 of the Canadian Securities Administrators ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares without par value in the authorized share structure of the Company (the "Shares") held of record by such persons, and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in so doing. All costs of this solicitation will be borne by the Company.

PARTICIPATING AT THE MEETING

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 1:00 p.m. (Pacific Time) on May 2, 2022.

Registered shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare Investor Services Inc. (the "Transfer Agent") (see details under the heading "Appointment of Proxyholders") will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/MUT57GZ prior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on "Invitation Code" and enter your Invitation Code. Beneficial Shareholders (as defined in this Circular under the heading "Beneficial (Non-Registered) Shareholders") who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on "Guest" and completing the online form.

Beneficial Shareholders who do not have a 15-digit control number or Invitation Code will only be able to attend as a guest which allows them listen to the Meeting however will not be able to vote or submit questions. Please see the information under the heading "Beneficial (Non-Registered) Shareholders" for an explanation of why certain shareholders may not receive a form of proxy.

If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

VOTING AT THE MEETING

A registered shareholder or a Beneficial Shareholder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by the Transfer Agent, the registrar for the Meeting. To have their Shares voted at the Meeting, each registered shareholder or proxyholder will be required to enter their control number or Invitation Code provided by the Transfer Agent at https://meetnow.global/MUT57GZ prior to the start of the Meeting. In order to vote, Beneficial Shareholders who appoint themselves as a proxyholder MUST register with the Transfer Agent at https://www.computershare.com/Amerigo after submitting their voting instruction form in order to receive an Invitation Code (please see the information under the headings "Appointment of Proxyholders" below for details).

Should a shareholder encounter difficulties during the registration process or while accessing and attending the Meeting, they should contact the following numbers:

Local 888-724-2416;

International +1 781 575-2748

APPOINTMENT OF PROXYHOLDERS

A shareholder entitled to vote at the Meeting may by means of a Proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, to attend and act at the Meeting for the shareholder on the shareholder's behalf. The only methods by which a shareholder may appoint a person as proxyholder are by submitting a Proxy by mail, fax, hand delivery, phone or by way of the Internet, as set out below and in the accompanying form of Proxy.

The individuals named as Management Nominees in the accompanying form of Proxy are directors and/or officers of the Company. A shareholder wishing to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting has the right to do so, either by striking out the names of the Management Nominees in the accompanying form of Proxy and inserting such person's name in the blank space provided in the form of Proxy or by completing another form of Proxy. Such a shareholder should notify the nominee of his or her appointment, obtain his or her consent to act as proxy and instruct him or her on how the shareholder's Shares are to be voted. In any case, the form of Proxy should be dated and executed by the shareholder or his/her attorney authorized in writing, or if the shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized.

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/Amerigo by April 28, 2022 at 1:00 pm PDT and provide the Transfer Agent with their proxyholder's contact information, so that the Transfer Agent may provide the proxyholder with an Invitation Code via email.

To attend and vote at the virtual Meeting, Beneficial Shareholders in the United States must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to the Transfer Agent prior to registering your proxyholder at . https://www.computershare.com/Amerigo.

If a shareholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted Proxy will be disregarded. Without an Invitation Code, proxyholders will not be able to vote at the Meeting.

PROXY INSTRUCTIONS

Only shareholders whose names appear on the records of the Company as the registered holders of Shares or duly appointed proxyholders are permitted to vote at the Meeting. Registered shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting online. Registered shareholders may vote by Proxy. Registered Shareholders who wish to vote by Proxy must complete, date and sign the form of Proxy and return it by mail, fax, hand delivery, phone or by way of the Internet to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 Fax: Within North America: 1-866-249-7775 Outside North America: (416) 263-9524; Phone: 1-866-732-8683; Internet: www.investorvote.com, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof at which the Proxy is to be used.

Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/Amerigo by April 28, 2022 at 1:00 pm PDT and provide the Transfer Agent with their proxyholder's contact information, so that the Transfer Agent may provide the proxyholder with an Invitation Code via email.

REVOCABILITY OF PROXIES

In addition to revocation in any other manner permitted by law, a shareholder who has given a Proxy may revoke it by either executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the shareholder or the shareholder's authorized attorney in writing or, if the shareholder is a company, under its corporate seal by an officer or attorney duly authorized; and by depositing (a) the Proxy bearing a later date with Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof at which the Proxy is to be used; or (b) the notice of revocation at the registered office of the Company, Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. In addition, if a shareholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted Proxy will be disregarded. A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

EXERCISE OF DISCRETION

On a poll, the nominees named in the accompanying form of Proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for and, if the security holder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The Proxy will confer discretionary authority on the nominees named therein with respect to each matter or group of matters identified therein for which a choice is not specified other than the appointment of an auditor and the election of directors, any amendment to or variation of any matter identified therein and any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the Management Nominees named in the accompanying form of Proxy will vote Shares represented by the Proxy in favour of the matters specified in the Notice of Meeting and in favor of all other matters proposed by management of the Company at the Meeting.

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting but, if any amendment, variation or other matter properly comes before the Meeting, each nominee in the accompanying form of Proxy intends to vote thereon in accordance with the nominee's best judgment.

BENEFICIAL (NON-REGISTERED) SHAREHOLDERS

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

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of Proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge typically prepares its own voting instruction forms, mails those forms to the Beneficial Shareholders and requests the Beneficial Shareholders return the voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form to vote Shares directly at the Meeting. Such voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted at the Meeting.

This Information Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-Objecting Beneficial Owners", or "NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Shares on your behalf.

The Company has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy related materials directly to its NOBOs. By choosing to send these materials to you directly, the Company (and not the intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result, if you are a NOBO of the Company, you can expect to receive a scannable Voting Instruction Form (a "NOBO VIF") from the Transfer Agent. Please complete and return such NOBO VIF as specified in the request for voting instructions to the Transfer Agent in the envelope provided or by facsimile. The Transfer Agent will tabulate the results of the NOBO VIFs received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the Shares represented by the NOBO VIFs they receive.

In addition, the Company has agreed to pay to distribute the proxy-related materials to OBOs.

The Company is not sending its proxy-related materials to the registered shareholders or Beneficial Shareholders using "notice-and-access", as defined in NI 54-101.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the voting instruction form provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal Proxy which would enable the Beneficial Shareholder to attend the Meeting and vote his or her Shares. Registering a proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/Amerigo by April 28, 2022 at 1:00 pm PDT and provide the Transfer Agent with their proxyholder's contact information, so that the Transfer Agent may provide the proxyholder with an Invitation Code via email.

All references to "shareholders" in this Information Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

RECORD DATE AND VOTING SECURITIES

The Company has set the close of business on March 28, 2022 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only the registered holders of Shares, and those Beneficial Shareholders entitled to receive notice pursuant to NI 54-101 through their intermediaries, as at that date, are entitled to receive notice of and to vote at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Share registered in that shareholder's name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at Computershare Investor Services Inc., and will be available at the Meeting. Shareholders represented by proxy holders are not entitled to vote on a show of hands.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

.

The Company is authorized to issue an unlimited number of Shares, of which 174,328,773 Shares are issued and outstanding as at the Record Date and the date hereof. The Company has only one class of shares.

To the knowledge of the Board of Directors of the Company (the "Board") and executive officers of the Company, only the following persons or companies beneficially own, control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to any class of voting securities of the Company:

Name	Number of Shares BeneficiallyOwned,Controlled or Directed, Directly or Indirectly	Percentage ofOutstanding Shares
Aegis Financial Corporation	18,765,831	10.76%

ELECTION OF DIRECTORS

The Board of Directors presently consists of seven directors and it is intended to determine the number of directors at seven (7) and to elect seven (7) directors for the ensuing year.

The term of office of each of the present directors expires at the Meeting. The persons named below (the "Nominees") will be presented for election at the Meeting as management's nominees and the persons proposed by management as proxyholders in the accompanying form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia).

On March 28, 2016, as amended March 20, 2017, the Board adopted a majority voting policy (the "Policy"). The Policy requires that any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election will be required to tender an offer to resign (a "Resignation Offer"). The Policy applies only to uncontested elections, which are elections of directors where the number of nominees for election as director is equal to the number of directors to be elected at such meeting. Following a tender of a Resignation Offer, the Corporate Governance, Nominating and Compensation Committee will consider the Resignation Offer and will recommend to the Board whether or not to accept or reject the Resignation Offer or to propose alternative actions. The Corporate Governance, Nominating and Compensation Committee will be expected to recommend accepting the Resignation Offer, except in situations where extraordinary circumstances would warrant the applicable director to continue to serve on the Board. The Board shall accept the resignation absent exceptional circumstances, and such resignation will be effective when accepted by the Board. Within 90 days following the applicable annual general meeting, the Board will make a determination of the action to take with respect to the Resignation Offer and will promptly disclose by news release, a copy of which shall be provided to the Toronto Stock Exchange, its decision to accept or reject the director's Resignation Offer or to propose alternative actions as referenced in the Policy. If the Board has decided to reject the Resignation Offer or to pursue any alternative action other than accepting the Resignation Offer, then the Board will disclose in the news release its reasons for doing so. The applicable director will not participate in any meeting of the Board or any sub-committee of the Board or either the Corporate Governance, Nominating and Compensation Committee or Board deliberations on his or her Resignation Offer. The full text of the Policy is available on the Company's website at www.amerigoresources.com.

At the Company's annual general meeting held on May 2, 2016, the shareholders of the Corporation approved amendments by way of ordinary resolution to the Articles of the Company to include an advance notice provision. The purpose of the advance notice provision is to provide shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The advance notice provision is the framework by which the Company seeks to fix a deadline by which holders of record of Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form. The Company did not receive notice of any director nominations in connection with the Meeting within the time periods prescribed by the amended Articles. Accordingly, at the Meeting, the only persons eligible to be nominated for election to the Board are the Nominees.

The following table sets out the names of the Nominees for election as a director (a "proposed director"), the province or state, as applicable, and country of residence, their principal occupations, the date each first became a director of the Company, and the number of Shares beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the date hereof. The table also sets out the members of the Company's Audit Committee; and Corporate Governance, Nominating and Compensation Committee. All current directors are members of the Disclosure Committee. If elected, the term of office of each proposed director will expire at the next annual general meeting of the Company.

Name, Province or Stateand Country ofResidence andPosition (1)	Principal occupation or employment and, if not apreviously elected director, occupation duringthe past 5 years (1)	Date ofappointmentor electionas a Director	Number ofCommon Sharesbeneficiallyowned, directly orindirectly, orcontrolledor directed (2)
Klaus ZeitlerBritish Columbia, CanadaExecutive Chairman andDirector	Executive Chairman and Director of the Company;Chairman and director of Rio2 Limited, a miningcompany	April 1, 2003	6,292,331 (3)common shares, or3.61%
Robert Gayton (4), (5)British Columbia, CanadaDirector	Consultant to various public companies since 1987	August 15,2004	289,504 commonshares, or 0.17%
Alberto Salas (5)Santiago, ChileDirector	Chairman of Chile's SQM S.A. and INACAP(National Institute of Professional Training); directorof the Company's subsidiary Minera Valle Central,CAP Minería and ENAEX S.A.; President of theMining Engineers Foundation of the University ofChile; President of the Chilean Pacific Foundation;President of the Inter-American Mining Society andPresident of the Latin American Mining Organization	May 9, 2011	384,155 commonshares, or 0.22%
George Ireland (4), (5),Massachusetts, USADirector	President and Chief Investment Officer of GeologicResource Partners LLC, an investment advisory firm	June 4, 2012	11,777,013 (6)common shares, or6.76%
Michael LuzichLas Vegas, USADirector	Founder and managing partner of Luzich PartnersLLC, an investment firm; founder and president ofvarious investment, real estate and internationaltrading companies	May 20, 2020	12,872,000(7)common shares, or7.38%
Margot NaudieOntario, CanadaDirector	Capital markets professional with global investmentexpertise as Senior Portfolio Manager for globalnatural resource portfolios. Has held senior roles atleading multi-billion-dollar asset management firms,including TD Asset Management, Marret AssetManagement, and CPP Investment Board.Independent Director of BTU Metals Corp., OsinoResources Corp., Abaxx Technologies Inc. andPolaris Infrastructure Inc.	June 7, 2021	N/A
Aurora DavidsonBritish Columbia, CanadaDirector	President and Chief Executive Officer of theCompany since December 6, 2019; former ChiefFinancial Officer of the Company; former ExecutiveVice President of the Company	May 4, 2020	1,377,021 (8)common shares, or0.79%

Notes:

(1) The information as to country and province or state of residence, and principal occupation, not being within the knowledge of the Company, has been furnished by the Director.

(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at March 28, 2022, based upon information furnished to the Company by the Director. Unless otherwise indicated, such Shares are held directly.

(3) Of this amount, 3,883,581 Shares are beneficially owned indirectly.

(4) Member of the Audit Committee. Dr. Gayton is chair of the committee.

(5) Member of the Corporate Governance, Nominating and Compensation Committee. Mr. Ireland is Chair of the committee.

(6) Of this amount, 1,528,662 Shares are held by Geologic Resource Partners LLC and are under the control and direction of Mr. Ireland.

• (7) Of this amount 12,872,000 Shares are held by Luzich Partners LLC and are under the control and direction of Mr. Luzich.
• (8) Of this amount, 394,643 Shares are held by Delphis Financial Strategies Inc. and are under the control and direction of Ms. Davidson., and 200,000 shares are held in an RRSP and are under the control and direction of Ms. Davidson.

To the knowledge of the Company no director or proposed director (or any of their personal holding companies):

• (a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that:
  • (i) was the subject, while the proposed director was in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
  • (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or
• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
• (d) has been subject to 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
• (e) has been subject to 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.

See Schedule A - Corporate Governance Practices for information in respect of directorships in other reporting issuers held by the directors of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Corporate Governance, Nominating and Compensation Committee

In respect of compensation matters, the Corporate Governance, Nominating and Compensation Committee of the Board (the "CGNC Committee") has the following responsibilities:

• reviewing and approving the corporate and individual goals and objectives relevant to senior management's compensation, evaluating performance, and setting compensation levels based upon this evaluation;
• reviewing the recommendations of the Executive Chairman with respect to compensation of other management members, and for fixing their compensation, including annual bonuses and the granting of stock options under the Company's stock option plan;
• reviewing executive compensation disclosure before the Company publicly discloses this information; and
• reviewing compensation policies and proposals with reference to industry sectors and markets in which the Company operates.

The CGNC Committee members are independent directors George Ireland (Chairman), Alberto Salas and Dr. Robert Gayton. Meetings of the Committee are documented in the form of meeting minutes. In establishing policies covering compensation, including annual bonuses and stock option grants, the CGNC Committee takes into consideration the recommendations of the Executive Chairman, advice of independent consultants when retained and industry standards.

The majority of the members of the CGNC Committee have direct experience which is relevant to their responsibilities in executive compensation as they have been previously, and are currently, involved with compensation matters at other companies, both public and private, which they are directors.

Skills and experience that enable the CGNC Committee to make decisions on the suitability of the Company's compensation policies and practice include:

• George Ireland: Mr. Ireland, has almost 40 years of experience in the mining and metals industry in positions ranging from field geologist and operations to banking and venture capital. Mr. Ireland founded Geologic Resource Partners (GRP) in 2004 and serves as Chief Investment Officer and CEO. Formerly, he was General Partner of Ring Partners, LP, a predecessor investment partnership to GRP. Mr. Ireland graduated from the University of Michigan with a BS from the School of Natural Resources and is a Fellow in the Society of Economic Geologists. Currently, Mr. Ireland is Chairman and a director of Lithium Americas Corp. and also serves on the board of Heliostar Metals Limited.
• Robert Gayton: Mr. Gayton, FCPA (FCA), graduated from the University of British Columbia in 1962 with a Bachelor of Commerce degree and in 1964 earned the Chartered Professional Accountant (CPA, CA) designation while at Peat Marwick Mitchell. Dr. Gayton joined the Faculty of Business Administration at the University of British Columbia in 1965, beginning 10 years in the academic world, including time at the University of California, Berkeley, earning a Ph.D. in business. Dr. Gayton rejoined Peat Marwick Mitchell in 1974 and became a partner in 1976 where he provided audit and consulting services to private and public company clients for 11 years. Dr. Gayton has directed the accounting and financial matters of public companies in the resource and non-resource fields since 1987.

Alberto Salas: Mr. Salas is a mining entrepreneur, currently Chairman of Chile's SQM S.A. and Chairman of the National Institute of Professional Training (INACAP), Chile's largest higher education and training institute. He is also a director of Minera Valle Central, CAP Mineria and ENAEX S. A.; President of the Mining Engineers Foundation of the University of Chile; President of the Chilean Pacific Foundation; President of the Inter-American Mining Society and President of the Latin American Mining Organization. In Chile, Mr. Salas served as a director of Teck's Quebrada Blanca Mining Company and Teck's Carmen de Andacollo Mining Company, the National Mining Company (ENAMI) and the National Petroleum Company (ENAP). He is a former member of the APEC Business Advisory Council. Mr. Salas is a Mining Civil Engineer from the University of Chile with post-graduate studies in Corporate Finance from the Adolfo Ibáñez University in Chile.

Objectives of Executive Compensation

The CGNC Committee endeavors to ensure that the Company's compensation policies:

• attract and retain highly qualified and experienced executives and managers;
• recognize and reward contribution to the success of the Company as measured by the accomplishment of specific performance objectives; and
• ensure that a significant proportion of compensation is at risk and directly linked to the success of the Company.

Executive compensation is based upon the need to provide a compensation package that will allow the Company to attract and retain qualified and experienced executives, balanced with a pay-for-performance philosophy.

Analysis of Elements

The principal elements of executive officers' compensation consist of the following: base salary, long-term incentive awards (stock options), and annual performance bonuses. These elements, described below in more detail, are designed to reward corporate and individual performance. Corporate performance is generally measured relative to operational objectives and corporate values. Individual performance is evaluated based on individual expertise, leadership, ethics, and achievement of personal performance goals and commitments. The CGNC Committee considers management's goals and objectives for each year, particularly with respect to bonus considerations, and believes that accomplishment of such goals is in the best interests of the Company as well as management, as they take into account not only revenues, costs and profitability in the short term, but also long-term elements such as capital expenditures and future expansion plans.

Benchmarking

In the fall of 2018, the CGNC Committee retained the services of Mercer (Canada) Limited ("Mercer") to advise on the competitiveness and appropriateness of compensation programs for the Company's CEO, CFO, and independent board members. The compensation of the Company's CEO and CFO was adjusted effective January 1, 2019 as a result of Mercer's findings and following the ensuing review of these findings by the Company's Executive Chairman and the CGNC Committee.

To conduct their review, Mercer worked with the CGNC Committee to develop an appropriate compensation peer group and sourced market compensation data from 2018 management information circulars of said group. Peer companies were selected on the basis of having operating and/or development activity in Latin America, being traded in Canada or the United States, and having annual revenues and total assets that are reasonably similar (within 50% to 200%) to Amerigo's. Based on these criteria, the peer companies used in the 2018 compensation benchmarking review were as follows:

Alio Gold Inc. Americas Silver Corporation Atalaya Mining Plc Continental Gold Inc. Copper Mountain Mining Corporation Endeavor Silver Corp. Ero Copper Corp. Golden Star Resources Ltd.

Gran Colombia Gold Corp Guyana Goldfields Inc Jaguar Mining Inc. Largo Resources Ltd. Mandalay Resources Corporation Sierra Metals Inc. Silvercorp Metals Inc. Taseko Mines Limited

In the two most recently completed financial years, the Company has not paid any executive compensation-related fees or other fees to Mercer or any other person in connection with services related to determining compensation for any of the Company's directors and executive officers.

Base Compensation

Base compensation is normally reviewed in the first quarter of each year and adjustments, if any, are made retroactive to January 1 of that year. The CGNC Committee determines base compensation adjustments for management considering industry compensation surveys, the Company's financial performance, inflation rates and general economic conditions. The CGNC Committee also takes into consideration recommendations from the Executive Chairman with respect to compensation for other members of management.

Bonus Consideration

The CGNC Committee reviews management performance considering corporate and individual goals. This review assists in the determination of the payment of bonuses, if any, in respect of each year. The Committee retains discretion over this determination and, depending on its view of other relevant circumstances in each year, may decide to modify any bonus payment whether goals and objectives are met in a particular year. Goals and objectives may include: (1) reaching production targets; (2) keeping operating costs within budget; (3) keeping capital expenditures within budget; and (4) attaining operating cash flow targets, all of which account for an important percentage of the target bonus. Other targets relate specifically to the Company's business and competitive strategy or are in relation to key business partners and other stakeholders and are therefore not disclosed publicly as management believes to do so could prove prejudicial to the Company's interests.

Stock Options

The Company grants share purchase options pursuant to the stock option plan in consideration of the level of responsibility of the executive as well as his or her impact and/or contribution to the longer-term operating performance of the Company. To date the stock option plan has been the sole long-term component of management compensation and has helped to ensure that a major part of management's compensation is closely aligned with shareholder interests.

In determining the overall number of options to be granted each year, the CGNC Committee reviews the number of options outstanding compared to peer-group companies and the total compensation package for management and directors in the year.

On December 20, 2018, the Board approved, subject to receipt of TSX approval (which was received on January 17, 2019), certain administrative amendments to the Company's stock option plan to allow for the Company to cash-out its stock options by mutual agreement between the optionholders and the Company, and to provide a mechanism that would allow for optionholders to reinvest the funds received from the Company pursuant to the cash-out of stock options in Shares at the then current market price.

Compensation Risk

The CGNC Committee periodically reviews the Company's compensation program to ensure that it is structured to encourage decision making and outcomes that are in the best interest of the Company and its shareholders and to avoid the taking of inappropriate or excessive risks.

The compensation structure for the Company's executives is meant to result in a balance of achieving short-term goals and long-term strategies and does not encourage sub-optimization or reward actions that could produce short term success at the cost of long-term shareholder results. Additionally, the CGNC Committee monitors the risk level of the Company's executive compensation program by ensuring that the compensation framework is structured to align with the Company's short and long term goals, ensuring that a significant portion of executive compensation is at risk and is variable year over year, having option grants that have a life span of five years which would encourage long term sustainable share price appreciation, and taking a review of the Company's compensation program periodically, and if required, obtaining the services of independent outside advisors.

The CGNC Committee and the Board of Directors are satisfied that there were not any identified risks arising from the Company's compensation programs or policies that would have had any material adverse effect on the Company. The Company does not have any policy in place to permit an executive officer or director to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 - Statement of Executive Compensation ("Form 51-102F6") sets forth all annual and long term compensation for services in all capacities to the Company for the most recently completed financial year of the Company (to the extent required by Form 51-102F6) in respect of each Named Executive Officer ("NEO"), as defined in Form 51-102F6. For the purposes of Form 51-102F6, NEO means a CEO, a CFO, each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, and each individual who would be an NEO but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

Summary Compensation Table for financial years ending on December 31, 2019, 2020 and 2021

				Non-EquityIncentive PlanCompensation($)
Name and PrincipalPosition	Year(1)	Salary($)	OptionBasedAwards(2)($)	AnnualIncentivePlans(3)	LongtermIncentivePlans	All OtherCompensation($)1	TotalCompensation($)
Klaus M. ZeitlerExecutive Chairman &Director	202120202019	NilNilNil	74,23814,947244,270	864,046(4)242,095(4)194,813(4)	NilNilNil	363,345(4)(5)388,194(4)(6)364,966(4)(7)	1,301,629645,236804,049
Aurora G. Davidson (8)President & CEO	202120202019	NilNilNil	121,98229,893488,540	448,350(10)364,733(10)226,000 (10)	NilNilNil	395,122(9)(10)398,459(9)(10)297,771(9)(10)	965,454793,0851,012,311
Carmen Amezquita(11)CFO	20212020	NilNil	60,00810,735	30,000(12)Nil	NilNil	75,000(12)40,567(12)	165,00851,302

Notes:

(1) Fiscal year ending December 31.

(2) Value of stock options granted during the year. Value is calculated for options granted during the year using the Black-Scholes Option Pricing Model and the following assumptions: expected dividend yield (0%), expected stock price volatility (69.71%-73.39%), risk-free interest rate (0.56%-1.01%) and expected life of options (4.20 years– 4.31 years). The Company selected the Black-Scholes model given its prevalence of use within North America. Please see Incentive Plan Awards: Value vested or earned during the year, below, for details of stock option grants to NEOs.

(3) Bonuses paid in each year are in respect of performance for the prior financial year, except for bonuses paid to Dr. Zeitler which includes in 2021 $257,571 in respect of the Cauquenes Bonus (as hereinafter defined) for 2020 and $606,475 for Q1 to Q3 2021; in 2020 $32,529 in respect of the Cauquenes Bonus (as hereinafter defined) for 2019 and $109,566 for Q1 to Q3 2020; in 2019 $134,474 in respect of the Cauquenes Bonus (as hereinafter defined) for 2018 and $60,339 for Q1 to Q3-2019. See the information below this table under "Klaus M. Zeitler".

(4) Paid to Zeitler Holdings Corp., a company owned by Dr. Zeitler and an associate of Dr. Zeitler, pursuant to agreements made as of January 1, 2012 and October 1, 2015. See the information below this table under "Klaus M. Zeitler."

(5) Includes $45,122 in director fees from MVC (as hereinafter defined) and $60,151 in director fees from the Company.

(6) Includes $48,459 in director fees from MVC (as hereinafter defined) and $62,630 in director fees from the Company.

• (7) Includes $47,771 in director fees from MVC (as hereinafter defined) and $43,821 in director fees from the Company.
• (8) Ms. Davidson served as the Company's CFO since December 2003 until August 1, 2020, previously served as Executive Vice-President from October 1, 2015 until December 6, 2019, and was appointed as President and CEO of the Company with effect as of December 6, 2019 and appointed a director of the Company on May 4, 2020.

(9) Includes director fees from MVC of $45,122 in 2021, $48,459 in 2020, and $47,771 in 2019.

(10) Paid to Delphis Financial Strategies Inc. of which Ms. Davidson is the principal, pursuant to agreements made as of January 1, 2012, October 1, 2015 and January 1, 2020. See the information below this table under "Aurora Davidson." (11) Ms. Amezquita was appointed as CFO of the Company effective August 1, 2020.

(12) Paid to Malaspina Consultants Inc. of which Ms. Amezquita is an employee, pursuant to an agreement made as of July 28, 2020.

Klaus M. Zeitler

Pursuant to a consulting services agreement (the "MVC Agreement") made as of January 1, 2012 between the Company's subsidiary, Minera Valle Central, S.A. ("MVC"), and Zeitler Holdings Corp. ("ZHC", a company of which Dr. Zeitler is the principal), MVC agreed to pay to ZHC a fee of US$13,000 per month (the "MVC Monthly Fee") or US$156,000 per year (the "MVC Fee"), subject to review annually.

Pursuant to a consulting services agreement made as of January 1, 2012 (the "2012 ZHC Agreement") between the Company and ZHC, the Company agreed to pay to ZHC a monthly fee based on an annual rate equal to the difference, in Canadian dollars, between the sum of $360,000 and US$36,000 (the "2015 Total Fee") and the Canadian dollar equivalent of the total amounts paid by MVC to ZHC during 2015, together with GST or its equivalent.

The parties subsequently entered into a consulting services agreement on October 1, 2015 (the "2015 ZHC Agreement") that superseded the 2012 ZHC Agreement and pursuant to which ZHC is being paid a monthly fee based on an annual rate equal to the sum of US$50,000 plus an additional amount equal to the annual retainer and meeting fees the Company pays to each of the independent members of its board of the directors, as adjusted from time to time (collectively the "Fee"), subject to review annually.

Under the 2015 ZHC Agreement, effective January 1, 2016, ZHC is entitled to be paid a bonus (the "Cauquenes Bonus") equal to 0.8% of EBITDA calculated on MVC's earnings from contracts between MVC and División El Teniente in effect as of October 1, 2015, less all project financing charges paid by MVC, together with GST or its equivalent, during the period from the date MVC commences production from the Cauquenes deposit and up to and including December 31, 2025. The Cauquenes Bonus is payable to ZHC on a quarterly basis. At any time after December 31, 2019, upon mutual agreement of Amerigo and ZHC, Amerigo or MVC will have the right to eliminate and replace the Cauquenes Bonus with a one-time payment to ZHC in an amount equal to the net present value ("NPV") of the Cauquenes Bonus at that time, together with GST or its equivalent. The NPV will be calculated using an 8% discount rate, MVC's then current operating costs and the copper price projections for the remaining years to 2025 provided by Wood Mackenzie or its successor firm together with such other assumptions as may be required to fairly estimate the NPV.

Aurora Davidson

Pursuant to the terms of a consulting services agreement (the "Delphis Agreement") made as of January 1, 2012, and updated and amended as of October 1, 2015 and as of January 1, 2020, between the Company and Delphis Financial Strategies Inc. ("Delphis", a company of which Ms. Davidson is the principal), the Company agreed to pay to Delphis an annual fee of $350,000 (the "Delphis Fee") subject to review annually, in equal monthly installments with provision for an annual bonus, if any, to be determined by the Company's CGNC Committee. The bonus is based upon the Company and Delphis meeting key criteria each year, as mutually agreed between Delphis and the Company, and the target bonus in each year is equal to 100% of the Delphis Fee (the "Delphis Target Bonus") or as determined by the Company's CGNC.

Carmen Amezquita

Pursuant to the terms of a consulting services agreement (the "Malaspina Agreement") made as of March 31, 2020, between the Company and Malaspina Consultants Inc. ("Malaspina", a company of which Ms. Amezquita is an employee), the Company agreed to pay to Malaspina an annual fee of $75,000 (the "Malaspina Fee") subject to review annually, in equal monthly installments.

Incentive Plan Awards: Value vested or earned during the year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to NEOs are as follows:

Name	Option-Based Awards -Value VestedDuring The Year($)(1)	Share-Based Awards -Value VestedDuring The Year($)	Non-Equity Incentive PlanCompensation -Value EarnedDuring The Year($)
Klaus M. Zeitler	74,238	Nil	Nil
Aurora G. Davidson (2)	121,982	Nil	Nil
Carmen Amezquita(3)	60,008	Nil	Nil

Note:

• (1) Value is calculated for options granted during the year using the Black-Scholes Option Pricing Model and the following assumptions: expected dividend yield (0%), expected stock price volatility (69.71%-73.39%), risk-free interest rate (0.56%- 1.01%) and expected life of options (4.20 years– 4.31 years).
• (2) Ms. Davidson served as the Company's CFO since December 2003 until August 1, 2020, previously served as Executive Vice-President from October 1, 2015 until December 6, 2019 and was appointed as President and CEO of the Company with effect as of December 6, 2019 and was appointed a director of the Company on May 4, 2020.
• (3) Ms. Amezquita was appointed as CFO of the Company effective August 1, 2020.

Incentive Plan Awards: Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding as of December 31, 2021 to each of the NEOs under incentive plans of the Company pursuant to which compensation depends on achieving certain performance goals or similar conditions within a specified period, including awards granted before the most recently completed financial year.

		Option-Based Awards		Share-Based Awards
Name	Number ofSecuritiesUnderlyingUnexercisedOptions(1)(#)	OptionExercise Price($)	OptionExpiration Date	Value(2) ofUnexercisedIn-The-MoneyOptions($)	Number ofShares OrUnits OfShares ThatHave NotVested(#)	Market orPayout Value(2)Of ShareBased AwardsThat Have NotVested($)
Klaus M. Zeitler	400,000	0.53	February 24, 2022	372,000	Nil	N/A
	400,000	1.06	February 23, 2023	160,000	Nil	N/A
	400,000	1.11	March 11, 2024	140,000	Nil	N/A
	200,000	0.40	March 2, 2025	212,000	Nil	N/A
	250,000	0.91	February 22, 2026	137,500	Nil	N/A
Aurora G. Davidson (3), (4)	800,000	0.53	February 24, 2022	744,000	Nil	N/A
	800,000	1.06	February 23, 2023	320,000	Nil	N/A
	800,000	1.11	March 11, 2024	280,000	Nil	N/A
	400,000	0.40	March 2, 2025	424,000	Nil	N/A
	400,000	0.91	February 22, 2026	220,000	Nil	N/A
Carmen Amezquita(5)	150,000	0.52	August 4, 2025	141,000	Nil	N/A
	150,000	0.91	February 22, 2026	82,500	Nil	N/A

Notes:

(1) Each stock option is exercisable for one Share. Pursuant to recent amendments to the Company's stock option plan, fully vested options may now be repurchased by the Company from the optionee by mutual agreement in writing and thereupon terminated and cancelled in consideration for the Company paying to the optionee the "in-the-money" amount of such options (less an amount equal to any requisite tax withholdings) (as determined in accordance with a formula contained in the stock option plan) or such other amount as the optionee and the Company may agree. The former optionee would then concurrently subscribe for Shares at the then prevailing market price for the Shares. See "Securities Authorized for Issuance Under Equity Compensation Plans".

• (2) Value is calculated by multiplying the number of securities which may be acquired on exercise of the option by the difference, if any, between the market value of the securities underlying the options at financial year-end and the exercise price of the options. The closing price for the Company's shares on December 31, 2021 was $1.46.
• (3) Ms. Davidson served as the Company's CFO since December 2003, previously served as the Company's Executive Vice-President from October 1, 2015 until December 6, 2019 and was appointed as President and CEO of the Company with effect as of December 6, 2019.
• (4) Ms. Davidson was appointed a director of the Company on May 4, 2020
• (5) Ms. Amezquita was appointed as CFO of the Company effective August 1, 2020.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement. The Company does not have a deferred compensation plan.

Termination and Change of Control Benefits

The Company does not have employment contracts with any NEOs, and does not have any contract, agreement, plan or arrangement that provides for payments to its NEOs at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, a change in control of the Company or a change in the NEOs' responsibilities, except as set out below.

Klaus M. Zeitler

If MVC terminates the MVC Agreement other than for cause, or if ZHC terminates the MVC Agreement within 12 months following a "change of control" of the Company (as defined in the MVC Agreement), MVC is required to pay to ZHC the total of (i) two times the MVC Fee then in effect; and (ii) the amount obtained when the MVC Monthly Fee is multiplied by the number of fully completed years of service ZHC has provided to MVC, up to a maximum of 12 times the MVC Monthly Fee.

The Company does not have any severance obligations to ZHC.

Aurora Davidson

If the Company terminates the Delphis Agreement other than for cause, or if Delphis terminates the Delphis Agreement for "good reason" within 12 months following a "change of control" of the Company (both as defined in the Delphis Agreement), the Company is required to pay to Delphis an amount equal to the total of: (i) two times the Delphis Fee then in effect; and (ii) an amount equal to two times the Delphis Target Bonus then in effect.

All amounts referred to above are exclusive of applicable taxes.

For the purposes of the agreements referred to above, a "change of control" will be evidenced by any of the following: the removal, by extraordinary resolution of the shareholders of the Company, of more than 50% of the then incumbent directors of the Company, or the election of a majority of new directors of the Company; the acquisition by any person or group of persons acting jointly or in concert, of common shares of the Company which, when added to all other common shares of the Company at the time held by such person or persons acting jointly or in concert, totals for the first time fifty (50%) percent or more of the outstanding common shares of the Company; the consummation of a sale of all or substantially all of the assets of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect; or a merger, consolidation, plan of arrangement or reorganization of the Company that results in the beneficial, direct or indirect transfer of 50% or more of the total voting power of the resulting entity's outstanding securities to a person, or group of persons acting jointly and in concert.

Estimated Incremental Payments on Change of Control

If, effective December 31, 2021, MVC terminated the MVC Agreement without cause or if ZHC terminated the MVC Agreement within 12 months following a change of control of the Company, ZHC would have been entitled to receive US$468,000 from MVC, the estimated incremental payment upon termination.

If, effective December 31, 2021, the Company terminated the Delphis Agreement without cause or Delphis terminated the Delphis Agreement within 12 months following a change of control of the Company, Delphis would have been entitled to receive $1,400,000 from the Company, the estimated incremental payment upon termination.

All amounts referred to above in respect of estimated incremental payments on change of control to ZHC and Delphis are exclusive of applicable taxes.

None of the companies referred to above is entitled to termination payments in the event any of such companies terminates its respective agreement or agreements. All such agreements may be terminated in writing for cause as set out in each of the agreements.

Performance Graph

The following performance graph illustrates the Company's five-year cumulative total shareholder return (assuming reinvestment of dividends, if any, on each dividend payment date) on a $100 investment in the Company's Shares compared to the return on a comparable investment on the S&P/TSX Composite Index and the S&P/TSX Global Mining Index. The share trading data is as reported by the TSX.

The five-year graph shows that Amerigo's share price appreciated 330%, compared to an increase in the S&P/TSX Metals and Mining Total Return Index of 65% and an increase in the S&P/TSX Composite Index of 56%. The mining sector is highly cyclical, and the share performance of mining companies is strongly influenced by changes in commodity prices. Amerigo's shares are significantly leveraged to the price of copper.

In 2021 the Company's share price appreciated 83.75% from Cdn$0.79 to Cdn$1.46 compared to an increase of 2.12% in the S&P/TSX Global Mining Index and an increase of 20.84% on the S&P TSX Composite Index. In 2021, the average annual copper price was US$4.22 per pound, moving up 20% from an average price of US$3.62 per pound in January to an average price of US$4.33 per pound in December.

In 2020 the Company's share price appreciated 35.59% from Cdn$0.59 to Cdn$0.80 compared to an increase of 23.52% in the S&P/TSX Global Mining Index and an increase of 2.17% on the S&P TSX Composite Index. In 2020, the average annual copper price was US$2.80 per pound, moving up 28% from an average price of US$2.74 per pound in January to an average price of US$3.52 per pound in December.

In 2019 the Company's share price depreciated 39.08% from Cdn$0.87 to Cdn$0.53 compared to an increase of 23.89% in the S&P/TSX Global Mining Index and an increase of 20.72% on the S&P TSX Composite Index. In 2019, the average annual copper price was US$2.72 per pound, moving up 2.20% from an average price of US$2.69 per pound in January to an average price of US$2.75 per pound in December.

Starting in 2017, bonuses paid to Dr. Zeitler are exclusively in respect of the Cauquenes Bonus described earlier in this document. Bonuses in 2019, 2020 and 2021 paid in respect of 2019, 2020 and 2021 performance, respectively, to other members of management reflected the attainment of individual annual performance goals including among others production, operational, financial and share performance goals.

Director Compensation

The following table sets forth all amounts of compensation provided to directors who are not NEOs for the Company's most recently completed financial year.

Name	Fees Earned($)	Sharebasedawards($)	Option-BasedAwards($)	Non-equityincentive plancompensation($)	All othercompensation($)	Total($)
Robert Gayton	73,199	—	46,392	—	—	119,591
Sidney Robinson	28,266	—	46,392	—	—	74,658
Alberto Salas	60,575	—	46,392	—	—	106,967
George Ireland	62,421	—	46,392	—	—	108,813
Michael Luzich	58,686	—	42,391	—	—	101,077
David Thomas	22,593	—	39,375	—	—	61,968
Margot Naudie	34,496	—	39,375	—	—	73,871

The compensation set out in the preceding table was paid to the Directors for acting in their capacity as Directors and committee members, and for meeting and committee participation. Fees earned include a US$30,000 annual retainer, a US$5,000 annual retainer for the Lead Director and the Chairman of each committee and a US$1,500 fee for each Board and committee meeting.

Incentive Plan Awards - Value Vested or earned during the year

The Company grants options to its Directors pursuant to the Company's stock option plan in order to assist the Company in attracting, retaining and motivating the Directors of the Company and to more closely align their personal interests with those of the Company's shareholders.

The values of incentive plan awards vested or earned during the most recently completed financial year that were granted to Directors who are not Named Executive Officers are set out in the following table:

Name	Option-Based Awards - Value Vested During the Year(1) ($)
Robert Gayton	46,392
Sidney Robinson	46,392
Alberto Salas	46,392
George Ireland	46,392
Michael Luzich	42,391
David Thomas	39,375
Margot Naudie	39,375

Note:

(1) Value is calculated for options granted during the year using the Black-Scholes Option Pricing Model and the following assumptions: expected dividend yield (0%), expected stock price volatility (69.71%-73.39%), risk-free interest rate (0.56%-1.01%) and expected life of options (4.20 years– 4.31 years).

Incentive Plan Awards - Outstanding Option Based Awards

The following table sets forth information concerning all awards outstanding at the end of the most recently completed financial year to each of the directors of the Company (who were not Named Executive Officers) under incentive plans of the Company pursuant to which compensation depends on achieving certain performance goals or similar conditions within a specified period.

	Option-Based Awards
Director Name	Number ofSecuritiesUnderlyingUnexercisedOptions(1)(#)	Option ExercisePrice($)	Option ExpirationDate	Value of UnexercisedIn-The-MoneyOptions(2)($)
Robert Gayton	250,000	0.53	February 24, 2022	232,500
	250,000	1.06	February 23, 2023	100,000
	300,000	1.11	March 11, 2024	105,000
	100,000	0.40	March 2, 2025	106,000
	160,000	0.91	February 22, 2026	88,000
Alberto Salas	200,000	0.53	February 24, 2022	186,000
	200,000	1.06	February 23, 2023	80,000
	250,000	1.11	March 11, 2024	87,500
	100,000	0.40	March 2, 2025	106,000
	160,000	0.91	February 22, 2026	88,000
George Ireland	200,000	0.53	February 24, 2022	186,000
	200,000	1.06	February 23, 2023	80,000
	250,000	1.11	March 11, 2024	87,500
	100,000	0.40	March 2, 2025	106,000
	160,000	0.91	February 22, 2026	88,000
Michael Luzich	160,000	0.91	February 22, 2026	88,000
Margot Naudie	160,000	1.29	June 7, 2026	27,200

Notes:

• (1) Each stock option is exercisable for one Share. Pursuant to recent amendments to the Company's stock option plan, fully vested options may now be repurchased by the Company from the optionee by mutual agreement in writing and thereupon terminated and cancelled in consideration for the Company paying to the optionee the "in-the-money" amount of such options (less an amount equal to any requisite tax withholdings) (as determined in accordance with a formula contained in the stock option plan) or such other amount as the optionee and the Company may agree. The former optionee would then concurrently subscribe for Shares at the then prevailing market price for the Shares. See "Securities Authorized for Issuance Under Equity Compensation Plans".
• (2) Value is calculated by multiplying the number of securities which may be acquired on exercise of the option by the difference, if any, between the market value of the securities underlying the options at financial year-end and the exercise price of the options. The closing price for the Company's shares on December 31, 2021 was $1.46.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table summarizes relevant information as of December 31, 2021 with respect to compensation plans under which equity securities are authorized for issuance. There were a total of 173,512,899 Shares issued and outstanding as of December 31, 2021 and 174,328,773 Shares as of the date of this Information Circular.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)	Weighted-averageexercise price ($)of outstanding options,warrants and rights(b)	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
Equity compensationplans approved bysecurity holders (1)(2)	17,506,055	0.85	6,781,050
Equity CompensationPlans not approved bysecurity holders	Nil	Nil	Nil
Total	17,506,055	0.85	6,781,050

Equity Compensation Plan Information

Notes:

(2) As at the date hereof, the stock option plan is a rolling 10% plan, so this number will increase as the number of Shares available for issuance is determined at the date of the option grant based on the number of issued and outstanding Shares at that date.

The Company's directors have approved the Company's current stock option plan (the "Current Plan") which provides for the issuance of stock options to acquire at any time up to a maximum of 10% of our issued and outstanding Shares, including previously granted stock options, and all unallocated options issuable pursuant to the Current Plan were approved by the Company's shareholders at the annual general meeting held on May 3, 2021.

Under the Current Plan:

1. fully vested options may be repurchased by the Company from the optionee by mutual agreement in writing and thereupon terminated and cancelled in consideration for the Company paying to the optionee the "in-the-money" amount of such options (less an amount equal to any requisite tax withholdings) (as determined in accordance with a

(1) See the description of the Company's stock option plan below.

formula contained in the Current Plan) or such other amount as the optionee and the Company may agree; and

1. the former optionee would then concurrently subscribe for Shares at the then prevailing market price for the Shares.

The following is a summary of the principal terms of the Current Plan:

Eligible Participants

The Current Plan provides that stock options may be granted to Employees, Senior Officers, Directors, Management Company Employees and Consultants of the Company and the Company's subsidiaries (as defined in the Current Plan).

Shares Available for Issuance

The Current Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the Company's issued and outstanding Shares (subject to standard anti-dilution adjustments). The Current Plan is considered a "rolling" stock option plan as the number of Shares available for issue under the Current Plan increases with the number of issued and outstanding Shares. The Current Plan is also considered an "evergreen" stock option plan: when a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares reserved for issuance under that expired or terminated stock option again become available for the purposes of the Current Plan. Any stock option outstanding when the Current Plan is terminated will remain in effect until it is exercised or expires.

Plan Administration

The Current Plan is administered by our Board of Directors who may designate a committee to administer the Current Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, and that are consistent with the Current Plan. The committee will consist of two or more Directors who may be designated from time to time to serve as the committee for the Current Plan, all of the sitting members of which will be current Directors.

Amerigo awards options on an annual basis following the review of prior year financial performance, and on those rare occasions when a new officer or director joins the Company. The annual award recommendation is put forward by the Executive Chairman in consultation with the President and CEO, and the Compensation Committee reviews and modifies accordingly. The Compensation Committee is presented with data on the 3 year prior awards, and the status of options held by each optionee when considering new grants.

Limitations on the Grant of Options

The Current Plan provides that it is solely within the discretion of the Board to determine who should receive stock options, in what amounts and for what term, subject to the following conditions:

• a) options may be exercisable for a maximum of ten years from the date of grant. All stock options granted to date have a term of five years;
• b) options to acquire no more than 5% of our issued and outstanding Shares may be granted to any one director, officer, employee or consultant in any 12-month period; and
• c) the number of Shares issuable (or reserved for issuance) to insiders under all share compensation arrangements cannot at any time exceed 10% of our issued and outstanding Shares, and the number of Shares issued to insiders under all share compensation arrangements cannot exceed 10% of our issued and outstanding Shares within a one year period.

The Current Plan provides that other terms and conditions may be attached to a particular stock option, with those terms and conditions to be included in the option agreement.

Exercise Price

The price at which an option holder may purchase a Share upon the exercise of a stock option will be fixed in compliance with the applicable provisions of the Toronto Stock Exchange ("TSX") Company Manual in force at the time of grant and, in any event, will not be less than the closing price of the Shares on the TSX on the trading day immediately preceding the day on which the Option is granted.

Repurchase of Options

The principal amendments to the Plan (which are contained in the Current Plan) have added the following procedure to allow for the Company to cash-out vested stock options:

The optionee and the Company may, by mutual agreement in writing, determine that a fully vested option held by the optionee will be repurchased by the Company from the optionee and thereupon terminated and cancelled in consideration for the Company paying to the optionee the amount P determined in accordance with the formula below or such other amount as the optionee and the Company may agree:

$$ P = \qquad \qquad Y (A-B-C) $$

Where

• Y = the total number of Shares purchasable by the optionee under the option (at the date of such calculation).
• A = Market Price of one Share of the Company (on the trading day immediately preceding the date the option is repurchased by the Company).
• B = Exercise Price (as adjusted to the date of such calculation).
• C = the required amount (per Share) to be withheld by the Company with respect to any taxable event arising as a result of the repurchase of the option by the Company.

If the Company repurchases an option from an optionee with the agreement of the optionee, as permitted in the Current Plan, the Company will, at the request of the optionee, make the election contemplated by section 110(1.1) of the Income Tax Act (Canada) in respect of such repurchase.

If the Company repurchases an option from an optionee in consideration for the payment of the amount P set out above, the optionee will concurrently subscribe for that number of Shares (X) determined in accordance with the formula below at a total subscription price equal to the same amount P, and the Company will have the right to set off payment of the amount payable to the optionee pursuant to the Current Plan for the repurchase of the option against payment of the subscription price payable for the Shares by the optionee to the Company:

X = P / A

Where:

X is the number of Shares the Optionee will subscribe for

P is the amount payable by the Company to the Optionee in respect of the repurchase of an Option from the Optionee

A is the Market Price of one Share of the Company (on the trading day immediately preceding the day the Option is repurchased by the Company).

The Current Plan includes, as an exhibit thereto, a form of agreement to repurchase an option and to concurrently subscribe for Shares.

Option Exercise on takeover bid or tender offer

If there is a takeover bid or tender offer made for all or any of the issued and outstanding Shares, then the Board may, in its sole and absolute discretion and if permitted by applicable legislation, unilaterally determine that outstanding Options, whether fully vested and exercisable or subject to vesting provisions or other limitations on exercise, will be:

• a) conditionally exercisable in full to enable the Shares subject to such Options to be conditionally issued and tendered to such bid or offer, subject to the condition that if the bid or offer is not duly completed the exercise of such Options and the issue of such Shares will be rescinded and nullified and the Options, including any vesting provisions or other limitations on exercise which were in effect, will be re-instated; or
• b) exercisable by an Optionee by written notice to the Company specifying that the Optionee elects to receive from the Company the amount that is equal to the difference between the market price of the Shares (as determined pursuant to a formula contained in the Current Plan) as of the date of receipt by the Company of such notice and the exercise price, multiplied by the number of Shares in respect of which the Option would otherwise be exercised.

Expiration or Termination

Under the Current Plan, in the event the working relationship of an Optionee with the Company ends, the Board may determine the date at which any Options held by such Optionee will expire. In addition, in no case will a stock option be exercisable at any date that is after the first anniversary of the Optionee's date of death.

If an option expires during a trading blackout or within 10 business days after the date on which the blackout ends, then the expiry date of the option will be extended for a period of 10 business days after the date on which the trading blackout ends.

Vesting

Stock options granted pursuant to the Current Plan will vest when granted unless otherwise determined by the Board on a case by case basis. The Board believes this vesting schedule appropriately incentivizes the option holder to perform with the long-term goals of the Company in mind and aligns the option holder's interests with those of the Company's shareholders. In the event of a Change of Control (as defined in the Current Plan), all options outstanding shall immediately vest and be exercisable.

As a condition of and prior to participation in the Current Plan, each Optionee authorizes the Company to: a) withhold from any amount otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Current Plan; or b) require (as a condition of exercise) an Optionee to remit to the Company, the required amount to satisfy any taxes which are required to be withheld with respect to any taxable event arising as a result of the Current Plan.

Amendments

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including the TSX), the Board may, at any time, without further action by its shareholders, amend the Current Plan or any Option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to:

• a) ensure that the Options granted under the Current Plan comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which an Optionee may from time to time be resident or a citizen;
• b) make amendments of a "housekeeping" or ministerial nature, including, without limitation, any amendment for the purpose of curing any ambiguity, error or omission in the Current Plan or to correct or supplement any provision of the Current Plan that is inconsistent with any other provision of the Current Plan;
• c) change vesting provisions of an Option or the Current Plan;
• d) change termination provisions of an Option provided that the expiry date does not extend beyond the original expiry date;
• e) reduce the exercise price of an Option for an Optionee who is not an Insider;
• f) make any amendments required to comply with applicable laws or TSX requirements; and
• g) make any other amendments which are approved by the TSX.

Assignment of Options

Options are not assignable or transferable, other than in the event of an option holder's death. In such event, the option holder's personal representative may exercise any portion of the option holder's outstanding options for a period of one year following the option holder's death.

Financial Assistance

Shares will not be issued pursuant to stock options granted under the Current Plan until they have been paid for in full by the option holder. The Company will not provide financial assistance to option holders to assist them in exercising their stock options.

The following table summarizes the burn rate (being the number of options granted under the Current Plan, divided by the weighted average number of Shares outstanding for the applicable fiscal year) for the past three years**:**

Fiscal Year	Burn Rate
2021	1.58%
2020	1.15%
2019	1.76%

As at the end of December 31, 2021, there were an aggregate of 10,725,005 stock options outstanding under the Plan, representing 6.13% of the Company's then issued and outstanding Shares.

A copy of the Current Plan is available on the Company's website at www.amerigoresources.com and for viewing at the Company's offices at 9 th Floor 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3, and will also be available at the Meeting. In addition, a copy of the Current Plan will be mailed free of charge to any holder of Shares who requests a copy by mail sent to the Company at its head office and addressed to the attention of the Corporate Secretary.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, there was no indebtedness owing to the Company, any of its subsidiaries or to another entity from any current or former Director, executive officer or employee of the Company which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

• (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or
• (ii) is indebted to another entity and such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries,

in relation to a securities purchase program or other program.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than transactions carried out in the ordinary course of business of the Company, no informed person of the Company or proposed director of the Company, no associate or affiliate of the foregoing persons, nor any shareholder beneficially owning, directly or indirectly, Shares, or exercising control or direction over Shares, or a combination of both, carrying more than 10% of the voting rights attached to the Company's outstanding Shares nor an associate or affiliate of any of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either case has materially affected or would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITORS

PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia are the auditors of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of the Company to hold office for the ensuing year at remuneration to be fixed by the Board.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company or their respective management companies. Please see "Statement of Executive Compensation" above for information with respect to the management contracts of the Company's Named Executive Officers.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in any matter to be acted upon at the Meeting.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58‐101, Disclosure of Corporate Governance Practices, requires reporting issuers to annually disclose the corporate governance practices that they have adopted. Our disclosure is responsive to and complies in full with the requirements of National Instrument 58-101 and Form 58- 101F1. The table in Schedule "A" sets out, in summary form, our compliance with these disclosure requirements.

AUDIT COMMITTEE INFORMATION

Information regarding the Company's Audit Committee, together with a copy of the Audit Committee's charter, is contained in the Company's Annual Information Form prepared in respect of the financial year ended December 31, 2021 (the "AIF"). A copy of the AIF is available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.amerigoresources.com. The Company will, upon request from a shareholder, provide a copy of the AIF free of charge.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at 9 th Floor, 1021 West Hastings Street, Vancouver, BC, V6E 0C3 (Telephone: 604- 681-2802) to request copies of the Company's financial statements and MD&A.

Financial information is provided in the Company's audited financial statements and MD&A for its most recently completed financial year, which financial statements and MD&A are available on SEDAR and on the Company's website.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby on such matter in accordance with their best judgment.

DATED this 28 th day of March 2022.

BY ORDER OF THE BOARD OF DIRECTORS

Klaus Zeitler Executive Chairman and Director

SCHEDULE "A"

CORPORATE GOVERNANCE PRACTICES

The following table addresses the disclosure requirements set out in Form 58-101F1 Corporate Governance Disclosure:

Corporate Governance Disclosure Requirement	The Company's Approach
1.Board of Directors(a)Disclose identity of directors who areindependent.	The Company's independent directors are Dr. Robert Gayton,Alberto Salas,George Ireland,Michael LuzichandMargot Naudie
(b)Disclose identity of directors who are notindependent and describe the basis for thatdetermination.	Dr. Klaus Zeitler, the Company's Executive Chairman,and Ms.Aurora Davidson, President & CEOare thenon-independentdirectors. They are bothexecutive officersand part of theCompany's management team.
(c)Disclose whether or not a majority of directorsare independent. If a majority of directors arenot independent, describe what the board ofdirectors (the board) does to facilitate itsexercise of independent judgment in carryingout its responsibilities.	Fiveof the Company's sevendirectors are independent.
(d)If a director is presently a director of any otherissuer that is a reporting issuer (or theequivalent) in a jurisdiction or a foreignjurisdiction, identify both the director and theother issuer.	Thedirectors are also directors of the following other reportingissuers as of the date of this Information Circular:•Klaus Zeitler: Western Copper and Gold Corporation andRio2 Limited•Robert Gayton: B2Gold Corp.•Alberto Salas: N/A.•GeorgeIreland:LithiumAmericasCorporationandHeliostar Metals Limited•Aurora Davidson: N/A•Michael Luzich: N/A•Margot Naudie: BTU Metals Corp., Osino ResourcesCorp., Abaxx Technologies Inc.andPolaris InfrastructureInc.
(e)Disclose whether or not the independentdirectors hold regularly scheduled meetings atwhich non-independent directors andmembers of management are not inattendance. If the independent directors holdsuch meetings, disclose the number ofmeetings held since the beginning of theissuer's most recently completed financialyear. If the independent directors do not holdsuch meetings, describe what the board doesto facilitate open and candid discussionamong its independent directors.	The independent directors meet at the conclusion of eachmeeting of the board of directors(the "Board") after members ofmanagement have left the meeting. The independent directorsmet without management in attendance a total of onetime duringthe period January 1, 2021to December 31, 2021.

Corporate Governance Disclosure Requirement	The Company's Approach
(f)Disclose whether or not the chair of the boardis an independent director. If the board has achair or lead director who is an independentdirector, disclose the identity of theindependent chair or lead director, anddescribe his or her role and responsibilities. Ifthe board has neither a chair that isindependent nor a lead director that isindependent, describe what the board does toprovide leadership for its independentdirectors.	Robert Gayton, an independent director, is the Company's leaddirector. The lead director's role and responsibilitiesare as follows:•to provide leadership to the independent directors andensure the Board's agenda enables it to carry out theBoard'sdutiesinafashionthatisindependentofmanagement;•to work with the Executive Chairman to ensure that theBoard's committees have adequate resources and functionproperly;•to chair all of the meetings of the independent directors andto report the results of such meetings to the ExecutiveChairman;•to provide liaison to ensure the relationships between theBoard and management are conducted in a professionaland constructive manner;•to work with the Chairman of the Corporate Governance,Nominating and Compensation Committee (the "CGNCCommittee"), Executive Chairman and with the CEO indeveloping criteria for directors, identifying potential boardcandidatesandensuringthatadequateorientationprograms are in place for new directors; and•to work with the Chair of the CGNC Committee to ensurethat the Board has a process for assessing CEO andexecutive performance and to ensure that appropriatesuccession, development and compensation plans are inplace for the executive team.
(g)Disclose the attendance record of eachdirector for all board meetings held since thebeginning of the issuer's most recentlycompleted financial year.	The Company held 7Board meetings (6Board meetings in 2021and 1in 2022) since the beginning of its most recently completedfinancial year to the date hereof. All of the directors with theexception of Ms. Naudie attended all sevenmeetings., Ms. Naudieattended 5/7 meetings, being the entirety of the meetings that tookplace since her appointment to the Board.

Corporate Governance Disclosure Requirement	The Company's Approach
Board MandateDisclose the text of the board's writtenmandate. If the board does not have a writtenmandate, describe how the board delineatesits role and responsibilities.	The board of directors (the "Board") of Amerigo Resources Ltd.(the "Company") is responsible for the stewardship of theCompany. The Board is elected by the shareholders of theCompany to supervise the management ofthe business and affairsof the Company, with the goal of enhancing long-term shareholdervalue.
	Specifically, the Board is charged with responsibility for:
	(a)to the extent feasible, satisfying itself as to the integrity ofthe chief executive officer andother executive officers andthat the chief executive officer and other executive officerscreate a culture of integrity throughout the organization;
	(b)adopting a strategic planning process which takes intoaccount, among other things, the opportunities andthe business;	risks of
	(c)the identification of the principal risks of the Company'sbusiness, and ensuring the implementation of appropriatesystems to manage these risks;
	(d)succession planning (including appointing, trainingmonitoring senior management);	and
	(e)adopting a communication policy for the Company;
	(f)the Company's internal control and management informationsystems; and
	(g)developingtheCompany'sapproachtogovernance,includingdevelopingasetofgovernance principles and guidelines that are specificallyapplicable to the Company.	corporatecorporate
	Board Committees
	To assist it in exercising its responsibilities, the Board Mandateestablishes 3 standing committees of the Board: the AuditCommittee (the "Audit Committee"); the Corporate Governance,NominatingandcompensationCommittee(the"CorporateGovernance, Nominating and Compensation Committee"); andtheEnvironmental,HealthandSafetyCommittee"Environmental,HealthandSafetyCommittee").committeewill be composed entirely of independent directors. TheBoard may establish other standing committees, from time to time.	(theEach
	Each committee will have a written charter. The Audit Committee'scharter will set out the committee's mandate and responsibilities Ataminimum,theCorporateGovernance,NominatingCompensation Committee's charter will clearly establish thecommittee'spurpose,responsibilities,memberqualifications,member appointment and removal, structure and operations(including any authority to delegate to individual memberssubcommittees), and manner of reporting to the Board. Eachcharter will be reviewed by the Board (or a committee thereof theGovernance,CorporateNominatingandCompensationCommittee) once every two years.	andand

Corporate Governance Disclosure Requirement		The Company's Approach
	Expectations and Responsibilities of Directors:
		The Board expects that each director will, among other things:
	(a)	act honestly, in good faith and with a view to the bestinterests of the Company;
	(b)	exercise the care, diligence and skill that a reasonablyprudentpersonwouldexerciseincomparablecircumstances;
	(c)	act in accordance with the Business Corporations Act(British Columbia) and the regulations thereto;
	(d)	subject to paragraphs (a) to (c), act in accordance with theArticles of the Company;
	(e)	commit the time and energy necessary to properly carryouthis or her duties;
	(f)	attend all Board and committee meetings, as applicable;and
	(g)	review in advance all meeting materials and otherwiseadequately prepare for all Board and committee meetings,as applicable.
		The Board's Expectations of Management
	The Board	expects that management will, among other things:
	(a)	review continuously the Company's strategies and theirimplementation in light of evolving conditions;
	(b)	present a comprehensive annual operating plan and budgetand report regularly on the Company's performance andresults relative to that plan and budget;
	(c)	report regularly on the Company's business and affairs,with a focus on matters of material consequence for theCompany;
	(d)	implement systems to identify and manage the principalrisks of the Company's business;
	(e)	implement and maintain appropriate systems of internalcontrol; and
	(f)	implement and maintain appropriate disclosure controlsand procedures.
	Company.	In addition, the Board expects that the chief executive officer("CEO") and the other executive officers of theCompany willconduct themselves with integrity and that the CEO and otherexecutive officers will create a culture of integrity throughout the
		Decisions Requiring Prior Approval of the Board
		The Board is responsible for pre-approving proposals onmergers,acquisitions and other major investments or divestitures of or bythe Company

Corporate Governance Disclosure Requirement		The Company's Approach
	PROCEDURAL MATTERS
		Composition
	legislation.	The Board will be composed of a majority of "independent"directors, as such term is defined under applicable securities
	The	Board will consist of directors who represent a diversity ofpersonal experience and background, particularly among theindependent directors. At a minimum, each director will havedemonstrated personal and professionalintegrity, achievement inhis or her field, experience and expertise relevant to theCompany's business, a reputation for sound and mature businessjudgment, the commitment to devote the necessary time and effortin order to conduct his or her duties effectively and, where required,financial literacy.
		The composition of the Board will balance the following goals:
	(a)	the size of the Board will facilitate substantive discussionsof the whole Board in which each director can participatemeaningfully; and
	(b)	the composition of the Board will encompass a broad rangeof skills, expertise, industry knowledge, diversity of opinionand contacts relevant to the Company's business.
		Director Qualifications
		In addition to the qualifications specified for directors in theBusiness Corporations Act (British Columbia), directors of theCompany will be subject to the following requirements:
	(a)	following a change in principal occupation, place ofresidence, or a similar change in credentials, directors areexpectedtoreportsuchchangetotheCorporateGovernance, Nominating and Compensation Committee forconsideration; and
	(b)	directors are expected to attend all Board meetings andmeetings of committees on which they serve.
		Board Structure and Operations
	(a)	Chair
		The Board will appoint a director to act as Chair of theBoard. If the Board appoints a non-independent director toact as Chair of the Board, the Board will also appoint anindependent director to act as Lead Director. Either anindependent Chair of the Board or an independent LeadDirector will act as the effective leader of the Board andensurethattheBoard'sagendawillenableittosuccessfully carry out its duties.
		If in any year, the Board does not appoint a Chair or LeadDirector, if applicable, the incumbent Chair and LeadDirector, if applicable, will each continue in office until ais appointed.successor

Corporate Governance Disclosure Requirement		The Company's Approach
	(b)	Meetings
		The Chair of the Board or Lead Director, if applicable, willbe responsible for:
		(i)developing and setting the agenda for Boardmeetings; and
		(ii)determining the time, place and frequency of Boardmeetings.
		Any member of the Board may, and the secretary or anassistant secretary of the Company, if any, on the requestof a director must, call a meeting of the Board at any time.
		The Chair or Lead Director, if applicable, in consultationwith the Board members, will determine the schedule andfrequency of the Board meetings, provided that the Boardwill meet at least 4 times per year. The Chair or LeadDirector, if applicable, will develop and set the Board'sagenda, in consultation with other members ofthe Boardand senior management.
		The Chair is entitled to preside as chair at a meeting of theBoard.In the absence of the Chair, the President maychair the meeting if the President is a director.In theabsence of the Chair or the President, the Board willselect one of the other members of the Board to preside atthat meeting.
	(c)	Notice
		Other than for meetings held at regular intervals asdetermined in accordance with section 3(b) or a meetingheld immediately following a meeting of shareholders ofthe Company at which that director was elected orappointed, reasonable notice of each meeting of theBoard, specifying the place, day and time of that meetingmust be given to each of the directors via email or orally orbytelephone.
	(d)	Quorum
		The quorum necessary for the transaction of business ofthe directors may be set by the directors and, if not so set,is deemed to be set at a majority of the directors in office.

No business may be transacted by the Board except at a meeting of its members at which a quorum of the Board is present in person or by means of such telephonic or other communications medium as permit all persons participating in the meeting to communicate with each

other simultaneously and instantaneously.

Corporate Governance Disclosure Requirement		The Company's Approach
	(e)	Attendees
		The Board may invite such officers and employees of theCompany and advisors as it sees fit from time to time toattend a meeting of the Board and assist thereat in thediscussion and consideration of matters relating to theBoard.
	(f)	In Camera Sessions
		The independent directors will hold regularly scheduledmeetings at which members of management are not inattendance.
		The Board will reserve a portion of each regularlyscheduled meeting for discussion among the independentdirectors only.
	(g)	Records
		Minutes of meetings of the Board will be recorded andmaintained by the Secretary of the Company and will besubsequently presented to the Board for review andapproval.
		Board Mandate Review
	an	The Board will review and assess the adequacy of this Mandate onannual basis, taking into accountall legislative and regulatoryrequirements applicable to the Board, as well as any best practiceguidelines recommended by securities regulatory authorities or theToronto Stock Exchange.
		RESPONSIBILITIES
		Supervising Management of the Company
		The Board is responsible for:
		(a)designating the officers of the Company, appointingsuch officers, specifying their duties and delegatingto them the power to manage the day-to-daybusiness and affairs of the Company;
		(b)reviewingtheofficers'performanceandeffectiveness; and
		(c)acting in a supervisory role, such that any dutiesand powers not delegated to the officers of theCompanyremainwiththeBoardanditscommittees.

Corporate Governance Disclosure Requirement	The Company's Approach
	Strategic Planning
	The Board is responsible for adopting a strategic planning processfor the Company. Such process will include:
	(a)the Board overseeing the Company's strategic directionand major policy decisions generally;
	(b)the Board conducting strategic planning discussions atleast annually, or otherwise as needed; and
	(c)the Board discussing strategies and their implementationregularly at Board meetings.
	On at least an annual basis, the Board will approve the Company'sstrategic plan or an update to the Company's long term strategicplan, which will take into account,among other things, theopportunities and risks of the Company's business. The Board willreview and approve the corporate financial goals, operating plansandactionsoftheCompany,includingsignificantcapitalallocations, expenditures and transactions that exceed thresholdsset by the Board.
	More specifically, in respect of each forthcoming fiscal year, seniormanagement will present to the Board for discussion and approvala one year capital expenditure and operating expenditure budgetalong with anyother budget or analysis that theBoard mayrequest.
	In addition, updates on capital expenditures and specific problemareas/action plans will be presented by senior management anddiscussed as part of a management report at each quarterly Boardmeeting at which financial statements are approved.
	Risk Management
	The Board is responsible for identifying the principal risks of theCompany's businesses and ensuring that those risks are effectivelymanaged, including market risk, structural risk, fiduciary risk andoperational risk. The Board may delegate to the Audit Committeeresponsibility for reviewing the Company's internal controls and riskmanagement policies and procedures related to the finance andaccounting aspects of the business.
	The Board will ensure that systems are in place to identify principalrisks to the Company and its businesses and that appropriateprocedures are in place to manage those risks and to address andcomply with applicable regulatory, corporate, securities and othercompliance matters. Specifically, the Board will ensure thatprocedures are in place to comply with the law, the Company'sArticles, the Company's Code of Business Conduct and Ethics andall other significant Company policies and procedures.
	Succession Planning
	The Board is responsible for overseeingsuccession planningmattersforofficersandseniormanagement,includingtheappointment, training and monitoring of such persons, and to assistit with certain of these responsibilities, the Board has establishedtheCorporateGovernance,NominatingandCompensationCommittee.

Corporate Governance Disclosure Requirement	The Company's Approach
	Communications Policy
		The Board is responsible for adopting a communications policy forthe Company (the "Corporate Disclosure Policy") that ensuresthat the Company communicates effectively with its shareholders,other stakeholders, and the public in general.
		The Corporate Disclosure Policy will:
	(a)	contain measures for the Company to comply withits continuous and timely disclosure requirementsand to avoid selective disclosure;
	(b)	address how the Company interacts with analysts,investors, other key stakeholders and the public;and
	(c)	addresswhoreviewsandapprovesmajorCompany announcements.
	annually.	The Board will review the Corporate Disclosure Policy at least
		The Board or the Audit Committee will review the followingdisclosures in advance of their public release by the Company:
	(a)	the Company's financial statements, MD&A andannual and interim earnings news releases;
	(b)	earnings guidance;
	(c)	news releases containing financial informationbased on the Company's financial statements, aswell as financial outlooks and future orientedfinancial information, prior to their release; and
	(d)	thecontentsofallothermajordisclosuredocuments,includingtheCompany'sannualreport, quarterly reports to shareholders, annualinformation form and management informationcircular.
	Internal Controls
	Company's internal controlto the Audit Committee.	The Board is responsible for ensuring the integrity of theCompany's internal control and management information systems.The Board may delegate its responsibilities relatingto theand management information systems

Corporate Governance Disclosure Requirement	The Company's Approach
	Corporate Governance
	governance	The Board is responsible for developing the Company's approachto corporate governance, including developing a set of corporateprinciplesandguidelinesthatarespecificallyapplicable to the Company. The Board will track developments incorporate governance and adapt best practices to the needs andcircumstances of the Company. The Board will monitor andevaluate the effectiveness of the system of corporate governanceat the Company, including the information requirements of theBoard, the frequency and content of meetings and the need for anyspecial meetings, communication processes between the Boardand management, the charters of the Board and its committeesand policies governing size and compensation of the Board.
	governanceCompensation Committee.	The Board may delegate its responsibilities relating to corporatetotheCorporateGovernance,Nominatingand
		Measures for Receiving Feedback from Security Holders
	institutional investors.	The Board will establish procedures to ensure that the Company,through management, provides timely information to current andpotential security holders and responds to their inquiries. Thepurpose of these procedures will be to ensure that every securityholder inquiry receives a prompt response from an appropriateCompany spokesperson in accordance with the Company'sCorporate Disclosure Policy. The Board (or a committee thereof)will ensure that designated persons under the Corporate DisclosurePolicy are available to meet regularly with financial analysts and
	Position Descriptions
	The Board is responsible for:
	(a)	developing clear written position descriptions forthe Chair of the Board, the LeadDirector, ifapplicable, and the Chair of each Board committee;
	(b)	together with the CEO, developing a clear positiondescription for the CEO, which includes delineatingmanagement's responsibilities; and
	(c)	developing or approving the corporate goals andobjectives that the CEO is responsible for meeting.

Corporate Governance Disclosure Requirement	The Company's Approach
		Orientation and Continuing Education
		The Board is responsible for:
	(a)	ensuringthatallnewdirectorsreceiveacomprehensiveorientation,sothattheyfullyunderstand:
		(i)the role of the Board and its committees,aswellasthecontributionindividualdirectors are expected to make (including,in particular, the commitment of time andenergy that the Company expects from itsdirectors), and
		(ii)the nature and operation of the Company'sbusiness; and
	(b)	providing continuing education opportunities for alldirectors, so that they may:
		(i)maintainorenhancetheirskillsandabilities as directors, and
		(ii)ensurethattheirknowledgeandunderstanding of the Company's businessremains current.
	of:	The Board will ensure that the Company provides orientation andcontinuing education to the directors, including education by means
	(a)	a Board manual for new and existing Boardmembers;
	(b)	meetings with members of senior management tointroduce new directors to the business functionsand activities of the Company;
	(c)	a comprehensive package of information prior toeach Board and committee meeting;
	(d)	regular presentations by senior management ondifferent aspects of the Company's operations; and
	(e)	full access to senior management of the Company,includingscheduledfieldtripswithseniormanagement to view different aspects of theCompany's operations.

Corporate Governance Disclosure Requirement	The Company's Approach
	Compensation Matters
	The Board is responsible for overseeing compensation matters(including compensation of officers and other senior managementpersonnel, approving the Company's annual compensation budget)and to assist it with these responsibilities, the Board hasestablishedtheCorporateGovernance,NominatingandCompensation Committee.
	More specifically, the Board is responsible for approving:
	(a)the CEO's compensation level, after consideration oftheevaluationconductedbyandtherecommendations of the Corporate Governance,Nominating and Compensation Committee; and
	(b)non-CEOofficeranddirectorcompensation,incentive-compensationplansandequity-basedplans, after considerationof the recommendations oftheCorporateGovernance,NominatingandCompensation Committee.
	Regular Board Assessments
	TheBoardisresponsibleforregularlyassessingitsowneffectiveness and contribution, as well as the effectiveness andcontribution of each Board committee and each individual director.Such assessments should include reviewing from time to time theBoardMandate;committeecharters,whereapplicable;thecompetencies and skills of each individual director; and theattendance record of directors at Board and committee meeting.
	Outside Advisors
	The Board is responsible for implementing a system which enablesa committee to engage an external advisor at the expense of theCompany in appropriate circumstances. The engagement of theexternaladvisor will be subject to the approval of the Board (or acommittee thereof).

3.Position Description
(a)Disclose whether or not the board hasdeveloped written position descriptions for thechair and the chair of each board committee.If the boardhas not developed writtenposition descriptions for the chair and/or thechair of each board committee, brieflydescribe how the board delineates the roleand responsibilities of each such position.	Effective October 1, 2015, the Board developed a writtenposition description for the Company's Executive Chairman.The Board has not developed written position descriptions forthe chair of each Board committee. The Company'sExecutive Chairman is responsible for supervising the conductof each Board meeting and he and the lead director eachhave the authority to call for meetings of the full board or ofthe independent directors in the absence of management,including meetings with the Company's auditors. The chair ofeach committee is responsible for calling the meetings of therespective committees, establishing meeting agendas withinput from management, and supervising the conduct of themeetings. The chair of the Audit Committee has a clearmandate from the Board to ensure that the committee meetsits purposes as set out in the Audit Committee Charter. TheAudit Committee monitors the integrity of the Company'sfinancial reporting process and systems of internal control andmeets on at least a quarterly basis to review and approve theCompany's financialstatements, management discussion andanalysis and accompanying news release. The AuditCommittee also meets with the Company's auditors on aquarterly basis in the absence of management. The CGNCCommitteemeets in thefirst quarter of each year to considerannual remuneration adjustments, including salary and feereviews, bonus allocations and stock option grants, and meetsat other times in the year when necessary. The chairman ofeach committee has full authority tocall meetings as required.
(b)Disclose whether or not the board and CEOhave developed a written position descriptionfor the CEO. If the board and CEO have notdeveloped such a position description, brieflydescribe how the board delineates the roleand responsibilities of the CEO.	TheCompany has in place a formal, documented positiondescription for the CEO, and the duties and responsibilities ofthe CEO are set out in a management agreement.Additionally, the Board annually approves a set of goals andobjectives for the CEO, and a significant portion of the CEO'scompensation is based on the attainment of such goals andobjectives. The Board also annually approves the operatingand capital budgets and strategic plan prepared bymanagement, and the CEO is required to ensure theCompanyoperates within the guidelines contained in suchdocuments. Material departures must be approved by theBoard. The Board is of the view that the respective corporategovernance roles of the Board and management, asrepresented by the Company's Chair andCEO, are clear, andthat the limits to management's responsibility and authorityare well-defined.

4.	Orientation and Continuing Education
(a)	Briefly describe what measures the boardtakes to orient new directors regardingi.The role of the board, its committees andits directors, andii.The nature and operation of the issuer'sbusiness.	The Company does not have a formal orientation andeducation program for new directors. New directors areprovided with relevant materials with respect to the Companyand spend a considerable amount of time being oriented onrelevant corporate issues by the CEO. Management generallyattempts to set up regular Board visits to the Company'soperations in South America, in order to meet with localmanagement, viewthe Company's plant and capital additionsand visit the operations.Due to COVID-19 travel restrictionsMichael Luzich and Margot NaudieCompany directors, havenotvisited the Company's operations in Chile.
(b)	Briefly describe what measures, if any, theboard takes to provide continuing educationfor its directors. If the board does not providecontinuing education, describe how the boardensures that its directors maintain the skilland knowledge necessary to meet theirobligations as directors.	When Board members visit the Company's plant andoperations, detailed discussions are held with the Company'slocal managers concerning all matters relating to thebusiness, including technical and operational challengesfacing the Company, budgets, capitalexpenditures, MVC'soperations, past performance and future goals and objectivesfor MVC and staff. The Board is composed of experiencedprofessionals with a wide range of financial, legal, capital andpublic markets, exploration and mining expertise, andwho siton the boards of other companies in the mining industry andhave experience with regulatory authorities and miningcommissions and associations. The directors havediscussions concerning matters that are important to theCompany's business and industry, including events affectingcopper and molybdenum markets, merger and acquisitionactivity, energy markets and other matters that may affect theCompany's operations. In addition, the Company has in thepast provided opportunities for the directorsto hear fromexperts in specialized fields relating to matters such as thepolitical, power supply and economic situations in Chile.
5.	Code of Business Conductand Ethics
(a)	Disclose whether or not the board hasadopted a written code for the directors,officers and employees. If the board hasadopted a written code:i.Disclose how a person or company mayobtain a copy of the code;	The Company has a written Code of Business Conduct andEthicsand a Whistleblower Policy. Copies may be requestedth Floor, 1021 Westby contacting Amerigo Resources Ltd., at 9HastingsStreet, Vancouver, BC V6E0C3,attention CorporateSecretary, Ms. Kimberly Thomas (Telephone: (604) 681-2802).Copies of both documents are also available for
	ii.Describe how the board monitorscompliance with its code, or if the boarddoes not monitor compliance, explainwhether and how the board satisfies itself	viewingontheCompany'swebsiteatwww.amerigoresources.comand under the Company'sprofile on SEDAR at www.sedar.com.
	regarding compliance with its code; andiii.Provide a cross-reference to any materialchange report filed since the beginning ofthe issuer's most recently completedfinancial year that pertains to any conductofadirector or executive officer thatconstitutes a departure from the code.	The Company monitors compliance with the code through theservices of WhistleblowerSecurity and management. Toll freenumbers to WhistleblowerSecurity are posted at theCompany's plant. There has been no material change reportfiled pertaining to any conduct of a director or executive officerthat constituted a departure from the code.

(b)	Describe any steps the board takes to ensuredirectors exercise independent judgment inconsidering transactions and agreements inrespect of which a director or executive officerhas a material interest.	Directors or officers with a material interest in a transaction tobe considered by the Board are required to declare theirinterest and, in the case of directors, abstain from discussionpertaining to and then voting on the transaction. During 2014the independent directors reviewed and approved a relatedparty transaction that involved three insider shareholders ofthe Company, including the management company of theChairman and previous CEO, but did so only after anextensive review of a number of comparable transactions andobtaining legal advice from the Company'sexternal counsel.This transactionand the process the directors followed weredescribed in detail in a material change report filed by theCompany on March 27, 2015.All directors without a material interest then vote on theproposed transaction only after a thorough discussion andreviewof the documentation related to the transactionincluding, if deemed necessary, a discussion in the absenceof the director or officer with the material interest.
(c)	Describe any other steps that board takes toencourage and promote a culture of businessconductand ethics.	The Board seeks directors with superior reputations andextensive experience in legal, financial, capital and publicmarkets, exploration and mining matters in order to ensure adiverse culture ofethical business conduct. Directors are alsofree to obtain the advice of external counsel, including awritten opinion from such counsel, on any matters either beingconsidered by the Board or that have been communicated toany director.
6.	Nomination of Directors
(a)	Describe the process by which the boardidentifies new candidates for boardnomination	The CGNC Committee draws on all relevant sources in thesearch for new directors, and all of the Company's directorsare involved in the process. Preferred candidates includepotentialdirectors with direct experience in the miningbusiness and legal, accounting or financial industries togetherwith public company experience, and who do not have asignificant conflicting public company association.
(b)	Disclose whether or not the boardhas anominating committee composed entirely ofindependent directors. If the board does nothave a nominating committee composedentirely of independent directors, describewhat steps the board takes to encourage anobjective nomination process.	The Board has a Corporate Governance, Nominating andCompensation Committee composed entirely of independentdirectors.

(c)	If the board has a nominating committee,describe the responsibilities, powers andoperation of the nominating committee.	The duties and responsibilities of the CGNC Committee are asfollows:•IdentifyindividualsqualifiedtobecomeBoardmembers•Recommend candidates to fill Board vacancies andnewly created Director positions•Review backgrounds and confirm qualifications of allcandidates identified other than by the nominatingcommittee•Provide an internal orientation program for newrecruits to the Board, and encourage all Boardmembers to access relevant education opportunities•Recommend the composition of Committees of theBoard
7.	Compensation
(a)	Describe the process by which the boarddetermines the compensation for the issuer'sdirectors and officers.	The Company has a Corporate Governance, Nominating andCompensation Committee(the "CGNC Committee"). Inrespect of compensation matters, the CGNC Committeehasthe primary responsibility to make recommendations forapproval by the Board on an ongoing basis with respect to theremuneration of directors and officers.
(b)	Disclose whether or not theboard has acompensation committee composed entirelyof independent directors.	The Company's CGNCCommittee is composed entirely ofindependent directors.
(c)	If the board has a compensation committee,describe the responsibilities, powers andoperationof the compensation committee.	Eachyear theCGNC Committee reviews management feesand salaries, bonus and stock option compensation.Thecommittee periodically commissions reports from independentcompensation consultants who are expert in the miningindustry and considers inflation statistics from government andother official sources in its annual review of fees, salaries andbonuses.The committee also agrees annually to a set ofgoals and objectives for management which form the basis forthe determination as to the dollar value ofbonuses, if any, tobe paid. In setting bonus amounts the committee also takesinto account additional factors which may or may not be withinthe control of management, the Company's financial resultsand position and the state of the economies of Chile andCanada.Stock option allocations are made based onrecommendationsfromseniormanagement,andeachperson'scontributionandlevelofresponsibility.Thecommitteealsotakesintoaccountthecompensationcomponentsof management of other companies ofsimilarsize and stage of development. There is no minimum shareownership requirement for directors. Directors' compensationis a combination of annual retainer, meeting fees and stockoptions.TheCGNC Committee reviews the amounts andeffectiveness ofcompensation provided to management andBoard members. The CGNC Committee meets in the firstquarter of each year and at other times during the year as

required.

8.Other Board Committees
If the board has standing committees other thanthe audit and compensation committees, identifythe committees and describe their function.	In addition to the Audit Committee and theCGNC Committee,the Company also has aDisclosure Committee that currentlyconsists of the Company'sBoard of Directors,AuroraDavidson, the Company's PresidentandCEO, CarmenAmezquita,theCompany'sCFO.ThefunctionoftheDisclosure Committee is to ensure that communications to theinvesting public about the Company and its operations aretimely, factual and accurate, and are broadlydisseminated inaccordancewithallapplicablelegalandregulatoryrequirements.
	Additionally, the Company has also adopted a Safety,Occupational Health, Environmental and Social ResponsibilityPolicy(the "EHS Policy")and formed an Environmental,Health and Safety Committee (the "EHS Committee") tooversee the EHS Policy. To date the EHS Committee has notyet had a formal meeting, but it is the intention of the EHSCommittee to do so in 2022. The function of the EHS Policy isto implement and improve occupational health and safetyprograms, ensure compliance with legislation and norms ofoccupational health and safety applicable to the activities ofthe Company, conduct training and inform about risksassociated with workfunctions and responsibilities, usetechnology to reduce exposure of personnel to dangersassociated with their activities, inform personnel about resultsof the Company's health and safety programs and promoteemployee and contractor participation in the development ofoccupational health and safety standards. The EHS Policyalso has a focus on human rights, alcohol and drug testing,environmental responsibility and sustainable development.
9.Assessments
Disclose whether or not the board, its committeesand individual directorsare regularly assessedwith respect to their effectiveness andcontribution. If assessments are regularlyconducted, describe the process used for theassessments. If assessments are not regularlyconducted, describehow the board satisfies itselfthat the board, its committees and its individualdirectors are performing effectively.	The Company does not carry out regular assessments of theBoard, its committees or individual directors.The Boardmonitors its effectiveness and that of its committees andindividual directors in connection with its ongoing oversight ofmanagement and management's effectiveness in attaining theCompany's corporate objectives, budgets and milestones, andworks with management to ensure regular and timelycommunication and material information flow to the directors.

10. Director Term Limits and OtherMechanisms of Board Renewal

Disclose whether or not the issuer has adoptedterm limits for the directors on its board or othermechanisms of board renewal and, if so, include adescription of those director term limits or othermechanisms of board renewal. If the issuer hasnot adopted director term limits or othermechanisms of board renewal, disclose why it hasnot done so.

The Company has not adopted term limits for the directorsorother mechanisms of board renewal.The Company'ssubsidiary has been in operation since 1992, and the Boardbelieves that the perspective of longer service directors withindustry experience gleaned through multiple commodity pricecycles is of benefit to the Board. The continuity of boardexperience provided by representatives of major shareholdershas also assisted the Board in making investment decisionswith a long-term focus. In addition, management believes thatthe experience and diversity ofthe current Board would bevery difficult to replicate and there is no reason to make anychanges at this time. Please see the response in 11(a) belowfor additional detail.

11. Policies Regarding the Representation ofWomen on the Board
(a) Disclose whether the issuer has adopted awritten policy relating to the identification andnomination of women directors. If the issuer hasnot adopted such a policy, disclose why it has notdone so	The Company has not adopted a written policy relating to theidentification and nomination of women directors. Dr. Gaytonhasbeen an independent members of the Board since 2004,hasextensive experience in the mining industry and bringsaparticular expertise important to the Company and itscorporate governance, Dr.Gayton in respect of accountingand financial reporting. In 2011, the Company appointed Mr.Salas, a Chilean national with extensive mining industryexperience, for board representation as the Company'soperations are located in Chile. In June 2012, theCompanyadded representatives from two of its largest shareholders tothe Board and Mr. Ireland remains on the Board.Inmanagement's view the expertise of the current Board, whichis important in a number of critical areas, has servedtheCompany wellto date.Aurora Davidson, PresidentandChief Executive Officer of theCompany, became a director on May 6, 2020.Michael Luzich, a representative of the Company'sthensinglelargest shareholder,joined the Board onMay 20, 2020.Margot Naudie joined the Board on June 7, 2021.
(b) If an issuer has adopted a policy referred to in(a), disclose the following in respect of the policy:	Not applicable
(i) a short summary of its objectives and keyprovisions,
(ii) the measures taken to ensure that the policyhas been effectivelyimplemented,
(iii) annual and cumulative progress by the issuerin achieving the objectives of the policy, and
(iv) whether and, if so, how the board or itsnominating committee measures the effectivenessof the policy.

12. Considerationof the Representation ofWomen in the Director Identification andSelection Process
Disclose whether and, if so, how the board ornominating committee considers the level ofrepresentation of women on the board inidentifying and nominating candidates forelectionor re-election to the board. If the issuer does notconsider the level of representation of women onthe board in identifying and nominatingcandidates for election or re-election to the board,disclose the issuer's reasons for not doing so.	Aurora Davidson, PresidentandChief Executive Officer of theCompany, has served as a member of the Boardof Directorssince May 6, 2020, andMargot Naudie has served as amember of the Board since June 7, 2021.
13. Consideration Given to the Representationof Women in Executive Officer Appointments
Disclose whether and, if so, how the issuerconsiders the level of representation of women inexecutive officer positions when making executiveofficer appointments. If the issuer does notconsider the level ofrepresentation of women inexecutive officer positions when making executiveofficer appointments, disclose the issuer'sreasons for not doing so.	The Company has not considered this specifically as Ms.Davidson, the Company's PresidentandCEO,and Ms.Carmen Amezquita, the Company's CFO, are two of theCompany's threeexecutive officers. Ms. Davidson has servedas the Company's President and CEO since December 2019andas the Company's CFO since December 2003 to August,2020, and she served as ExecutiveVice President fromOctober 2015 to December 2019. Ms. Amezquita has servedas the Company's CFO since August 2020.
14. Issuer's Targets Regarding theRepresentation of Women on the Board and inExecutive OfficerPositions
(a) For purposes of this Item, a "target" means anumber or percentage, or a range of numbers or	Having carefully considered the question, the Board haselected not to adopt a target number or percentage of womendirectors or executive officers. Management and the Boardagree that appropriate skills and experience must remain theoverriding criteria for nomination to the Board in order to guardagainstanyperceptionthatdirectorsmayhavebeennominated solely or primarily on the basis of gender.Aurora Davidson, PresidentandChief Executive Officer oftheCompanyand Margot Naudie, currently serve as membersofthe Board.Carmen Amezquita serves as Chief Financial
percentages, adopted by the issuer of women onthe issuer's board or in executive officer positionsof the issuer by a specific date.(b) Disclosewhether the issuer has adopted atarget regarding women on the issuer's board. Ifthe issuer has not adopted a target, disclose whyit has not done so.
(c) Disclose whether the issuer has adopted atarget regarding women in executive officerpositions of the issuer. If the issuer has notadopteda target, disclose why it has not done so.	Officer of the Company.
(d) If the issuer has adopted a target referred to ineither (b) or (c), disclose:	Not applicable
(i) the target, and

15. Number of Women on the Board and inExecutive Officer Positions
(a) Disclose the number and proportion (inpercentage terms) of directors on the issuer'sboard who arewomen.	There arepresently twodirectorson the Boardwho arewomen, representing 28.6% of theCompany's directors.
(b) Disclose the number and proportion (inpercentage terms) of executive officers of theissuer, including all major subsidiaries of theissuer, who are women.	The Company currently has two executive officerswho arewomen, representing 66.7% of the Company's executiveofficers.