Amex Exploration Inc.

MANAGEMENT PROXY CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

REGISTERED SHAREHOLDERS

You will have received a form of proxy from the Corporation’s transfer agent, AST Trust Corporation (" AST "). Please complete, sign and mail your form of proxy in the postage prepaid envelope provided or fax it to the number indicated on the form.

NON-REGISTERED SHAREHOLDERS

Your common shares (the " Common Shares ") are held in the name of a nominee (securities broker, trustee or other financial institution). You will have received a request for voting instructions from your nominee. Please follow the instructions on your Voting Instruction Form to vote by telephone, Internet or fax, or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. To vote in person, see the box on page 4 of the management proxy circular (the "Management Proxy Circular").

*** To ensure the safety of all participants and compliance with government orders and guidelines relating to the COVID-19 pandemic, Amex may be required to refuse entry to shareholders at the scheduled meeting location or limit the number of attendees. We thank our shareholders for not presenting themselves at the meeting location or appointing any proxyholder to do. The Meeting will be accessible to all Shareholders via Webcast, https://zoom.us/j/93372233905?pwd=dUJjU0NXR1FtdkNKYzMxRWZJYWthQT09. You can also contact the Corporation at [email protected] for more information. To ensure your vote is counted, please be sure to vote in advance of the meeting, as per the instructions herein as no voting will take place during the meeting.**

PROXY VOTING

This Management Proxy Circular dated April 6, 2021, is furnished to the holders of Common Shares (the “Shareholder(s)”) of AMEX EXPLORATION INC. (the “Corporation”), in connection with the solicitation of proxies by and on behalf of management of the Corporation for use at the Annual and Special Shareholder’s meeting to be held on the date and at the place and time indicted on the Notice of Meeting and any adjournment thereof (the " Meeting "). The costs associated with this solicitation will be borne by the Corporation. The solicitation of proxies will be primarily by mail but may be by telephone or other personal contact by directors of the Corporation, such directors receiving no additional compensation. The Corporation will reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of Common Shares of the Corporation. The Corporation is sending the proxy-related materials directly to non-objecting beneficial owners under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer. Only shareholders registered at the close of business on April 6, 2021 (the " Record Date ") are entitled to receive notice of and to vote at the Meeting.

How do I vote?

There are two ways you can vote your Common Shares if you are a registered shareholder. You may vote in person at the Meeting or you may sign the enclosed form of proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your Common Shares at the Meeting. If your Common Shares are held in the name of a nominee, please see the box on page 4 for voting instructions.

What am I voting on?

The Shareholders will be asked to vote on the following:

To elect the directors of the Corporation to hold office for the ensuing year.
To appoint the auditors for the year ended and to authorize the directors to fix their remuneration.
To approve the Corporation’s stock option plan.

For further information, please refer to the heading " Agenda for Shareholders’ Meeting ".

What if I sign the form of proxy enclosed with this Management Proxy Circular?

Signing the enclosed form of proxy gives authority to Pierre Carrier or André Shareck, each of whom is a director of the Corporation, or to another person you have appointed, to vote your Common Shares at the Meeting.

Can I appoint someone other than these directors to vote my Common Shares?

Yes. Write the name of this person, who need not be a shareholder, in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your Common Shares. Proxy holders should, upon arrival at the Meeting, present themselves to a representative of AST.

What do I do with my completed proxy?

Return it to the Corporation's transfer agent in accordance with the instructions on the enclosed form of proxy no later than 17:00 p.m. on May 7, 2021 . This will ensure that your vote is recorded.

If I change my mind, can I take back my proxy once I have given it?

Yes. If you change your mind and wish to revoke your proxy, prepare a written statement to this effect. The statement must be signed by you or your agent duly authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered at the above-mentioned registered office of AST, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked.

How will my Common Shares be voted if I give my proxy?

The persons named on the form of proxy must vote or withhold from voting your Common Shares, or must vote for or against the matters on the agenda, in accordance with your directions, or you can let your proxyholder decide for you. Where shareholders have not specified in the form of proxy the manner in which the designated proxyholders are required to vote on the Common Shares represented thereby as to any matter to be voted on, such Common Shares will be voted on any ballot that may be called FOR or in FAVOR of such matter. Please refer to the heading " Agenda for Shareholders’ Meeting ".

What if amendments are made to these matters or if other matters are brought before the Meeting?

The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the enclosed form of proxy and with respect to other matters which may properly come before the Meeting. As of the time of printing of this Management Proxy Circular, management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

What if ownership of Common Shares has been transferred after?

The person who acquired such Common Shares after April 6, 2021, must produce properly endorsed share certificates or otherwise establish that he or she owns the Common Shares and must ask the Corporation no later than 5:00 p.m. on May 1, 2021 that his or her name be included in the list of shareholders before the Meeting in order to be entitled to vote these Common Shares at the Meeting.

Who counts the votes?

The Corporation’s transfer agent, AST, counts and tabulates the proxies. This is done independently of the Corporation to preserve the confidentiality of individual shareholder votes. Proxies are referred to the Corporation only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law.

If I need to contact the transfer agent, how do I reach them?

For general shareholder enquiries, you can contact the transfer agent by mail at: AST Trust Corporation. 1 Toronto Street, Suite 1200 Toronto, Ontario, M5C 2V6 or by telephone: 1-800-387-0825 or by fax:1-888-249-6189

If my Common Shares are not registered in my name but are held in the name of a nominee (a bank, trust Corporation, securities broker, trustee or other), how do I vote my Common Shares?

There are two ways you can vote your Common Shares held by your nominee. As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions or a form of proxy for the number of Common Shares you hold. For your Common Shares to be voted for you, please follow the voting instructions provided by your nominee. Since the Corporation has limited access to the names of its non-registered shareholders, if you attend the Meeting, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please register with the transfer agent, AST, upon arrival at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than with respect to the election of directors, no (a) director or executive officer of the Corporation who has held such position at any time since January 1, 2020; (b) proposed nominee for election as a director of the Corporation; or (c) associate or affiliate of a person in (a) or (b) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the record date of April 6, 2021, there are 83,424,258 Common Shares of the Corporation issued and outstanding, each of which is entitled to one vote at the Meeting.

To the knowledge of the Corporation’s executive officers, the following person holds, beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation.

Shareholder Name	Number of Securities	Percentage of Common Shares Issued and Outstanding
2176423 Ontario Ltd.(1)	10,758,400 common shares	12.9%

(1) Beneficially owned by Mr. Eric Sprott.

On April 6, 2021, the directors and officers as a group, beneficially own, 6,155,635 common shares, representing 7.4% of common shares currently issued and outstanding, excluding common shares subject to warrants and options.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Financial Statement

The management discussion and analysis and the audited financial statements for the year ended December 31, 2020, together with the auditors' report thereon, will be presented before the Meeting. The audited financial statements and the Corporation's management discussion and analysis that were mailed to the shareholders with the Notice and this Circular, and can be viewed on SEDAR (www.sedar.com).

2. Election of Directors

The board of directors currently has seven (7) members. The term of office of each of the current directors will end at the conclusion of the Meeting. At the meeting, the (7) persons named below will be proposed for election as directors of the Corporation.

Unless the Shareholder directs that their Common Shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed Proxy will vote FOR the election of the seven (7) nominees whose names are set forth below. Management does not anticipate that the candidates will be unable to perform their duties as a director or that they are not prepared to do so. Each director elected will hold office until the next annual meeting or until his successor is duly elected or appointed, unless it ceases to perform his duties under the Companies Act (Quebec) or the appointment is terminated earlier pursuant to the regulations of the Corporation.

The following table sets out each nominee's province of residence and principal occupation, business or employment, the period of time during which each has been a director of the Corporation and the number of shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at April 6, 2021.

Name, Position and Province of Residence	Main Duties	Director Since	Number and Percentage of Common Shares Beneficially Owned or Controlled(5)
Victor Cantore President & Chief Executive Officer Montreal (Quebec), Canada	*President and chef executive officer of the Corporation*. Mr. Cantore is a seasoned capital markets professional specializing in the resource industry, with over 20 years of advisory and leadership experience. Mr. Cantore started his career as an investment advisor and quickly progressed to executive management roles for both public and private companies. He has organized and structured numerous equity and debt financings, mergers and acquisitions, joint venture partnerships and strategic alliances.	2016	3,913,000 (4.7%) Options: 1,350,000
Jacques Trottier Executive Chairman St-Jean sur le Richelieu, Quebec, Canada	*Executive Chairman of the Corporation* Mr. Trottier holds a PhD in economic geology from École Polytechnique of Montréal and has more than 30 years experience in mining exploration and has held senior positions with number of public mining companies. He was most recently the CEO of Sulliden Exploration where he bought the Shahuindo Mines in Peru and grew the asset to approximately 3M ounces of gold. This transaction led to the merger between Sulliden and Rio Alto, transforming Rio Alto into a mid-tier producer which later merged with Tahoe Resources.	2002	851,187(3) (1.0%) Options:1,415,000
Pierre Carrier Chief Operating Officer Director Saint-Lambert, Quebec, Canada	*Chief Operating Officer of the Corporation* Mr. Carrier was President of Opsens (OPS: TSX-V) until January, 2013, a position that he held for almost 10 years. M. Carrier obtained a Bachelor’s degree in Geology from Université du Québec in May 1979. Previously, he was President and Chief Executive Officer of Roctest Ltd, a Corporation whose shares were traded on the Toronto Stock Exchange. He has carried out several financing and acquisitions in his career.	2005	789,600(4) (0.9%) Options: 705,000
André Shareck(1)(2) Director Longueuil, Quebec, Canada	*Vice President, Finance of the Société de Développment* *Angus.* From 1996 to 2013, Mr. André Shareck was owner/partner with the Redbourne Group. Since 2015 Mr. Shareck has acted as VP Finance for Société de Développement Angus. From 1987 to 1996, he was senior manager, Real Estate financing for National Bank of Canada. Mr. Shareck holds a Bachelors degree in geology as well as a Masters degree in geochemistry from the Université du Québec à Montréal since 1980 and 1983. In 1985, he completed a Master in Business Administration (MBA) in Finance, from HEC-Montreal.	2002	842,400 (1.0%) Options: 520,000
Yvon Gélinas(1)(2) Director Montreal, Quebec, Canada	*Managing partner of the accounting firm Boily, Handfield* *CPA.* Mr. Gélinas is a Chartered Professional Accountant (Quebec, Canada) and Certified Public Accountant (Michigan, USA) specializing in both Canadian and American accounting practices. He is the managing partner of the accounting firm, Boily, Handfield CPA Inc. Mr. Gélinas’ expertise covers the corporate auditing, financial reporting, mergers and acquisitions and corporate restructuring. He has facilitated the closings of several successful business transactions between Asian companies and their North-American counterparts.	2017	Nil Options: 250,000

Name, Position and Province of Residence	Main Duties	Director Since	Number and Percentage of Common Shares Beneficially Owned or Controlled(5)
Bryan Coates(1) (2) Director Montreal, Quebec, Canada	*President of Normetal Consulting.* Mr. Coates has over 35 years of experience in the mining industry. He was President of Osisko Gold Royalties from its formation in June 2014 to December 31, 2019. He was Vice President of Finance and Chief Financial Officer of Osisko Mining Corporation from May 2007 to June 2014 and was part of the team that developed the Canadian Malartic Mine. He is a Chartered Professional Accountant ( CPA) and is a graduate of the ICD- Rotman Directors Education Program. He has served on a number of publicly traded mining companies’ board of directors, and is currently Chair of Falco Resources Ltd.	2020	64,630 (0.1%) Options: 250,000
Anik Gendron(2) Hudson, Québec Canada	*Corporate Attorney* Ms. Gendron is an attorney specialized in securities laws and corporate governance issues. Ms. Gendron represents several mining explorations companies and has served as general counsel and corporate secretary of several reporting issuers. Ms. Gendron holds a B.Sc (economics), a LLB. from the University of Montreal and holds a Certification, Ethics & Compliance from HEC.	2020	50,000 (0.1%) Options: 250,000

Notes:

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Includes 2,400 common shares held indirectly in M. Trottier RRSP and 264,000 common. shares held indirectly by Trotco Inc. a Corporation controlled by M. Trottier.

(4) Includes 100,000 common shares held indirectly by 9254-4923 Quebec Inc. a Corporation. controlled by M. Carrier and 95,000 common shares held in M. Carrier RRSP.

Each candidate himself provided information on common shares over which he exercises control or direction.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, except as stated below, no proposed director of the Corporation is, or has been within 10 years before the date of this management proxy circular, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation) that is, on the date of this Management Proxy Circular, or was, during the 10 years preceding that date, a director or executive direction a Corporation (including society) that he exercised during this function, fulfills one of the following conditions:

i) was subject to a cease trade order or similar order to a cease trade order or an order that denied the relevant Corporation 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 an order issued after a proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
iii) 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.

Mr. Victor Cantore was a director of Canadian Metals Inc. (“CDN Metals”) from July 2013 until January 2019. CDN Metals applied for a Management Cease Trade Order (“MCTO”) under Policy Statement 12-203 following receipt of a correspondence from the Autorité des marchés financiers stating that a technical report filed by CDN Metals on SEDAR on June 20, 2016 did not comply with the requirements of the National

Instrument 43-101 - Standards of Disclosure of Mineral Projects. CDN Metals filed an amended technical report on October 4, 2016 which ended the MCTO.

To the knowledge of the Corporation, no proposed director of the Corporation has, within the 10 years before the date of this management proxy 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.

Furthermore, to the knowledge of the Corporation, no proposed director of the Corporation 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 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 shareholder in deciding whether to vote for a proposed director, other than the settlement entered into by Jacques Trottier who received a $39,000 fine in connection with proceedings instituted by the Autorité des marchés financiers in April 2008, for the late filing of insider reports for the securities of Sulliden Exploration Inc.

Please refer to Form 51-102FV6 for details on Executive Compensation.

3. Appointment of Auditors

Shareholders are asked to vote for the appointment of Raymond Chabot Grant Thornton, Chartered Accountants, LLP as auditors of the Corporation until the next annual meeting, and to authorize the directors to fix their remuneration. Raymond Chabot Grant Thornton, Chartered Accountants, LLP has been the auditor of the Corporation since October 2011. “RESOLVED, as an ordinary resolution, THAT Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, be appointed as the Corporation’s auditor for the ensuing year, at a remuneration to be fixed by the Board of Directors.”

The people whose names are in the proxy form intent to vote in favour of the nomination of Raymond Chabot Grant Thornton LLP as auditors of the Corporation until the next annual meeting. Unless authority to vote in respect thereof is withheld, the nominees named in the form of proxy will vote in favour of the appointment of Raymond Chabot Grant Thornton LLP, as auditors of the Corporation and the authorization to the board of directors to fix their remuneration. The proposal requires the approval of a majority of the votes cast at the Meeting.

4. Approval of the Stock Option Plan of the Corporation (the “Option Plan”)

During the Meeting, the shareholders of the Corporation will be invited to consider and, if deemed advisable, adopt, with or without amendment, the following resolution:

“RESOLVED as an ordinary resolution THAT the Corporation’s stock Option Plan be and is hereby confirmed, authorized and approved.

Under the Option Plan, a maximum of 10% of the issued common shares of the Corporation being outstanding from time to time will be reserved for the grant of stock options. On this basis, the Plan will operate as a "rolling plan", as defined under the policies of the TSX Venture Exchange (the “Exchange”), which shall be approved on an annual basis by the shareholders of the Corporation. A summary of the plan follows. The Option Plan which was approved by the Shareholders at the annual general and special meeting of 2020 and provides that stock options may be granted to directors, officers, employees and consultants of the Corporation and management Corporation employees. For the purposes of the Option Plan, the terms “employees”, “consultants” and “management Corporation employees” have the meanings set out in Policy 4.4. In addition, the term “director” is defined in Policy 4.4 to include directors, senior officers and management Corporation employees. If 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 will again be available for the purposes of the Option Plan. Any stock option outstanding when the Option Plan is terminated will remain in effect until it is exercised, or it expires. The Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

a) The Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding Shares of the Corporation (subject to standard anti-dilution adjustments).
b) Options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death.
c) Options may be exercisable for a maximum of ten years from the date of grant.
d) Options to acquire no more than 5% of the issued Shares of the Corporation may be granted to any one person (including companies wholly owned by such person) in any 12-month period.
e) Options to acquire no more than 2% of the issued Shares of the Corporation may be granted to any one consultant in any 12-month period.
f) Options to acquire no more than an aggregate of 2% of the issued Shares of the Corporation may be granted to an employee conducting “Investor Relations Activities” (as defined in TSXV Policy 1.1), in any 12-month period.
g) at no time will options be issued which could permit at any time the aggregate number of Shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeding 10% of the issued Shares; and
h) at no time will options be issued which could permit at any time the grant to insiders (as a group), within a 12-month period, of an aggregate number of options exceeding 10% of the issued Shares calculated at the date an option is granted to any insider.

The Board unanimously recommends that the shareholders vote in favour of ratifying and approving the Option Plan. Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form intend to vote FOR the adoption of this resolution.

5. OTHER MATTERS

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

	Equity Compensation Plan Information	Equity Compensation Plan Information
			Number of Securities
	Number of Securities to	Weighted-Average	Remaining Available for Future
	be Issued upon Exercise	Exercise Price of	Issuance under Equity
	of Outstanding Options,	Outstanding Options,	Compensation Plans (Excluding
	Warrants and Rights	Warrants and Rights	Securities Reflected in Column
	(a)	(b)	(a))
			(c)
Plan Category	Option Plan
Equity Compensation Plans Approved by Securityholders	6,910,000	$ 1.26	1,420,471(1)

	Equity Compensation Plan Information	Equity Compensation Plan Information
			Number of Securities
	Number of Securities to	Weighted-Average	Remaining Available for Future
	be Issued upon Exercise	Exercise Price of	Issuance under Equity
	of Outstanding Options,	Outstanding Options,	Compensation Plans (Excluding
	Warrants and Rights	Warrants and Rights	Securities Reflected in Column
	(a)	(b)	(a))
			(c)
Equity Compensation Plans not Approved by Securityholders	Nil	Nil	Nil
Total	6,910,000	$ 1.26	1,420,471(1)

Note:

(1) Number as of December 31, 2020. Therefore, this number will vary since the Plan provides that the Corporation may grant stock options to purchase a maximum number of the Corporation’s common shares corresponding to 10% of the issued and outstanding common shares of the Corporation on a non-diluted basis at any time.

INFORMATION ON THE AUDIT COMMITTEE

Since 1999, an audit committee is in place. The full details of which are included in the Schedule B attached.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer, or former director or officer of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or officer, proposed nominee for election as a director or any Shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

ADDITIONAL INFORMATION

The Corporation will provide information to any person who requests it, by contacting the secretary at 410, St-Nicolas, suite 236, Montreal (Quebec) H2Y 2P5, including:

a copy of the Corporation's financial statements for the year ended December 31, 2020, a copy of the annual report on those financial statements, a copy of the auditors' report and any subsequent interim financial statement to December 31, 2020 and any related management report;
a copy of this Management Proxy Circular.

Additional Information concerning the Corporation is available on SEDAR at www.sedar.com . Financial information concerning the Corporation is provided in the Corporation’s comparative audited financial statements and management's discussion and analysis for the financial year ended December 31, 2020.

BOARD APPROVAL

The content and sending of this Management Proxy Circular has been approved by the Corporation’s board of directors.

Montreal, Quebec, April 6, 2021.

(s) Victor Cantore Victor Cantore, President and Chief Executive Officer

SCHEDULE A

FORM 51-102F6V STATEMENT OF EXECUTICE COMPENSATION – VENTURE ISSUER

This section provides information on the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure aims to provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation.

A “named executive officer” or “NEO” generally refers to the following individuals: (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer; (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year; For the year ended December 31, 2020, an aggregate amount of $1,481,935 was paid to the named executive officers and the directors. Additional details on the remuneration are presented in the following tables.

Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.

Table of compensation excluding compensation securities

• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.	• Directors and named executive officer compensation for the years ended December 31, 2020 and 2019, excluding compensation securities which are described in the following table.
Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fee ($)		Value of perquisites ($)	Value of all other Compensation ($)		Total Compen- sation ($)
Victor Cantore, Chief Executive Officer and Director(1)	2020 2019	259,999 80,000	250,000 -		- -	- -		- -	509,000 80,000
Martin Nicoletti, Chief Financial Officer(4)	2020 2019	78,000 60,000	- -		- -	- -		- -	78,000 60,000
Jacques Trottier, President, Executive Chairman and Director(2)	2020 2019	180,935 120,000	180,000 -		- -	- -		- -	360,935 120,000

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fee ($)		Value of perquisites ($)	Value of all other Compensation ($)		Total Compen- sation ($)
Pierre Carrier, Chief operating officer and Director(3)	2020 2019	120,000 59,500	120,000 -		- -	- -		- -	240,000 59,500
Kelly Malcom(4) Vice President, Exploration	2020 2019	120,000 77,910	60,000						180,000 77,910
André Shareck, Director	2020 2019	- -	- -	16,300 -		- -		- -	16,300 -
Anik Gendron(5) Director	2020 2019	39,109(5) -	- -	13,350 -		- -		- -	52,459 -
Bryan Coates(6), Director	2020 2019	- -	- -	16,300 -		- -		- -	16,300 -
Yvon Gélinas, Director	2020 2019	- -	- -	14,050 -		- -		- -	14,050 -

Notes:

(1) An employment agreement was entered into September 1, 2020 with Mr. Cantore for this employment as Chief Executive Officer. Prior to such time, the fees were paid to Bay Capital Markets, a consulting firm controlled by Mr. Cantore for the executive management services provided by Mr. Cantore.

(2) An employment agreement was entered into September 1, 2020 with Mr. Trottier. Prior to, the fees were paid to Mr. Trottier’s consulting firm Trotco Exploration Inc. for the exploration management services provided by Mr. Trottier.

(3) An employment agreement was entered into September 1, 2020 with Mr. Carrier. Prior to, the fees were paid to Mr. Carrier’s consulting firm 9254-4923 Quebec Inc. for the executive management services provided by Mr. Carrier.

(4) Kelly Malcom provides exploration management services through his exploration consulting firm, Generic Geo Inc.

(5) Anik Gendron became a director in May 2020, she received fees from the Corporation for legal services provided to the Corporation.

(6) Bryan Coates became a director in May 2020.

The following charts set forth for each director and NEO and all of the compensation securities granted to them during the financial year ended on December 31, 2020:


				Compensation Securities
	Name and position	Type of compens ation security		Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)(1)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Victor Cantore, President & Chief Executive Officer and Director			Option	200,000 (200,000 – 0.24%)	10/11/20 20	3.25	2.85	3.85	10/11/2025

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
	Name and position	Type of compens ation security		Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)(1)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Jacques Trottier, President, Executive Chairman and Director			Option	200,000 (200,000 – 0.24%)	10/11/20 20	3.25	2.85	3.85	10/11/2025
Pierre Carrier, Chief Operating Officer and Director			Option	125,000 (125,000 – 0.15%)	10/11/20 20	3.25	2.85	3.85	10/11/2025
Kelly Malcom, VP Exploration			Option	125,000 (125,000 – 0.15%)	10/11/20 20	3.25	2.85	3.85	10/11/2025
André Shareck, Director			Option	100,000 (100,000 – 0.12%)	10/11/20 20	3.25	2.85	3.85	10/11/2025
Yvon Gélinas, Director			Option	100,000 (100,000 - 0.12%)	10/11/20 20	3.25	2.85	3.85	10/11/2025
Anik Gendron, Director			Option	150,000 100,000 (250,000 – 0.3%)	05/05/20 20 10/11/20 20	1.44 3.25	1.43 2.85	3.85	05/05/2025 10/11/2025
Bryan Coates Director			Option	150,000 100,000 (250,000 (0.3)%	05/05/20 20 10/11/20 20	1.44 3.25	1.43 2.85	3.85	05/05/2025 10/11/2025

Note:

(1) The exercise price of the options is usually set at the previous day market price close or at a higher price if the Board deems it appropriate (for example to be equal to or above the prior offering price of the Corporation’s securities).

(2) The options granted the during the year ended December 31, 2020 are subject to the following vesting schedule:

Date of Grant	12 months from Date of Grant	24 months from Date of Grant
50% ofthe optionsvest	25% ofthe optionsvest	25% ofthe optionsvest

(3) As of December 31, 2020: Mr. Cantore held a total of 1,350,000 options; Mr. Trottier held a total of 1,415,000 options; Mr. Carrier held a total of 705,000 options; Mr. Kelly held a total of 450,000 options; Ms. Gendron held a total of 250,000 options; Mr. Shareck held a total of 520,000 options; Mr. Gélinas held a total of 250,000 options; Mr. Coates held a total of 250,000 options; and Mr. Nicoletti held a total of 120,000 options. None of the outstanding options have been repriced, extended or otherwise amended.

	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	Exercise of Compensation Securities by Directors	and NEO’s
Name and Position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing Price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Jacques Trottier, Director, Executive Chairman	Options	80,000	0.25	06/23/2020	2.00	1.75	140,000
Pierre Carrier, Chief Operating Officer, Director	Options	60,000	0.25	6/23/2020	2.00	1.75	105,000
André Shareck, Director	Options	40,000	0.25	6/23/2020	2.00	1.75	70,000
Martin Nicoletti	Options	20,000	0.25	6/23/2020	2.00	1.75	35,000

• Stock option plans and other incentive plans

The Corporation has in place a 10% rolling stock option plan, last approved by the Corporation’s shareholders May 5, 2020 and to be presented at the upcoming annual and special meeting of shareholders to be held May 11, 2021, the details of which are:

a) The Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding Shares of the Corporation (subject to standard anti-dilution adjustments).
b) Options are non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death.
c) Options may be exercisable for a maximum of ten years from the date of grant however, grants to named executive officers and directors in the past year have a five-year term.
d) Options to acquire no more than 5% of the issued Shares of the Corporation may be granted to any one person (including companies wholly owned by such person) in any 12-month period.
e) Options to acquire no more than 2% of the issued Shares of the Corporation may be granted to any one consultant in any 12-month period.
f) Options to acquire no more than an aggregate of 2% of the issued Shares of the Corporation may be granted to an employee conducting “Investor Relations Activities” (as defined in TSXV Policy 1.1), in any 12-month period.
g) at no time will options be issued which could permit at any time the aggregate number of Shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeding 10% of the issued Shares; and
h) at no time will options be issued which could permit at any time the grant to insiders (as a group), within a 12-month period of an aggregate number of options exceeding 10% of the issued Shares calculated at the date an option is granted to any insider.

The Corporation does not have any other incentive plan in place.

• Employee, consulting, and management agreements

Victor Cantore, Chief Executive Officer – In September 2020, the Corporation entered into an employment agreement with Mr. Cantore for his services as Chief Executive Officer. Prior to, the

Corporation had an agreement with Bay Capital Markets, who provided the executive management services of Mr. Cantore. As per the employment agreement, Mr. Cantore’s annual remuneration is set at $250,000 and he is entitled to participate in the Corporation’s long term and short-term incentive plans, as established by the Board. The agreement is for an indefinite duration. In case of termination by the Corporation, other than for cause, Mr. Cantore will be entitled to receive a severance payment equal to one year’s salary. If Mr. Cantore’s employment is terminated following a change of control or if Mr. Cantore resigns within 90 days of such change of control, he will be entitled to receive a payment equal to two years salary. The Corporation can terminate for just cause without notice, at which time only the amounts owing at termination will be payable.

Jacques Trottier, Executive Chairman – In September 2020, the Corporation entered into an employment agreement with Mr. Trottier for his services as Executive Chairman. Prior to, Mr. Trottier provided his services through a consulting management Corporation, Trotco Exploration Inc., As per the agreement, Mr. Trottier’s annual remuneration is set at $180,000 and he is entitled to participate in the Corporation’s long term and short-term incentive plans, as established by the Board. The agreement is for an indefinite period. In case of termination by the Corporation, other than for cause, Mr. Trottier will be entitled to receive a severance payment equal to one year’s salary. If Mr. Trottier’s employment is terminated following a change of control or if he resigns within 90 days of such change of control, he will be entitled to receive a payment equal to two years salary The Corporation can terminate for just cause without notice, at which time only the amounts owing at termination are payable.

Pierre Carrier, Chief Operating Officer - In September 2020, the Corporation entered into an employment agreement with Mr. Carrier for his services as Chief Operating Officer. Prior to, Mr. Carrier provided his services through a consulting management Corporation, 9254-4923 Quebec Inc. As per the agreement, Mr. Carrier’s annual remuneration is set at $120,000 and he is entitled to participate in the Corporation’s long term and short-term incentive plans, if any and as established by the Board. The agreement is for an indefinite period. In case of termination by the Corporation, other than for cause, Mr. Carrier will be entitled to receive a severance payment equal to one year’s salary. If Mr. Carrier’s employment is terminated following a change of control or if he resigns within 90 days of such change of control, he will be entitled to receive a payment equal to two years salary. The Corporation can terminate without notice, at which time only the amounts owing at termination are payable.

Kelly Malcom, Vice President, Exploration – In December 2020, the Corporation entered into an executive management consulting agreement with Generic Geo Inc., for the services of its principal Kelly Malcom. As per the terms of the agreement, the monthly fees are $10,000 and the principal is entitled to participate in the Corporation’s long term and short-term incentive plans, if any and as established by the Board. If the contract is terminated, a payment equal to twelve times the base fee ($120,000) is payable to Generic Geo Inc., unless Generic Geo Inc. is in default of its obligations under the agreement in which case no fee would be payable.

Martin Nicoletti – Chief Financial Officer . The Corporation entered into a management consulting agreement with Corporation Financial SKTM Ltée, a Corporation controlled by Martin Nicoletti. Mr. Nicoletti provides financial management services to the Corporation as its Chief Financial Officer. The consulting agreement provides that SKTM receives a base monthly fee of $ 5,000 for these services. The agreement became effective January 1, 2017 and remains in force until terminated. SKTM may terminate the agreement by giving ninety (90) days written notice to the Corporation. The Corporation can terminate for just cause without notice, at which time only the amounts owing at termination will be payable. Should the Corporation terminate the agreement without just cause, the Corporation must pay within 30 days of termination of a sum equal to three times the then prevailing monthly fee. If, a change of control (as defined in the agreement) takes place and within the following eighteen months, the agreement is terminated or the duties and responsibilities of the executive are materially amended without his consent, an amount equal to 12 times the then monthly fee will be immediately payable. Mr. Nicoletti resigned as Chief Executive Officer, effective January 1, 2021.

Oversight and description of director and named executive officer compensation.

Compensation for NEO’s was, in the past, mainly composed of an annual salary or fees and long-term incentives (stock options). The approach has been to pay the NEO’s a base compensation that is competitive all the while preserving cash, given the stage of development of the Corporation. Accordingly, equity incentive plans have been an important component of overall remuneration.

As the Corporation’s development and activities substantially increased in the past year, the Corporation created a compensation committee in May 2020. The Committee is composed of the four independent directors who oversee compensation and make recommendations to the Board. At the beginning of the past year, the NEO’s had in place consulting agreements with the Corporation. The Committee reviewed the existing contracts and recommended and approved new executive employment contracts for the Chief Executive Officer, Executive Chairman, Chief Operating Officer and the Vice-President of Exploration. Their compensation is mainly composed of:

a) Annual base salary; b) Short term incentives (bonus); and c) Long term incentives (stock options).

The Committee did not complete a formal benchmark study to analyse the positioning of the compensation of the executive officers and it has not established a peer group. The Committee members held discussions based on their general knowledge of the industry and current pay practices. In particular, the Committee considered:

The executive’s past achievements, experience, and qualifications.
The important increase in responsibilities and duties of the executives given the Corporation’s rapid development and extensive drill program, ongoing and upcoming, in Normetal.
The high level of activity in the industry and the resulting shortage of talent.
The executive’s contractual rights under the executives consulting agreement.

Pursuant to this review, basic salaries were increased, the possibility of earning a bonus was added (please refer to Table of compensation excluding compensation securities) change of control provisions were preserved, and clawback provisions were added to the agreements.

During the year, the Committee established general performance criterias which are listed below, and which were applied on a discretionary basis to establish executive bonuses. Moreover, the Committee recognized the exceptional year in terms of financing activities, drilling program completed, drilling results & targets, the COVID-19 environment and compliance with Health & Safety requirements, the adding of three new analysts that cover the Corporation, the important share appreciation and ESG initiatives.

Performance Criterias - Advancement of the exploration program / meters drilled - Financing of activities / Strategic initiatives - Market Capitalization / Share Price - ESG initiatives - Human Resources & Safety – Covid19 health measures - Analyst coverage

It is the intent of the Committee, for the upcoming year, to set the performance targets and weighted goals to ensure a consistent, transparent, and efficient mechanism for the granting of bonuses.

SCHEDULE B

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The Audit Committee has a formal charter, the text of which is included in this Schedule B. The Audit Committee Charter sets out the mandate and responsibilities of the Audit Committee that the board revised after careful consideration of Regulation Instrument 52-110 Audit Committees (" Regulation 52-110 ").

Composition of Audit Committee

Name	Independent	Financially Literate
Bryan Coates	Yes	Yes
Yvon Gélinas	Yes	Yes
André Shareck	Yes	Yes

The Audit Committee is comprised of three directors, all of whom are independent under Regulation 52-110. All the members of the Committee are "financially literate" and have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity that can reasonably expected to be raised by the Corporation’s financial statements.

The Audit Committee meets quarterly to review the and make its recommendation to the Board for or adopt written resolutions recommending approval of financial statements. The three members of the Audit Committee attended the meeting recommending approval of financial statements.

Relevant Education and Experience

The education and experience of each Audit Committee member that is relevant to the performance of his responsibilities are as follows:

The Chair, Mr. Coates has over 35 years of progressive financial management experience in mining industry. He has overseen financial reporting, financing, and risk management systems. He has acted as President and as Chief Financial Officer for a number of publicly listed companies including Osisko Gold Royalties ( 2014-2019), Osisko Mining Corporation ( 2007-2014) and Cambior Inc ( 2001-2006). He is a Chartered Professional Accountant ( CPA) and a graduate of ICD-Rotman Directors Education Program.

From 1996 to 2013, Mr. André Shareck was a partner with Redbourne Group. Prior to that, from 1987 to 1996 he was senior manager, real estate financing, at National Bank of Canada. Mr. Shareck has a degree in geology (1980) and a Master degree in geochemistry (1982) from the UQAM. In 1985, Mr Shareck obtained a master’s degree in business administration (MBA) from HEC-Montreal. Since 2015, Mr. Shareck is the VP Finance of Société de Développement Angus.

Mr. Gélinas is a Chartered Professional Accountant (Quebec, Canada) and Certified Public Accountant (Michigan, USA) specializing in both Canadian and American accounting practices. He is the managing partner of the accounting firm, Boily, Handfield CPA Inc. Mr. Gélinas’ expertise covers the corporate auditing, financial reporting, mergers and acquisitions and corporate restructuring. He has facilitated the closings of several successful business transactions between Asian companies and their North American counterparts.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on exemptions in relation to Services not related to the audit of minimal value or any exemption provided by Part 8 of Regulation 52-110.

Pre-Approval Policies and Procedures

The Audit Committee approves in advance the terms of all contracts for services related to auditing and other services to be rendered by the accountants of the Corporation to the Corporation or any of its subsidiaries.

External Auditor Service Fees

The fees charged to the Corporation by its external auditor in each of the last two financial years are as follows:

	2019	2020
Audit Fees(1)	$ 34,000	$ 37,000
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	Nil	Nil
Other(4)	Nil	Nil
Total	$ 34,000	$ 37,000

Notes:

(1) Audit fees are fees billed by the Corporation’s external auditor for services provided in auditing the Corporation’s annual financial statements for the subject year.

(2) Audit-related fees are fees not included in the audit fees that are billed by the auditor for assistance and related services that are reasonably related to the performance of the audit review of the Corporation’s financial statements.

(3) Tax fees include fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning.

(4) The other fees include fees related to compliance with MI 52-109 The Other fees include fees related to compliance with rule 52-109.

AUDIT COMMITTEE CHARTER

Constitution, Composition and Quorum

The Board of Directors of the Corporation has appointed an audit committee (the " Audit Committee " or the " Committee ") of a minimum number of three (3) Directors, all of whom should be independent and financially literate in accordance with the laws, by-laws and applicable policies with respect to securities including without limitation Regulation 52-110 Respecting Audit Committees (" Regulation 52-110 "). Each member of the Audit Committee, amongst other things, has to be able to read and understand financial statements. The quorum of the Committee is the majority of the members. The Directors have also appointed the Chairman of the Committee.

Power and Authority

In the performance of its mandate, the Audit Committee has the right to examine the books, registers and accounts of the Corporation and to discuss any question concerning the financial situation of the Corporation or any other question which relates to its mandate with any employee and with the external auditor.

The external auditor reports directly to the Audit Committee and the Committee has the power to communicate directly with the external auditor. The external auditor is present, if requested, at all of the meetings of the Committee where reports or financial statements that it has prepared or where public communications based upon these reports or financial statements are examined or approved by the Committee. The external auditor can also be invited to other meetings. Upon the external auditor's request,

the Chairman of the Committee will convene a meeting of the Audit Committee. The Audit Committee may meet privately with the external auditor, without management being present, once per quarter after the presentation of the interim financial statements if they have been reviewed by the external auditor and following the presentation of the annual financial statements and at any time upon request.

The Audit Committee has the right to require any employee of the Corporation to discuss any question concerning the financial situation of the Corporation or any other question which relates to its mandate.

If the Audit Committee deems it appropriate, it can retain independent counsel, accountants or others to assist the Audit Committee in fulfilling its duties and responsibilities and it has the power and authority to approve and ensure the payment of their fees and disbursements.

Delegation

The Audit Committee cannot delegate to management any of the responsibilities that are part of its mandate. However, the Audit Committee may delegate to one or more independent members of the Audit Committee the authority to pre-approve non-audit services to be rendered by the external auditor.

The pre-approval of non-audit services by any member to whom authority has been delegated must be presented to the Audit Committee at its first scheduled meeting following such a pre-approval and all of the conditions of Regulation 52-110 and of the pre-approval policy adopted by the Audit Committee must be respected.

Reports

The Audit Committee has to report to the Board of Directors on or about its work, activities and decisions at the meeting of the Board of Directors following the meeting of the Audit Committee providing all topics discussed, decisions taken, means undertaken in order to study and examine the reports, statements and documents submitted, as well as the level of satisfaction of the members of the Committee therewith, the unresolved issues, the disagreements and the decisions taken, in which case the justifying motives also have to be provided.

Compensation

The Board of Directors determines the compensation to be received by the members of the Audit Committee for their services.

Mandate

The mandate of the Audit Committee comprises the following:

General

to monitor the audit process and the integrity of the Corporation's financial reporting with a view to enhance the accuracy of the information provided and the quality of the Corporation's financial reporting;
to establish, monitor and verify the accounting standards and policies adopted;
to monitor and adopt new accounting pronouncements that could affect the Corporation and to ensure they are respected;
to follow the evolution of best practices with respect to accounting principles, standards and rules and to incorporate such best practices to the practices of the Corporation, where applicable;
to ensure the respect of the rules applicable to the Corporation in accordance with the laws, by-laws, instruments and policies relating to financial information in general and in particular

to audits and to audit committees including Regulation 52-110 pertaining to the Audit Committee;

to review the Audit Committee Charter and membership annually and make recommendations for modifications, where applicable, to the Board of Directors;

Risk Management

to monitor and adopt risk management systems and to ensure the monitoring of these systems;

Financial Results

to examine the Annual Audited Financial Statements, the unaudited interim financial statements and the management's discussion and analysis as well as all other statements and financial reports including press releases dealing with financial information which require an examination by the Audit Committee in accordance with the applicable laws or when the Board of Directors requires such examination and to recommend their adoption by the Board of Directors;
to ensure that the financial information is in compliance with the applicable securities laws, regulations and policies;
to review together with the external auditor of the Corporation the methods used for and the extent of their respective auditing processes and to report to the Board of Directors any material reservation that the Audit Committee has or that the external auditor have expressed with respect to their work;

External auditors

to recommend the external auditor to the Board of Directors as well as its compensation in connection with the audit services;
to ensure that the external auditor remains ultimately accountable to the Board of Directors through the Audit Committee as a representative of the shareholders and, amongst other things, to provide and establish processes allowing independent and direct communication links between the Board of Directors, the internal audit team and the external auditor;
to monitor the independence of the external auditor including:
(i) the prior approval of all non-audit services to be provided to the Corporation by the external auditor;
(ii) to adopt detailed prior approval policies and processes with respect to the services mentioned in sub-paragraph (i) hereinabove including the obligation imposed upon management and the external auditor to inform the Audit Committee of any projected services unrelated to the audit and of the rendering of such a service;
(iii) to examine the existing or potential relationship of the Corporation with the external auditor including between the employees of the Corporation and the partners, employees, former partners and employees of the former or present external auditor and without limiting the generality of the foregoing
- to review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor;
to receive and study the external auditor's report following its final audit as well as the recommendations relating thereto, to the management of the Corporation;
to monitor once a year and on occasion during the year the skills, the quality of the services and the independence of the external auditor within the exercise of its duties and to recommend to the Board of Directors, if appropriate, the convening of a shareholders' meeting in order to consider the dismissal of the external auditor;

to review with the external auditor the extent of its audit and to examine the conclusions resulting from such audit and the actions undertaken by management to implement the recommendations derived from its conclusions;
to ensure the resolution of disagreements between management and the external auditor regarding financial reports;

Internal Controls

to review the important items of the reports that follow up as well as the recommendations given to management;
to review with the external auditor:
19.1 the efficiency of the books and of the accounting systems of internal control and of the Corporation's information and if those books are maintained in an appropriate manner and if those systems are applied evenly; and
19.2 the efficiency and skills of the employees involved in internal accounting and the control of the activities of the Corporation;
in order to evaluate the efficiency and adequacy of the internal control systems and to report to the Board of Directors on such matters;

Capital Expenditures

to monitor the financial aspects of capital expenditures projects, including compliance with budgets or cost projections and of the actual return on investment of the projects in comparison with the projected return on investment;

Reception and Revision of Reports

to prescribe the form and the content of the certificates to be executed by the Chief Executive Officer and the Vice President, Finance of the Corporation, to ensure that they are provided in good time and to review such certificate following their receipt;
to receive and review the reports from the Chief Executive Officer and the Vice President, Finance with respect to the financial provisions made, the purchase and sale of assets, the risk elements that could have an effect on the financial results or on the financial structure of the enterprise, the redemption of shares of the Corporation, financial derivatives and other similar matters;
to receive and review the status reports on capital expenditures;
to receive and review the report pertaining to potential or current litigation involving the Corporation;

Continuous Disclosure

to review annual shareholders meeting notice, management proxy circular and Annual Information Form unless they are directly submitted to the Board of Directors;

Complaints

to establish procedures for:
(i) the treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(ii) the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing of the Corporation; and

CORPORATE GOVERNANCE DISCLOSURE

The Board of the Corporation considers good corporate governance to be essential to the effective operations of the Corporation. The board has carefully considered the Corporate Governance Guidelines set forth in Regulation 58-201, its corporate governance practices are set out below.

Board of Directors

The Board of Directors periodically reviews its composition and determines whether or not each director is an independent director. At this time, the independent Board members are Bryan Coates, André Shareck, Yvon Gélinas and Anik Gendron. Victor Cantore, Jacques Trottier and Pierre Carrier are not considered independent as they are executive officers of the Corporation. Accordingly, a majority of the directors is independent. The Chair, Mr. Trottier is not independent.

In general, independent directors meet without the presence of members of management (including President and Chief Executive Officer) at the end of a Board meetings or addresses certain matters during Board committee meetings.

Directorships

The following directors of the Corporation are presently directors of other reporting issuers, as follows:

Name of Director	Name of Other Reporting Issuer	Position With Other Reporting Issuer
Victor Cantore	Nitinat Minerals Corporation Vision Lithium Inc. Generic Gold Corporation Vanstar Mining Resources Freeman Gold Corp	Director Director, Chairman Director Director Director
Jacques Trottier	Mosaic Minerals Corp.	Director
Bryan Coates	Falco Resources Inc.	Director, Chair

Orientation and Continuing Education

Each new director is mentored by a more experienced member of the Board of directors and paired with a member of the management to ensure that it has access to all the information he might need. Meetings with the Chair of the Board are also organized, together with the president and chief executive officer. Most meetings of the board also include presentations on topics of interest to administrators. Directors are also invited to attend seminars and visit the projects of the Corporation.

Ethical Business Conduct

The Board has not, to date, adopted a formal written Code of Ethical Business Conduct. The small number of officers allows the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained. The Board is aware of the recommendation in National Policy 58-201 Corporate Governance Guidelines to adopt a written code of business conduct and ethics and is in the process of reviewing different standards that may be appropriate for the Corporation to adopt.

Nomination of Board of Directors

The Board, as a whole, has the responsibility to propose new directors and to ensure that the composition and experience of the board and the appropriate balance between independent and non independent.

Compensation

The Board created during the year a Compensation Committee to assist the Board with its oversight responsibilities, the mandate of which is to oversee the:

a) appointment, performance evaluation and compensation of the Corporation's President and Chief Executive Officer ("CEO") and other executive officers of the Corporation (collectively, "Executive Officers”);
b) succession planning relating to the CEO, other Executive Officers and other key employees including appointments, reassignments and terminations;
c) compensation structure for the CEO and other Executive Officers including annual, midterm and long-term incentive plans and incentive plans involving share issuances or share awards;
d) determination of director compensation; and,
e) share ownership guidelines for the CEO, other Executive Officers and directors.

The Board appointed the following directors to the Committee in May 2020:

André Shareck, Chair
Yvon Gélinas
Bryan Coates
Anik Gendron

Evaluation

The Board of Directors has adopted a process to evaluate its effectiveness and contribution of the directors.

The Chairman is responsible for evaluating the effectiveness of the Board as a whole and the contribution of individual directors and make recommendations for improvement when it is appropriate.

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Amex Exploration Inc. — Proxy Solicitation & Information Statement 2021

43543_rns_2021-04-20_0fd9af74-0f57-4ace-bdc7-a6f3bc9b7186.pdf