NOTICE OF MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

ANACORTES MINING CORP.

relating to a

SPECIAL MEETING

TO BE HELD ON JUNE 19, 2023

with respect to a proposed

PLAN OF ARRANGEMENT

involving

ANACORTES MINING CORP. and STEPPE GOLD LTD.

May 17, 2023

Vote Today

The Board of Directors of Anacortes Mining Corp. recommends that Company Shareholders vote FOR the Company Arrangement Resolution

These materials are important and require your immediate attention. The Company Shareholders of Anacortes Mining Corp. are required to make important decisions. If you have any doubt as to how to make such decisions, please contact your tax, financial, legal or other professional advisors.

No securities regulatory authority or stock exchange in Canada or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities being offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offense to claim otherwise. No securities regulatory authority or stock exchange in Canada or elsewhere has approved or registered this document, and this document is not required to be registered with a securities regulatory authority or stock exchange in any such jurisdiction.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 2023 QUESTIONS AND ANSWERS RELATING TO THE COMPANY MEETING AND ARRANGEMENT 9 Questions Relating to the Arrangement General Questions Relating to the Company Meeting MANAGEMENT INFORMATION CIRCULAR Introduction Technical Information Cautionary Notice Regarding Forward-Looking Statements and Information 19 Information for United States Company Shareholders Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources Non-registered Company Shareholders Currency Qualified Persons GLOSSARY OF TERMS SUMMARY INFORMATION REGARDING THE ARRANGEMENT The Company Meeting Recommendation of the Special Committee and the Company Board Reasons for Recommendation of the Special Committee and the Company Board 43 Opinion of Stifel GMP Effect of the Arrangement Details of the Arrangement 49 Approval of Company Shareholders Required for the Arrangement Court Approvals Stock Exchange Listing Approvals and Delisting Matters Timing Procedure for Exchange of Company Shares Procedure for Exchange of Company Warrants Treatment of Fractional Purchaser Shares Right to Dissent Certain Canadian Federal Income Tax Considerations Risk Factors PART I-THE ARRANGEMENT Background to the Arrangement Recommendation of the Special Committee and the Company Board Reasons for Recommendation of the Special Committee and the Company Board 60 Stifel GMP Fairness Opinion Risk Factors Related to the Arrangement Risk Factors Related to the Operations of the Combined Company Effect of the Arrangement Details of the Arrangement	LETTER TO SHAREHOLDERS






































	Support Agreements

The Arrangement Agreement
Procedure for the Arrangement Becoming Effective
Approval of Company Shareholders Required for the Arrangement
09
Stock Exchange Listing Approvals and Delisting Matters
Timing
Procedure for Exchange of Company Shares
Procedure for Exchange of Company Warrants
Treatment of Fractional Purchaser Shares
Return of Company Shares
Return of Company Warrants
Mail Service Interruption
Lost Certificates
Withholding Rights
Adjustment of Consideration
Right to Dissent
Interests of Certain Persons or Companies in the Arrangement
Expenses of the Arrangement
Securities Law Matters Certain Canadian Federal Income Tax Considerations
Additional Tax Considerations

PART II - INFORMATION CONCERNING THE PARTIES TO THE ARRANGEMENT 126
Information Concerning Anacortes Mining Corp.
Information Concerning Steppe Gold Ltd
Information Concerning the Combined Company
PART III - COMPANY EQUITY COMPENSATION PLANS
Equity Compensation Plan Information
Executive Compensation Disclosure
PART IV - OTHER INFORMATION
Interest of Informed Persons in Material Transactions
Experts
PART V - GENERAL PROXY MATTERS	128
Solicitation of Proxies
Record Date
Appointment and Revocation of Proxies
Signature of Proxy
Voting of Proxies
Exercise of Discretion of Proxy
Voting by Internet and Telephone
Information for Non-registered Company Shareholders
Voting Securities and Principal Holders Thereof
Procedure and Votes Required
PART VI - APPROVALS
Company Board Approval

PART VII – CONSENT OF FINANCIAL ADVISOR 135
Consent of Stifel Nicolaus Canada Inc. 135

APPENDICES

Appendix A	Company Arrangement Resolution A‐1
Appendix B	Interim Order B‐1
Appendix C	Petition and Notice of Hearing of Petition C‐1
Appendix D	Plan of Arrangement Under Section 288 of the Business Corporations Act (British Columbia) D‐1
Appendix E	Stifel GMP Fairness Opinion E‐1
Appendix F	Information Concerning Anacortes Mining Corp. F‐1
Appendix G	Information Concerning Steppe Gold Ltd. G‐1
Appendix H	Information Concerning the Combined Company Following Completion of the Arrangement H‐1
Appendix I	Section 237 through Section 247 of the Business Corporations Act (British Columbia) I‐1
Appendix J	Comparison of Shareholder Rights J‐1

ANACORTES MINING CORP.

LETTER TO SHAREHOLDERS

May 17, 2023

Dear Fellow Shareholders:

On behalf of the board of directors (the "Company Board") and management of Anacortes Mining Corp. (the "Company" or "Anacortes"), I write in connection with the special meeting (the "Company Meeting") of the holders (the "Company Shareholders") of the Company's common shares (the "Company Shares"). The Meeting will be held at the offices of Clark Wilson LLP located at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1 at 10:00 a.m. (Vancouver time) on June 19, 2023.

At the Company Meeting, the Company Shareholders will be asked to consider a resolution to approve the proposed plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) involving the Company and Steppe Gold Ltd. ("Steppe" or the "Purchaser"). Please complete the enclosed form of proxy and submit it to our transfer agent and registrar, Computershare Investor Services Inc., or alternatively, follow the instructions in such documents to vote electronically, as soon as possible but no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting.

The Arrangement

The Company and the Purchaser entered into an arrangement agreement dated May 5, 2023 (the "Arrangement Agreement") pursuant to which, among other things, the Purchaser agreed to acquire all of the issued and outstanding Company Shares for 0.4532 (the "Exchange Ratio") of a common share of the Purchaser (each, a "Purchaser Share") for each Company Share (the "Consideration"). All out‐of‐ the‐money stock options of the Company and unvested in‐the‐money stock options will be cancelled at the effective time of the Arrangement (the "Effective Time"). At the Effective Time, each vested in‐the‐ money stock option of the Company (the "Company Options") will be deemed to be exercised and issued on a cashless basis (the "Company Option Shares") and immediately thereafter, the Company Option Shares will be exchanged for Purchaser Shares at the Exchange Ratio. At the Effective Time, each warrant of the Company (the "Company Warrants") will be cancelled in exchange for an amount of cash that is equal to the aggregate value of the specific tranche of Company Warrants as determined by the Black‐ Scholes valuation method, with a minimum floor price of \$0.001 per Company Warrant as further described in the accompanying management information circular of the Company (the "Circular").

Immediately following completion of the Arrangement, former Company Shareholders and holders of the Company Options will hold approximately 18.7% of the issued and outstanding shares of the Purchaser after giving effect to the Arrangement (the "Combined Company") and existing shareholders of the Purchaser (the "Purchaser Shareholders") will hold approximately 81.3% of the issued and outstanding shares of the Combined Company, based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of the Circular.

The Arrangement is currently anticipated to be completed on or about June 22, 2023. Registered holders of Company Shares ("Registered Company Shareholders") and Company Warrants are concurrently being provided with a letter of transmittal explaining how to exchange their Company Shares for the Consideration and Company Warrants for the Warrant Consideration, as applicable, and as defined in the accompanying Circular. Company Shareholders and Company Warrant Holders, whose Company Shares and Company Warrants, as applicable, are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Company Shares and Company Warrants under the Arrangement.

Benefits to Company Shareholders

Among other benefits to Company Shareholders, the following are some of the key benefits considered by the special committee (the "Special Committee") of the board of the Company (the "Company Board") and the Company Board in consultation with Company management and their advisors:

Under the terms of the Arrangement Agreement, Company Shareholders will receive 0.4532 of a Purchaser Share for each Company Share, which represents consideration of approximately \$0.48 per Company Share and a premium of 36% based on the closing prices of the Company Shares on the TSX Venture Exchange (the "TSXV") and the Purchaser Shares on the Toronto Stock Exchange (the "TSX"), each as of the close of trading on March 3, 2023.
Current Company Shareholders will maintain exposure to the Tres Cruces project (the "Tres Cruces Project"), and will gain exposure to the Purchaser's properties, including the Altan Tsagaan Ovoo gold project (the "ATO Project") and the Uudam Khundii project.
The Purchaser offers experience and expertise from constructing and operating the ATO Gold Mine (the "ATO Gold Mine"), an open pit, heap leach operation with similar characteristics to the Tres Cruces Project.
The Arrangement provides for meaningful retained ownership in the Combined Company and ongoing exposure to near‐term value catalysts, including the Phase 2 expansion at the ATO Project and the future advancement and construction of the Tres Cruces Project. The Special Committee and Company Board believe it is an opportune time to transact given the impending Phase 2 expansion at the ATO Gold Mine, which is expected to increase annual production to approximately 100,000 of gold equivalent oz.
The Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with the Company on a standalone basis, as a result of the Combined Company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity and enhanced access to capital over the long term and the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.
Upon completion of the Arrangement, the Combined Company will have a broader shareholder base, expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal.

The impact of the Arrangement on all stakeholders in the Company, including Company Shareholders, employees, and local communities and governments, as well as the environment and the long‐term interests of the Company.

For additional information with respect to these and other reasons for the Arrangement, see the section in the Circular entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board".

Your vote is important. Whether or not you plan to attend the Company Meeting in person, we encourage you to vote promptly.

Required Approval

The resolution approving the Arrangement (the "Company Arrangement Resolution"), the full text of which is set out in Appendix A to the accompanying Circular, must be approved by at least (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with Multilateral Instrument 61‐101 — Protection of Minority Security Holders in Special Transactions. See "Part I — The Arrangement — Securities Law Matters — Canada" of the accompanying Circular.

Completion of the Arrangement is subject to, among other things, the approval of the Company Shareholders at the Company Meeting in accordance with an order of the Supreme Court of British Columbia (the "Court") dated May 16, 2023 and applicable law, the approval of the Court, the conditional acceptance of the listing and posting for trading of the Purchaser Shares to be issued in connection with the Arrangement on the TSX, the conditional acceptance of the Company to consummate the Arrangement from the TSXV and the receipt of all necessary regulatory approvals. If the Company Arrangement Resolution is not approved at the Company Meeting, the Arrangement will not be completed.

All of the officers and directors of the Company have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Company Shares for the Company Arrangement Resolution. The shareholdings represented by such voting support agreements represent, in aggregate, approximately 22.1% of the issued and outstanding Company Shares as of May 10, 2023.

Company Board Recommendation

The Special Committee received a fairness opinion of Stifel Nicolaus Canada Inc. dated May 5, 2023 to the effect that, as of the date of such opinion, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Shareholders and the holders of warrants of the Company, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion. The Company Board, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account other factors including the reasons described in the accompanying Circular, has unanimously determined that the Arrangement is in the best interests of the Company and unanimously recommends that the Company Shareholders vote for the Company Arrangement Resolution. See the section in the accompanying Circular entitled "Part I —The Arrangement — Recommendation of the Special Committee and the Company Board'.

The accompanying Circular contains a detailed description of the Arrangement, as well as detailed information regarding the Company and the Purchaser and certain other information concerning the Purchaser after giving effect to the Arrangement. It also includes certain risk factors relating to completion of the Arrangement and the potential consequences of a Company Shareholder exchanging their Company Shares for Purchaser Shares in connection with the Arrangement. Please give this material your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors.

We encourage all Company Shareholders to exercise their right to vote at the Company Meeting.

Yours very truly,

"James A. Currie"

James A. Currie President and Chief Executive Officer

Vote using the following methods prior to the Company Meeting.
Registered Company Shareholders Shares held in own name and represented by a physical certificate	Vote online at www.investorvote.com	Telephone: 1‐866‐732‐8683 Fax: 1‐866‐249‐7775	Return the form of proxy in the enclosed postage paid envelope
Non‐registered Company Shareholders Shares held with a broker, bank or other intermediary.	Vote online at www.proxyvote.com	Call or fax the number listed on your voting instruction form	Return the voting instruction form in the enclosed postage paid envelope
NOBOs Shares held by non‐ objecting beneficial shareholders.	Vote online at www.investorvote.com	Telephone: 1‐866‐734‐8683 Direct Dial: 1‐312‐588‐4291	Return the form of voting instruction form in the enclosed postage prepaid envelope

ANACORTES MINING CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 2023

NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia dated May 16, 2023, a special meeting (the "Company Meeting") of the holders ("Company Shareholders") of common shares (the "Company Shares") of Anacortes Mining Corp. ("Anacortes" or the "Company") will be held at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1 at 10:00 a.m. (Vancouver time) on June 19, 2023, subject to any adjournment or postponement thereof, for the following purposes:

(a) to consider, pursuant to the Interim Order, and, if thought fit, to pass, with or without variation, the special resolution (the "Company Arrangement Resolution") set forth in Appendix A to the accompanying management information circular of the Company dated May 17, 2023 (the "Circular"), to approve a plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) ("BCBCA") involving, among others, the Company and Steppe Gold Ltd. (the "Purchaser"), in accordance with the terms of the arrangement agreement dated May 5, 2023 between the Company and the Purchaser (as it may be amended, supplemented or otherwise modified from time to time); and
(b) to transact such further and other business as may properly be brought before the Company Meeting or any adjournment or postponement thereof.

Specific details of the matters to be put before the Company Meeting are set forth in the accompanying Circular.

It is a condition to the completion of the Arrangement that the Company Arrangement Resolution is approved at the Company Meeting. If the Company Arrangement Resolution is not approved by the Company Shareholders at the Company Meeting, the Arrangement cannot be completed.

The board of directors of the Company (the "Company Board") unanimously recommends that the Company Shareholders vote FOR the Company Arrangement Resolution.

The Company Board has set the close of business on May 10, 2023 as the record date (the "Record Date") for the determination of Company Shareholders and the holders of warrants of the Company entitled to receive notice of and the determination of Company Shareholders entitled to vote at the Company Meeting. Holders of Company Shares as at the Record Date who either attend the Company Meeting in person or who have completed and delivered a proxy or voting instruction form in the manner and subject to the provisions described above shall be entitled to vote, or to have their Company Shares voted, on all matters to come before the Company Meeting.

Each Company Share entitled to be voted at the Company Meeting will entitle the holder thereof to one vote at the Company Meeting.

The Company Arrangement Resolution must be approved by at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with Multilateral Instrument 61‐101 — Protection of Minority Security Holders in Special Transactions. See "Part I — The Arrangement —Securities Law Matters — Canada" in the accompanying Circular.

A Company Securityholder may attend the Company Meeting in person or may be represented by proxy. Company Shareholders that are entitled to vote but are unable to attend the Company Meeting or any adjourned or postponed Company Meeting in person are requested to date, sign and return the accompanying form of proxy for use at the Company Meeting or any adjourned or postponed Company Meeting. In order to be acted upon at the Company Meeting, validly completed instruments of proxy must be received by Computershare Investor Services Inc., Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by facsimile: 1‐866‐249‐7775 for Toll Free within North America or 1‐416‐263‐9524 outside of North America, no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting. Notwithstanding the foregoing, the Chair of the Company Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may be waived or extended by the Chair of the Company Meeting at their discretion, without notice.

Registered Company Shareholders

Registered Company Shareholders will receive a proxy form enabling them to vote at the Company Meeting. Such proxy will not be valid unless a completed, dated and signed form of proxy is received by Computershare Investor Services Inc., Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by facsimile: 1‐866‐249‐7775 for Toll Free within North America or 1‐416‐263‐9524 outside of North America, no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting as it may be adjourned or postponed from time to time. The deadline for the deposit of proxies may be waived or extended by the Chair of the Company Meeting at their sole discretion, without notice.

Non‐registered Company Shareholders

Non‐registered Company Shareholders who hold their Company Shares registered in the name of intermediaries may receive certain other materials from their intermediary, such as a voting instruction form to vote their Company Shares. If you are a non‐registered Company Shareholder and receive these materials through your broker or other intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker and by the other intermediary.

For information regarding voting or appointing a proxyholder by internet or voting online or by telephone, see the form of proxy and/or the section entitled "Part V — General Proxy Matters" in the accompanying Circular.

Dissent Rights

Pursuant to the Interim Order, registered Company Shareholders have been granted the right to dissent in respect of the Company Arrangement Resolution and to be paid an amount equal to the fair value of their Company Shares as of the close of business on the business day before the Company Arrangement Resolution was approved, provided that they have strictly complied with the dissent procedures set forth in section 237 to 247 of the BCBCA, as modified by the plan of arrangement and the Interim Order. This dissent right and the dissent procedures are described in the accompanying Circular. Failure to comply strictly with the dissent procedures set forth in section 237 to 247 of the BCBCA, as modified by the plan of arrangement and the Interim Order, may result in the loss of any right of dissent. A Company Shareholder considering exercising dissent rights should seek independent legal advice. See the section entitled "Part I —The Arrangement — Right to Dissent" and Appendix I, "Section 237 through Section 247 of the Business Corporations Act (British Columbia)" in the accompanying Circular.

The proxyholder has discretion under the accompanying form of proxy or voting instruction form ("VIF") with respect to any amendments or variations of the matters of business to be acted on at the Company Meeting or any other matters properly brought before the Company Meeting or any adjourned or postponed Company Meeting, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Company Meeting is routine and whether or not the amendment, variation or other matter that comes before the Company Meeting is contested. As of the date hereof, management of the Company knows of no amendments, variations or other matters to come before the Company Meeting other than the matter set forth in this Notice of Special Meeting. Company Shareholders that are planning on returning the accompanying form of proxy or VIF are encouraged to review the Circular carefully before submitting the form of proxy or VIF.

Dated this 17th day of May, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF ANACORTES MINING CORP.

"James A. Currie"

James A. Currie President and Chief Executive Officer

QUESTIONS AND ANSWERS RELATING TO THE COMPANY MEETING AND ARRANGEMENT

The enclosed Circular is furnished in connection with the solicitation by or on behalf of management of the Company of proxies to be used at the Company Meeting to be held at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1 on June 19, 2023 at 10:00 a.m. (Vancouver time) for the purposes indicated in the Notice of Special Meeting of Company Shareholders. Capitalized terms used but not otherwise defined in this "Questions and Answers Relating to the Company Meeting and Arrangement" section have the meanings ascribed thereto under "Glossary of Terms" in the Circular.

It is expected that solicitation will be primarily by mail and electronic means, but proxies may also be solicited by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of the Company.

Custodians and fiduciaries will be supplied with proxy materials to forward to Non‐registered Company Shareholders and normal handling charges will be paid for such forwarding services. The Record Date to determine the Company Securityholders entitled to receive notice of and the Company Shareholders entitled to vote at the Company Meeting is May 10, 2023. Holders of Company Shares as at the Record Date who either attend the Company Meeting in person or who have completed and delivered a proxy or voting instruction form in the manner and subject to the provisions described above shall be entitled to vote, or to have their Company Shares voted, on all matters to come before the Company Meeting.

Your vote is very important and you are encouraged to exercise your vote using any of the voting methods described below. Your completed form of proxy must be received by Computershare by no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Company Meeting at their discretion, without notice.

The following are questions that you as a Company Securityholder may have regarding the proposed Arrangement under the provisions of Division 5 of Part 9 of the BCBCA involving the Company and the Purchaser, to be considered at the Company Meeting. You are urged to carefully read the remainder of the enclosed Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference into, the enclosed Circular.

Questions Relating to the Arrangement

Q. What is the proposed transaction?

A. On May 5, 2023, the Company and the Purchaser entered into the Arrangement Agreement, whereby the Purchaser agreed to acquire all of the issued and outstanding Company Shares pursuant to a court‐approved arrangement under the BCBCA. Under the terms of the Arrangement, Company Shareholders will receive 0.4532 of a Purchaser Share for each Company Share. All out‐of‐the‐money stock options of the Company and unvested in‐the‐money stock options will be cancelled at the effective time of the Arrangement (the "Effective Time"). At the Effective Time, each vested in‐the‐ money stock option of the Company will be deemed to be exercised and issued on a cashless basis (the "Company Option Shares") and immediately thereafter, the Company Option Shares will be exchanged for Purchaser Shares at the Exchange Ratio. At the Effective Time, each warrant of the Company (the "Company Warrants") will be cancelled in exchange for the Warrant Consideration, an amount of cash that is equal to the aggregate value of the specific tranche of Company Warrants as determined by the Black‐Scholes valuation method, with a minimum floor price of \$0.001 per Company Warrant as further described in the accompanying Circular.

Q. Has the Company Board unanimously approved the Arrangement?

A. Yes. The Company Board, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account other factors including the reasons described in this Circular under the heading "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board', has unanimously determined that the Arrangement is in the best interests of the Company and unanimously recommends that the Company Shareholders vote FOR the Company Arrangement Resolution.

Q. Does the Company Board recommend that I vote FOR the Company Arrangement Resolution?

A. Yes. The Company Board unanimously recommends that the Company Shareholders vote FOR the Company Arrangement Resolution, the full text of which is set forth in Appendix A to this Circular, at the Company Meeting.

Q. What percentage of the outstanding Purchaser Shares will existing Purchaser Shareholders and Former Company Shareholders own, respectively, following completion of the Arrangement?

A. Upon completion of the Arrangement and including the Purchaser Private Placement Shares issued in the Purchaser Private Placement following the Record Date of May 10, 2023, (i) Former Company Shareholders are expected to own approximately 18.6% of the issued and outstanding Purchaser Shares; (ii) holders of Company Options are expected to own approximately 0.14% of the issued and outstanding Purchaser Shares; and (iii) existing Purchaser Shareholders are expected to own approximately 81.3% of the issued and outstanding Purchaser Shares, based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of this Circular.

Q. What is required for the Arrangement to become effective?

A. The obligations of the Company and the Purchaser to consummate the Arrangement are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) approval of the Company Arrangement Resolution by the Company Shareholders at the Company Meeting in accordance with the Interim Order and applicable Law, (ii) the Final Order having been obtained in form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and not having been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise, (iii) conditional approval of the TSX having been obtained, including in respect of the listing and posting for trading of the Consideration Shares, (iv) conditional approval of the TSXV for the Company to consummate the Arrangement; (v) no Law having been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding having otherwise been taken or threatened under any Laws or by any Governmental Entity (whether temporary, preliminary or permanent) to make the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or threatens to do so, and (vi) the Consideration Shares to be issued pursuant to the Arrangement being exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable U.S. Securities Laws.

The TSX has given conditional approval to the Purchaser for the Arrangement and the TSXV has given conditional approval to the Company for the Arrangement. In addition, on May 2, 2023, the TSX advised the Purchaser that Purchaser Shareholder approval of the Arrangement would not be required by the TSX in connection with the Arrangement.

Q. When do you expect the Arrangement to be completed?

A. The Company currently anticipates that the Arrangement will be completed in the second quarter of 2023. However, completion of the Arrangement is subject to a number of conditions and it is possible that factors outside the control of the Company and/or the Purchaser could result in the Arrangement being completed at a later time, or not at all. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by June 30, 2023 (the "Outside Date").

Q. What are the Canadian federal income tax consequences of the Arrangement to the Company Shareholders?

A. For a summary of certain of the material Canadian federal income tax consequences of the Arrangement applicable to Company Shareholders, see "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Company Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. Are there any risks I should consider in connection with the Arrangement?

A. Company Shareholders should consider a number of risk factors relating to the Arrangement and the Company in evaluating whether to approve the Company Arrangement Resolution. In addition to the risk factors discussed under the heading "Risk Factors" in the Purchaser AIF, which risk factors are specifically incorporated by reference into this Circular and the risk factors discussed in the Company Annual MD&A, the following is a list of certain additional and supplemental risk factors which Company Shareholders should carefully consider before making a decision regarding approving the Company Arrangement Resolution:
The Arrangement is subject to satisfaction or waiver of various conditions;
Company Shareholders will receive a fixed number of Purchaser Shares;
The Arrangement Agreement may be terminated in certain circumstances;
While the Arrangement is pending, the Company is restricted from pursuing alternatives to the Arrangement and taking other certain actions;
The Company could be required to pay the Purchaser a termination fee of \$1.1M in specified circumstances (the "Termination Fee");
The Company will incur costs even if the Arrangement is not completed and the Company may have to pay various expenses incurred in connection with the Arrangement;
If the Arrangement is not consummated by the Outside Date, either the Company or the Purchaser may elect not to proceed with the Arrangement;
The Company and the Purchaser may be the targets of legal claims, securities class actions, derivative lawsuits and other claims, and any such claims may delay or prevent the Arrangement from being completed;
Payments in connection with the exercise of Dissent Rights may impair the Company's financial resources;
The Company directors and officers may have interests in the Arrangement different from the interests of Company Shareholders following completion of the Arrangement;
The tax consequences of the Arrangement for Company Shareholders may differ from anticipated treatment;
The issuance of a significant number of Purchaser Shares and a resulting "market overhang" could adversely effect the market price of the Purchaser Shares after completion of the Arrangement;
The Company has not verified the reliability of the information regarding the Purchaser included in, or which may have been omitted from, this Circular;
Prior to and following completion of the Arrangement, the Purchaser may issue additional equity securities;
The relative trading price of the Company Shares and the Purchaser Shares prior to the Effective Time and the trading price of the Purchaser Shares following the Effective Time may be volatile; and
Failure by the Purchaser and/or the Company to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement.

Q. What will happen to the Company if the Arrangement is completed?

A. If the Arrangement is completed, the Purchaser will acquire all of the Company Shares and the Company will become a wholly‐owned subsidiary of the Purchaser. The Purchaser intends to have the Company Shares delisted from the TSXV as promptly as possible following the Effective Date. In addition, subject to applicable Laws, the Purchaser will apply to have the Company cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate the Company's reporting obligations in Canada following completion of the Arrangement.

Q. What will happen if the Company Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Company Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated and the Company will continue to operate independently. In certain circumstances, the Company will be required to pay to the Purchaser the Termination Fee in connection with such termination. If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Company Shares may be materially adversely affected and the Company's business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Company would remain liable for costs relating to the Arrangement.

Q. Why am I being asked to approve the Arrangement?

A. Subject to any order of the Court, the BCBCA requires a corporation that wishes to undergo a court‐ approved arrangement to obtain, among other consents and approvals, the approval of its shareholders by special resolution passed by at least two‐thirds of the votes cast by shareholders, present in person or represented by proxy and entitled to vote. If the requisite approval of the Company Shareholders for the Company Arrangement Resolution is not obtained, the Arrangement will not be completed.

Q. Should I send in my proxy or VIF now?

A. Yes. Once you have carefully read and considered the information in this Circular, you should complete and submit the enclosed VIF or form of proxy. You are encouraged to vote well in advance of the proxy cut‐off time at 10:00 a.m. (Vancouver time) on June 15, 2023 to ensure your Company Shares are voted at the Company Meeting. If the Company Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays recognized in the province of British Columbia) prior to the time of the reconvened Company Meeting. Late proxies may be accepted or rejected by the Chair of the Company Meeting in their discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Company Meeting at their discretion, without notice.

Q. What approvals are required to pass the Company Arrangement Resolution at the Company Meeting?

A. In order to be effective, the Company Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with MI 61‐101. See "Part I — The Arrangement — Securities Law Matters — Canada".

Q. Are Company Shareholders entitled to Dissent Rights?

A. Yes. Under the Interim Order, Registered Company Shareholders have been granted the right to dissent in respect of the Company Arrangement Resolution provided that they strictly follow the procedures specified in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order. Non‐registered Company Shareholders who wish to dissent should be aware that only Registered Company Shareholders are entitled to Dissent Rights. Accordingly, Non‐registered Company Shareholders desiring to exercise Dissent Rights must make arrangements for the Company Shares beneficially owned by such Non‐registered Company Shareholders to be registered in the Non‐registered Company Shareholder's name prior to the time the written objection to the Company Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Company Shares to dissent on the Non‐registered Company Shareholder's behalf.

General Questions Relating to the Company Meeting

Q. When and where is the Company Meeting?

A. The Company Meeting will be held at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1 at 10:00 a.m. (Vancouver time) on June 19, 2023.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a holder of Company Shares as of the close of business on May 10, 2023, the Record Date. Company Shareholders will be entitled to one vote for each Company Share held.

Q. What am I voting on?

A. At the Company Meeting, you will be voting on the Company Arrangement Resolution to approve the proposed Plan of Arrangement under the BCBCA involving, among others, the Company and the Purchaser, pursuant to which the Purchaser will acquire all of the issued and outstanding Company Shares in exchange for the Consideration. If the Company Arrangement Resolution is not approved by the Company Shareholders at the Company Meeting, the Arrangement cannot be completed.

Q. What if amendments are made to this matter or if other matters of business are brought before the Company Meeting?

A. If you attend the Company Meeting in person and are eligible to vote, you may vote on such matter as you choose. If you have completed and returned a form of proxy, the persons named in the form of proxy will have discretionary authority with respect to amendments or variations to the matter identified in the Notice of Special Meeting of Company Shareholders and to other matters that may properly come before the Company Meeting. As of the date of the Circular, the Company management knows of no such amendment, variation or other matter expected to come before the Company Meeting. If any other matters properly come before the Company Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

A. Management of the Company is soliciting your proxy.

Solicitations of proxies will be primarily by mail and electronic means, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of the Company who will be specifically remunerated therefor. The Company will pay for the delivery of its proxy‐related materials indirectly to all Non‐registered Company Shareholders. All costs of the solicitation for the Company Meeting will be borne by the Company.

Q. How can Company Shareholders vote?

A. If you are eligible to vote and your Company Shares are registered in your name, you can vote your Company Shares: (i) in person at the Company Meeting; (ii) by signing and returning your form of proxy in the prepaid envelope provided or by appointing a proxyholder using the internet at www.investorvote.com; (iii) by voting using the internet at www.investorvote.com; or (iv) by calling 1‐866‐732‐VOTE (8683).

If your Company Shares are not registered in your name but are held by a nominee, please see below.

Q. How can a Non‐registered holder of Company Shares vote?

A. If your Company Shares are not registered in your name, but are held in the name of an Intermediary, your Intermediary is required to seek your instructions as to how to vote your Company Shares. Your Intermediary will have provided you with a package of information, including these meeting materials and either a proxy or a VIF. Carefully follow the instructions accompanying the form of proxy or VIF. Company Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non‐registered Company Shareholder. Without specific instructions, the Intermediary is prohibited from voting Company Shares for their clients.

Q. How can a Non‐registered Company Shareholder vote in person at the Company Meeting?

A. Only Registered Company Shareholders of record as at the close of business on the Record Date or their proxyholders are entitled to vote at the Company Meeting. If you are a Non‐registered Company Shareholder and wish to vote in person at the Company Meeting, insert your name in the space provided on the form of proxy or VIF sent to you by your Intermediary. In doing so you are instructing your Intermediary to appoint you as a proxyholder. Complete the form by following the return instructions provided by your Intermediary. You should report to a representative of Computershare upon arrival at the Company Meeting.

Q. Who votes my Company Shares and how will they be voted if I return a form of proxy?

A. By properly completing and returning a form of proxy, you are authorizing the persons named in the form of proxy to attend the Company Meeting and to vote your securities. You can use the enclosed form of proxy, or any other proper form of proxy permitted by Law, to appoint your proxyholder.

The Company Shares represented by your proxy must be voted according to your instructions in the proxy. If you properly complete and return your proxy but do not specify how you wish the votes be cast, your proxyholder will vote your Company Shares as they see fit. Unless you provide contrary instructions, Company Shares represented by proxies received by management will be voted FOR the Company Arrangement Resolution.

Q. Can I appoint someone other than the individuals named in the enclosed form of proxy to vote my Company Shares?

A. Yes, you have the right to appoint the person of your choice, who does not need to be a Company Securityholder, to attend and act on your behalf at the Company Meeting. If you wish to appoint a person other than the names that appear on the form of proxy, then strike out those printed names appearing on the form of proxy and insert the name of your chosen proxyholder in the space provided or submit another appropriate form of proxy permitted by Law, and in either case, send or deliver the completed proxy to the offices of Computershare before the above‐mentioned deadline. You can also appoint the person of your choice via the internet by following the instructions at www.investorvote.com.

It is important to ensure that any other person you appoint is attending the Company Meeting and is aware that his or her appointment to vote your Company Shares has been made. Proxyholders should, on arrival at the Company Meeting, present themselves to a representative of Computershare.

Q. What if my Company Shares are registered in more than one name or in the name of a corporation?

A. If your Company Shares are registered in more than one name, all registered persons must sign the form of proxy. If your Company Shares are registered in a corporation's name or any name other than your own, you must provide documents proving your authorization to sign the form of proxy for that company or name. For any questions about the proper supporting documents, contact Computershare before submitting your form of proxy.

Q. Can I revoke a proxy or voting instruction?

A. Yes. If you are a Registered Company Shareholder and have returned a form of proxy, you may revoke it by:
completing and signing a proxy bearing a later date, and delivering it to Computershare any time up to 4:00 p.m. (Vancouver time) on June 16, 2023, being the last business day before the day of the Company Meeting, or up to 4:00 p.m. (Vancouver time) on the last business day before the day the Company Meeting is adjourned or postponed to; or
delivering a written statement, signed by you or your authorized attorney: (i) to Computershare any time up to 4:00 p.m. (Vancouver time) on June 16, 2023, being the last business day before the day of the Company Meeting, or up to 4:00 p.m. (Vancouver time) on the last business day before the day the Company Meeting is adjourned or postponed to; (ii) to the Chair of the Company Meeting prior to the start of such Company Meeting; or (iii) in any other manner permitted by Law.

If you are a Non‐registered Company Shareholder who has voted by proxy through your Intermediary and would like to change or revoke your vote, contact your Intermediary to discuss whether this is possible and what procedures you need to follow. The change or revocation of voting instructions by a Non‐registered Company Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the proxy or VIF by the Intermediary or its service company to ensure it is effective.

Q. How do I receive DRS Advice(s) or certificate(s) representing Purchaser Shares in exchange for my Company Share certificates?

A. Registered Company Shareholders are concurrently being provided with a Letter of Transmittal that must be completed and sent with the certificate(s) and/or DRS Advice(s) representing your Company Shares to TSX Trust Company, the depositary for the Arrangement, at the office set forth in such Letter of Transmittal. You will receive DRS Advice(s) or certificate(s) representing Purchaser Shares for any Company Shares that are deposited under the Arrangement as soon as practicable following completion of the Arrangement, provided that you have sent all of the necessary documentation to the Share Depositary prior to the Effective Date. If you are a Non‐registered Company Shareholder, contact your Intermediary for further instructions.

Q. What do I need to do now?

A. Carefully read and consider the information contained in, and incorporated by reference into, the Circular. You are required to make an important decision. If you have any questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor. Your vote is important and you are encouraged to vote well in advance of the proxy cut‐off time at 10:00 a.m. (Vancouver time) on June 15, 2023 to ensure your Company Shares are voted at the Company Meeting.

ANACORTES MINING CORP.

MANAGEMENT INFORMATION CIRCULAR

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Company Meeting and any adjourned or postponed Company Meeting. No person has been authorized to give any information or make any representation in connection with the Arrangement other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company.

Company Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial and other professional advisors.

The information concerning the Purchaser contained or incorporated by reference in this Circular has been provided or publicly filed by the Purchaser. Although the Company has no knowledge that would indicate that any of such information is untrue or incomplete, the Company does not assume any responsibility for the accuracy or completeness of such information or the failure by the Purchaser to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the Company.

All summaries of, and references to, the Arrangement in this Circular are qualified in their entirety by reference to the Arrangement Agreement (a copy of which is available under the Company's profile on SEDAR at www.sedar.com), and the complete text of the Plan of Arrangement, a copy of which is attached as Appendix D to this Circular. You are urged to read carefully the full text of the Plan of Arrangement.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under "Glossary of Terms". Information contained in this Circular is given as of May 17, 2023 unless otherwise specifically stated.

Technical Information

All mineral resources contained or incorporated by reference in this Circular have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards adopted by the CIM Council on May 10, 2014 and NI 43‐101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimation of "measured", "indicated" or "inferred" mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable mineral reserves. The estimation of "inferred" mineral resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources. It cannot be assumed that all or any part of a "measured", "indicated" or "inferred" mineral resource will ever be upgraded to a higher category or converted into a mineral reserve. Under Canadian rules, estimates of "inferred mineral resources" may not form the basis of feasibility studies, prefeasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. Investors are cautioned not to assume that any part or all of a "measured", "indicated" or "inferred" mineral resource exists or is economically or legally mineable. An estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio‐political, marketing, or other relevant issues. The quantity and grade of reported inferred mineral resources in an estimation are uncertain in nature and there has been insufficient exploration to define such inferred mineral resources as an indicated mineral resource or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated mineral resource or measured mineral resource category. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves. The mineral resources in this Circular were reported using CIM Definition Standards.

Additional information about the Purchaser's material mineral projects, the ATO Project and the UK Project, including information regarding data verification, key assumptions, parameters and methods used to estimate mineral resources and the risks that could materially affect the development of the mineral resources, can be found in Appendix G "Information Concerning Steppe Gold Ltd." attached to this Circular, and the current technical report for the ATO Project is available under the Purchaser's profile on SEDAR at www.sedar.com. See Appendix G "Information Concerning Steppe Gold Ltd."

Cautionary Notice Regarding Forward‐Looking Statements and Information

This Circular, including documents incorporated by reference herein, contains forward‐looking statements and information within the meaning of applicable securities laws including under the United States Private Securities Litigation Reform Act of 1995. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential" and similar expressions are intended to identify forward‐looking statements or information. More particularly and without limitation, this Circular contains forward‐looking statements and information concerning: whether the Arrangement will be consummated, including the timing for completing the Arrangement, or whether conditions to the consummation of the Arrangement will be satisfied; the principal steps of the Arrangement; the expected completion date of the Arrangement and satisfaction of the conditions thereto, including obtaining approval of the Company Shareholders, receipt of the Key Regulatory Approvals and Key Third Party Consents; receipt of the necessary stock exchange approvals for listing of the Consideration Shares to be issued pursuant to the Arrangement and delisting of the Company Shares and receipt of the Final Order; the expectations regarding the process and timing of delivery of the Consideration Shares to the Company Shareholders following the Effective Time; the expected potential benefits of the Arrangement and the ability of the Combined Company to realize the anticipated benefits from the Arrangement; expectations regarding mineral resources; expectations regarding future exploration and development; the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") for the issuance of securities pursuant to the Arrangement; the anticipated expenses of the Arrangement; the anticipated tax consequences of the Arrangement on Company Shareholders; the delisting of the Company Shares from the TSXV following completion of the Arrangement; the expectation that subject to applicable Laws, the Company will cease to be a public company following completion of the Arrangement; the expectation that the Company will cease to be a reporting issuer following completion of the Arrangement; future project development; the ability of the Combined Company to realize the anticipated benefits from the Arrangement; change of control matters in respect of directors and officers of the Company, and; other statements that are not historical facts.

The forward‐looking statements and information included and incorporated by reference in this Circular are based on certain key expectations and assumptions made by the Company, including expectations and assumptions commodity prices and interest and foreign exchange rates; prevailing regulatory, tax and environmental Laws and regulations; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory, Court and securityholder approvals and the satisfaction of other closing conditions in accordance with the Arrangement Agreement; the success of the Company's and the Purchaser's operations; future operating costs of the Company's and the Purchaser's assets; stock market volatility and market valuations, and; that there will be no significant events occurring outside of the normal course of business of the Company and the Purchaser. Although the Company believes that the expectations and assumptions on which such forward‐looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the ability to consummate the Arrangement; the ability to obtain requisite Court, regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable Laws; compliance with extensive government regulation; changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of Laws, policies and practices, expropriation or nationalization of property and political or economic developments in jurisdictions in which the Purchaser or the Company may carry on business in the future, and; the diversion of management time on the Arrangement. This forward‐ looking information may be affected by risks and uncertainties in the business of the Purchaser and the Company and market conditions. This Circular also contains forward‐looking statements and information concerning the anticipated timing for and completion of the Arrangement. The Company has provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, Court and securityholder approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including the inability to secure necessary regulatory, Court or securityholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward‐looking statements and information contained in this Circular.

The information contained in this Circular, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of the Company and the Purchaser following the Arrangement. Readers are urged to carefully consider those factors.

Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under "Part I — The Arrangement — Risk Factors Related to the Arrangement", "Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company", Appendix G — "Information Concerning Steppe Gold Ltd. — Risk Factors", "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations", and other risks described elsewhere in this Circular. Additional information on these and other factors that could affect the operations or financial results of the Company or the Purchaser following completion of the Arrangement are included in reports on file with applicable Canadian Securities Regulators and may be accessed under the Company's and the Purchaser's respective profiles on the SEDAR website (www.sedar.com) or, in the case of the Company, at the Company's website (www.anacortesmining.com) and in the case of the Purchaser, at the Purchaser's website (www.steppegold.com). The Company's website, and the Purchaser's website, although referenced, do not form part of this Circular or part of any other report or document either party files with or furnishes to the Canadian Securities Regulators.

The forward‐looking statements and information contained in this Circular are made as of the date hereof and the Company does not undertake any obligation to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities Laws. The forward‐looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

Information for United States Company Shareholders

The Consideration Shares issuable to Company Shareholders pursuant to the Arrangement, upon completion of the Arrangement, will be freely transferrable under the U.S. Securities Act, except by persons who are "affiliates" (within the meaning of Rule 144) of the Purchaser at such time or were affiliates of the Purchaser within 90 days before such time. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer. Any resale of such Consideration Shares by such an affiliate (or former affiliate) must be made pursuant to an effective registration statement or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. See "Part I — The Arrangement — Securities Law Matters — United States".

The solicitations of proxies for the Company Meeting are not subject to the requirements of Section 14(a) or Section 14(c) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian Securities Laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Company Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Information concerning the operations and business of the Purchaser and the Company contained herein has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of U.S. Securities Laws. The Company Annual Financial Statements included or incorporated by reference in this Circular and the annual financial statements of the Company were prepared in accordance with IFRS as issued by the International Accounting Standards Board, which differ from generally accepted accounting principles in the United States in certain material respects, and thus may not be comparable to financial statements and information of United States companies prepared in accordance with generally accepted accounting principles in the United States. The Purchaser's auditor is required to be independent with respect to the Purchaser within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario. The Company's auditor is required to be independent with respect to the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Company Shareholders subject to United States federal income taxation are advised to consult their tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of Purchaser Shares acquired pursuant to the Arrangement.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that the Company and the Purchaser are organized or incorporated under the Laws of the Province of British Columbia and the Laws of the Province of Ontario, respectively, that certain of the officers and directors of the Company and the Purchaser are residents of countries other than the United States, that most or all of the experts named in this Circular are residents of countries other than the United States, and that substantial portions of the assets of the Purchaser are located outside the United States. As a result, it may be difficult or impossible for Company Shareholders to effect service of process within the United States upon the Company, the Purchaser and their respective officers or directors, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States. In addition, Company Shareholders should not assume that the courts of Canada (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States.

No Intermediary, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.

THE ARRANGEMENT AND THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED ON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources

Technical disclosure regarding the Company and the Purchaser's mineral resources included or incorporated by reference in this Circular (the "Technical Disclosure") has been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of U.S. Securities Laws. In particular, and without limiting the generality of the foregoing, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "inferred mineral resources", "indicated mineral resources," "measured mineral resources" and "mineral resources" used or referenced in the Technical Disclosure, are Canadian mineral disclosure terms as defined in accordance with NI 43‐101 and the CIM — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Definition Standards").

For United States reporting purposes, the SEC adopted amendments to its disclosure rules (the "SEC Modernization Rules") in 2019 to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Exchange Act. The SEC Modernization Rules more closely align the SEC's disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43‐101, and replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. Issuers whose securities are registered with the SEC under the U.S. Exchange Act were required to comply with the SEC Modernization Rules in their first fiscal year beginning on or after January 1, 2021. Mineral reserve and mineral resource information contained in the Technical Disclosure may not be comparable to similar information disclosed by United States companies subject to under U.S. Securities Laws.

As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources." In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be "substantially similar" to the corresponding CIM Definition Standards that are required under NI 43‐101. While the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", United States Company Shareholders should not assume that all or any part of the mineralization in these categories will be converted into a higher category of mineral resources or into mineral reserves without further work and analysis. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, United States Company Shareholders are cautioned not to assume that all or any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable without further work and analysis. Further, "inferred mineral resources" have a greater amount of uncertainty and as to whether they can be mined legally or economically. Therefore, United States Company Shareholders are also cautioned not to assume that all or any part of inferred mineral resources will be upgraded to a higher category without further work and analysis. Under Canadian Securities Laws, estimates of "inferred mineral resources" may not form the basis of feasibility or pre‐feasibility studies, except in rare cases. While the above terms are "substantially similar" to CIM definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43‐101 would be the same had the Company or the Purchaser the Technical Disclosure under the standards adopted under the SEC Modernization Rules or under the prior standards of SEC Industry Guide 7.

Non‐registered Company Shareholders

Only Registered Company Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Company Shareholders are holders whose names appear on the Company Share register and are not held in the name of a brokerage firm, bank or trust company through which they purchased Company Shares. Whether or not you are able to attend the Meeting, Company Shareholders are requested to vote their proxy in accordance with the instructions on the proxy.

Most Company Shareholders are Non‐registered Company Shareholders because the Company Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Company Shares. Company Shares beneficially owned by a Non‐registered Company Shareholder are registered either: (i) in the name of an Intermediary that the Non‐registered Company Shareholder deals with in respect of their Company Shares

There are two kinds of beneficial owners: those who object to their name being made known to the issuers of securities which they own ("OBOs") and those who do not object ("NOBOs"). Issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents, pursuant to NI 54‐101 and issuers can use this NOBO list for distribution of proxy‐related materials directly to NOBOs. The Company has decided to take advantage of those provisions of NI 54‐101 that allow it to directly deliver proxy‐ related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form from the Company's transfer agent, Computershare. These voting instruction forms are to be completed and returned to Computershare in the envelope provided or by facsimile. Computershare will tabulate the results of the voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Company Shares represented by voting instruction forms they receive. Alternatively, NOBOs may vote following the instructions on the voting instruction form, via the internet or by phone. With respect to OBOs, in accordance with applicable securities law requirements, the Company will have distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for distribution to Non‐registered Company Shareholders. Intermediaries are required to forward the Meeting Materials to Non‐registered Company Shareholders unless a Non‐registered Company Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non‐registered Company Shareholders. Generally, Non‐registered Company Shareholders who have not waived the right to receive Meeting Materials will either: be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non‐registered Company Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow; or be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Company Shares beneficially owned by the Non‐registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non‐registered Company Shareholder when submitting the proxy. In this case, the Non‐registered Company Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1. In either case, the purpose of these procedures is to permit Non‐registered Company Shareholders to direct the voting of their Company Shares they beneficially own. "Routine" proposals typically include the ratification of the appointment of the Company's chartered accountant. The approval of the number of directors and the election of directors, on the other hand, are each "non‐ routine" proposals. Should a Non‐registered Company Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non‐ registered Company Shareholder), the Non‐registered Company Shareholder should strike out the persons named in the form of proxy and insert the Non‐registered Company Shareholder or such other person's name in the blank space provided. Company Shares held by an Intermediary can only be voted by the Intermediary (for, withheld or against resolutions) upon the instructions of the Non‐registered Company Shareholder. Without specific instructions, Intermediaries are prohibited from voting Company Shares. In either case, Non‐registered Company Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered. If a Non‐registered Company Shareholder does not specify a choice and the Non‐registered Company Shareholder has appointed one of the management proxyholders as proxyholder, the management proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

Currency

In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to "dollars", "C\$" or "\$" are to Canadian dollars and references to "US\$" are to United States dollars.

Qualified Persons

The technical content of this Circular regarding mineral properties of the Company has been reviewed and approved by James Currie, PEng., a Qualified Person as that term is defined in NI 43‐101. Mr. Currie is the President, CEO and a director of the Company.

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Circular, including in the section entitled "Summary Information Regarding the Arrangement".

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal, expression of interest, or inquiry, whether oral or written, from any person (other than a Party or any of its affiliates) made after the date hereof relating to: (i) any acquisition, sale, lease, long‐term supply agreement or other arrangement having the same economic effect as a sale, direct or indirect, of: (a) the assets of a Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries taken as a whole (based on the most recently filed financial statements on SEDAR); or (b) 20% or more of any voting or equity securities of a Party, or one or more of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries, taken as a whole; (ii) any take‐over bid, tender offer or exchange offer for any class of voting or equity securities of a Party; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a Party or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries, taken as a whole;

"affiliate" has the meaning ascribed to such term in National Instrument 45‐106 – Prospectus Exemptions of the Canadian Securities Administrators";

"allowable capital loss" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Capital Losses";

"Arrangement" means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto in accordance with the Plan of Arrangement or at the direction of the Court in the Final Order with the prior written consent of the Company and Purchaser, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement dated as of May 5, 2023 between the Company and the Purchaser (including the schedules attached thereto), as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

"associate" has the meaning ascribed to such term in the Securities Act;

"ATC" means Aurifera Tres Cruces S.A., an indirect, wholly‐owned subsidiary of the Company;

"ATO Gold Mine" has the meaning ascribed thereto in "Part I — The Arrangement";

"ATO Project" means the Altan Tsagaan Ovoo gold mining project, 100% beneficially and legally owned by Steppe Gold LLC, a wholly‐owned subsidiary of the Purchaser, and located in the Dornod Province in eastern Mongolia;

"ATO Technical Report" has the meaning ascribed thereto in "Appendix G —Information Concerning Steppe Gold Ltd. — Recent Developments";

"BCBCA" means the Business Corporations Act (British Columbia) and the regulations made thereunder, as promulgated or amended from time to time;

"Binding LOI" has the meaning ascribed thereto in "Part I — The Arrangement — Background to the Arrangement";

"Broadridge" means Broadridge Financial Solutions, Inc.;

"Business Day" means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario;

"Canada‐U.S. Treaty" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Dividends on Purchaser Shares";

"Canadian Securities Laws" means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

"Canadian Securities Regulators" means the securities commissions or similar securities regulatory authorities in each of the applicable provinces and territories of Canada;

"CDS" means CDS Clearing and Depositary Services Inc.;

''CEO'' means Chief Executive Officer;

"CFO" means Chief Financial Officer;

"Change in Recommendation" means the circumstances where, prior to the Company having obtained the Company Shareholder Approval, the board of directors of a Party, in a manner adverse to the other Party, fails to recommend or withdraws, amends, modifies, qualifies or fails to reaffirm its recommendation of the Arrangement within five Business Days (and in any case at least two Business Days prior to the Company Meeting) after having been requested in writing by such other Party to do so at least five Business Days prior to the Company Meeting, with the taking of a neutral position or no position with respect to an Acquisition Proposal beyond a period of 10 Business Days (or beyond the date which is two Business Days prior to the Company Meeting, if sooner) being considered an adverse modification;

"CIM" has the meaning ascribed thereto in "Management Information Circular – Technical Information";

"CIM Council" means the governing council of the CIM;

"CIM Definition Standards" has the meaning ascribed thereto in "Management Information Circular — Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources";

"Circular" means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to, among others, the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time;

"commercially reasonable efforts" with respect to any Party means the cooperation of such Party and the use by such Party of its reasonable efforts consistent with reasonable commercial practice without payment or incurrence of any material liability or obligation;

"Company" or "Anacortes" means Anacortes Mining Corp., a corporation organized under the Laws of the Province of British Columbia;

"Company 2021 Equity Incentive Plan" means the omnibus equity incentive plan of Company approved by the Company Shareholders on September 8, 2021;

"Company 2022 Equity Incentive Plan" means the equity incentive plan of Company approved by the Company Shareholders on June 29, 2022;

"Company Annual Financial Statements" means the audited consolidated financial statements of the Company as at, and for the years ended, December 31, 2022 and December 31, 2021 including the notes thereto and the auditor's report thereon;

"Company Annual MD&A" means the management's discussion and analysis of operations and financial condition of the Company for the fiscal years ended December 31, 2022 and December 31 2021;

"Company Arrangement Resolution" means the special resolution of the Company Shareholders approving the Arrangement to be considered at the Company Meeting, substantially in the form and content of Appendix A to this Circular;

"Company Benefit Plans" means all employee benefit, health, welfare, dental, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, disability, life insurance, pension or retirement plans, group registered retirement savings and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, registered or unregistered, insured or self‐insured which are sponsored, administered or maintained by or contributed to or required to be contributed to by, or which are otherwise binding upon, the Company or any of its subsidiaries or in respect of which the Company or any of its subsidiaries has any actual or potential liability;

"Company Board" means the board of directors of the Company as the same is constituted from time to time;

"Company Convertible Securities" means the Company Options and the Company Warrants;

"Company Disclosure Letter" means the disclosure letter executed by the Company and delivered to Purchaser in connection with the execution of the Arrangement Agreement;

"Company DSU" means a deferred share unit issued pursuant to the Company 2021 Equity Incentive Plan or the Company 2022 Equity Incentive Plan, as applicable;

"Company Equity Incentive Plans" means together, the Company 2021 Equity Incentive Plan and the Company 2022 Equity Incentive Plan;

"Company Management Termination Payments" means the payments payable to certain executives of the Company whose employment will be terminated upon the Arrangement becoming effective, as set forth in the Company Disclosure Letter;

"Company Meeting" means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Company Arrangement Resolution;

"Company Option Holders" means the holders of the Company Options;

"Company Options" means options granted by the Company to purchase the Company Shares pursuant to the Company Equity Incentive Plans;

"Company PSU" means a performance share unit issued pursuant to the Company 2021 Equity Incentive Plan or the Company 2022 Equity Incentive Plan, as applicable;

"Company Public Disclosure Record" means all documents and information required to be filed or furnished, as applicable, by the Company under applicable Securities Laws on SEDAR, during the three years prior to the date hereof;

"Company RSU" means a restricted share unit issued pursuant to the Company 2021 Equity Incentive Plan or the Company 2022 Equity Incentive Plan, as applicable;

"Company Securityholders" means the Company Shareholders and Company Warrant Holders;

"Company Senior Management" means the Company's President and CEO, CFO, and Corporate Secretary;

"Company Shareholder Approval" means the approval of the Company Arrangement Resolution at least (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company, in accordance with MI 61‐101;

"Company Shareholders" means the holders of the Company Shares;

"Company Shares" means the common shares without par value in the capital of the Company;

"Company Support Agreements" means the voting agreements (including all amendments thereto) among the Purchaser, the Company and certain Company Shareholders setting forth the terms and conditions upon which such Company Shareholders agree to vote their Company Shares in favour of the Company Arrangement Resolution;

"Company Warrant Holders" means the holders of the Company Warrants;

"Company Warrant Indenture" means the warrant indenture dated as of July 21, 2021 entered into between the Company and Computershare Trust Company of Canada;

"Company Warrants" means, collectively the following warrants of the Company: (i) 1,744,500 warrants, each entitling the holder thereof to purchase one Company Share at an exercise price of \$0.52 per Company Share, expiring on August 8, 2023 (the "August Warrants"); (ii) 4,591,354 warrants, each entitling the holder thereof to purchase one Company Share at an exercise price of \$3.30 per Company Share, expiring on July 21, 2023 that are subject to the Company Warrant Indenture (the "July Warrants"); (iii) 550,668 broker compensation options, each entitling the holder thereof to purchase one Company Share at an exercise price of \$2.40 per Company Share, expiring on October 6, 2023 (the "October \$2.40 Warrants"); and (iv) 354,166 warrants, each entitling the holder thereof to purchase one Company Share at an exercise price of \$3.30 per Company Share, expiring on October 6, 2023 (the "October \$3.30 Warrants");

"Computershare" means Computershare Investor Services Inc., in its capacity as the registrar and transfer agent of the Company Shares;

"Concession" means any mining concession, contract, agreement, claim, lease, licence, permit or other right to explore for, exploit, develop, mine or produce minerals or any interest therein which a Party or any of its subsidiaries owns or has a right or option to acquire or use;

"Confidentiality Agreement" means the form of confidentiality agreement in form and substance acceptable to the Company, the Purchaser and their respective counsel, each acting reasonably;

"Consideration" means the consideration to be received by each Company Shareholder (other than a Dissenting Company Shareholder) pursuant to the Plan of Arrangement in consideration for Company Shares held by each Company Shareholder of 0.4532 of a Purchaser Share in exchange for each Company Share;

"Consideration Shares" means the Purchaser Shares to be issued to the Company Shareholders pursuant to the Arrangement at the Exchange Ratio;

"Contract" means any contract, agreement, license, franchise, lease, arrangement or other right or obligation to which the Company or the Purchaser or any of their respective subsidiaries is a party or by which the Company or the Purchaser or any of their respective subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

"Corundum" means Corundum Geo LLC, a company incorporated under the Laws of Mongolia;

"Court" means the Supreme Court of British Columbia, or other court as applicable;

"COVID 19" means the coronavirus disease 2019 (commonly referred to as COVID 19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS CoV‐2)) and/or any other virus or disease developing from or arising as a result of SARS CoV‐2 and/or COVID 19;

"CRA" means the Canada Revenue Agency;

"Currie Employment Agreement" has the meaning ascribed thereto in "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions";

"De Minimis Exclusion" has the meaning ascribed thereto in "Part I — The Arrangement — Securities Law Matters – Canada";

"Depositaries" means the Share Depositary and the Warrant Depositary;

"Dissent Procedures" means the dissent procedures set out in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, as described under "Part I — The Arrangement — Right to Dissent";

"Dissent Rights" has the meaning ascribed thereto in the Plan of Arrangement;

"Dissenting Company Shareholder" means a Registered Company Shareholder who (i) has duly and validly exercised their Dissent Rights in strict compliance with the dissent procedures set out in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

"Dissenting Company Shares" means Company Shares held by a Dissenting Company Shareholder and in respect of which the Dissenting Company Shareholder has duly and validly exercised Dissent Rights;

"DRS" means Direct Registration System;

"DRS Advice" means a direct registration statement advice, evidencing the securities held by a Company Shareholder in book‐based form in lieu of a physical certificate;

"DTC" means the Depository Trust Company;

"Effective Date" means the date upon which all of the conditions to completion of the Arrangement as set forth in the Arrangement Agreement have been satisfied or waived and all documents agreed to be delivered hereunder have been delivered to the satisfaction of the Parties hereto, acting reasonably or such other date that the Parties agree in writing;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date that the Parties agree in writing;

"Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program, a member of the Stock Exchanges Medallion Program or a member of the New York Stock Exchange, Inc. Medallion Signature Program. Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States;

"Exchange Ratio" means 0.4532 of a Purchaser Share per Company Share;

"Executive Employees" has the meaning ascribed thereto in "Part I — The Arrangement —Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions";

"Executive Employment Agreements" has the meaning ascribed thereto in "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions";

"Extension Letter Agreement" has the meaning ascribed thereto in "Part I — The Arrangement — Background to the Arrangement";

"Final Order" means the final order of the Court pursuant to section 291 of the BCBCA, approving the Arrangement, in form and substance acceptable to the Company and Purchaser (each, acting reasonably), after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and Purchaser, each acting reasonably) on appeal;

"Financial Advisory Services" has the meaning ascribed thereto in "Part I – The Arrangement – Expenses of the Arrangement";

"Finder" means Leede Jones Gable Inc.;

"Finder's Fee" has the meaning ascribed thereto in "Part I – The Arrangement – Expenses of the Arrangement";

"Finder's Fee Agreement" has the meaning ascribed thereto in "Part I – The Arrangement – Expenses of the Arrangement";

"Former Company Shareholders" means the Company Shareholders immediately prior to the Effective Time (including, for greater certainty, Company Shareholders whose Company Shares shall settle at the Effective Time for Company Shares in accordance with the Plan of Arrangement);

"Governmental Entity" means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, bureau, board or authority of any of the foregoing; (c) any quasi‐governmental or private body, including any tribunal, commission, regulatory agency or self‐regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including the TSX and the TSXV;

"holder", when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of the Company in respect of such securities;

"Holder" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations";

"IFRS" means, at the relevant time, the International Financial Reporting Standards as issued by the International Accounting Standards Board, prepared on a consistent basis;

"In‐the‐Money Option" means each Company Option that has not expired at the Effective Time, with an exercise price per Company Share less than \$0.48 (which is the deemed value of the consideration being received by Company Shareholders for each Company Share exchanged in the Plan of Arrangement, based on the closing prices of the Company Shares on the TSX Venture Exchange and the Purchaser Shares on the Toronto Stock Exchange, each as of the close of trading on March 3, 2023);

"Independent Committee Exclusion" has the meaning ascribed thereto in "Part I — The Arrangement — Securities Law Matters – Canada";

"informed person" has the meaning ascribed thereto in "Part IV – Other Information – Interest of Informed Persons in Material Transactions";

"Interim Order" means the interim order of the Court, to be issued following the application therefor contemplated in the Arrangement Agreement, in form and substance acceptable to the Company and Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the Company and Purchaser, each acting reasonably;

"Intermediary'' includes a broker, investment dealer, bank, trust company, nominee or other intermediary;

"Investment Canada Act" means the Investment Canada Act;

"Key Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an order prohibiting closing being made) of Governmental Entities as set out in Schedule C of the Arrangement Agreement;

"Key Third Party Consents" means those consents and approvals required from a third party to proceed with the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, as set out in the Purchaser Disclosure Letter and the Company Disclosure Letter, as applicable;

"Law" or "Laws" means all laws (including common law), by‐laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self‐regulatory authority, and the term "applicable" with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such person(s) or its business, undertaking, property or securities and emanate from a person having jurisdiction over the person(s) or its or their business, undertaking, property or securities;

"Lee Employment Agreement" has the meaning ascribed thereto in "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions";

"Letter of Transmittal" means the letter of transmittal to be delivered by the Company to the Company Shareholders or Company Warrant Holders, as applicable, providing for the delivery of Company Shares or the Company Warrants to the Depositaries, as applicable;

"Liens" means any pledge, claim, lien, charge, option, hypothec, mortgage, deed of trust, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"LOI" has the meaning ascribed thereto in "Part I — The Arrangement — Background to the Arrangement";

"Material Adverse Effect" means, in respect of any Party (the "Subject Party"), any change, effect, event or occurrence that either individually or in the aggregate with other such changes, effects, events or occurrences, is material and adverse to the business, operations, results of operations, prospects, assets, properties, condition (financial or otherwise) or liabilities of that person and its subsidiaries, on a consolidated basis, except any change, effect, event or occurrence resulting from or relating to:

(a) changes, developments or conditions in or relating to general international, Peruvian, Mongolian or Canadian political (including any outbreak of hostilities or war or acts of terrorism or any escalation), economic, financial, banking, currency exchange or capital market conditions;
(b) any change or proposed change in any Laws or the interpretation, application or non‐ application of any Laws by any Governmental Entity;
(c) changes or developments affecting the global mining or gold mining industry in general;
(d) any changes in the price of gold;
(e) any generally applicable changes in IFRS as incorporated in the CPA Canada Handbook;
(f) any hurricane, flood, tornado, earthquake or other natural disaster, man‐made disaster or comparable event;
(g) the commencement or continuation of any epidemic, pandemic, disease outbreak (including COVID‐19), other outbreak of illness, health crisis or public health event including the escalation or worsening thereof;
(h) any action taken (or omitted to be taken) by the Subject Party or any of its subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or applicable Law;
(i) any action taken (or omitted to be taken) by a Party or any of its subsidiaries which is expressly consented to by the other Party in writing;
(j) a change in the market price or trading volume of the Company Shares or Purchaser Shares (provided that the underlying cause of any such change may be taken into account in determining whether there has been a Material Adverse Effect);
(k) a change attributable to the execution, announcement, pendency or performance of the transactions contemplated by the Arrangement Agreement (including, without limitation: any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Subject Party or any of its subsidiaries with any of the Subject Party's current or prospective shareholders; and any litigation relating to or resulting from the Arrangement Agreement or the transactions contemplated thereby);
(l) a change relating to exchange rates; or
(m) any failure by the Subject Party or any of its subsidiaries to meet any public estimates or expectations regarding its revenues, earnings or other financial performance or results of

operations (provided that the underlying cause of any such change may be taken into account in determining whether there has been a Material Adverse Effect);

provided, however, that each of clauses (a) through (g) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Company (and its subsidiaries, taken as a whole) or the Purchaser (and its subsidiaries, taken as a whole) or disproportionately adversely affect the Company (and its subsidiaries, taken as a whole) or the Purchaser (and its subsidiaries, taken as a whole) in comparison to other persons of a similar size who operate in the gold mining industry;

"Material Contract" means, in respect of any person, any Contract to which such person or one or more of its subsidiaries is party: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on such person; (ii) under which such person or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than Ordinary Course endorsements for collection) in excess of \$0.5 million in the aggregate with respect to the Company and \$5 million in the aggregate with respect to the Purchaser; (iii) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of \$0.5 million with respect to the Company and \$5 million with respect to the Purchaser; (iv) providing for the establishment, organization or formation of any joint venture that is material to it; (v) under which such person or any of its subsidiaries is obligated to make or expects to receive payments in excess of \$0.5 million with respect to the Company and \$5 million with respect to the Purchaser, over the remaining term of the contract; (vi) that limits or restricts such person or any of its subsidiaries from engaging in any line of business or any geographic area in any material respect; or (vii) that is otherwise material to such person and its subsidiaries, considered as a whole; and, for greater certainty, with respect to the Company, includes the Material Contracts listed in Schedule 3.1(u) of the Company Disclosure Letter and, with respect to the Purchaser, includes the Material Contracts listed in Schedule 4.1(t) of the Purchaser Disclosure Letter;

"material fact" has the meaning attributed to such term under the Securities Act;

"Medalist" means Medalist Capital Inc.;

"Meeting Materials" means with respect to the Company Meeting, the Notice of Meeting, Circular, form of proxy or voting instruction form and the supplemental mailing list request card;

"MI 61‐101" means Multilateral Instrument 61‐101 — Protection of Minority Security Holders in Special Transactions;

"misrepresentation" has the meaning attributed to such term under the Securities Act;

"New Oroperu" means New Oroperu Resources Inc.;

"New Oroperu Arrangement" has the meaning ascribed thereto in "Appendix F – Information Concerning Anacortes Mining Corp. – Recent Developments";

"NI 43‐101" means National Instrument 43‐101 ‐ Standards of Disclosure for Mineral Projects;

"NI 54‐101" means National Instrument 54‐101 ‐ Communication with Beneficial Owners of Securities of a Reporting Issuer;

"NOBO" means a Company Shareholder who is a non‐objecting beneficial owner of Company Shares;

"Non‐registered Company Shareholders" means Company Shareholders that do not hold their Company Shares in their own name and whose Company Shares are held through an Intermediary;

"Non‐Resident Dissenting Holder" has the meaning ascribed thereto in "Part I — The Arrangement— Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Dissenting Holders Not Resident in Canada";

"Non‐Resident Holder" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada";

"Notice of Dissent" has the meaning ascribed thereto in "Part I — The Arrangement — Right to Dissent";

"Notice of Hearing of Petition" means the Notice of Hearing of Petition attached as Appendix C to this Circular;

"Notice of Special Meeting" means the Notice of Special Meeting of Company Shareholders, which accompanies this Circular;

"Notice Shares" has the meaning ascribed thereto in "Part I — The Arrangement — Right to Dissent";

"OBCA" means the Business Corporations Act (Ontario), and the regulations promulgated thereunder;

"OBO" means a Company Shareholder who is an objecting beneficial owner of Company Shares;

"Ordinary Course" or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day‐to‐day business and operations of such person;

"OTCQX" means the OTCQX® Best Market in the United States;

"Out‐of‐the‐Money Option" means each Company Option other than an In‐the‐Money Option;

"Outside Date" means June 30, 2023, or such later date as may be agreed to in writing by the Parties;

"Parties" means the Company and the Purchaser, and "Party" means any one of them;

"Permit" means any lease, license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of or from any Governmental Entity;

"person" includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

"Plan Holder" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Eligibility for Investment by Registered Plans";

‐ 37 ‐

"Plan of Arrangement" means the plan of arrangement substantially in the form and content set out in Appendix D to this Circular, as amended, modified or supplemented from time to time in accordance with the Arrangement Agreement and the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

"Pre‐Acquisition Reorganization" has the meaning ascribed to such term in the Arrangement Agreement;

"Private Placement" has the meaning ascribed thereto in "Appendix G —Information Concerning Steppe Gold Ltd. — Recent Developments";

"Proceeding" means any court, administrative, regulatory or similar proceeding (whether civil, quasi‐ criminal or criminal), arbitration or other dispute settlement procedure, formal (or, to the Company's knowledge, informal) investigation or inquiry before or by any Governmental Entity, or any material claim, action, suit, demand, arbitration, charge, indictment, hearing, demand letter or other similar civil, quasi‐ criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever;

"Proposed Amendments" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations";

"Proposed Transaction" has the meaning ascribed thereto in "Part I — The Arrangement — Background to the Arrangement";

"Purchaser" or "Steppe" means Steppe Gold Ltd., a corporation organized under the Laws of the Province of Ontario;

"Purchaser AIF" means the annual information form of the Purchaser for the year ended December 31, 2022 dated March 31, 2023, which is incorporated by reference in this Circular;

"Purchaser Annual Financial Statements" means the audited consolidated financial statements of the Purchaser as at, and for the years ended, December 31, 2022 and December 31, 2021 including the notes thereto and the auditor's report thereon;

"Purchaser Annual MD&A" means the management's discussion and analysis of financial condition and results of operations of the Purchaser for the year ended December 31, 2022;

"Purchaser Board" means the board of directors of the Purchaser;

"Purchaser Disclosure Letter" means the disclosure letter dated May 5, 2023 regarding the Arrangement Agreement that was executed by the Purchaser and delivered to the Company concurrently with the execution of the Arrangement Agreement;

"Purchaser Private Placement" means the non‐brokered private placement whereby the Purchaser issued the Purchaser Private Placement Shares on May 11, 2023;

"Purchaser Private Placement Shares" means the 11,000,000 Purchaser Shares issued in the Purchaser Private Placement;

"Purchaser Shareholder" means a holder of one or more Purchaser Shares;

"Qualified Person" shall have the meaning ascribed to such term in NI 43‐101;

"Receiving Party" has the meaning ascribed thereto in "Part I – The Arrangement – The Arrangement Agreement ‐ Right to Match";

"Record Date" means May 10, 2023;

"Registered Company Shareholder" means the person whose name appears on the register of the Company as the owner of Company Shares;

"Registered Company Warrant Holder" means the person whose name appears on the registrar of the Company as the owner of the Company Warrants;

"Registered Plan" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Eligibility for Investment by Registered Plans";

"Regulation S" means Regulation S under the U.S. Securities Act;

"Representatives" means, collectively, with respect to a Party, that Party's officers, directors, employees, consultants, advisors, agents or other representatives (including lawyers, accountants, investment bankers and financial advisors);

"Resident Dissenting Holder" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dissenting Holders Resident in Canada";

"Resident Holder" has the meaning ascribed thereto in "Part I — The Arrangement— Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada";

"Responding Party" has the meaning ascribed thereto in "Part I — The Arrangement — The Arrangement Agreement ‐ Right to Match";

"Response Period" has the meaning ascribed to such term in has the meaning ascribed thereto in "Part I — The Arrangement —Right to Match";

"Response to Petition" has the meaning ascribed thereto in "Summary Information Regarding the Arrangement — Court Approvals";

"Returns" means all reports, forms, disclosures, elections, information statements and returns (whether in tangible, electronic or other form) including any amendments, schedules, attachments, supplements, appendices and exhibits thereto relating to, or required to be filed or prepared in connection with any Taxes;

"Rule 144" means Rule 144 under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"SEC Modernization Rules" has the meaning ascribed thereto in "Management Information Circular — Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources";

"Section 3(a)(10) Exemption" has the meaning ascribed thereto in "Management Information Circular — Cautionary Notice Regarding Forward‐Looking Statements and Information";

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Securities Laws" means the Securities Act, together with all other applicable provincial and territorial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

"SEDAR" means the System for Electronic Document Analysis and Retrieval described in National Instrument 13‐101 – System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators and available for public view at www.sedar.com;

"Share Consideration" means the Purchaser Shares to be issued to the Company Shareholders pursuant to the Arrangement at a rate of 0.4532 of a Purchaser Share in exchange for each Company Share;

"Share Depositary" means TSX Trust Company, for the purpose of, among other things, exchanging certificates representing Company Shares for certificates representing Consideration Shares in connection with the Arrangement;

"Share Exchange" has the meaning ascribed thereto in "Part I — The Arrangement— Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Exchange of Company Shares for Purchaser Shares";

"Special Committee" means the special committee established by the Company Board in connection with the transaction contemplated by the Arrangement Agreement;

"Steppe BVI" means Steppe Investments Limited, a company incorporated under the Laws of the British Virgin Islands;

"Steppe Gold" means Steppe Gold LLC, a company incorporated under the Laws of Mongolia;

"Steppe Q3 Interim Financial Statements" has the meaning ascribed thereto in "Appendix G — Documents Incorporated by Reference";

"Steppe Q3 Interim MD&A" has the meaning ascribed thereto in "Appendix G — Documents Incorporated by Reference";

"Steppe West" means Steppe West LLC, a company incorporated under the laws of Mongolia;

"Stifel GMP" means Stifel Nicolaus Canada Inc., financial advisor to the Company Board;

"Stifel GMP Fairness Opinion" means the opinion of Stifel GMP dated May 5, 2023, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Securityholders;

"Subject Securities" has the meaning ascribed thereto in "Part I — The Arrangement — Support Agreements";

"subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary;

"Superior Proposal" means any bona fide, unsolicited, written Acquisition Proposal made by a third party after the date of the Arrangement Agreement that relates to the acquisition of 100% of the outstanding voting shares of a Party (the "Target") (other than voting shares of the Target owned by the person making the Superior Proposal) or all or substantially all of the consolidated assets of the Target and its subsidiaries, taken as a whole; and

(a) that complies with applicable Laws and did not result from or involve a breach of the Arrangement Agreement;
(b) that is not subject to a financing condition and in respect of which any funds or other consideration necessary to complete such Acquisition Proposal have been demonstrated to the satisfaction of the Target's board of directors, acting in good faith (after consultation with its financial advisor(s) and outside legal counsel), to have been obtained or are reasonably likely to be obtained to fund completion of such Acquisition Proposal at the time and on the basis set out therein;
(c) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the person making such proposal;
(d) that, in the case of an Acquisition Proposal to acquire 100% of the outstanding voting shares of the Target (other than voting shares of the Target owned by the person making the Superior Proposal), is made available to all shareholders of the Target on the same terms and conditions;
(e) that is not subject to a due diligence condition; and
(f) in respect of which the Target's board of directors determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, that having regard for all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non‐completion), result in a transaction more favourable to the holders of its voting shares from a financial point of view than the Arrangement;

"Supporting Company Shareholders" has the meaning ascribed thereto in "Part I — The Arrangement — Support Agreements";

"Tax" or "Taxes" means any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

"taxable capital gain" has the meaning ascribed thereto in "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Capital Losses";

"Technical Disclosure" has the meaning ascribed thereto in "Management Information Circular — Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources";

"Termination Compensation" has the meaning ascribed thereto in "Part I – The Arrangement – Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions";

"Termination Fee" means the amount of \$1.1M;

"Transfer" has the meaning ascribed thereto in "Part I — The Arrangement — Support Agreements";

"Tres Cruces Project" means the gold exploration project 100% beneficially and legally owned by ATC and consisting of four Concessions located within the Department of La Libertad in north‐central Peru, as more fully described in the Company Public Disclosure Record;

"Trinity" means Trinity Advisors Corporation;

"TSX" means the Toronto Stock Exchange;

"TSXV" means the TSX Venture Exchange;

"UK Project" means the exploration stage mineral property 100% beneficially and legally owned by the Purchaser, comprised of one exploration licence and located in the Bayankhongor Province in Mongolia;

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"United States Company Shareholders" means Company Shareholders who are residents or citizens of the United States;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Laws" means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended;

"VIF" means a voting instruction form;

"Warrant Consideration" means, with reference to the Company Warrants as defined herein, \$0.018601 per August Warrant, \$0.001 per July Warrant, \$0.001 per October \$2.40 Warrant and \$0.001 per October \$3.30 Warrant; and

"Warrant Depositary" means Computershare Investor Services Inc., for the purpose of, among other things, paying the Warrant Consideration to the Company Warrant Holders in connection with the Arrangement.

SUMMARY INFORMATION REGARDING THE ARRANGEMENT

The following is a summary of certain information regarding the Arrangement contained elsewhere in this Circular, including the Appendices hereto, and is qualified in its entirety by reference to the more detailed information contained or referred to elsewhere in this Circular or in the Appendices hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the "Glossary of Terms".

The Company Meeting

The Company Meeting will be held at Suite 900 – 885 West Georgia Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on June 19, 2023 for the purposes indicated in the Notice of Special Meeting of Company Shareholders. At the Company Meeting, the Company Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, the Company Arrangement Resolution.

Recommendation of the Special Committee and the Company Board

The Special Committee, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement, and taking into account other factors including the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board", unanimously recommended that the Company Board approve the Arrangement Agreement and the Arrangement.

The Company Board, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account other factors including the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board', unanimously determined that the Arrangement is in the best interests of the Company. Accordingly, the Company Board unanimously recommends that the Company Shareholders vote FOR the Company Arrangement Resolution.

See "Part I — The Arrangement — Recommendation of the Special Committee and the Company Board".

Reasons for Recommendation of the Special Committee and the Company Board

The Special Committee and the Company Board consulted with management of the Company and legal and financial advisors in evaluating the Arrangement and, in reaching their respective conclusions and formulating their unanimous recommendations, reviewed a significant amount of information and considered a number of factors, including the following, among others:

Under the terms of the Arrangement Agreement, Company Shareholders will receive 0.4532 of a Purchaser Share for each Company Share, which represents consideration of approximately \$0.48 per Company Share and a premium of 36% based on the closing prices of the Company Shares on the TSXV and the Purchaser Shares on the TSX, each as of the close of trading on March 3, 2023.
Current Company Shareholders and holders of Company Options will maintain exposure to the Tres Cruces Project, and gain exposure to the Purchaser's properties, including the ATO Project and the UK Project. Current Company Shareholders will hold approximately 18.7% of the issued

and outstanding shares of the Combined Company upon completion of the Arrangement, based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of this Circular (including the Purchaser Shares issued in the Purchaser Private Placement).

The liquidity position and combined cash position of the Combined Company will support funding of the ATO Project, the UK Project, and the Tres Cruces Project.
The Arrangement provides for meaningful retained ownership in the Combined Company and ongoing exposure to near‐term value catalysts, including the Phase 2 expansion at the ATO Project and the future advancement and construction of the Tres Cruces Project. The Special Committee and the Company Board believe it to be an opportune time to transact given the impending Phase 2 expansion at the ATO Gold Mine, which is expected to increase annual production to approximately 100,000 of gold equivalent oz.
The Arrangement will provide for participation in an established, low cost and growing producer with increased access to capital.
The risks and potential rewards associated with the Company continuing to execute its business and strategic plan as an independent entity, as an alternative to the Arrangement, and that the Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with the Company on a standalone basis, as a result of the Combined Company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity, enhanced access to capital over the long term, the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.
Upon completion of the Arrangement, the Combined Company will have a broader shareholder base, expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal.
The impact of the Arrangement on all stakeholders in the Company, including Company Shareholders, employees, and local communities and governments, as well as the environment and the long‐term interests of the Company.
The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with the Purchaser that was undertaken by the Company with the assistance of legal and financial advisors and with the oversight and participation of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee and the Company Board.
The Stifel Fairness Opinion delivered to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications set forth in the Stifel Fairness Opinion, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Securityholders.
Current industry, economic and market conditions and trends and its expectations of the future prospects in gold exploration and the mining sector and potential for further consolidation and

acquisitions, as well as information concerning the business, operations, assets, financial performance and condition, and prospects of the Company, including the lack of strategic alternatives to the Arrangement.

The Arrangement is structured in a way so that Company Shareholders will generally be entitled to an automatic tax deferral for Canadian federal income tax purposes on the exchange of their Company Shares for Purchaser Shares pursuant to the Arrangement.
Based on the discussions that took place between the management of the Company and the Purchaser, it is the Special Committee and the Company Board's belief that the Purchaser will support the Company's continued engagement with the local community and governments and work towards maintaining positive and mutually beneficial relationships with all constituencies.
The Company's due diligence review and investigations of the Purchaser.
The Company Arrangement Resolution must be approved by at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, President, CEO and a director of the Company in accordance with MI 61‐101. See "Part I — The Arrangement — Securities Law Matters — Canada".
The Arrangement must be approved by the Court, which will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement to the Company Shareholders.
The terms of the Arrangement provide that Registered Company Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if properly exercised, receive fair value for their Company Shares.

The Special Committee and Company Board also considered a number of other factors and risks relating to the Arrangement including:

The risk that expected benefits to the Combined Company are not realized.
The risk that changes in Law or regulation could adversely impact the expected benefits of the Arrangement to the Company, Company Shareholders and other stakeholders.
The risk that the Purchaser Shares to be issued as consideration are based on a fixed exchange ratio and in certain circumstances will not be adjusted based on fluctuations in the market value of Company Shares or Purchaser Shares.
The risk that the Arrangement may not be completed despite the Parties' efforts or that completion of the Arrangement may be unduly delayed, even if Company Shareholder Approval is obtained, including the possibility that other conditions to the Parties' obligations to complete the Arrangement may not be satisfied, and the potential resulting negative impact this could have upon the Company's business.
The limitations contained in the Arrangement Agreement on the Company's ability to solicit additional interest from third parties, given the nature of the deal protections and "fiduciary out" in the Arrangement Agreement, as well as the fact that if the Arrangement Agreement is terminated under certain circumstances, the Company will be required to pay the Termination Fee to the Purchaser.
The fact that if the Arrangement Agreement is terminated and the Company Board decides to seek another transaction or business combination, it may be unable to find a party willing to pay greater or equivalent value compared to the Consideration payable to the Company Shareholders under the Arrangement.
The fact that the Company has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

The Special Committee and the Company Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the headings "Part I — The Arrangement — Risk Factors Related to the Arrangement" and "Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company". The Special Committee and the Company Board believed that overall, the anticipated benefits of the Arrangement to the Company outweighed these risks and negative factors.

The information and factors described above and considered by the Special Committee and the Company Board in reaching its determinations are not intended to be exhaustive but include material factors considered by the Special Committee and the Company Board. In view of the wide variety of factors considered in connection with the evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Company Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Special Committee and the Company Board may have given different weight to different factors.

See "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board".

Opinion of Stifel GMP

The Special Committee engaged Stifel GMP to act as a financial advisor in connection with the Arrangement. In connection with Stifel GMP's engagement, Stifel GMP was requested to provide the Special Committee with an opinion as to the fairness to the Company Securityholders, from a financial point of view, of the Consideration to be received by Company Securityholders pursuant to the Arrangement. The Stifel GMP Fairness Opinion states that, based upon and subject to the assumptions, limitations and qualifications set forth therein, Stifel GMP is of the opinion that, as of May 5, 2023, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Securityholders. The Stifel GMP Fairness Opinion is subject to the assumptions, limitations and qualifications contained therein and should be read in its entirety.

The full text of the Stifel GMP Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Stifel GMP Fairness Opinion, is attached as Appendix E to this Circular. Company Shareholders are urged to, and should, read the Stifel GMP Fairness Opinion in its entirety. The summary of the Stifel GMP Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Stifel GMP Fairness Opinion. The Stifel GMP Fairness Opinion is not a recommendation as to whether or not Company Shareholders should vote for the Company Arrangement Resolution. See "Part I — The Arrangement —Stifel GMP Fairness Opinion" and Appendix E "Stifel GMP Nicolaus Canada Inc. Fairness Opinion".

Effect of the Arrangement

Effect on Company Shares

If completed, the Arrangement will result in the issuance, at the Effective Time, of 0.4532 of a Purchaser Share for each Company Share held by Company Shareholders at the Effective Time. As at the close of business on May 10, 2023, there were 42,582,118 Company Shares outstanding (on a non‐diluted basis) and 72,535,634 Purchase Shares outstanding (on a non‐diluted basis). If completed, the Arrangement will result in the Purchaser becoming the owner of all of the Company Shares on the Effective Date and the Company will become a wholly‐owned subsidiary of the Purchaser. Subsequent to the Record Date, the Purchaser closed the Purchaser Private Placement and issued the 11,000,000 Purchaser Private Placement Shares resulting in 83,535,634 Purchaser Shares outstanding (on a non‐diluted basis) as of the date of this Circular.

Assuming that there are no Dissenting Company Shareholders, no Company Shares are issued pursuant to the exercise of Company Options or Company Warrants prior to the Effective Time and there is no change to the number of Purchaser Shares issued and outstanding between the date of this Circular and immediately prior to the Effective Time, there will be, immediately following the completion of the Arrangement, approximately 103,899,387 Purchaser Shares issued and outstanding. Immediately following completion of the Arrangement: (i) Former Company Shareholders are expected to hold approximately 19,298,216 Purchaser Shares, representing approximately 18.6% of the issued and outstanding Purchaser Shares; (ii) former Company Option Holders are expected to hold approximately 140,883 Purchaser Shares, representing approximately 0.14% of the issued and outstanding Purchaser Shares; and (iii) existing Purchaser Shareholders (including those holders issued Purchaser Private Placement Shares) are expected to hold approximately 83,535,634 Purchaser Shares, representing approximately 80.4% of the issued and outstanding Purchaser Shares, in each case on a non‐diluted basis based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of this Circular.

See "Part I — The Arrangement — Effect of the Arrangement — Effect on Company Shares", "Part I — The Arrangement — Details of the Arrangement — Arrangement Steps" and "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations".

Effect on Company Convertible Securities

On May 5, 2023, each Company Option Holder entered into an Option Cancellation and Exercise Agreement with the Company, whereby each Company Option Holder agreed that, immediately prior to the Effective Time, all of the Company Option Holder's In‐the‐Money Options, if any, will be exercised on a cashless basis for Company Shares and exchanged for Purchaser Shares at the Exchange Ratio; and all of the Company Option Holder's Out‐of‐the‐Money Options, if any, will be terminated.

Pursuant to the terms of the Arrangement Agreement, if the Company Arrangement Resolution is approved at the Company Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, then, as at the Effective Time:

each Company Warrant that is outstanding immediately prior to the Effective Time, shall, without any further action on behalf of such Company Warrant Holder, be deemed to be cancelled in exchange for the applicable Warrant Consideration. All Company Warrants issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the holder thereof shall thereafter have only the right to receive the Warrant Consideration to which such holder is entitled;
each In‐the‐Money Option that is outstanding immediately prior to the Effective Time, shall: (i) in respect of the vested portion of such option, without any further action on behalf of any holder of such In‐the‐Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued the Option Shares (as defined in the Plan of Arrangement) relating to such In‐the‐Money Option as fully‐paid and non‐assessable Company Shares and the holder of such In‐the‐Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares, and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such unvested portion of the applicable option;
each Out‐of‐the‐Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), shall, without any further action on behalf of any holder of such Out‐of‐the‐Money Option, be cancelled without payment to any holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such Out‐of‐the‐Money Option.

See "Part I — The Arrangement — Effect of the Arrangement — Effect on Company Warrants and Company Options".

Details of the Arrangement

General

On May 5, 2023, the Purchaser and the Company entered into the Arrangement Agreement pursuant to which, among other things, the Purchaser will acquire all of the outstanding Company Shares. The Arrangement will be effected pursuant to a court‐approved Plan of Arrangement under the BCBCA. The Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption thereof with respect to the issuance of the Consideration Shares pursuant to the Arrangement.

If completed, the Arrangement will result in the Purchaser acquiring all of the issued and outstanding Company Shares on the Effective Date and the Company will become a wholly‐owned subsidiary of the Purchaser. Pursuant to the Plan of Arrangement, at the Effective Time, Company Shareholders (excluding Dissenting Company Shareholders) will receive 0.4532 of a Purchaser Share for each Company Share held at the Effective Time. All Out‐of‐the‐Money Options and unvested In‐the‐Money Options will be cancelled at the Effective Time. At the Effective Time, each vested In‐the‐Money Option will be deemed to be exercised for Company Shares and issued on a cashless basis and immediately thereafter, the Company Shares will be exchanged for Purchaser Shares at the Exchange Ratio. At the Effective Time, each Company Warrant will be cancelled in exchange for the Warrant Consideration, an amount of cash that is equal to the aggregate value of the specific tranche of Company Warrants as determined by the Black‐Scholes valuation method, with a minimum floor price of \$0.001 per Company Warrant.

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning the Combined Company Following Completion of the Arrangement".

Arrangement Steps

If the Company Arrangement Resolution is approved at the Company Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, the Arrangement will take effect as at the Effective Time.

The Arrangement involves a number of steps, which will be deemed to occur sequentially commencing at the Effective Time without any further authorization, act or formality of or by the Company, the Purchaser or any other person, except as expressly provided in the Plan of Arrangement. See "Part I — The Arrangement — Details of the Arrangement — Arrangement Steps". The full text of the Plan of Arrangement is attached as Appendix D to this Circular.

Support Agreements

Pursuant to the Arrangement Agreement, all of the officers and directors of the Company have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Company Shares for the Company Arrangement Resolution. The holdings represented by such voting support agreements represent, in aggregate, approximately 22% of the outstanding Company Shares as of May 10, 2023.

On May 2, 2023, the TSX advised the Purchaser that Purchaser Shareholder approval of the Arrangement would not be required by the TSX in connection with the Arrangement.

See "Part I — The Arrangement — Support Agreements".

Approval of Company Shareholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Company Arrangement Resolution shall be at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with MI 61‐101. See "Part I — The Arrangement —Securities Law Matters — Canada". Notwithstanding the foregoing, the Company Arrangement Resolution authorizes the Company Board, without further notice to or approval of the Company Shareholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Company Arrangement Resolution is not approved by the Company Shareholders, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Company Arrangement Resolution.

See "Part I — The Arrangement — Approval of Company Shareholders Required for the Arrangement" and "Part V — General Proxy Matters — Procedure and Votes Required".

Court Approvals

Prior to the mailing of this Circular, on May 16, 2023, the Company obtained the Interim Order providing for the calling and holding of the Company Meeting and other procedural matters. The Interim Order is attached as Appendix B to this Circular.

Subject to the terms of the Arrangement Agreement, and if the Company Arrangement Resolution is approved by the Company Shareholders at the Company Meeting in the manner required by the Interim Order, the Company will apply to the Court for the Final Order.

The Company is required to seek the Final Order as soon as reasonably practicable, but, in any event, not later than three Business Days following the Company Meeting. If the Company Shareholder Approval is obtained at the Company Meeting, the application for the Final Order approving the Arrangement is expected to be scheduled for June 21, 2023 at 9:45 a.m. (Vancouver time) at the Supreme Court of British Columbia, 800 Smithe Street, Vancouver, British Columbia, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. At the hearing, any Company Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon the Company on or before 4:00 p.m. (Vancouver time) on June 19, 2023, or the second last Business Day before the hearing of the application or such other date as the Court may order, a Response to Petition, in the form prescribed by the Supreme Court Civil Rules, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Response to Petition and supporting materials must be delivered, within the time specified, to Clark Wilson LLP, Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1, Attention: Cam McTavish.

For further information regarding the Court hearing for the application for the Final Order and the rights of Company Shareholders in connection with the Court hearing for the application for the Final Order, see the Interim Order attached as Appendix B to this Circular and the form of Petition and Notice of Hearing of Petition attached as Appendix C to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is the only such notice of that proceeding.

See "Part I — The Arrangement — Procedure for the Arrangement Becoming Effective" and "Part I — The Arrangement — Court Approvals".

Stock Exchange Listing Approvals and Delisting Matters

It is anticipated that the Company Shares will be delisted from the TSXV as promptly as possible following completion of the Arrangement. Subject to applicable Laws, the Purchaser will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Regulators to have the Company cease to be a reporting issuer. The TSXV has conditionally accepted the Arrangement, subject to filing certain documents with the TSXV. For information with respect to the trading history of the Company Shares, see Appendix F to this Circular, "Information Concerning Anacortes Mining Corp.".

It is a mutual condition to completion of the Arrangement that the TSX will have approved the listing of the Consideration Shares issuable pursuant to the Arrangement on the TSX. Accordingly, the Purchaser has agreed to use commercially reasonable efforts to obtain approval of the listing of the Consideration Shares for trading on the TSX, subject only to the satisfaction by the Purchaser of customary listing conditions of the TSX. The TSX has conditionally approved the listing of the Purchaser Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement.

See "Part I — The Arrangement — Stock Exchange Listing Approvals and Delisting Matters".

Timing

If the Company Meeting is held as scheduled and is not adjourned and/or postponed, and the Company Shareholder Approval is obtained, it is expected that the Company will apply for the Final Order approving the Arrangement on June 19, 2023. If the Final Order is obtained in a form and substance satisfactory to the Company and the Purchaser, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, the Company expects the Effective Date to occur in the second quarter of 2023, following the receipt of all requisite Key Regulatory Approvals and Key Third Party Consents. However, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, or extended by mutual agreement of the Parties.

See "Part I — The Arrangement — Timing".

Procedure for Exchange of Company Shares

The Company and the Purchaser have appointed TSX Trust Company to act as Share Depositary to handle the exchange of Company Shares for the Consideration Shares. Following receipt of the Final Order and prior to the Effective Date, the Purchaser will deliver, or cause to be delivered, for the benefit of applicable holders of Company Shares, a sufficient number of Purchaser Shares to the Share Depositary to satisfy the aggregate Consideration deliverable to the Company Shareholders in accordance with the Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection), which Purchaser Shares will be held by the Share Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of the Plan of Arrangement.

In order to receive the Consideration, Registered Company Shareholders must deposit with the Share Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) or DRS Advice(s) representing the Registered Company Shareholder's Company Shares and such other documents and instruments as the Share Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of the Company. Registered Company Shareholders who do not have their Company Share certificates should refer to "Part I — The Arrangement — Lost Certificates".

Registered Company Shareholders will have received a Letter of Transmittal with this Circular. The Letter of Transmittal will also be available under the Company's profile on SEDAR at www.sedar.com. Additional copies of the Letter of Transmittal will also be available by contacting Horng Dih Lee, Chief Financial Officer and Corporate Secretary of the Company at Suite 1090 – 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 or by email at [email protected].

The exchange of Company Shares for Purchaser Shares in respect of any Non‐registered Company Shareholder is expected to be made with the Non‐registered Company Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary. Non‐registered Company Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Purchaser Shares in respect of their Company Shares.

The use of mail to transmit certificates and DRS Advices representing Company Shares and the Letter of Transmittal will be at the risk of Registered Company Shareholders. The Company recommends that such certificates, DRS Advices and documents be delivered by hand to the Share Depositary and a receipt therefor be obtained or that registered mail with return receipt requested, properly insured, be used.

The instructions for exchanging Company Shares and depositing such Company Shares with the Share Depositary are set out in the Letter of Transmittal. In certain circumstances as provided in the instructions in the Letter of Transmittal, all signatures on (i) the Letter of Transmittal, and (ii) certificates representing Company Shares, must be guaranteed by an Eligible Institution.

To prevent a delay in receiving the Consideration, Registered Company Shareholders should consider re‐ registering their Company Shares with an Intermediary prior to the Effective Date.

See "Part I — The Arrangement — Procedure for Exchange of Company Shares".

Procedure for Exchange of Company Warrants

The Company and the Purchaser have appointed Computershare to act as Warrant Depositary to handle the exchange of Company Warrants for the Warrant Consideration. Following receipt of the Final Order and prior to the Effective Date, the Company will deliver, or cause to be delivered, for the benefit of applicable holders of Company Warrants, a sufficient amount of cash to the Warrant Depositary to satisfy the aggregate Warrant Consideration deliverable to the holders of the Company Warrants in accordance with the Plan of Arrangement, which cash amount will be held by the Warrant Depositary as agent and nominee for such holders of Company Warrants for distribution in accordance with the provisions of the Plan of Arrangement.

In order to receive the Warrant Consideration, registered holders of Company Warrants must deposit with the Warrant Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) representing the registered holder's Company Warrants and such other documents and instruments as the Warrant Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of the Company. Registered holders of Company Warrants who do not have their Company Warrant certificates should refer to "Part I — The Arrangement — Lost Certificates".

Registered holders of Company Warrants will have received a Letter of Transmittal with this Circular. The Letter of Transmittal will also be available under the Company's profile on SEDAR at www.sedar.com. Additional copies of the Letter of Transmittal will also be available by contacting Horng Dih Lee, Chief Financial Officer and Corporate Secretary of the Company at Suite 1090 – 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 or by email at [email protected].

The exchange of Company Warrants for Warrant Consideration in respect of any non‐registered holder of Company Warrants is expected to be made with the non‐registered holder of Company Warrants' Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary. Non‐registered holders of Company Warrants should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Warrant Consideration in respect of their Company Warrants.

The use of mail to transmit certificates representing Company Warrants and the Letter of Transmittal will be at the risk of registered holder of Company Warrants. The Company recommends that such certificates, and documents be delivered by hand to the Warrant Depositary and a receipt therefor be obtained or that registered mail with return receipt requested, properly insured, be used.

The instructions for exchanging Company Warrants and depositing such Company Warrants with the Warrant Depositary are set out in the Letter of Transmittal. Except as otherwise provided in the instructions in the Letter of Transmittal, all signatures on (i) the Letter of Transmittal, and (ii) certificates representing Company Warrants, must be guaranteed by an Eligible Institution.

To prevent a delay in receiving the Warrant Consideration, registered holders of Company Warrants should consider re‐registering their Company Warrants with an Intermediary prior to the Effective Date.

Treatment of Fractional Purchaser Shares

In no event will any fractional Purchaser Shares be issued to Former Company Shareholder under the Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Former Company Shareholder as consideration under the Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be issued to such Company Shareholder will be rounded down to the nearest whole Purchaser Share and no Former Company Shareholder will be entitled to any compensation in respect of a fractional Purchaser Share.

See "Part I — The Arrangement — Treatment of Fractional Purchaser Shares".

Right to Dissent

Section 237 through Section 247 of the BCBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Company Shareholders with Dissent Rights in respect of the Company Arrangement Resolution, pursuant to Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order. Any Registered Company Shareholder who validly dissents from the Company Arrangement Resolution in compliance with Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event the Arrangement becomes effective, to be paid by the Company the fair value of the Company Shares held by such Dissenting Company Shareholder determined as of the close of business on the day before the Company Arrangement Resolution is approved by the Company Shareholders. Company Shareholders are cautioned that fair value could be determined to be less than the value of the consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Company Shareholder may be treated in a different, and potentially more adverse, manner under Canadian federal income tax Laws than had such Company Shareholder exchanged his, her or its Company Shares for the Consideration pursuant to the Arrangement and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Arrangement, is not an opinion as to, and does not otherwise address, "fair value" under Section 237 through Section 247 of the BCBCA. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Company Shareholder of consideration for such Dissenting Company Shareholder's Dissenting Company Shares.

In many cases, Company Shares beneficially owned by a Non‐registered Company Shareholder are registered either: (a) in the name of an Intermediary that the Non‐registered Company Shareholder deals with in respect of the Company Shares; or (b) in the name of a depositary (such as CDS) of which the Intermediary is a participant. Accordingly, a Non‐registered Company Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Company Shares are re‐registered in the Non‐registered Company Shareholder's name). A Non‐registered Company Shareholder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non‐registered Company Shareholder deals in respect of its Company Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Non‐registered Company Shareholder's behalf (which, if the Company Shares are registered in the name of CDS or other clearing agency, may require that such Company Shares first be re‐registered in the name of the Intermediary), or (ii) instruct the Intermediary to re‐register such Company Shares in the name of the Non‐registered Company Shareholder, in which case the Non‐registered Company Shareholder would be able to exercise the Dissent Rights directly. In addition, pursuant to Section 238 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, a Dissenting Company Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Company Shareholder's Company Shares but may dissent only with respect to all Company Shares held by such Dissenting Company Shareholder.

The Dissent Procedures require that a Registered Company Shareholder who wishes to dissent with respect to all Company Shares held must send a Notice of Dissent to the Company c/o Clark Wilson LLP, Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1, Attention: Cam McTavish to be received by no later 5:00 p.m. (Vancouver time) on June 17, 2023 or, in the case of any adjourned or postponed Company Meeting, by no later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days prior to the date of the adjourned or postponed Company Meeting, and must otherwise strictly comply with the Dissent Procedures described in this Circular.

A Registered Company Shareholder who wishes to dissent must deliver written Notice of Dissent to the Company as set forth above and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA as modified by the Plan of Arrangement and the Interim Order. Non‐registered Company Shareholders who wish to exercise Dissent Rights must cause each Company Shareholder holding their Company Shares to deliver the Notice of Dissent, or, alternatively, make arrangements to become a Registered Company Shareholder.

Any failure by a Company Shareholder to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder's Dissent Rights. The Dissent Rights are set out in their entirety in the Interim Order, the text of which is set out in Appendix B to this Circular. A Company Shareholder considering exercising Dissent Rights should seek independent legal advice.

Each Company Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA and the Interim Order, which are attached to this Circular as Appendix I and Appendix B, respectively, and seek his, her or its own legal advice.

The Arrangement Agreement provides that it is a condition to the obligations of the Purchaser that Company Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights other than Company Shareholders representing not more than 5% of the Company Shares then outstanding.

See "Part I – The Arrangement – The Arrangement Agreement — Conditions Precedent – Conditions to the Obligations of the Purchaser" and "Part I — The Arrangement — Right to Dissent".

Company Shareholders that are considering exercising Dissent Rights should consult their own legal and financial advisors.

Certain Canadian Federal Income Tax Considerations

For a summary of certain of the material Canadian federal income tax consequences of the Arrangement applicable to Company Shareholders, see "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Company Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Risk Factors

Company Shareholders should consider a number of risk factors relating to the Arrangement and the Combined Company in evaluating whether to approve the Company Arrangement Resolution. In addition to the risk factors discussed under the heading "Risks Factors" in the Purchaser AIF, which risk factors are specifically incorporated by reference into this Circular and the risk factors discussed in the Company Annual MD&A, the following is a list of additional and supplemental risk factors which Company Shareholders should carefully consider before making a decision regarding approving the Company Arrangement Resolution:

The Arrangement is subject to satisfaction or waiver of various conditions;
Company Shareholders will receive a fixed number of Purchaser Shares;
The Arrangement Agreement may be terminated in certain circumstances;
While the Arrangement is pending, the Company is restricted from pursuing alternatives to the Arrangement and taking other certain actions;
The Company could be required to pay the Purchaser the Termination Fee in certain circumstances;
The Company will incur costs even if the Arrangement is not completed and the Company or the Purchaser may have to pay various expenses incurred in connection with the Arrangement;
If the Arrangement is not consummated by the Outside Date, either the Company or the Purchaser may elect not to proceed with the Arrangement;
The Company and the Purchaser may be the targets of legal claims, securities class actions, derivative lawsuits and other claims, and any such claims may delay or prevent the Arrangement from being completed;
Payments in connection with the exercise of Dissent Rights may impair the Company's financial resources;
The Company directors and officers may have interests in the Arrangement different from the interests of Company Shareholders following completion of the Arrangement;
The tax consequences of the Arrangement for Company Shareholders may differ from anticipated treatment;
The issuance of a significant number of Purchaser Shares and a resulting "market overhang" could adversely effect the market price of the Purchaser Shares after completion of the Arrangement;
The Company has not verified the reliability of the information regarding the Purchaser included in, or which may have been omitted from this Circular;
Prior to and following completion of the Arrangement, the Purchaser may issue additional equity securities;
The relative trading price of the Company Shares and Purchaser Shares prior to the Effective Time and the trading price of the Purchaser Shares following the Effective Time may be volatile; and
Failure by the Purchaser and/or the Company to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement.

The risk factors identified above are a summary of certain of the risk factors contained elsewhere or incorporated by reference in this Circular. See "Part I — The Arrangement— Risk Factors— Risk Factors Related to the Arrangement" and "Part I — The Arrangement — Risk Factors ‐ Risk Factors Related to the Operations of the Combined Company." Company Shareholders should carefully consider all such risk factors.

PART I – THE ARRANGEMENT

Background to the Arrangement

The entering into of the Arrangement Agreement was the result of extensive arm's length negotiations conducted among representatives of the Company and the Special Committee, the Purchaser, and their respective financial and legal advisors. The following is a summary of the material events, meetings, negotiations and discussions between the Parties that preceded the public announcement of the execution of the Arrangement Agreement on May 5, 2023.

Prior to entering into the Arrangement Agreement, the Company had primarily focused on advancing its Tres Cruces Project. However, management of the Company and the Company Board regularly reviewed the Company's overall corporate strategy and long‐term strategic plan. As part of this process, the Company Board and management continuously reviewed the relative strategic benefits of: (i) continuing as a single‐asset company and the associated capital requirements; and (ii) corporate transactions that could involve acquisitions of complementary assets or the sale of the Company to logical suitors that provide an enhanced position to facilitate the development of the Tres Cruces Project. To that end, the Company maintained a policy of engaging with potential acquirors by providing access to information, personnel and the Tres Cruces Project to parties that signed confidentiality agreements.

The Company was approached by certain precious metal companies and financial investors wishing to learn more about the Tres Cruces Project. In early 2022, the Company decided to undertake a strategic review process to evaluate the landscape of potential transaction opportunities. Financial advisors Medalist Capital Inc. and Trinity Advisors Corporation assisted the Company in connection with the strategic review process. The Company entered into several confidentiality agreements and analyzed various value‐maximizing initiatives with each of the respective parties that signed confidentiality agreements.

The Company had comprehensive discussions and negotiations with several parties. Discussions with the Purchaser with respect to a potential transaction commenced in early 2023.

On February 21, 2023, the Company received an indicative letter of intent from the Purchaser with respect to the proposed acquisition of the Company in a share exchange transaction by way of a plan of arrangement or such other transaction structure as determined by the Parties based upon tax, securities and corporate law and other considerations. With the assistance of its financial advisors, the management of the Company reviewed the letter of intent and completed preliminary desktop due diligence of the Purchaser and its assets. While the management of the Company determined that a potential transaction with the Purchaser could provide an attractive value proposition to the Shareholders, the proposed consideration was deemed to be insufficient to enter into a period of exclusivity with the Purchaser.

The Company's management and its financial advisors provided the Purchaser with a counterproposal on February 24, 2023 that contemplated increased consideration to Shareholders (the "LOI"). The LOI was accepted and executed by the Purchaser on February 26, 2023 and the parties entered into an exclusivity period to continue evaluating the potential business combination (the "Proposed Transaction"). A confidentiality agreement was executed on February 9, 2023 to facilitate reciprocal due diligence and the drafting of a binding letter agreement also commenced.

On March 1, 2023, the Company engaged Stifel GMP as a financial advisor to the Company Board to provide a fairness opinion.

On March 5, 2023, the Company received a comprehensive and binding letter of intent from the Purchaser (the "Binding LOI") with respect to the Proposed Transaction. The Binding LOI set forth certain binding provisions but also reflected that the arrangement was subject to further negotiations.

On March 5, 2023, the Company Board met to review and discuss the Binding LOI and receive advice from its financial and legal advisors. Anacortes' executive team presented its views on the Proposed Transaction. Clark Wilson LLP, as legal counsel to the Company, presented a summary of the Binding LOI and reported on the initial due diligence conducted with respect to the Purchaser. Financial advisors Medalist Capital Inc. and Trinity Advisors Corporation presented their financial analysis of the Proposed Transaction and outlined the merits and risks of the Proposed Transaction. Stifel GMP presented its financial analysis of the Proposed Transaction and orally delivered its opinion (to be subsequently confirmed in writing) that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications described to the Company Board, the consideration to be received by the Company Shareholders is fair, from a financial point of view, to the Company Shareholders.

After discussion and careful deliberation and consultation with its legal and financial advisors, during which the Company Board considered both the benefits and risk of the Proposed Transaction, the Company Board unanimously determined that the Binding LOI is in the best interest of the Company and is fair to the Company Shareholders, and unanimously approved the Binding LOI and determined to recommend that Company Shareholders vote their shares in favour of the Proposed Transaction.

The Binding LOI was considered and unanimously approved at a meeting of the Company Board on March 5, 2023.

On March 6, 2023, the Company and the Purchaser issued a joint press release announcing the execution of the Binding LOI, which included a period of exclusivity to facilitate negotiation and execution of the Arrangement Agreement on or about April 14, 2023. A copy of the Binding LOI was filed on SEDAR by both the Company and the Purchaser.

On April 6, 2023, the Purchaser issued a press release regarding an unrelated private placement for gross proceeds of approximately \$9,000,000 at a price of \$1.10 per share, with gross proceeds to be used to accelerate the Phase 2 expansion currently underway at its ATO Gold Mine (the "ATO Gold Mine"), an open pit, heap leach operation with similar characteristics to the Tres Cruces Project, to fund ongoing exploration, as well as to support the announced plans to pursue a dual listing on the Hong Kong Stock Exchange.

On April 17, 2023, the Company and the Purchaser executed an extension letter agreement (the "Extension Letter Agreement") to extend the exclusivity period of the Binding LOI from April 17, 2023 to May 5, 2023, or upon such later date as the Parties may mutually agree upon in writing. The Company and the Purchaser issued a joint press release announcing the execution of the Extension Letter Agreement on April 18, 2023 and each Party filed a copy of the Extension Letter Agreement on SEDAR.

Following the execution of the Extension Letter Agreement, the Company Board determined that it was necessary to form the Special Committee of independent directors to oversee the negotiations of the Proposed Transaction and to make a recommendation to the Company Board with respect to the Proposed Transaction.

On April 29, 2023, the Company Board unanimously resolved to form the Special Committee, comprised entirely of independent directors: Andrew Carstensen, Barry Hildred, Brian Storseth, and Wayne Livingstone. The Company Board also approved the Special Committee's written mandate which directed the Special Committee to, among other things: (a) consider and evaluate the Proposed Transaction and any reasonable alternatives to the Proposed Transaction with the assistance of its advisors and management; (b) carry out all analysis or preparatory work that it considered useful or necessary in connection with any transaction; (c) review, have oversight of, and supervise the transaction process; (d) negotiate, or supervise the negotiation of, the terms and conditions of any transaction and to supervise the preparation of any legal agreements or other documentation necessary to implement the same; (e) assess the fairness of any transaction to the Company Securityholders and any other relevant stakeholders of the Company, and whether any transaction is in the best interests of the Company, its securityholders and any other relevant stakeholders; (f) with the advice of legal counsel, ensure that the Company, the Company Board and management understood the legal and regulatory framework applicable to any transaction, including, without limitation, any matters necessary to comply with the requirements of MI 61‐101; (g) ensure that the Company, the Company Board, and management received financial and other advice with respect to the Company, any third parties and any transaction; (h) advise the Company Board and make a recommendation as to whether a transaction would in the best interests of the Company and its securityholders and other relevant stakeholders and to undertake such processes as it considers necessary or appropriate to provide such advice and recommendation, or, if a recommendation is not being made to the Company Board, to provide reasons as to why not; (i) if a transaction was approved by the Company Board, maintain, on behalf of the Company Board, oversight and review of its implementation; (j) oversee, together with the senior management of the Company, the required public disclosure and communication to the relevant stakeholders of the Company; and (k) consider, without the need for further authorization by the Company Board, such other matters as the Special Committee considers necessary or appropriate in order to fulfill its mandate and discharge its responsibilities.

Between February and May 2023, the Company received detailed due diligence requests from the Purchaser in respect of legal, technical, financial and tax enquiries. The Company responded to the detailed information requests by uploading documents to an electronic data room, and providing responses to enquiries. The process of providing information and responding to enquiries continued up to the signing of the Arrangement Agreement. The Company also completed reverse due diligence on the Purchaser which included a legal review of the Purchaser's public disclosure and other requested non‐ public information. The Company retained Mongolian legal counsel to conduct reverse due diligence on the Purchaser, Corundum, Steppe West, the ATO Project, and the UK Project. The Company retained British Virgin Islands counsel to conduct reverse due diligence on Steppe BVI.

On May 3, 2023, the Special Committee and the Company Board received, and met to review and discuss the Proposed Transaction. Anacortes' executive team presented its views on the Proposed Transaction. Clark Wilson LLP, as legal counsel to the Company, presented an updated summary of the Arrangement Agreement and summarized a legal due diligence report that was concurrently delivered to the Special Committee and Company Board. Financial advisor Trinity Advisors Corporation presented its updated financial analysis of the Proposed Transaction and outlined the merits and risks of the Proposed Transaction. Stifel GMP presented its financial analysis of the Proposed Transaction and orally delivered its opinion (to be subsequently confirmed in writing) that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications described to the Company Board, the consideration to be received by the Company Securityholders is fair, from a financial point of view, to the Company Securityholders. Following receipt of the detailed report from the Company's management and its financial and legal advisors, the meeting was adjourned.

On May 5, 2023 the Special Committee received the final written draft of the Stifel GMP Fairness Opinion and, by unanimous written consent resolution, recommended to the Company Board that it approve the Arrangement. As set forth in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board", the key factors the Special Committee considered in recommending to the Company Board that it approve the Arrangement were the favourable premium being offered by the Purchaser; the ability of Company Shareholders to retain exposure to the Tres Cruces Project following the Effective Date, but in the context of a larger vehicle with greater assets and resources; the cash position of the Company; the lack of apparent strategic alternatives to the Arrangement; and the Stifel GMP Fairness Opinion.

On May 5, 2023 following receipt of the Special Committee's recommendation, the Company Board unanimously resolved to approve the Arrangement, determining that it was in the best interests of the Company to do so, on the basis of the recommendation of the Special Committee and in light of the other factors considered.

The Arrangement Agreement was executed by the Parties on May 5, 2023 and announced by joint press release on May 8, 2023.

On May 11, 2023, the Purchaser announced the closing of the Purchaser Private Placement raising a total of \$12.1 million, whereby the Purchaser issued an aggregate of 11,000,000 Purchaser Private Placement Shares at a price of \$1.10 per Purchaser Private Placement Share.

Recommendation of the Special Committee and the Company Board

The Company Board, after consulting with management of the Company and legal and financial advisors in evaluating the Arrangement and receiving the unanimous recommendation of the Special Committee, and taking into account other factors including the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Company Board", unanimously determined that the Arrangement is in the best interests of the Company. Accordingly, the Company Board unanimously recommends that the Company Shareholders vote FOR the Company Arrangement Resolution.

Reasons for Recommendation of the Special Committee and the Company Board

Under the terms of the Arrangement Agreement, Company Shareholders will receive 0.4532 of a Purchaser Share for each Company Share, which represents consideration of approximately \$0.48 per Company Share and a premium of 36% based on the closing prices of the Company Shares on the TSXV and the Purchaser Shares on the TSX, each as of the close of trading on March 3, 2023.

Company Shareholders and holders of Company Options will maintain exposure to the Tres Cruces Project and will gain exposure to the Purchaser's portfolio of producing and developing assets. Current Company Shareholders and holders of Company Options will hold approximately 18.7% of the issued and outstanding shares of the Combined Company upon completion of the Arrangement, based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of this Circular (including the Purchaser Private Placement Shares issued in the Purchaser Private Placement).
Company Shareholders will benefit from the strengthened capital position and increased access to capital of the Combined Company
The Purchaser offers experience and expertise from constructing and operating the ATO Gold Mine, an open pit, heap leach operation with similar characteristics to the Tres Cruces Project.
The risks and potential rewards associated with the Company continuing to execute its business and strategic plan as an independent entity, as an alternative to the Arrangement, and that the Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with the Company on a standalone basis, as a result of the Combined Company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity, enhanced access to capital over the long term, the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.
The Arrangement provides for meaningful retained ownership in the Combined Company and ongoing exposure to near‐term value catalysts, including the Phase 2 expansion at the ATO Project and the future advancement and construction of the Tres Cruces Project. The Special Committee and Company Board believe it to be an opportune time to transact given the impending Phase 2 expansion at the ATO Gold Mine, which is expected to increase annual production to approximately 100,000 of gold equivalent oz.
Upon completion of the Arrangement, the Combined Company will have a broader shareholder base, expected increased trading liquidity, and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal.
The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with the Purchaser that was undertaken by the Company with the assistance of legal and financial advisors and with the oversight and participation of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee and the Company Board.
The Stifel GMP Fairness Opinion delivered to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications set forth in the Stifel GMP Fairness Opinion, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Securityholders.
Current industry, economic and market conditions and trends and its expectations of the future prospects in the gold and silver exploration and mining sector and potential for further

consolidation and acquisitions, as well as information concerning the business, operations, assets, financial performance and condition, and prospects of the Company, including the lack of strategic alternatives to the Arrangement.

The Arrangement is structured in a way so that Company Shareholders will generally be entitled to an automatic tax deferral for Canadian federal income tax purposes on the exchange of their Company Shares for Purchaser Shares pursuant to the Arrangement.
The impact of the Arrangement on all stakeholders in the Company, including Company Shareholders, employees, and local communities and governments, as well as the environment and the long‐term interests of the Company.
Based on the discussions that took place between the management of the Company and the Purchaser, it is the Special Committee and the Company Board's belief that the Purchaser will support the Company's continued engagement with the local community and governments and work towards maintaining positive and mutually beneficial relationships with all constituencies.
The Company's due diligence review and investigations of the Purchaser.
The Company Arrangement Resolution must be approved by at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present or in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with MI 61‐101. See "Part I — The Arrangement — Securities Law Matters —Canada".
The Arrangement must be approved by the Court, which will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement to the Company Shareholders.
The terms of the Arrangement provide that Registered Company Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if properly exercised, receive fair value for their Company Shares.

The Special Committee and Company Board also considered a number of other factors and risks relating to the Arrangement including:

The risk that expected benefits to the Combined Company are not realized.
The risk that changes in Law or regulation could adversely impact the expected benefits of the Arrangement to the Company, Company Shareholders and other stakeholders.
The risk that the Purchaser Shares to be issued as consideration are based on a fixed exchange ratio and in certain circumstances will not be adjusted based on fluctuations in the market value of Company Shares or Purchaser Shares.
The risk that the Arrangement may not be completed despite the Parties' efforts or that completion of the Arrangement may be unduly delayed, even if Company Shareholder Approval

is obtained, including the possibility that other conditions to the Parties' obligations to complete the Arrangement may not be satisfied, and the potential resulting negative impact this could have upon the Company's business.

The limitations contained in the Arrangement Agreement on the Company's ability to solicit additional interest from third parties, given the nature of the deal protections and "fiduciary out" in the Arrangement Agreement, as well as the fact that if the Arrangement Agreement is terminated under certain circumstances, the Company will be required to pay the Termination Fee to the Purchaser.
The fact that if the Arrangement Agreement is terminated and the Company Board decides to seek another transaction or business combination, it may be unable to find a party willing to pay greater or equivalent value compared to the Consideration payable to the Company Shareholders under the Arrangement.
The fact that the Company has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

The Special Committee and the Company Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the headings "Part I — The Arrangement — Risk Factors Related to the Arrangement" and "Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company". The Special Committee and the Company Board believed that overall, the anticipated benefits of the Arrangement to the Company outweighed these risks and negative factors.

Stifel GMP Fairness Opinion

The Company Board engaged Stifel GMP to act as its financial advisor in connection with the Arrangement. In connection with Stifel GMP's engagement, Stifel GMP was requested to provide the Special Committee with an opinion as to the fairness to the Company Securityholders, from a financial point of view, of the Consideration to be received by Company Securityholders pursuant to the Arrangement. The Stifel GMP Fairness Opinion states that, based upon and subject to the assumptions, limitations and qualifications set forth therein, Stifel GMP is of the opinion that, as of May 5, 2023, the Arrangement and Exchange Ratio are fair, from a financial point of view, to the Company Securityholders. The Stifel GMP Fairness Opinion is subject to the assumptions, limitations and qualifications contained therein and should be read in its entirety. See Appendix E to this Circular, "Stifel GMP Fairness Opinion".

The full text of the Stifel GMP Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Stifel GMP Fairness Opinion, is attached as Appendix E to this Circular. Company Securityholders are urged to, and should, read the Stifel GMP Fairness Opinion in its entirety. The summary of the Stifel GMP Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Stifel GMP Fairness Opinion. The Stifel GMP Fairness Opinion is not a recommendation as to whether or not Company Shareholders should vote for the Company Arrangement Resolution.

The Stifel GMP Fairness Opinion was necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Stifel GMP as of the date of the Stifel GMP Fairness Opinion. Although subsequent developments may affect the Stifel GMP Fairness Opinion, Stifel GMP has no obligation to update, revise or reaffirm its opinion.

The Stifel GMP Fairness Opinion was only one of many factors taken into consideration by the Special Committee in making its recommendation to the Company Board, and by the Company Board in determining that the Arrangement is in the best interest of the Company and recommending that the Company Shareholders voting for the Company Arrangement Resolution, and should not be viewed as determinative of the views of the Special Committee, the Company Board or the Company's management with respect to the Arrangement or the Consideration provided for pursuant to the Arrangement.

Neither Stifel GMP nor any of its affiliates or associates is an insider, associate or affiliate (as such terms are defined in the applicable Canadian Securities Laws) of the Company or the Purchaser or any of their respective associates or affiliates.

For its financial advisory services to the Special Committee in connection with the Arrangement, the Company has agreed to pay a flat fee to Stifel GMP for the Stifel GMP Fairness Opinion (no portion of which is contingent on the conclusion reached in the Stifel GMP Fairness Opinion or upon completion of the Arrangement). In addition, the Company has agreed to reimburse Stifel GMP for its expenses, including reasonable fees and expenses of counsel, and to indemnify Stifel GMP and related parties against certain liabilities arising out of Stifel GMP's engagement.

Risk Factors Related to the Arrangement

The completion of the Arrangement involves risks. In addition to the risk factors discussed under the heading "Risk Factors" in the Purchaser AIF, which risk factors are specifically incorporated by reference into this Circular and the risk factors discussed in the Company Annual MD&A, the following are additional and supplemental risk factors which Company Shareholders should carefully consider before making a decision regarding approving the Company Arrangement Resolution. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company or the Purchaser, may also adversely affect the Company or the Purchaser prior to completion of the Arrangement, or the Combined Company.

The Arrangement is subject to satisfaction or waiver of various conditions

Completion of the Arrangement is subject to, among other things, the approval of the Court and Company Shareholder Approval, each of which may be outside the control of both the Company and the Purchaser. There can be no assurance that these conditions will be satisfied or that the Arrangement will be completed as currently contemplated or at all. If, for any reason, the Arrangement is not completed or its completion is substantially delayed, the market price of Company Shares may be materially adversely effected. In such events, the Company's business, financial condition or results of operations could also be subject to material adverse consequences.

It is also a condition of closing the Arrangement that the TSX shall have conditionally approved the listing of the Consideration Shares, subject to the satisfaction of customary conditions of the TSX and that the TSXV shall have conditionally approved the Arrangement with respect to the Company. The Purchaser has applied to the TSX to list the Consideration Shares. The Company has applied to the TSXV for approval of the Arrangement and has received conditional approval from the TSXV, subject to filing certain documents following the closing of the Arrangement.

Company Shareholders will receive a fixed number of Purchaser Shares

Company Shareholders will receive a fixed number of Purchaser Shares under the Arrangement, rather than a variable number of Purchaser Shares with a fixed relative market value. As the number of Purchaser Shares to be received in respect of each Company Share under the Arrangement will not be adjusted to reflect any change in the relative market value of Company Shares, the number of Purchaser Shares received by Company Shareholders under the Arrangement may vary significantly from the relative market value of Company Shares expressed at the dates referenced in this Circular. There can be no assurance that the relative market price of Company Shares on the Effective Date will be the same or similar to the relative market price of such shares on the date of the Company Meeting. The underlying cause of any such change in relative market price may not constitute a Material Adverse Effect, the occurrence of which in respect of a Party could entitle the other Party to terminate the Arrangement Agreement, or otherwise entitle either Party to terminate the Arrangement Agreement. In addition, the number of Purchaser Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market prices of Company Shares or Purchaser Shares. Many of the factors that affect the market prices of the Company Shares or Purchaser Shares are beyond the control of the Company or the Purchaser, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations. There can also be no assurance that the trading price of the Purchaser Shares will not decline following the completion of the Arrangement.

The Arrangement Agreement may be terminated in certain circumstances

Each of the Company and the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can either of the Company or the Purchaser provide any assurance, that the Arrangement will not be terminated by either the Company or the Purchaser before the completion of the Arrangement. For instance, the Company has the right, in certain circumstances, to terminate the Arrangement Agreement if the Purchaser is subject to a Material Adverse Effect. Conversely, the Purchaser has the right, in certain circumstances, to terminate the Arrangement Agreement if the Company is subject to a Material Adverse Effect. There is no assurance that a Material Adverse Effect will not occur before the Effective Date, in which case such Party could elect to terminate the Arrangement Agreement and the Arrangement would not proceed. Failure to complete the Arrangement could negatively impact the trading price of the Company Shares or otherwise adversely affect the business of the Company.

While the Arrangement is pending, the Company is restricted from pursuing alternatives to the Arrangement and taking other certain actions

Under the Arrangement Agreement, the Company is restricted, subject to certain limited exceptions, from making, initiating, soliciting or knowingly encouraging or facilitating, any inquiry, proposal or offer with respect to an Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition Proposal. In addition, the Arrangement Agreement restricts the Company from taking specified actions until the Arrangement is completed without the consent of the Purchaser which may adversely affect the ability of the Company to execute certain business strategies, including, but not limited to, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. If the Arrangement is not completed for any reason, the announcement of the Arrangement, the dedication of the Company's resources to the completion thereof and the restrictions that were imposed on the Company under the Arrangement Agreement may have an adverse effect on the current and future operations, financial condition and prospects of the Company as a standalone entity.

The Company could be required to pay the Purchaser a termination fee of \$1.1M in specified circumstances

The Arrangement Agreement provides that the Company will be required to pay the Termination Fee to the Purchaser, upon termination of the Arrangement Agreement under certain specified circumstances.

The Termination Fee may discourage other parties from attempting to enter into a business transaction with the Company, even if those parties would otherwise be willing to enter into an agreement with the Company for a business combination and would be prepared to pay consideration with a higher price per share or cash market value than the per share market value proposed to be received or realized in the Arrangement. In addition, payment of such amount may have a Material Adverse Effect on the business and affairs of the Company. See "Part I — The Arrangement — The Arrangement Agreement — Termination".

The Company will incur costs even if the Arrangement is not completed and the Company or the Purchaser may have to pay various expenses incurred in connection with the Arrangement

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed. The Company is liable for its own costs incurred in connection with the Arrangement.

The Company and the Purchaser have also incurred and expect to incur additional material non‐recurring expenses in connection with the Arrangement and completion of the transactions contemplated by the Arrangement Agreement, including costs related to obtaining required shareholder, court and regulatory approvals. Additional unanticipated costs or expenses may be incurred by the Purchaser in the course of coordinating the businesses of the Combined Company.

If the Arrangement is not consummated by the Outside Date, either the Company or the Purchaser may elect not to proceed with the Arrangement

Either the Company or the Purchaser may terminate the Arrangement Agreement if the Arrangement has not been completed by June 30, 2023, and the Parties do not mutually agree to extend the Outside Date, pursuant to the Arrangement Agreement.

The Company and the Purchaser may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and any such claims may delay or prevent the Arrangement from being completed

The Company and the Purchaser may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against the Company and the Purchaser seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

Payments in connection with the exercise of Dissent Rights may impair the Company's financial resources

Registered Company Shareholders have the right to exercise certain Dissent Rights and demand payment of the fair value of their Company Shares in cash in connection with the Arrangement in accordance with the BCBCA. If there are a significant number of Dissenting Company Shareholders, a substantial cash payment may be required to be made to such Dissenting Company Shareholders that could have an adverse effect on the Company's financial condition and cash resources if the Arrangement is completed. In addition, under the Arrangement Agreement, it is a condition precedent of closing that the Dissenting Company Shareholders cannot represent more than 5% of the Company Shares outstanding. See "Part I — The Arrangement — Right to Dissent".

The Company directors and officers may have interests in the Arrangement different from the interests of Company Shareholders following completion of the Arrangement

Certain of the directors and executive officers of the Company negotiated the terms of the Arrangement Agreement, and the Company Board has unanimously recommended that Company Shareholders vote FOR the Arrangement. These directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of Company Shareholders generally. These interests may include, but are not limited to, change of control payments expected to be paid to James A. Currie (the Company's President, CEO and a director) and Horng Dih Lee (the Company's CFO) upon completion of the Arrangement. See Appendix F "Information Concerning Anacortes Mining Corp." and "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement— Change of Control Provisions" in this Circular for further information. Company Shareholders should be aware of these interests when they consider the Company Board's unanimous recommendation to the Company Shareholders and the Special Committee's unanimous recommendation to the Company Board. The Special Committee and the Company Board were aware of, and considered, these interests when they declared the advisability of the Arrangement Agreement and made their respective unanimous recommendations to the Company Board and the Company Shareholders, respectively.

The tax consequences of the Arrangement for Company Shareholders may differ from anticipated treatment

There can be no assurance that the CRA or other applicable taxing authorities will agree with the Canadian federal income tax consequences of the Arrangement, as applicable, as set forth in this Circular. Furthermore, there can be no assurance that applicable Canadian income tax Laws, regulations or tax treaties will not change (legislatively, judicially or otherwise) or be interpreted in a manner, or that applicable taxing authorities will not take an administrative position, that is adverse to the Company, the Purchaser or their respective shareholders following completion of the Arrangement. Taxation authorities may also disagree with how the Company or the Purchaser following the Arrangement calculate or have in the past calculated their income or other amounts for tax purposes. Any such events could adversely affect the Combined Company or its share price following completion of the Arrangement.

The issuance of a significant number of Purchaser Shares and a resulting "market overhang" could adversely effect the market price of the Purchaser Shares after completion of the Arrangement

On completion of the Arrangement, a significant number of additional Purchaser Shares will be issued and available for trading in the public market. The increase in the number of Purchaser Shares may lead to sales of such shares or the perception that such sales may occur (commonly referred to as "market overhang"), either of which may adversely affect the market for, and the market price of, the Purchaser Shares.

The Company has not verified the reliability of the information regarding the Purchaser included in, or which may have been omitted from this Circular

Unless otherwise indicated, all historical information regarding the Purchaser contained in this Circular, including all the Purchaser's financial information, has been derived from the Purchaser's publicly disclosed information or provided by the Purchaser. Although the Company has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in the Purchaser's publicly disclosed information, including the information about or relating to the Purchaser contained in this Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect our operational and development plans and our results of operations and financial condition.

Risk Factors Related to the Operations of the Combined Company

Prior to and following completion of the Arrangement, the Purchaser may issue additional equity securities

Prior to and following completion of the Arrangement, the Purchaser may issue equity securities to finance its activities, including in order to finance acquisitions. If the Purchaser were to issue equity securities, a holder of Purchaser Shares may experience dilution in their shareholding in the Purchaser. Moreover, as the Purchaser's intention to issue additional equity securities becomes publicly known, the Purchaser's price may be materially adversely affected.

The relative trading price of the Company Shares and Purchaser Shares prior to the Effective Time and the trading price of the Purchaser Shares following the Effective Time may be volatile

The relative trading price of the Company Shares have been and may continue to be subject to and, following completion of the Arrangement, the Purchaser Shares may be subject to, material fluctuations and may increase or decrease in response to a number of events and factors, including:

changes in the market price of the commodities;

current events affecting the economic situation in Canada, the United States, Peru, Mongolia and internationally;
trends in the global mining industries;
regulatory and/or government actions, rulings or policies;
changes in financial estimates and recommendations by securities analysts or rating agencies;
acquisitions and financings;
the economics of current and future projects and operations of the Company and the Purchaser;
quarterly variations in operating results;
the operating and share price performance of other companies, including those that investors may deem comparable;
the issuance of additional equity securities by the Company or the Purchaser, as applicable, or the perception that such issuances may occur; and
purchases or sales of blocks of Company Shares or Purchaser Shares as applicable.

Failure by the Purchaser and/or the Company to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement

The Purchaser is subject to various U.S., Canadian and foreign anti‐corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (Canada). The foregoing Laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In addition, such Laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting. There can be no assurance that either Party's internal control policies and procedures, compliance mechanisms or monitoring programs will protect it from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti‐bribery and anti‐corruption legislation. A failure by the Purchaser or the Company to comply with anti‐bribery and anti‐corruption legislation could result in severe criminal or civil sanctions, and may subject the Purchaser and the Company to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement. Investigations by Governmental Entities could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement.

The Purchaser and the Company are also subject to a wide variety of Laws relating to the environment, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other matters in the jurisdictions in which they operate. A failure by either of the Purchaser or the Company to comply with any such Laws prior to the Arrangement could result in severe criminal or civil sanctions, and may subject the Purchaser and the Company to other liabilities, including fines, prosecution and reputational damage, all of which could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement. The compliance mechanisms and monitoring programs adopted and implemented by either of the Purchaser or the Company prior to the Arrangement may not adequately prevent or detect possible violations of such applicable Laws. Investigations by Governmental Entities could also have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement.

Effect of the Arrangement

Effect on Company Shares

If completed, the Arrangement will result in the issuance, at the Effective Time, of 0.4532 of a Purchaser Share for each Company Share held by Company Shareholders at the Effective Time. As at the close of business on May 10, 2023, there were 42,582,118 Company Shares outstanding (on a non‐diluted basis) and 72,535,634 Purchaser Shares outstanding (on a non‐diluted basis). If completed, the Arrangement will result in the Purchaser becoming the owner of all of the Company Shares on the Effective Date and the Company will become a wholly‐owned subsidiary of the Purchaser. Subsequent to the Record Date, the Purchaser closed the Purchaser Private Placement and issued the 11,000,000 Purchaser Private Placement Shares resulting in 83,535,634 Purchaser Shares outstanding (on a non‐diluted basis) as of the date of this Circular.

Effect on Company Warrants and Company Options

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each Company Warrant that is outstanding immediately prior to the Effective Time, shall, without any further action on behalf of such Company Warrant Holder, be deemed to be cancelled in exchange for the applicable Warrant Consideration. All Company Warrants issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the holder thereof shall thereafter have only the right to receive the Warrant Consideration to which such holder is entitled;
each In‐the‐Money Option that is outstanding immediately prior to the Effective Time, shall: (i) in respect of the vested portion of such option, without any further action on behalf of any holder of such In‐the‐Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued the Option Shares (as defined in the Plan of Arrangement) relating to such In‐the‐Money Option as fully‐paid and non‐assessable Company Shares and the holder of such In‐the‐Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares, and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such unvested portion of the applicable option; and
each Out‐of‐the‐Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), shall, without any further action on behalf of any holder of such Out‐of‐the‐Money Option, be cancelled without payment to any holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such Out‐of‐the‐Money Option.

Effect of the Arrangement on Share Rights

Pursuant to the Plan of Arrangement, Company Shareholders (other than Dissenting Company Shareholders) will receive Purchaser Shares in exchange for their Company Shares. The rights of Company Shareholders are currently governed by the applicable laws of the Province of British Columbia and the BCBCA, and by the Company's articles. Since the Purchaser is an Ontario corporation, the rights of Purchaser Shareholders are governed by the applicable laws of the province of Ontario and the OBCA, and by the Purchaser's articles and bylaws. Since Purchaser Shares will be issued in exchange for Company Shares, at the Effective Time, Company Shares that are issued Purchaser Shares will cease to hold shares governed by the BCBCA and will instead hold or be entitled to hold, shares governed by the OBCA. Although the rights and privileges of shareholders under the OBCA are in many instances comparable to those under the BCBCA, there are several differences.

See Appendix J to this Circular for a summary of the rights of shareholders under the BCBCA as compared to shareholders under the OBCA. This summary is not intended to be exhaustive and Company Shareholders should consult their legal advisors regarding all of the implications of the effects of the Arrangement on such Company Shareholders' rights.

Details of the Arrangement

General

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning the Combined Company Following Completion of the Arrangement".

Arrangement Steps

The Arrangement involves a number of steps, which will be deemed to occur sequentially commencing at the Effective Time without any further authorization, act or formality of or by the Company, the Purchaser or any other person, except as expressly provided in the Plan of Arrangement. The following description of the steps of the Plan of Arrangement is qualified in its entirety by the full text of the Plan of Arrangement which is attached as Appendix D to this Circular.

In particular, at the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order:

(a) each Company Share held by a Dissenting Company Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser, and the Company shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Plan of Arrangement , and: (i) the name of such holder shall be removed from the central securities register maintained by or on behalf of Company as a holder of Company Shares and the Purchaser shall be recorded as the registered holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens; and (ii) such Dissenting Company Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;

(b) each In‐the‐Money Option that is outstanding immediately prior to the Effective Time, shall: (i) in respect of the vested portion of such option, without any further action on behalf of any holder of such In‐the‐Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued Company Shares relating to such In‐the‐Money Option as fully‐paid and non‐assessable Company Shares and the holder of such In‐the‐Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares; and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such unvested portion of the applicable option;
(c) each Out‐of‐the‐Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), shall, without any further action on behalf of any holder of such Out‐of‐the‐Money Option, be cancelled without payment to any holder thereof and neither the Company nor the Purchaser shall have any liability with respect to such Out‐of‐the‐Money Option;
(d) each Company Warrant outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of the holder of Company Warrants, be deemed to be cancelled in exchange for the applicable Warrant Consideration; and
(e) each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by Dissenting Company Shareholders) and each Company Share issued for In‐the‐Money Options shall be transferred by the holders thereof to the Purchaser in exchange for the Consideration Shares and the name of such holder shall be removed from the register of holders of Company Shares and added to the register of holders of Consideration Shares and the Purchaser shall be recorded as the registered holder of the Company Shares so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens.

The exchanges, transfers and cancellations provided for above will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

If completed, the Arrangement will result in the issuance, at the Effective Time, of 0.4532 of a Purchaser Share for each Company Share held by Former Company Shareholders (excluding Dissenting Company Shareholders) at the Effective Time. Following completion of the Arrangement, Former Company Shareholders (other than Dissenting Company Shareholders) and holders of Company Options are anticipated to own approximately 18.7% of the issued and outstanding Purchaser Shares, and existing Purchaser Shareholders are anticipated to own approximately 80.4% of the issued and outstanding Purchaser Shares, in each case based on the number of securities of the Purchaser and the Company issued and outstanding as of the date of this Circular. All Out‐of‐the‐Money Options and unvested In‐the‐ Money Options will be cancelled at the Effective Time. At the Effective Time, each vested In‐the‐Money Option will be deemed to be exercised for Company Shares and issued on a cashless basis and immediately thereafter, the Company Shares will be exchanged for Purchaser Shares at the Exchange Ratio. At the Effective Time, each Company Warrant will be cancelled in exchange for the Warrant Consideration, an amount of cash that is equal to the aggregate value of the specific tranche of Company Warrants as determined by the Black‐Scholes valuation method, with a minimum floor price of \$0.001 per Company Warrant.

The respective obligations of the Company and the Purchaser to complete the transactions contemplated by the Arrangement are subject to a number of conditions which must be satisfied or waived in order for the Arrangement to become effective. Upon all of the conditions being satisfied or waived, the Arrangement will become effective on the Effective Date.

For full particulars in respect of all of the events which will occur pursuant to the Plan of Arrangement, see the full text of the Plan of Arrangement which is attached as Appendix D to this Circular.

Support Agreements

Pursuant to the Arrangement Agreement, the Company agreed to deliver the Company Support Agreements from certain Company Shareholders. On May 5, 2023, each of the directors of the Company, each member of Company Senior Management and several Company Shareholders entered into a Company Support Agreement with the Purchaser. As at the close of business on May 10, 2023, the Supporting Company Shareholders collectively owned, directly or indirectly, or exercised control or direction over, an aggregate of 9,402,449 Company Shares, representing approximately 22% of the outstanding Company Shares on a non‐diluted basis.

The following summarizes the material provisions of the Company Support Agreements. This summary may not contain all information about the Company Support Agreements that is important to Company Shareholders. The rights and obligations of the parties thereto are governed by the express terms and conditions of the Company Support Agreements, as applicable, and not by this summary or any other information contained in this Circular.

The Company Support Agreements set forth, among other things, the agreement of the Company Securityholder to:

(a) at any meeting of securityholders of the Company called to vote upon the Arrangement or the transactions contemplated by the Arrangement Agreement, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Arrangement or the transactions contemplated by the Arrangement is sought, cause their securities of the Company (the "Subject Securities") (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and vote their Subject Securities (which have a right to vote at such meeting) in favor of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement;
(b) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the holders of Common Shares, Company Options and/or

Company Warrants of the Company is sought (including by written consent in lieu of a meeting), the Company Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote such Subject Securities against: (i) any Acquisition Proposal for the Company; (ii) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Arrangement Agreement; and (iii) any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement;

(c) revoke any and all previous proxies granted or voting instruction forms or other voting documents delivered with respect of any of the Subject Securities;
(d) not directly or indirectly, (i) make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to the Company's facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal, (ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co‐operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal, or (iii) make any public announcement or take any other action inconsistent with the recommendation of the Company Board to approve the Arrangement;
(e) not directly or indirectly, (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (each, a "Transfer"), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement, (ii) grant any proxies or powers of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to the Company Support Agreement, (iii) otherwise enter into any agreement or arrangement with any person or entity, including a shareholders' agreement, or commit any act that could limit, restrict or affect the Company Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or disable the Company Securityholder from performing any of the Company Securityholder's obligations under the Company Support Agreement, or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution, other than pursuant to the Arrangement Agreement;
(f) not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;
(g) cooperate with the Company to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement;
(h) promptly notify the Company upon any of the Company Securityholder's representations or warranties contained in the Company Support Agreement becoming untrue or incorrect in any material respect, and for the purposes of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period;
(i) not exercise (i) any rights of appraisal or rights of dissent with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement that the Company Securityholder may have, or (ii) any other shareholder rights or remedies available to the Company Securityholder, whether arising under statute, at common law or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset or challenge the Arrangement;
(j) if, after the date of the Company Support Agreement, the Company Securityholder owns legally and/or beneficially, or exercises control or direction over, directly or indirectly, additional Company Shares, Company Options and/or Company Warrants, such securities shall be deemed to be subject to the terms hereof as Subject Securities; and
(k) no later than ten Business Days prior to the date of the Company Meeting: (i) with respect to any Subject Securities entitled to vote thereat that are in registered form, the Company Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in this Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Arrangement; and (ii) with respect to any Subject Securities entitled to vote thereat that are held beneficially, the Company Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in this Circular, a duly executed voting instruction form to the Intermediary through which the Company Securityholder holds its beneficial interest in such Subject Securities, instructing that such Subject Securities be voted at the Company Meeting in favor of the Arrangement. Such proxy, proxies or voting instructions shall name those individuals as may be designated by the Company in the and such proxy, proxies or voting instructions shall not be revoked without the written consent of the Company or unless the Company Support Agreement is terminated in accordance with its terms prior to the exercise of such proxy.

Notwithstanding the above, the Purchaser has agreed and acknowledged that each of the directors and officers of the Company that have entered into Company Support Agreements are bound to their respective Company Support Agreements solely in their capacity as a shareholder of the Company, and that nothing in the Company Support Agreements is intended to or will be interpreted to: (i) limit or restrict such directors and officers from properly fulfilling their fiduciary duties as a director or officer of the Company or any of its subsidiaries; or (ii) require the Company Securityholder, in their capacity as a director or officer of the Company, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the Company Board undertaken in the exercise of their fiduciary duties.

The Company Support Agreements may be terminated:

(a) at any time upon the mutual written agreement between the Purchaser and the Company Securityholder;

(b) by the Purchaser if: (a) any of the representations and warranties of the Company Securityholder in the Company Support Agreement is not true and correct in all material respects; or (b) the Company Securityholder has not complied with its covenants to the Purchaser contained in the Company Support Agreement in all material respects;
(c) by the Company Securityholder if: (a) any of the representations and warranties of the Purchaser in the Company Support Agreement is not true and correct in all material respects; (b) the Purchaser has not complied with its covenants to the Company Securityholder contained in the Company Support Agreement in all materials respects; or (c) if the Purchaser, without prior written consent of the Company Securityholder, varies the terms of the Arrangement Agreement in a manner that is materially adverse to the Company Securityholder; and
(d) automatically upon (a) the Arrangement Agreement being terminated in accordance with its terms, or (b) the occurrence of the Effective Time.

On May 2, 2023, the TSX advised the Purchaser that Purchaser Shareholder approval of the Arrangement would not be required by the TSX in connection with the Arrangement.

The Arrangement Agreement

The following summarizes the material provisions of the Arrangement Agreement. This summary may not contain all of the information about the Arrangement Agreement that is important to Company Shareholders. The rights and obligations of the Parties are governed by the express terms and conditions of the Arrangement Agreement and not by this summary or any other information contained in this Circular. This summary is qualified in its entirety by reference to the Arrangement Agreement, which is incorporated by reference herein and has been filed by the Company on its SEDAR profile at www.sedar.com. Capitalized terms not expressly defined herein have the meanings ascribed thereto in the Arrangement Agreement.

In reviewing the Arrangement Agreement and this summary, please be aware that this summary has been included to provide Company Shareholders with information regarding the terms of the Arrangement Agreement and is not intended to provide any other factual information about the Company, the Purchaser or any of their subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties and covenants by each of the Parties to the Arrangement Agreement, which are summarized below. These representations and warranties have been made solely for the benefit of the other Parties to the Arrangement Agreement and:

were not intended as statements of fact, but rather as a way of allocating the risk to one of the Parties if those statements prove to be inaccurate;
have been qualified by certain confidential disclosures that were made to the other Party in connection with the negotiation of the Arrangement Agreement, which disclosures are not reflected in the Arrangement Agreement; and
may apply standards of materiality in a way that is different from what may be viewed as material by Company Shareholders or other investors or are qualified by reference to a Material Adverse Effect, or in the case of the Company, by the Company Disclosure Letter.

Moreover, information concerning the subject matter of the representations and warranties in the Arrangement Agreement and described below may have changed since May 5, 2023 and subsequent developments or new information may have been included in this Circular. Accordingly, the representations and warranties and other provisions of the Arrangement Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this Circular and in the documents incorporated by reference into this Circular.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by the Company to the Purchaser which relate to, among other things: board approval; the Stifel GMP Fairness Opinion; organization and qualification; authority; no violation; capitalization; reporting status and Securities Laws matters; ownership of subsidiaries; public filings; Company Annual Financial Statements; internal controls and financial reporting; corrupt practices legislation; books and records; minute books; no undisclosed liabilities; no material change; litigation; Taxes; property; title and right re: other assets; Contracts; Permits; intellectual property; environmental matters; mineral reserves and resources; regulatory; employee benefits; labour and employment; compliance with Laws; absence of cease trade orders; related party transactions; registration rights; rights of other persons; restrictions on business activities; brokers; insurance; U.S. Securities Laws; arrangements with shareholders; no collateral benefit; bankruptcy and insolvency; payments and; the Investment Canada Act.

The Arrangement Agreement also contains certain representations and warranties made by the Purchaser to the Company which relate to, among other things: board approval; organization and qualification; authority; no violation; capitalization; reporting status and Securities Laws matters; ownership of subsidiaries; public filings; financial statements; internal controls and financial reporting; corrupt practices legislation; books and records; minute books; no undisclosed liabilities; no material change; litigation; Taxes; property; title and right re: other assets; Contracts; Permits; intellectual property; environmental matters; mineral reserves and resources; regulatory; employee benefits; issuance of Purchaser Shares; labour and employment; compliance with Laws; absence of cease trade orders; related party transactions; registration rights; rights of other persons; restrictions on business activities; brokers; insurance; U.S. Securities Laws; use of short form prospectus; arrangements with shareholders; bankruptcy and insolvency, and; the Investment Canada Act.

Covenants

The Purchaser and the Company have agreed to certain covenants that will be in force between the date of the Arrangement Agreement and the Effective Time. Set forth below is a brief summary of certain of those covenants.

Efforts to Obtain Company Shareholder Approval

The Arrangement Agreement requires the Company to hold the Company Meeting as soon as practicable after the Interim Order is issued and, in any event, subject to the terms of the Arrangement Agreement, not later than June 19, 2023.

In general, the Company is not permitted to adjourn the Company Meeting except as required by Law. However, if the Company provides the Purchaser with notice of a Superior Proposal (as further discussed under "Non‐Solicitation Covenants" below) less than 10 Business Days prior to the Company Meeting, the Company may, and upon the request of the Purchaser, the Company will, adjourn or postpone the Company Meeting to a date that is not more than 10 days after the scheduled date of the Company Meeting, provided, however, that the Company Meeting will not be adjourned or postponed to a date later than the tenth Business Day prior to the Outside Date.

Conduct of Business

The Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except as required or permitted by the Arrangement Agreement, applicable Laws or any Governmental Entities or as consented to by the Purchaser in writing:

(a) The Company shall not, nor shall it permit any of its material subsidiaries to, directly or indirectly, without the prior written consent of the Purchaser:
(i) amend its articles, charter or by‐laws or other comparable organization documents;
(ii) split, combine or reclassify any shares in the capital of the Company or any of its material subsidiaries, or declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of the Company Shares owned by any person or, in the case of any subsidiary wholly‐owned by the Company, any dividends payable to the Company or any other wholly‐owned subsidiary of the Company;
(iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any Company PSUs, Company DSUs, Company RSUs, Company Shares or its material subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of the Company or its material subsidiaries, other than: (A) the issuance of the Company Shares pursuant to the terms of the outstanding the Company Convertible Securities; and (B) as required under applicable Law or existing Material Contracts;
(iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of the Company or any of its subsidiaries;
(v) amend the terms of any of its securities;
(vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its material subsidiaries;
(vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS; or
(viii) enter into any agreement with respect to the foregoing;
(b) Except in the Ordinary Course:
(ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, businesses, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other person, for an amount greater than \$0.5M, in the aggregate;
(iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person;
(iv) pay, discharge or satisfy any material liabilities or obligations;
(v) waive, release, grant or transfer any rights of material value;
(vi) enter into new commitments of a capital expenditure nature in excess of \$0.5M, in the aggregate, except in accordance with current approved budgets that have been disclosed to the Purchaser; or
(vii) authorize or propose any of the foregoing, or enter into any agreement to do any of the foregoing;
(c) Except as required or permitted by the Arrangement Agreement:
(i) grant to any officer, employee or director of the Company or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase;
(ii) make any loan to any officer, employee, or director of the Company or any of its subsidiaries;
(iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with any officer, employee or director of the Company or any of its subsidiaries, other than the declaration and payment of cash bonuses in the Ordinary Course;
(iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend or make any contribution to any Company Benefit Plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for

greater than \$0.5M, in the aggregate;

the benefit of directors, officers or employees or former directors, officers, employees of the Company or any of its subsidiaries;

(v) increase bonus levels or other benefits payable to any director, officer or employee of the Company or any of its subsidiaries;
(vi) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement; or
(vii) except as contemplated by the Arrangement Agreement, provide for accelerated vesting, removal of restrictions on exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time;
(d) The Company will not, and will not cause or permit its subsidiaries to, settle, pay, discharge, satisfy, compromise, waive, assign or release, in an amount greater than \$0.5M:
(i) any material action, claim or proceeding brought against the Company and/or any of its subsidiaries; or
(ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;
(e) neither the Company nor any of its subsidiaries will, except in the Ordinary Course in certain cases:
(i) enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any of its material subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its material subsidiaries from competing in any manner;
(ii) waive, release or assign any material rights, claims or benefits of the Company or any of its material subsidiaries;
(iii) enter into any agreement that if entered into prior to the date hereof would be a Material Contract;
(iv) modify, amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder;
(v) change any method of accounting or Tax accounting, make or change any Tax election, file any materially amended Return, settle or compromise any Tax liability in excess of \$0.5M, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes,

enter into any closing agreement with respect to any Tax or surrender any right to claim a material Tax refund;

(vi) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits or any approvals of or from any Governmental Entity necessary to conduct its businesses as now conducted or as proposed to be conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for approvals;
(vii) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Company to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement; or
(viii) agree, resolve or commit to do any of the foregoing;
(f) The Company will use its commercially reasonable efforts to cause the current insurance (or re‐insurance) policies maintained by the Company or any of its subsidiaries, including directors' and officers' insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re‐insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to the Arrangement Agreement, none of the Company or any of its subsidiaries shall obtain or renew any insurance (or re‐insurance) policy for a term exceeding 12 months;
(g) The Company will keep the Purchaser fully informed as to all material decisions or actions required to be made with respect to the operations of the business of the Company; provided, however, that the failure to do so shall not constitute a breach of the Arrangement Agreement that, in and of itself, may lead to termination of the Arrangement Agreement; and
(h) The Company shall promptly notify the Purchaser in writing of any circumstance or development that, to the knowledge of the Company, is or could reasonably be expected to constitute a Material Adverse Effect.

The Purchaser has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Date and the time that the Arrangement Agreement is terminated in accordance with its terms, except with the Company's consent in writing, which consent will not be unreasonably withheld, conditioned or delayed, as expressly permitted or specifically contemplated by the Arrangement Agreement, or as is otherwise required by applicable Law or any Governmental Entity:

(a) The Purchaser shall not, nor shall it permit any of its material subsidiaries to, directly or indirectly, without the prior written consent of the Company:

(ii) split, combine or reclassify any shares in the capital of the Purchaser or any of its material subsidiaries, or declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of the Purchaser Shares owned by any person or, in the case of any subsidiary wholly‐owned by the Purchaser, any dividends payable to the Company or any other wholly‐owned subsidiary of the Company;
(iii) amend the terms of any of its securities;
(iv) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Purchaser or any of its material subsidiaries; or
(v) enter into any agreement with respect to the foregoing;
(b) Neither the Purchaser nor any of its subsidiaries will, except in the Ordinary Course in certain cases:
(i) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Company to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement; or
(ii) agree, resolve or commit to do any of the foregoing;
(c) The Purchaser will keep the Company fully informed as to all material decisions or actions required to be made with respect to the operations of the business of the Purchaser; provided, however, that the failure to do so shall not constitute a breach of the Arrangement Agreement that, in and of itself, may lead to termination of the Arrangement Agreement; and
(d) The Purchaser shall promptly notify the Company in writing of any circumstance or development that, to the knowledge of the Purchaser, is or could reasonably be expected to constitute a Material Adverse Effect.

Covenants Regarding the Arrangement

The Company has undertaken to perform and cause its subsidiaries to perform, all obligations required to be performed by the Company under the Arrangement Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated thereby, including to:

(a) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to the Company or any of its subsidiaries and the Company shall file as soon as reasonably practicable with all applicable Governmental Entities all notices, applications, submissions or other documents or information required and, without limiting the foregoing, the Company shall use its commercially reasonable efforts to satisfy, as soon as reasonably possible, any requests for information and documentation received from any Governmental Entity in connection with such approval; and, in doing so, keep the Purchaser reasonably informed as to the status of the proceedings related to obtaining such approvals, including providing the Purchaser with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to the Purchaser's outside counsel on an "external counsel" basis), in order for the Purchaser to provide its comments thereon, which shall be given due and reasonable consideration;

(b) use its commercially reasonable efforts to obtain all third‐party consents, approvals and notices required under, and shall obtain all amendments reasonably requested by the Purchaser in respect of, any Material Contracts and all Key Third Party Consents, all as set out in the Company Disclosure Letter;
(c) defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated thereby;
(d) except as permitted by the Arrangement Agreement, not take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Company to consummate the Arrangement or the other transactions contemplated thereby; and
(e) until the earlier of the Effective Time and termination of the Arrangement Agreement, the Company shall, subject to applicable Law, make available and cause to be made available to the Purchaser, and the agents and advisors thereto, information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Combined Company following the Effective Date and confirming the representations and warranties of the Company set out in this Agreement.

The Purchaser has undertaken to perform all obligations required to be performed by it under the Arrangement Agreement, cooperate with the Company in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and other transactions contemplated thereby, including to:

(a) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals relating to the Purchaser or any of its subsidiaries and the Purchaser shall file as soon as reasonably practicable with all applicable Governmental Entities all notices, applications, submissions or other documents or information required and, without limiting the foregoing, the Purchaser shall use its commercially reasonable efforts to satisfy, as soon as reasonably possible, any requests for information and documentation received from any Governmental Entity in connection with such approval; and, in doing so, keep the Company reasonably informed as to the status of the proceedings related to obtaining such approvals, including providing the Company with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to the Company's outside counsel on an "external counsel" basis), in order for the Company to provide its comments thereon, which shall be given due and reasonable consideration;

(b) subject to the terms and conditions of the Arrangement Agreement and of the Plan of Arrangement and applicable Laws, issue to the Company Shareholders the Consideration Shares to be issued pursuant to the Arrangement following the Effective Time;
(c) do all things necessary to: (i) allot, set aside and reserve for issuance such number of Purchaser Shares as may be issuable following the Effective Time on any exercise, redemption or conversion of the Company Convertible Securities in accordance with their terms; (ii) assume all obligations in respect of the Company DSUs, Company RSUs and Company PSUs; and (iii) perform the obligations of the Purchaser required prior to the Effective Time pursuant to (A) the Company Convertible Securities upon the adjustment of the Company Convertible Securities to become exercisable, redeemable or otherwise convertible for Purchaser Shares following the Effective Time pursuant to the underlying agreement, indenture, certificate, plan or other terms and conditions attaching thereto and (B) the Company DSUs, Company RSUs, and Company PSUs upon the assumption thereof;
(d) use its commercially reasonable efforts to obtain as soon as practicable following execution of the Arrangement Agreement all third‐party consents, approvals and notices required under, and shall obtain all amendments reasonably requested by the Company in respect of, any Material Contracts and all Key Third Party Consents, all as set out in the Purchaser Disclosure Letter;
(e) defend all lawsuits or other legal, regulatory or other proceedings against the Purchaser challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated thereby;
(f) except as permitted by the Arrangement Agreement, not take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Purchaser to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement.

Mutual Covenants

Each of the Company and the Purchaser has covenanted and agreed that, subject to the terms and conditions of the Arrangement Agreement, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms:

(a) it will, and will cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under the Arrangement Agreement to the extent the same is within its control and to take, or cause to be taken, as promptly as practicable, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using its commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals required to be obtained by it; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; (iv) co‐operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder, including giving the other Party a reasonable opportunity to review and comment on any filing or submission being made to a Governmental Entity in connection with the Key Regulatory Approvals, which comments the receiving Party shall give due consideration to, and providing the other Party with a final copy of any filing or submission made to a Governmental Entity (where a Party regards any information in a filing or submission to be both confidential and competitively sensitive, the supplying Party may restrict the supply of such information to the receiving Party's external legal counsel only and such receiving Party shall not request or receive such information from its external legal counsel without the supplying Party's written consent); (v) provide the other Party with any communications received from a Governmental Entity in connection with obtaining the Key Regulatory Approvals; (vi) neither Party shall attend any meeting with a Governmental Entity in connection with obtaining the Key Regulatory Approvals, whether such meeting will be by teleconference or in person, without affording the other Party a reasonable opportunity to attend such meeting (provided that the Governmental Entity does not object to the attendance of both Parties at any such meeting); in addition, subject to the terms and conditions of the Arrangement Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and (vii) the Parties shall exchange such information that a Party reasonably requests for the purposes of determining whether any filing or notices to a Governmental Entity under any competition or anti‐trust laws outside of Canada must be submitted in connection with the transactions contemplated by the Arrangement Agreement;

(b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to significantly impede the making or completion of the Plan of Arrangement except as permitted by the Arrangement Agreement; and
(c) it shall use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of Consideration Shares to the Company Shareholders pursuant to the Plan of Arrangement,

provided, however, that the mutual covenants shall not require the Purchaser to take any steps or actions that would, in its sole discretion, as applicable, affect the Purchaser's or its subsidiaries' right to own, use or exploit its business, operations or assets or those of the Company or any of its subsidiaries including, for greater certainty, divesting or agreeing to divest of any assets of the Purchaser, the Company or any of their respective subsidiaries, terminating any existing relationships, contractual rights or obligations of the Purchaser, the Company or any of their respective subsidiaries or effecting any change or restructuring of the Purchaser, the Company or any of their respective subsidiaries in order to obtain the Key Regulatory Approvals prior to the Outside Date.

Resignations

The Company has agreed to use commercially reasonable efforts to cause, and it shall cause any of its subsidiaries to use commercially reasonable efforts to cause, prior to the Effective Time, certain directors and officers of the Company and its subsidiaries to provide resignations and mutual releases, in form and substance satisfactory to the Purchaser, acting reasonably, effective as at the Effective Time and the Company has agreed that it will, and will cause its subsidiaries to, enter into such mutual releases, as applicable.

Pre‐Acquisition Reorganization

The Company has agreed that, upon request of the Purchaser, the Company will perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a "Pre‐Acquisition Reorganization") provided, however, that the Pre‐Acquisition Reorganization shall not:

(a) impede, delay or prevent completion of the Arrangement;
(b) in the opinion of the Company, acting reasonably, prejudice Company Shareholders or other securityholders of the Company;
(c) unreasonably interfere in any material operations of the Company or its subsidiaries prior to the Effective Time;
(d) require the Company to acquire the consent of any third parties, including under any applicable Contracts of the Company;
(e) require the Company or any of its subsidiaries to contravene any Laws, its organizational documents or any Contracts of the Company;
(f) result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any (i) Company Shareholders or other securityholders of the Company or (ii) Purchaser Shareholders or other securityholders of Purchaser, as applicable, incrementally greater (unless de minimis) than the Taxes or other adverse consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre‐Acquisition Reorganization; or
(g) be effective prior to the Company Meeting.

In the event the Purchaser requests a Pre‐Acquisition Reorganization, the Purchaser has agreed that it must provide written notice to the Company of any proposed Pre‐Acquisition Reorganization at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, the Parties shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre‐Acquisition Reorganization, including any amendment to the Arrangement Agreement or the Plan of Arrangement, and shall seek to have any such Pre‐Acquisition Reorganization made effective prior to the Effective Date. The Purchaser has agreed to waive any breach of a representation, warranty or covenant of the Arrangement Agreement by the Company where such breach is a direct result of an action taken by the Company in good faith pursuant to a request by the Purchaser for a Pre‐Organization Reorganization. The Company has agreed to use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons required to effect each Pre‐Acquisition Reorganization, and the Company will cooperate with the Purchaser in structuring, planning and implementing any such Pre‐Acquisition Reorganization.

The Purchaser has agreed that it will be responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre‐Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Company and its affiliates (and their officers, directors and employees (to the extent that such employees are assessed with statutory liability therefor)) for all direct and indirect costs or losses, including any adverse Tax consequences, out‐of‐pocket costs and expenses, including out‐of‐pocket legal fees and disbursements, incurred in connection with any Pre‐Acquisition Reorganization.

Company Management Termination Payments

The Company has agreed that it will make 50% of the Company Management Termination Payments, immediately prior to the Effective Time (and not earlier than the Business Day prior to the Effective Date), and make the remaining 50% of the Company Management Termination Payments 12 months following the Effective Date and the Purchaser has agreed to unconditionally and on an unsecured basis guarantee all obligations of the Company in connection with the remaining 50% of the Company Management Termination Payments.

Stock Exchange Matters

Subject to Laws, the Purchaser and the Company have agreed to use their commercially reasonable efforts to cause the Company Shares to be de‐listed from the TSXV with effect promptly following the acquisition by the Purchaser of the Company Shares pursuant to the Arrangement.

Conditions Precedent

Mutual Conditions

The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

(a) the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or the Purchaser, acting reasonably, on appeal or otherwise;
(b) the Court shall have determined that the terms and conditions of the issuance of the Consideration Shares to Company Shareholders pursuant to the Plan of Arrangement are procedurally and substantively fair to Company Shareholders and the Final Order shall have been granted in a form satisfactory to the Company and the Purchaser, each acting reasonably;
(c) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order;
(d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against the Purchaser or the Company which shall prevent the consummation of the Arrangement;
(e) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained and shall remain in effect;
(f) the Arrangement Agreement shall not have been terminated in accordance with its terms; and
(g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus requirements of applicable Securities Laws either by virtue of exemptive relief from the Canadian Securities Regulator of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45‐102 – Resale of Securities of the Canadian Securities Administrators).

Conditions to the Obligations of the Company

The obligations of the Company to complete the Arrangement, shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the Company and may only be waived by the Company):

(a) all covenants of the Purchaser under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by the Company shall have been duly performed by the Purchaser in all material respects, and the Company shall have received a certificate of the Purchaser, addressed to the Company and dated as of the Effective Time, signed on behalf of the Purchaser by two executive officers of the Purchaser (on the Purchaser's behalf and without personal liability), confirming the same as of the Effective Date;
(b) all representations and warranties of the Purchaser set forth in the Arrangement Agreement that are qualified by the expression "Material Adverse Effect" shall be true and correct in all respects, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by the Purchaser in the Arrangement Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date); and the Company shall have received a certificate of the Purchaser, addressed to the Company and dated as of the Effective Time, signed on behalf of the Purchaser by two executive officers of the Purchaser (on the Purchaser's behalf and without personal liability), confirming the same as at the Effective Date;
(c) since the date of the Arrangement Agreement, there shall not have occurred any event, occurrence, development or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Purchaser;
(d) the Purchaser shall have complied with its obligations under Section 2.7 of the Arrangement Agreement and the Share Depositary shall have confirmed receipt of the Consideration Shares contemplated thereby; and
(e) the Purchaser shall have provided an unconditional and unsecured guarantee to each recipient of the remaining 50% of the Company Management Termination Payments, in a form satisfactory to each such recipient and their respective counsel.

Conditions to the Obligations of the Purchaser

The obligations of the Purchaser to complete the Arrangement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may only be waived by Purchaser):

(a) all covenants of the Company under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by the Purchaser shall have been duly performed by the Company in all material respects, and the Purchaser shall have received a certificate of the Company addressed to the Purchaser and dated as of the Effective Time, signed by two executive officers on behalf of the Company (on the Company's behalf and without personal liability), confirming the same as at the Effective Date;
(b) all representations and warranties of the Company set forth in the Arrangement Agreement that are qualified by the expression "Material Adverse Effect" shall be true and correct in all respects, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by the Company in the Arrangement Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date); and the Purchaser shall have received a certificate of the Company addressed to the Purchaser and dated as of the Effective Time, signed on behalf of the Company by two executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as at the Effective Date;
(c) since the date of the Arrangement Agreement, there shall not have occurred any event, occurrence, development or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company;
(d) the resignations and mutual releases contemplated by Section 5.6 of the Arrangement Agreement shall have been executed and delivered;
(e) holders of no more than 5% of the Company Shares shall have exercised Dissent Rights; and
(f) the first installment of the Company Management Termination Payments shall have been made by the Company; and

(g) the Company shall have a minimum of \$250,000 in cash after payment in full of all outstanding accounts payable (including legal fees, financial advisory fees and all other fees and costs associated with the completion of the Arrangement, including payment of the Warrant Consideration).

Other Covenants and Agreements

The Arrangement Agreement contains certain other covenants and agreements, including covenants relating to giving prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date of the Arrangement Agreement to the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(a) cause any of the representations or warranties of any Party contained therein to be untrue or inaccurate in any material respect from the date of the Arrangement Agreement or at the Effective Time; or
(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party prior to the Effective Time.

The Parties have agreed that each may not exercise their respective right to terminate the Arrangement Agreement unless the Party intending to rely on such termination rights has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non‐fulfilment of the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate the Arrangement Agreement until the expiration of a period of 10 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order, such application and such filing shall be postponed until the expiry of such period.

Non‐Solicitation Covenants

Except as otherwise expressly provided in the Arrangement Agreement or to the extent that the Purchaser, in its sole and absolute discretion, has otherwise consented in writing, until the earlier of the Effective Time or the date, if any, on which the Arrangement Agreement is terminated, the Company has undertaken to not and to cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person:

(a) make, solicit, assist, initiate, promote, facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal;
(b) participate, directly or indirectly, in any discussions or negotiations with any person (other than the other Party or any of its affiliates) regarding, or furnish to any person any information or otherwise co‐operate with, respond to, assist or participate in, an Acquisition Proposal; provided, however, a Party may communicate with any person making an Acquisition Proposal for the purpose of advising such person that the Acquisition Proposal could not reasonably be expected to result in a Superior Proposal;
(c) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal;
(d) accept or enter into or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, understanding, undertaking or arrangement or other Contract in respect of an Acquisition Proposal, or requiring it to abandon, terminate or fail to consummate the Arrangement, or providing for the payment of any break, termination or other fees or expenses to any person in relation to an Acquisition Proposal;
(e) make a Change in Recommendation; or
(f) make any public announcement or take any other action inconsistent with the recommendation of the Purchaser Board to approve the Arrangement, in the case of Purchaser, or the Company Board, in the case of the Company.

Each Party has agreed to, and to cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by it, its subsidiaries or any Representatives with respect to any Acquisition Proposal, and, in connection therewith, such Party will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding such Party and its subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding such Party and its subsidiaries. Each Party has agreed that neither it nor any of its subsidiaries, shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcement of the Arrangement Agreement, pursuant to the express terms of any such agreement, shall not be a violation of the Arrangement Agreement) and each Party undertakes to enforce all standstill, non‐disclosure, non‐disturbance, non‐solicitation and similar covenants that it or any of its subsidiaries have entered into.

If at any time following the date of the Arrangement Agreement and prior to obtaining the Company Shareholder Approval, a Party receives a bona fide, written Acquisition Proposal that did not result from a breach of the Arrangement Agreement and that the board of directors of such Party determines in good faith, after consultation with its financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to lead to a Superior Proposal, then such Party may, in response to a request made by the party making such Acquisition Proposal provided it is in compliance with the Arrangement Agreement:

(a) furnish information with respect to such Party and its subsidiaries to the person making such Acquisition Proposal;
(b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; and/or

(c) waive any standstill provision or agreement that would otherwise prohibit such person from making such Acquisition Proposal;

provided that such Party shall not, and shall not allow its Representatives to, disclose any non‐public information to such person: (i) if such non‐public information has not been previously provided to, or is not concurrently provided to the other Party hereto; and (ii) without entering into an agreement with such person, substantially in the form of the Confidentiality Agreement, containing terms that are no less favourable to such person than those found in the Confidentiality Agreement; provided, however, that any such agreement shall not preclude such person from making a Superior Proposal.

Each Party has agreed that it shall promptly notify the other Party, at first orally and then in writing within 24 hours of receipt of the Acquisition Proposal, of the material terms and conditions thereof, and the identity of the person or persons making the Acquisition Proposal, and shall provide the other Party with a copy of any such proposal, inquiry, offer or request, a copy of any agreement entered into and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. The Party receiving the Acquisition Proposal shall thereafter also provide such other details of such proposal, inquiry, offer or request, or any amendment to any of the foregoing, as the other Party may reasonably request and shall keep the other Party fully informed as to the status, including any changes to the material terms, of such proposal, inquiry, offer or request, or any amendment to any of the foregoing, and shall respond promptly to all inquiries from the other Party with respect thereto.

Each Party agrees that if at any time following the date of the Arrangement Agreement and prior to obtaining the Company Shareholder Approval, either Party receives an Acquisition Proposal that did not result from a breach of the Arrangement Agreement and which the respective board of directors concludes in good faith constitutes a Superior Proposal, it may, subject to compliance with the procedures set forth in the Arrangement Agreement, terminate the Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal.

Each Party agrees that nothing contained in the Arrangement Agreement prohibits either Party from taking any action or making a Change in Recommendation or from making any disclosure to any of its securityholders prior to the Effective Time including, for greater certainty, disclosure of a Change in Recommendation in respect of an Acquisition Proposal, if, in the good faith judgment of such Party, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with such board of directors' exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors' circular or otherwise as required under Securities Laws). Each Party agrees that it will ensure that its officers, directors and employees and its subsidiaries and their officers, directors, employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of Section 7.2 of the Arrangement Agreement, and that it shall be responsible for any breach of such section by such officers, directors, employees and any financial advisors or other advisors or representatives.

Right to Match

Each Party agrees that it will not accept, approve, endorse or recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than, for clarity, a confidentiality and standstill agreement permitted by the Arrangement Agreement) or make a Change in Recommendation as a result thereof unless:

(a) the Party receiving such proposal (the "Receiving Party") has complied with its obligations under the Arrangement Agreement and has provided the other Party (the "Responding Party") with a copy of the Superior Proposal and all related documentation; and
(b) a period (the "Response Period") of four Business Days has elapsed from the date that is the later of: (i) the date on which the Responding Party receives written notice from the Receiving Party that it has determined, subject only to compliance with the Arrangement Agreement, to accept, approve, endorse, recommend or enter into a binding agreement to proceed with such Superior Proposal; and (ii) the date the Responding Party receives a copy of the Superior Proposal and all related documents.

Each Party agrees that during the Response Period, the Responding Party will have the right, but not the obligation, to offer to amend the Arrangement Agreement and the Plan of Arrangement, including modification of the Consideration. The Receiving Party shall review any such offer by the Responding Party to amend the Arrangement Agreement and the Plan of Arrangement to determine whether the Acquisition Proposal to which the Responding Party is responding would continue to be a Superior Proposal when assessed against the Arrangement as it is proposed in writing by the Responding Party to be amended. If the Receiving Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal, when assessed against the Arrangement Agreement and the Plan of Arrangement as they are proposed to be amended by the Responding Party, the Receiving Party will cause it to enter into an amendment to the Arrangement Agreement with the Responding Party incorporating the amendments to the Arrangement Agreement and Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, it may recommend that holders of its securities accept such Superior Proposal provided that before doing so it terminates the Arrangement Agreement and pays the Termination Fee, as applicable, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.

Each Party agrees that each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Receiving Party's securities shall constitute a new Acquisition Proposal and the Responding Party shall be afforded a new Response Period and the rights afforded in respect of each such Acquisition Proposal. Where at any time within 10 days before the Company Meeting, the Receiving Party has provided the Responding Party with notice, an Acquisition Proposal has been publicly disclosed or announced, and the Response Period has not elapsed, then, subject to applicable Laws, at the Purchaser's request, the Company will postpone or adjourn the Company Meeting, to a date acceptable to the Purchaser, acting reasonably, which shall not be later than ten days after the scheduled date of the Company Meeting, and shall, in the event that the Parties amend the terms of the Arrangement Agreement, ensure that the details of such amended agreement are communicated to the Company Shareholders prior to the postponed meeting or resumption of the adjourned meeting, as the case may be.

Termination

The Arrangement Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time in certain circumstances, including:

(a) by mutual written consent of the Purchaser and the Company;

(b) by either the Purchaser or the Company, if
(i) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under this Agreement has been the cause of, or directly resulted in, the failure of the Effective Time to occur by such Outside Date;
(ii) after the date of the Arrangement Agreement, there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins the Company or the Purchaser from consummating the Arrangement and such applicable Law (if applicable) or enjoinment shall have become final and non‐appealable; or
(iii) the Company Arrangement Resolution shall have failed to obtain the Company Shareholder Approval at the Company Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order;
(c) by the Purchaser, if
(i) the Company Board makes a Change in Recommendation;
(ii) the Purchaser enters into a legally binding agreement with respect to a Superior Proposal, provided that concurrently with such termination, the Purchaser pays the Termination Fee;
(iii) any condition set forth in Section 6.1 or Section 6.2 of the Arrangement Agreement is not satisfied, and such condition is incapable of being satisfied by the Outside Date;
(iv) subject to the Arrangement Agreement, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.2 of the Arrangement Agreement not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth not to be satisfied;
(v) the Company is in breach or in default of any of its obligations or covenants set forth in Section 7.2 of the Arrangement Agreement other than an immaterial breach of the Company's obligations to provide notice of an Acquisition Proposal to the Purchaser within a prescribed period; or
(vi) the Company enters into a legally binding agreement relating to a Superior Proposal; or
(d) by the Company, if
(i) the Purchaser Board makes a Change in Recommendation;
(ii) the Company enters into a legally binding agreement with respect to a Superior Proposal; provided that concurrently with such termination, the Company pays the Termination Fee;
(iii) any condition set forth in Section 6.1 or Section 6.3 of the Arrangement Agreement is not satisfied, and such condition is incapable of being satisfied by the Outside Date;
(iv) subject to the Arrangement Agreement, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in the Arrangement Agreement (other than as set forth in Section 7.2) shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Company is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth not to be satisfied;
(v) the Purchaser is in breach or in default of any of its obligations or covenants set forth in Section 7.2 of the Arrangement Agreement, other than an immaterial breach of the Purchaser's obligations to provide notice of an Acquisition Proposal to the Company within a prescribed period; or
(vi) the Purchaser enters into a binding agreement relating to a Superior Proposal.

Termination Fee Payable by the Company

The Purchaser is entitled to be paid the Termination Fee by the Company upon the occurrence of any of the following events, subject to the terms of the Arrangement Agreement:

(a) the Arrangement Agreement is terminated by the Purchaser due to the failure of the Company's Board to recommend the Arrangement Agreement, or if the Company Board withdraws, amends, modifies, qualifies or fails to reaffirm its recommendation of the Arrangement Agreement, pursuant to the conditions set out in the Arrangement Agreement with respect to obtaining shareholder approval;
(b) the Arrangement Agreement is terminated by the Purchaser due to the Company breaching its non‐solicitation covenants in the Arrangement Agreement in any material respects;
(c) the Arrangement Agreement is terminated by the Purchaser due to the Company entering into a legally binding agreement with respect to a Superior Proposal; or
(d) the Arrangement Agreement is terminated by either the Company or the Purchaser if, in either case, prior to the earlier of the termination of the Arrangement Agreement or the holding of a Company Meeting, an Acquisition Proposal with respect to the Company has
(i) the Acquisition Proposal is consummated by the Company; or
(ii) the Company and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Company Board approves or recommends, the Acquisition Proposal which is subsequently consummated at any time thereafter.

Termination Fee Payable by the Purchaser

The Company is entitled to be paid the Termination Fee by the Purchaser upon the occurrence of any of the following events, subject to the terms of the Arrangement Agreement:

(a) the Arrangement Agreement is terminated by the Company due to the failure of the Purchaser Board to recommend the Arrangement Agreement, or if the Purchaser Board withdraws, amends, modifies, qualifies or fails to reaffirm its recommendation of the Arrangement Agreement, pursuant to the conditions of the Arrangement Agreement;
(b) the Arrangement Agreement is terminated by the Company due to the Purchaser breaching its non‐solicitation covenants in the Arrangement Agreement in any material respects; or
(c) the Arrangement Agreement is terminated by the Company due to the Purchaser entering into a legally binding agreement with respect to a Superior Proposal.

Termination due to Non‐Compliance with the Outside Date

If the Arrangement Agreement is terminated by the Company due to the Purchaser's failure to perform any of its obligations under the Arrangement Agreement on or before the Outside Date, an amount equal to \$300,000 shall be paid by the Purchaser to the Company. Alternatively, if the Arrangement Agreement is terminated by the Purchaser due to the Company's failure to perform any of its obligations under the Arrangement Agreement on or before the Outside Date, or due to the Company's failure to obtain the Company Shareholder Approval with respect to the Arrangement Agreement, an amount equal to \$300,000 shall be paid by the Company to the Purchaser.

Amendment

Subject to the terms of the Interim Order, the Plan of Arrangement and applicable Laws, the Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by written agreement of the Parties, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement, or in any document delivered pursuant to the Arrangement Agreement;
(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement or waive or modify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any mutual conditions contained in the Arrangement Agreement;

provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

Procedure for the Arrangement Becoming Effective

The Arrangement is proposed to be carried out pursuant to the provisions of Division 5 of Part 9 of the BCBCA. The following procedural steps must be taken for the Arrangement to become effective:

(a) the Company Arrangement Resolution must be approved by the Company Shareholders at the Company Meeting either in person or by proxy in the manner required by the Interim Order and applicable Laws;
(b) the Arrangement must be approved by the Court pursuant to the Final Order; and
(c) all conditions precedent to the Arrangement set forth in the Arrangement Agreement must be satisfied or waived by the appropriate Party.

Approval of Company Shareholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Company Arrangement Resolution shall be at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie, the President, CEO and a director of the Company in accordance with Multilateral Instrument 61‐101 — Protection of Minority Security Holders in Special Transactions. Notwithstanding the foregoing, the Company Arrangement Resolution authorizes the Company Board, without further notice to or approval of the Company Shareholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Company Arrangement Resolution is not approved by the Company Shareholders, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Company Arrangement Resolution. See also "Part V — General Proxy Matters — Procedure and Votes Required".

On May 2, 2023, the TSX advised the Purchaser that Purchaser Shareholder approval of the Arrangement would not be required by the TSX in connection with the Arrangement.

Court Approvals

Interim Order

Final Order

For further information regarding the Court hearing for the application for the Final Order and the rights of Company Securityholders in connection with the Court hearing for the application for the Final Order, see the Interim Order attached as Appendix B to this Circular and the form of Petition and Notice of Hearing of Petition attached as Appendix C to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is the only such notice of that proceeding.

The Consideration Shares to be issued pursuant to the Arrangement to Company Shareholders in exchange for their Company Shares have not and will not be registered under the U.S. Securities Act or any U.S. Securities Laws, and are being issued in reliance on the Section 3(a)(10) Exemption thereof. The issuance of the foregoing securities is also expected to be exempt from, or not subject to, registration or qualification under U.S. state securities, or "blue sky", Laws. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares are approved by the Court, the Company and the Purchaser intend to rely upon the Final Order of the Court approving the Arrangement and such issuance of Consideration Shares as a basis for the exemption from registration under the U.S. Securities Act of the issuance pursuant to the Arrangement of the Consideration Shares. Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement and such issuance of the Consideration Shares, such Consideration Shares issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. The Court, in hearing the application for the Final Order, will consider, among other things, the fairness and the reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any required amendments, the Company and/or the Purchaser may determine not to proceed with the Arrangement, in which case the Consideration Shares will not be issued.

Stock Exchange Listing Approvals and Delisting Matters

The Company is a reporting issuer under Canadian Securities Laws in the provinces of British Columbia, Alberta, and Ontario. The Company Shares are listed and posted for trading on the TSXV under the trading symbol "XYZ" and quoted on the OTCQX in the United States under the symbol "XYZFF". On March 3, 2023, the last trading day on which the Company Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Company Shares on the TSXV was \$0.35. On May 16, 2023, the closing price of the Company Shares on the TSXV was \$0.40.

The Purchaser is a reporting issuer under Canadian Securities Laws in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The Purchaser Shares are listed and posted for trading on the TSX under the symbol "STGO". On March 3, 2023, the last trading day on which the Purchaser Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Purchaser Shares on the TSX was \$1.05. On May 16, 2023, the closing price of the Purchaser Shares on the TSX was \$1.01.

It is a mutual condition to completion of the Arrangement that the TSX will have conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement on the TSX. Accordingly, the Purchaser has agreed to use commercially reasonable efforts to obtain conditional approval of the listing of the Consideration Shares for trading on the TSX, subject only to the satisfaction by the Purchaser of customary listing conditions of the TSX. The TSX has conditionally approved the listing of the Purchaser Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement.

Timing

If the Company Meeting is held as scheduled and is not adjourned and/or postponed, and the Company Shareholder Approval is obtained, it is expected that the Company will apply for the Final Order approving the Arrangement on June 21, 2023. If the Final Order is obtained in a form and substance satisfactory to the Company and the Purchaser, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, the Company expects the Effective Date to occur in the second quarter of 2023, following the receipt of all requisite Key Regulatory Approvals and Key Third Party Consents. However, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, or extended by mutual agreement of the Parties.

Although the Company's and the Purchaser's objective is to have the Effective Date occur as soon as reasonably practicable after the Company Meeting, the Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining, or failure to receive, any required Key Regulatory Approval on acceptable terms and conditions in a timely manner. The Company and/or the Purchaser may determine not to complete the Arrangement without prior notice to or action on the part of Company Securityholders.

Procedure for Exchange of Company Shares

regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Purchaser Shares in respect of their Company Shares.

To prevent a delay in receiving the Consideration, Registered Company Shareholders should consider re‐ registering their Company Shares with an Intermediary prior to the Effective Date.

From and after the Effective Time, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares will be deemed to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate or DRS Advice is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. No dividend or other distribution declared or made after the Effective Time with respect to Purchaser Shares with a record date after the Effective Time will be payable or paid to the holder of any unsurrendered certificates or DRS Advices that, immediately prior to the Effective Time, represented outstanding Company Shares until the surrender of such certificates or DRS Advices in exchange for the Consideration issuable therefore pursuant to the terms of the Plan of Arrangement. Subject to applicable Law and the Plan of Arrangement, at the time of such surrender, there will, in addition to the delivery of a DRS Advice representing the Purchaser Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Purchaser Shares.

Subject to applicable legislation relating to unclaimed personal property, if any Former Company Shareholder fails to deliver to the Share Depositary the certificates, DRS Advices, documents or instruments required to be delivered to the Share Depositary as required by the Plan of Arrangement in order for such Former Company Shareholder to receive the Consideration to which such Former Company Shareholder is entitled to receive pursuant to the Plan of Arrangement, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such Former Company Shareholder will be deemed to have donated and forfeited to the Purchaser or its successors any Consideration held by the Share Depositary as agent for such Former Company Shareholder to which such Former Company Shareholder is entitled and (ii) any certificate or DRS Advice representing Company Shares formerly held by such Former Company Shareholder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, nor any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Share Depositary as agent for any such Former Company Shareholder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure for Exchange of Company Warrants

The Company and the Purchaser have appointed Computershare to act as Warrant Depositary to handle the exchange of Company Warrants for the Warrant Consideration. Following receipt of the Final Order and prior to the Effective Date, the Company will deliver, or cause to be delivered, for the benefit of applicable Company Warrant Holders, a sufficient amount of cash to the Warrant Depositary to satisfy the aggregate Warrant Consideration payable to the Company Warrant Holders in accordance with the Plan of Arrangement, which Warrant Consideration will be held by the Warrant Depositary as agent and nominee for such Company Warrant Holder for payment in accordance with the provisions of the Plan of Arrangement.

In order to receive the Warrant Consideration, registered holders of Company Warrants must deposit with the Warrant Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) representing the registered holder's certificates representing the Company Warrants and such other documents and instruments as the Warrant Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of the Company. Registered holders of Company Warrants who do not have their Company Warrant certificates should refer to "Part I — The Arrangement — Lost Certificates".

The exchange of Company Warrants for Warrant Consideration in respect of any non‐registered holder of Company Warrants is expected to be made with the non‐registered holder's Intermediary account of Company Warrants through the procedures in place for such purposes between CDS or DTC and such Intermediary. Non‐registered holders of Company Warrants should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the Warrant Consideration in respect of their Company Warrants.

The use of mail to transmit certificates representing Company Warrants and the Letter of Transmittal will be at the risk of registered holders of Company Warrants. The Company recommends that such certificates and documents be delivered by hand to the Warrant Depositary and a receipt therefor be obtained or that registered mail with return receipt requested, properly insured, be used.

From and after the Effective Time, each certificate that immediately prior to the Effective Time represented Company Warrants will be deemed to represent only the right to receive in exchange therefor the Warrant Consideration that the holder of such certificate is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

Subject to applicable legislation relating to unclaimed personal property, if any former holder of Company Warrants fails to deliver to the Warrant Depositary the certificates, documents or instruments required to be delivered to the Warrant Depositary as required by the Plan of Arrangement in order for such former holder of Company Warrants to receive the Warrant Consideration to which such former holder of Company Warrants is entitled to receive pursuant to the Plan of Arrangement, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder of Company Warrants will be deemed to have donated and forfeited to the Purchaser or its successors any Warrant Consideration held by the Warrant Depositary in trust for such former holder of Company Warrants to which such former holder of Company Warrants is entitled and (ii) any certificate representing Company Warrants formerly held by such former holder of Company Warrants will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, nor any of their respective successors, will be liable to any person in respect of any Warrant Consideration (including any consideration previously held by the Warrant Depositary in trust for any such former holder of Company Warrants) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Treatment of Fractional Purchaser Shares

In no event will any fractional Purchaser Shares be issued to Former Company Shareholders under the Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Former Company Shareholder as consideration under the Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be issued to such Company Shareholders will be rounded down to the nearest whole Purchaser Share and no Former Company Shareholder will be entitled to any compensation in respect of a fractional Purchaser Share.

Return of Company Shares

If the Arrangement is not completed, any certificates and DRS Advices representing deposited Company Shares will be returned to the depositing Company Shareholder upon written notice to the Share Depositary from the Purchaser by returning the certificates or DRS Advices representing deposited Company Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the Company Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register of Company Shares maintained by Computershare on behalf of the Company.

Return of Company Warrants

If the Arrangement is not completed, any certificates representing deposited Company Warrants will be returned to the depositing holder of Company Warrants upon written notice to the Warrant Depositary from the Company by returning the certificates representing deposited Company Warrants (and any other relevant documents) by first class insured mail in the name of and to the address specified by the holders of the Company Warrants in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register of Company Warrants maintained by Computershare on behalf of the Company or by the Company.

Mail Service Interruption

Notwithstanding the provisions of the Circular, the Letter of Transmittal, the Arrangement Agreement or Plan of Arrangement, certificates or DRS Advices representing the Consideration, Warrant Consideration, certificates or DRS Advices representing Company Shares or Company Warrants to be returned, if applicable, will not be mailed if the Purchaser determines that delivery thereof by mail may be delayed.

Persons entitled to certificates or DRS Advices and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the offices of the Depositaries, as applicable, at which the Letter of Transmittal and Company Shares or Company Warrants related thereto were deposited until such time as the Purchaser has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, certificates, DRS Advices and other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are received at the office of the Depositaries at which the Company Shares or Company Warrants were deposited.

Lost Certificates

If, prior to the Effective Time, any certificate that immediately prior to the Effective Time represented one or more outstanding Company Shares or Company Warrants has been lost, stolen or destroyed, Registered Company Shareholders or registered holders of Company Warrants claiming such certificate to be lost, stolen or destroyed are instructed to contact Computershare to obtain a replacement certificate representing such lost, stolen or destroyed Company Shares or, contact the Company with respect to Company Warrants. If, following the Effective Time, any certificate that immediately prior to the Effective Time represented one or more outstanding Company Shares or Company Warrants that were transferred to the Purchaser pursuant to the Plan of Arrangement, has been lost, stolen or destroyed, the Registered Company Shareholder or registered holder of Company Warrants, as applicable, claiming such certificate to be lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositaries will issue in exchange for such lost, stolen or destroyed certificate, the Consideration or Warrant Consideration that such Former Company Shareholder or former holder of Company Warrants, as applicable, has the right to receive in accordance with the Plan of Arrangement deliverable in accordance with such holder's duly completed and executed Letter of Transmittal. When authorizing such issuance in relation to any lost, stolen or destroyed certificate representing Company Shares or Company Warrants, the holder to whom such Consideration or Warrant Consideration, as applicable, is to be delivered will, as a condition precedent to the issuance of such Consideration or Warrant Consideration, as applicable, give a surety bond satisfactory to the Purchaser and the Share Depositary, or the Company and the Warrant Depositary, as applicable, in such sum as the Purchaser or the Company may direct and indemnify the Purchaser, the Company, and the Depositaries, as applicable, in a manner satisfactory to the Purchaser, the Company and the Depositaries, as applicable, against any claim that may be made against the Purchaser or the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights

The Company, the Purchaser, the Depositaries and any other person, as applicable, will be entitled to deduct and withhold or direct any other person to deduct and withhold on their behalf, from any consideration otherwise payable, issuable or otherwise deliverable to any Company Shareholder or any other securityholder of the Company under the Plan of Arrangement and the Arrangement Agreement (including any payment to Dissenting Company Shareholders) such amounts as the Company, the Purchaser, the Depositaries or any other person, as the case may be, is required to deduct or withhold from such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any federal, provincial, state, local or foreign tax Law as is required to be so deducted or withheld by the Company, the Purchaser, the Depositaries, or any other person, as the case may be. For the purposes of the Plan of Arrangement and the Arrangement Agreement, all such deducted or withheld amounts will be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person under the Plan of Arrangement and the Arrangement Agreement, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of the Company, the Purchaser, the Depositaries, or any other person, as the case may be.

Each of the Company, the Purchaser, the Depositaries, or any other person that makes a payment under the Plan of Arrangement or the Arrangement Agreement, as applicable, is authorized to sell or otherwise dispose, on behalf of such person, such portion of Company Shares, Purchaser Shares or other securities otherwise deliverable to such person under the Plan of Arrangement or the Arrangement Agreement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Company, the Purchaser, the Depositaries or such other person, as the case may be, to enable it to comply with any deduction or withholding permitted or required under the Plan of Arrangement or the Arrangement Agreement, as applicable, and will remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Entity and any amount remaining following the sale, deduction or withholding and remittance will be paid to the person entitled thereto as soon as reasonably practicable.

Adjustment of Consideration

If between the date of the Arrangement Agreement and the Effective Time, (a) the Company pays any dividend or other distribution on the Company Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), (b) the Company changes the number of Company Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other similar transaction, (c) the Purchaser pays any dividend or other distribution on the Purchaser Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), or (d) the Purchaser changes the number of Purchaser Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other similar transaction, then, in each case, the Consideration to be paid per Company Share, and any other dependent items shall be appropriately adjusted to provide to the Company and the Purchaser and their respective shareholders with the same economic effect as contemplated by the Arrangement Agreement and the Plan of Arrangement prior to such action.

Right to Dissent

The following is only a summary of the Dissent Rights and the provisions of the BCBCA relating to the dissent and appraisal rights in respect of the Company Arrangement Resolution (as modified by the Plan of Arrangement and the Interim Order as described below) of a Registered Company Shareholder. Such summary is not a comprehensive statement of the procedures to be followed by a Registered Company Shareholder who seeks payment of the fair value of its Company Shares and is qualified in its entirety by reference to the full text of Section 237 through Section 247 of the BCBCA which is attached as Appendix I to this Circular (as modified by the Plan of Arrangement and the Interim Order). The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing. It is recommended that any Registered Company Shareholder wishing to avail himself, herself or itself of the Dissent Rights seek legal advice, as failure to strictly comply with the provisions of the BCBCA (as modified by the Plan of Arrangement and the Interim Order) may prejudice his, her or its Dissent Rights and result in the loss of all rights thereunder.

The statutory provisions dealing with the right of dissent are technical and complex. Any Registered Company Shareholders considering exercising Dissent Rights should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights.

The Dissent Procedures require that a Registered Company Shareholder who wishes to dissent with respect to all Company Shares held must send a Notice of Dissent to the Company c/o Clark Wilson LLP, Suite 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1, Attention: Cam McTavish to be received by no later 5:00 p.m. (Vancouver time) on June 15, 2023 or, in the case of any adjourned or postponed Company Meeting, by no later than 5:00 p.m. (Vancouver time) on the Business Days that is two Business Days prior to the date of the adjourned or postponed Company Meeting, and must otherwise strictly comply with the Dissent Procedures described in this Circular.

If the Company Arrangement Resolution is approved by the Company Shareholders, and the Company notifies a registered holder of Notice Shares of the Company's intention to act upon the authority of the Company Arrangement Resolution and the Interim Order and Final Order pursuant to Section 243 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, in order to exercise Dissent Rights, such Registered Company Shareholder must, within one month after the Company gives such notice, send to the Company or its transfer agent, a written notice that such holder requires the purchase of all of the Notice Shares in respect of which such holder has given Notice of Dissent. Such written notice must be accompanied by the certificate or certificates representing those Notice Shares (including a written statement prepared in accordance with Sections 244(1)(c) and 244(2) of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, if the dissent is being exercised by the Registered Company Shareholder on behalf of a Non‐registered Company Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Registered Company Shareholder becomes a Dissenting Company Shareholder, and is deemed to have sold to the Company and the Company is deemed to have purchased, the Notice Shares. Such Dissenting Company Shareholder may not vote, or exercise or assert any rights of a Company Shareholder in respect of such Notice Shares, other than the rights set forth in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

If a Registered Company Shareholder fails to comply with Section 244(1) of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, unless the Court orders otherwise, the right of the Registered Company Shareholder to Dissent terminates and ceases to apply to such Registered Company Shareholder.

Each Registered Company Shareholder as at the Record Date who duly exercises its Dissent Rights and who:

(a) is ultimately entitled to be paid fair value by the Company for the Company Shares in respect of which they have exercised Dissent Rights: (i) will be deemed not to have participated in the transactions set forth in the Plan of Arrangement (except as set forth in the Plan of Arrangement); (ii) will be entitled to be paid the fair value of such Company Shares by the Company, which fair value, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be determined as of the close of business on the Business Day immediately preceding the date on which the Company Arrangement Resolution is adopted; (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Company Shareholder had not exercised its Dissent Rights in respect of such Company Shares; and (iv) will be deemed to have transferred and assigned their Company Shares (free and clear of all Liens) to the Company pursuant to the Plan of Arrangement in consideration for such fair value; or
(b) is ultimately not entitled, for any reason, to be paid fair value for the Company Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights and shall be entitled to receive only the Consideration contemplated by the Plan of Arrangement that such Company Shareholder would have received pursuant to the Arrangement if such Company Shareholder had not exercised its Dissent Rights.

In no case will the Purchaser, the Company or any other person be required to recognize any Dissenting Company Shareholder as a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer of the Company Shares held by the Dissenting Company Shareholder to the Company under the Plan of Arrangement, and each Dissenting Company Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in respect of which they have exercised Dissent Rights. The name of such Dissenting Company Shareholder will be removed from the register of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the transfer of the Company Shares held by the Dissenting Company Shareholder to the Company under the Plan of Arrangement occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following persons are entitled to exercise Dissent Rights: (i) any holder of Company Options, Company Warrants, Company DSUs, Company RSUs, or Company PSUs; (ii) any Company Shareholder who votes or has instructed a proxyholder to vote such Company Shareholder's Company Shares in favour of the Company Arrangement Resolution (but only in respect of such Company Shares); or (iii) any Non‐registered Company Shareholder. If a Registered Company Shareholder as at the Record Date is ultimately entitled to be paid by the Company for their Company Shares, such Dissenting Company Shareholder may enter into an agreement with the Company for the fair value of such Dissenting Company Shareholder's Company Shares. If such Dissenting Company Shareholder does not reach an agreement with the Company, such Dissenting Company Shareholder, or the Company, may apply to the Court, and the Court may (a) determine the payout value of the Dissenting Company Shareholder's Company Shares or order that the payout value of the Dissenting Company Shareholder's Company Shares be established by arbitration or by reference to the registrar, or a referee or a court, and (b) make consequential orders and give directions as the Court considers appropriate. There is no obligation on the Company to make an application to the Court. The Dissenting Company Shareholder will be entitled to receive the fair value that the Company Shares had as of the close of business on the Business Day immediately preceding the date on which the Company Arrangement Resolution is adopted. After a determination of the fair value of the Dissenting Company Shareholder's Company Shares, the Company must then promptly pay that amount to the Dissenting Company Shareholder. If a Company Shareholder dissents there can be no assurance that the amount such Company Shareholder receives as fair value for its Company Shares will be more than or equal to the Consideration under the Arrangement.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Company Shareholder if, before full payment is made for the Notice Shares, (a) the Arrangement is abandoned or by its terms will not proceed, (b) the Company Arrangement Resolution is not passed by the requisite number of Company Shareholders, (c) the Company Arrangement Resolution is revoked before the Effective Time, (d) a court permanently enjoins or sets aside the Arrangement, (e) the Dissenting Company Shareholder consents to, or votes in favour of, the Company Arrangement Resolution, (f) the Dissenting Company Shareholder withdraws the Notice of Dissent with the Company's written consent, or (g) the Court determines that the Dissenting Company Shareholder is not entitled to dissent. If any of these events occur, the Company must return the share certificate(s) or DRS Advices representing the Company Shares to the Dissenting Company Shareholder, the Dissenting Company Shareholder regains the ability to vote and exercise its rights as a Company Shareholder and the Dissenting Company Shareholder must return any money that the Company paid to the Dissenting Company Shareholder in respect of the Dissenting Company Shareholder's Company Shares.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Company Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and failure to do so may result in the loss of all Dissent Rights.

If a Registered Company Shareholder chooses to exercise their Dissent Rights there can be no assurance that the amount such Registered Company Shareholder receives as fair value for its Company Shares will be more than or equal to the Consideration under the Arrangement.

Company Shares then outstanding. See "Part I – The Arrangement – The Arrangement Agreement — Conditions Precedent – Conditions to the Obligations of the Purchaser" above.

Interests of Certain Persons or Companies in the Arrangement

The directors and executive officers of the Company may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of the Company Shareholders. These interests include those described below. The Company Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by the Company Shareholders.

Share Ownership and Incentive Awards

As at the close of business on May 10, 2023, the directors and executive officers of the Company and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 3,215,363 Company Shares, representing approximately 7.6% of the outstanding Company Shares, an aggregate of 2,600,000 Company Options, representing approximately 65.4% of the outstanding Company Options and an aggregate of 143,791 Company Warrants, representing 1.99% of the outstanding Company Warrants. As at the close of business on May 10, 2023, the directors and executive officers of the Company and their associates and affiliates, as a group, did not own, directly or indirectly, or exercise control or direction over, any Purchaser Shares.

In connection with entering into the Arrangement Agreement, the Purchaser entered into the Company Support Agreements.

As a result of the Arrangement: (i) each Company Warrant that is outstanding immediately prior to the Effective Time, shall, without any further action on behalf of any holder of such Company Warrant, be deemed to be cancelled in exchange for the applicable Warrant Consideration, and all Company Warrants issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the holder thereof shall thereafter have only the right to receive the Warrant Consideration to which such holder is entitled; (ii) each vested In‐the‐Money Option will be deemed to be exercised for Company Shares and issued on a cashless basis and immediately thereafter, the Company Shares will be exchanged for Purchaser Shares at the Exchange Ratio; (iii) each unvested In‐the‐Money Option and Out‐of‐the‐ Money Option issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such Out‐of‐the‐Money Option, be cancelled without any payment therefor; and (iv) each Company Share (excluding any Company Shares held by Dissenting Company Shareholders) will be transferred by the holder thereof, free and clear of all Liens, to the Purchaser and, in consideration therefor, the Purchaser will issue the Consideration for each Company Share. See "Part I — The Arrangement — Effect of the Arrangement —Effect on Company Shares and Effect on Company Warrants and Company Options".

All Company Shares, Company Options and Company Warrants held by directors and executive officers of the Company and their associates and affiliates will be treated in the same fashion under the Arrangement as Company Shares, Company Options and Company Warrants held by other Company Shareholders, Company Option Holders and Company Warrant Holders.

The table below sets forth the number of Company Shares, Company Options and Company Warrants beneficially owned or controlled, directly or indirectly by each of the directors and executive officers of the Company as of May 10, 2023:

Name	Company Shares	Company Options	Company Warrants
James A. Currie, CEO and Director	583,333 (1)	600,000	41,666
Horng Dih Lee, Chief Financial Officer and Corporate Secretary	Nil.	550,000	Nil.
Andrew Carstensen, Director	10,416	400,000	5,208
Barry Hildred, Director	Nil.	450,000	Nil.
Wayne Livingstone, Director	2,621,614(2)	200,000	Nil.
Brian Storseth, Director	Nil.	400,000	Nil.

Notes:

(1) 200,000 Company Shares registered under James A. Currie and 383,333 Company Shares registered under Anacortes Management Ltd.

(2) 931,416 Company Shares registered under Kent Livingstone, 701,676 Company Shares registered under NS Star Enterprises Ltd., and 988,522 Company Shares registered under ROR Enterprises Ltd.

Change of Control Provisions

The Company entered into an employment agreement with James A. Currie dated March 8, 2022 (the "Currie Employment Agreement"), pursuant to which the Company engaged James A. Currie to act as the President and CEO of the Company. The Company also entered into an employment agreement with Horng Dih Lee dated March 11, 2022 (the "Lee Employment Agreement", and together, with the Currie Employment Agreement, the "Executive Employment Agreements"), pursuant to which the Company engaged Horng Dih Lee to act as the CFO and Corporate Secretary of the Company. Under the Executive Employment Agreements, James A. Currie and Horng Dih Lee (the "Executive Employees") are entitled to receive a severance payment for a change of control of the Company.

For the purposes of the Executive Employment Agreements, a "change of control" means any one or more of the following events:

(a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity that is not affiliated with the Executive Employees, as a result of which (A) the holders of Company Shares immediately prior to the completion of the transaction hold less than 50% of the outstanding voting securities of the successor corporation immediately after completion of the transaction; and (B) fewer than 50% of the directors of the Company are persons who were directors of the Company immediately prior to the transaction;

(b) the acquisition, directly or indirectly, by any person or group of persons acting in concert, as such terms are defined in the Securities Act of common shares of the Company which, when added to all Company Shares at the time held directly or indirectly by the acquiror, totals for the first time 50% of the outstanding Company Shares, or the acquiror changes more than 50% of the directors of the Company who were directors of the Company immediately prior to the acquisition;
(c) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets, rights or properties of the Company and its subsidiaries on a consolidated basis to any other person or entity (excluding the Executive Employees or a group of persons or entities acting jointly or in concert with the Executive Employees), other than transactions among the Company and its subsidiaries;
(d) a resolution is adopted to wind‐up, dissolve or liquidate the Company; or
(e) as a result of or in connection with: (A) a contested election of directors; or (B) a transaction, fewer than 50% of the directors of the Company are persons who were directors of the Company immediately prior to such election or the transaction and the Executive Employee is one of the persons that was a director before the transaction and is no longer a director after the transaction.

In particular, the Executive Employees have a right to elect, within six months following a change of control, to terminate their respective Executive Employment Agreements for any reason on giving the Company one months' written notice, in which case, such Executive Employee will be entitled to receive the balance of 24 months' pay in lieu of notice after any applicable Employment Standards Act entitlements (the "Termination Compensation"), but only if the Executive Employee signs a release of all claims against the Company.

Any pay in lieu of notice of termination will be calculated to account for the following: (i) the annual salary in effect on the notice of termination date; (ii) the cost of the Company's contributions to any Company Benefits Plan in which the Executive Employee is participating in on the notice of termination date; and (iii) a bonus (where such bonus will be based on the average of any bonus awarded pursuant to the respective Executive Employment Agreement for the two years prior to the notice of termination date.

Special Committee Compensation

No member of the Special Committee received special consideration or payment for their work on the Special Committee or for considering the Arrangement.

Additional Compensation

No directors, officers or employees received special consideration or payment for their work in connection with the Arrangement.

Insurance and Indemnification

Pursuant to the Arrangement Agreement, the Company has agreed to purchase customary policies of directors' and officers' liability insurance providing protection no less favourable than the protection provided by the policies maintained by the Company and its subsidiaries that are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date; provided that prior to the Effective Date, the Company may, in the alternative, purchase directors' and officers' liability insurance for a period of up to six years from the Effective Date without the prior written consent of the Purchaser.

The Purchaser has agreed that it will directly honour all rights to indemnification or exculpation existing in favour of present and former officers and directors of the Company and its subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement.

The applicable provisions of the Arrangement Agreement are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, the Company has confirmed that it is acting as agent and trustee on their behalf. The applicable provisions of the Arrangement Agreement will survive the termination of the Arrangement Agreement as a result of the occurrence of the Effective Date for a period of six years.

Expenses of the Arrangement

The estimated costs to be incurred by the Company with respect to the Arrangement and related matters including, without limitation, accounting, financial advisory and legal fees, the costs of preparation, printing and mailing of this Circular and other related documents and agreements, and stock exchange filing fees are expected to aggregate approximately \$2.4M.

With respect to a fairness opinion, the Company has engaged Stifel GMP to obtain the Stifel GMP Fairness Opinion. As consideration for the Stifel GMP Fairness Opinion, the Company will pay Stifel GMP in cash.

With respect to financial advisory expenses, the Company engaged Medalist Capital Inc. ("Medalist") and Trinity Advisors Corporation ("Trinity") to assist the Company in analyzing, structuring, negotiating and effecting the Arrangement (the "Financial Advisory Services"). As consideration for the Financial Advisory Services, Medalist will receive 613,708 Purchaser Shares on the closing of the Proposed Transaction and Trinity will receive a cash payment of \$650,000 from the Company.

On February 6, 2023, the Company also entered into a Finder's Fee Agreement with Leede Jones Gable Inc. (the "Finder") pursuant to which the Finder agreed to assist the Company in its efforts to secure a transaction by identifying and introducing potential purchasers to the Company. The Finder introduced the Purchaser to the Company which ultimately resulted in the Arrangement. As consideration for the Finder's services, the Company will pay a fee equal to 2% (plus GST) of the consideration received by the Company under the Arrangement Agreement (the "Finder's Fee"). The Company has elected to pay 80% of the Finder's Fee in Purchaser Shares at a price per share equal to \$1.05 per Purchaser Share for a total of 310,946 Purchaser Shares, subject to TSX approval. In calculating the Finder's Fee, the consideration received by the Company in the Arrangement shall be deemed to include the sum total of any form of consideration including but not limited to cash, common shares, debt, convertible debt, the assumption or repayment of debt, or any combination of the foregoing.

Pursuant to the Arrangement Agreement, all costs and expenses of the Parties incurred in connection with the Arrangement are to be paid by the Party incurring such expenses, except that the Purchaser will pay all filing fees or similar fees payable to a Governmental Entity and applicable Taxes in connection with a Key Regulatory Approval and all costs and expenses associated with any Pre‐Acquisition Reorganization.

Securities Law Matters

Canada

The Purchaser Shares to be issued under the Arrangement to Company Shareholders will be issued in reliance on exemptions from prospectus and registration requirements of applicable Canadian Securities Laws and, following completion of the Arrangement, the Purchaser Shares will generally be "freely tradeable" (other than as a result of any "control block" restrictions which may arise by virtue of the ownership thereof) under applicable Canadian Securities Laws. Each Company Shareholder is urged to consult such Company Shareholder's professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Purchaser Shares issued pursuant to the Arrangement.

The Company Shares are listed and posted for trading on the TSXV and Policy 5.9 of the TSXV Corporate Finance Manual requires compliance with the requirements of MI 61‐101 for TSXV‐listed issuers, as such instrument is adopted as a policy of the TSXV, in its entirety. MI 61‐101 governs certain transactions that raise the potential for conflicts of interest, specifically insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among Company Shareholders, generally by requiring enhanced disclosure, approval by a majority of Company Shareholders, excluding interested parties or related parties and their respective joint actors, and in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

As previously described in this Circular, all of the issued and outstanding Company Shares will be exchanged for Purchaser Shares under the terms of the Plan of Arrangement. Unless certain exceptions apply, the Arrangement would be considered a "business combination" in respect of the Company pursuant to MI 61‐101. Accordingly, unless no related party of the Company is entitled to receive a "collateral benefit" in connection with the Arrangement, the transaction would be considered a "business combination" and subject to minority approval requirements at the Company Meeting (each as defined in MI 61‐101).

Where "minority approval" is required, MI 61‐101 requires that, in addition to the approval of the Company Arrangement Resolution by at least two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, the Company Arrangement Resolution also requires the approval of a simple majority of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding votes cast in respect of Company Shares held by "related parties" who receive a "collateral benefit" (as such terms are defined in MI 61‐101) as a consequence of the Arrangement.

MI 61‐101 excludes from the meaning of "collateral benefit" certain benefits to a related party that are received solely in connection with the related party's service as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transactions; (b) the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially owns, or exercises control or direction over, less than 1% of each class of the outstanding securities of the issuer (the "De Minimis Exclusion"), or (ii) the related party discloses to an independent committee of the issuer the amount of the consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee's determination is disclosed in the disclosure document for the transaction (the "Independent Committee Exclusion").

In connection with the Arrangement, the Company Warrants and Company Options will be treated as set forth under "Part I — The Arrangement — Effect of the Arrangement — Effect of the Arrangement — Effect on Company Warrants and Company Options" in this Circular and the President and CEO of the Company, James A. Currie, is entitled to certain rights upon and/or following a change of control as set forth under "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement" in this Circular and the Company has considered whether any of these matters may constitute a "collateral benefit" for purposes of MI 61‐101 such that the Arrangement would therefore constitute a "business combination" under MI 61‐101.

James A. Currie, President and CEO of the Company, beneficially owns or exercises control or direction over more than 1% of the Company Shares (calculated in accordance with the provisions of MI 61‐101). The consummation of the Arrangement will result in the payment of the Company Management Termination Payments, to which James A. Currie is entitled. Accordingly, the benefits that James A. Currie will receive as a result of the completion of the Arrangement constitute "collateral benefits" if they are not otherwise excluded from the definition of "collateral benefit" as a result of the Independent Committee Exclusion. The Company has determined it may not rely on the Independent Committee Exclusion and therefore such benefit indirectly or directly received by James A. Currie may be a "collateral benefit".

As a result of the foregoing and the provisions of MI 61‐101, the Company Arrangement Resolution must be approved by at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present or in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to the Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61‐101, which excludes votes attached to Company Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by James A. Currie. As of May 10, 2023, being the Record Date for the Company Meeting, James A. Currie holds, or exercised control or direction over, directly or indirectly, 583,333 Company Shares. As a result, a total of 583,333 Company Shares (representing 1.4% of the issued and outstanding Company Shares) will be excluded from the "minority approval" vote conducted pursuant to MI 61‐101.

No formal valuation under MI 61‐101 is required to be obtained by the Company in connection with the Arrangement as no interested party (as defined in MI 61‐101) would, as a consequence of the Arrangement, directly or indirectly acquire the Company or the business of the Company, or combine with the Company, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, and neither the Arrangement nor the transactions contemplated thereunder is a "related party transaction" (as defined in MI 61‐101) for which the Company would be required to obtain a formal valuation. Furthermore, neither the Company nor any director or senior officer of the Company, after reasonable inquiry, has knowledge of any "prior valuation" (as defined in MI 61‐101) in respect of the Company that has been made in the 24 months before the date of this Circular.

United States

The Consideration Shares to be issued pursuant to the Arrangement to Company Shareholders in exchange for their Company Shares have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance upon the Section 3(a)(10) Exemption thereof. The issuance of the foregoing securities is also expected to be exempt from, or not subject to, registration or qualification under state securities, or "blue sky", Laws. The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which, among other matters, the substantive and procedural fairness of the terms and conditions of the Arrangement and such issuance of Consideration Shares will be considered. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares is approved by the Court, the Company and the Purchaser intend to rely upon the Final Order of the Court approving the Arrangement and such issuance of Consideration Shares as a basis for the exemption from registration under the U.S. Securities Act of the Consideration Shares to be issued pursuant to the Arrangement. Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement and such issuance of Consideration Shares, the issuance of the Consideration Shares pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act. The Court granted the Interim Order on May 16, 2023, and, subject to the approval of the Arrangement by Company Shareholders and satisfaction of certain other conditions, a hearing in respect of the Final Order is expected to be held on June 21, 2023 by the Court. See "Part I — The Arrangement — Court Approvals."

The Consideration Shares issuable to Company Shareholders pursuant to the Arrangement, upon completion of the Arrangement, will be freely transferrable under the U.S. Securities Act, except by persons who are "affiliates" (within the meaning of Rule 144 under the U.S. Securities Act) of the Purchaser at such time or were affiliates of the Purchaser within 90 days before such time. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by Contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer. Beneficial owners of 10% or more of an issuer's voting securities are generally considered to be affiliates of the issuer.

Any resale of such Consideration Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell Consideration Shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. If available, such affiliates (and former affiliates) may also resell such Consideration Shares pursuant to, and in accordance with, Rule 144 under the U.S. Securities Act.

Affiliates — Rule 144

In general, under Rule 144 under the U.S. Securities Act, persons who are affiliates of the Purchaser after the Effective Date (or were affiliates of the Purchaser within 90 days prior to the Effective Date) will be entitled to sell, during any three‐month period, the Consideration Shares that they receive in connection with the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then‐outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale, filing requirements, aggregation rules and the availability of current public information about the Purchaser. Persons who are affiliates of the Purchaser after the Effective Date (or were affiliates of the Purchaser within 90 days prior thereto) will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of the Purchaser and for 90 days thereafter.

The foregoing discussion is only a general overview of certain requirements of United States federal securities Laws applicable to the resale of Consideration Shares received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

Certain Canadian Federal Income Tax Considerations

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act in respect of the Arrangement generally applicable to a beneficial owner of Company Shares who, at all relevant times and for the purposes of the Tax Act: (i) deals at arm's length with each of the Company and the Purchaser, (ii) is not and will not be affiliated with the Company or the Purchaser, and (iii) holds all Company Shares, and will hold any Purchaser Shares received pursuant to the Arrangement, as capital property (a "Holder"). The Company Shares and Purchaser Shares, as the case may be, will generally be considered to be capital property to a Holder for purposes of the Tax Act, unless the Holder holds or uses the shares in, or is deemed to hold or use the shares in the course of carrying on a business of trading or dealing in securities or has acquired such shares or is deemed to acquire such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to persons holding Company Convertible Securities and the tax considerations relevant to such holders are not discussed herein. Any such persons should consult their own tax advisors with respect to the tax consequences of the Arrangement.

In addition, this summary is not applicable to a Holder: (a) that is a "financial institution" for purposes of the "mark‐to‐market property" rules in the Tax Act; (b) that is a "specified financial institution" or "restricted financial institution", each as defined in the Tax Act; (c) an interest which is a "tax shelter investment", as defined in the Tax Act; (d) that has made a functional currency reporting election under the Tax Act to report its "Canadian tax results", as defined in the Tax Act, in a currency other than Canadian currency; (e) that has entered into, or will enter into a "derivative forward agreement", "synthetic disposition arrangement", "synthetic equity arrangement" or a "dividend rental arrangement" (as those terms are defined in the Tax Act) with respect to the Company Shares or the Purchaser Shares; (f) that is a "foreign affiliate", as defined in the Tax Act, of a taxpayer resident in Canada; or (g) that is exempt from tax under the Tax Act. Such Holders should consult their own tax advisors.

In addition, this summary is not applicable to Holders who acquired their Company Shares on the exercise of an employee stock option or other employee compensation arrangement (including, for greater certainty, Company Convertible Securities) or who acquired Company Shares as "flow‐through shares", as defined in the Tax Act. Such Holders should consult their own tax advisors.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada and is or becomes, or does not deal at arm's length with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the Arrangement, controlled by a non‐resident person or a group of non‐resident persons not dealing with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force on the date hereof, the regulations thereunder, and counsel's understanding of the current published administrative policies and assessing practices of the CRA publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes all such Proposed Amendments will be enacted in their present form, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in Law, whether by judicial, governmental or legislative action or decision, or changes in the administrative policies and assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not exhaustive of all possible relevant Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representation with respect to the tax consequences to any particular Holder is made. Accordingly, all Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local or foreign tax Laws.

For purposes of the Tax Act, all amounts relating to the exchange of Company Shares and the acquisition, holding or disposition (or deemed disposition) of any Purchaser Shares must be expressed in Canadian dollars. For purposes of the Tax Act, amounts denominated in a foreign currency generally must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules contained in the Tax Act in that regard.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, is or is deemed to be, resident in Canada for the purposes of the Tax Act (a "Resident Holder").

A Resident Holder whose Company Shares or Purchaser Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have such shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent taxation years, deemed to be capital property. This election is not available for any Company Shares that were acquired by a Resident Holder as a "flow‐through share" for the purposes of the Tax Act. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in respect of their Company Shares or Purchaser Shares in their particular circumstances.

Exchange of Company Shares for Purchaser Shares

Resident Holders (other than Resident Dissenting Holders) will dispose of their Company Shares solely in exchange for the Share Consideration pursuant to the Arrangement (the "Share Exchange"). Where a Resident Holder does not choose to recognize a capital gain (or capital loss) in respect of the Share Exchange in such Resident Holder's return of income for the taxation year in which the Share Exchange occurs, and provided that: (i) such Resident Holder deals at arm's length with the Purchaser immediately before such exchange; and (ii) such Resident Holder and/or persons not dealing at arm's length with that Resident Holder do not control the Purchaser or beneficially own shares representing more than 50% of the fair market value of all outstanding shares of the Purchaser immediately following the exchange, such Resident Holder will be deemed pursuant to Section 85.1 of the Tax Act to have disposed of the Company Shares for proceeds of disposition equal to the Resident Holder's "adjusted cost base" (as defined in the Tax Act) of the Company Shares, determined immediately before the Share Exchange, and the Resident Holder will be deemed to have acquired the Purchaser Shares at an aggregate cost equal to such adjusted cost base of the Company Shares.

This cost will be averaged with the adjusted cost base of all other Purchaser Shares (if any) held by a Resident Holder as capital property at any relevant time after the Share Exchange for the purposes of determining the adjusted cost base of each Purchaser Share held by the Resident Holder at that relevant time.

Where a Resident Holder chooses to recognize a capital gain (or capital loss) on the Share Exchange by including any portion of the gain (or loss) otherwise arising in the Resident Holder's income tax return for the taxation year during which the Share Exchange occurs, the Resident Holder will realize a capital gain (or capital loss) equal to the amount, if any, by which the aggregate fair market value of the Purchaser Shares received on the Share Exchange (as determined at the time of the exchange) exceeds (or is less than) the total of: (a) the adjusted cost base to the Resident Holder of their Company Shares, as immediately before the Share Exchange; and (b) the Resident Holder's reasonable costs of disposition of their Company Shares. For a general description of the tax treatment of capital gains and capital losses, see "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Capital Losses" below. The cost of the Purchaser Shares acquired on the Share Exchange will be equal to the fair market value thereof in these circumstances. This cost will be averaged with the adjusted cost base of all other Purchaser Shares (if any) held by the Resident Holder as capital property at any relevant time after the Share Exchange for the purpose of determining the adjusted cost base of each Purchaser Share held by the Resident Holder at that relevant time.

Dividends on Purchaser Shares

A Resident Holder will be required to include in computing such Resident Holder's income for a taxation year any dividend received or deemed to be received on a Purchaser Share in the taxation year. In the case of a Resident Holder who is an individual (other than certain trusts), such dividends received or deemed to be received will be included in such Resident Holder's income and will be subject to the gross‐ up and dividend tax credit rules in the Tax Act normally applicable to "taxable dividends" received from a "taxable Canadian corporation" (each as defined in the Tax Act). An enhanced gross‐up and dividend tax credit will be available to individuals in respect of "eligible dividends" designated by the Purchaser as "eligible dividends", as defined in the Tax Act, in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Purchaser to designate dividends as "eligible dividends."

Dividends received by an individual (including certain trusts) may give rise to a liability for minimum tax under the Tax Act.

A Resident Holder that is a corporation will be required to include in its income the amount of any dividends received or deemed to be received on the Resident Holder's Purchaser Shares, but will generally be entitled to deduct an amount equal to such dividends in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" or "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on its Purchaser Shares, to the extent such dividends are deductible in computing the Resident Holder's taxable income for the taxation year. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

Dispositions of Purchaser Shares

Generally, a Resident Holder that disposes of, or is deemed to dispose of, a Purchaser Share acquired under the Arrangement will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such Purchaser Share exceed (or are less than) the aggregate of the Resident Holder's adjusted cost base of such Purchaser Share immediately prior to the disposition and any reasonable costs of disposition. See "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Capital Losses" below.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing income for a taxation year one‐half of the amount of any capital gain (a "taxable capital gain") realized in that year. A Resident Holder must deduct one‐half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

A capital loss otherwise arising upon the disposition of a share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of certain dividends previously received or deemed to have been received by it on such share (or on another share for which such share was substituted or exchanged), to the extent and under the circumstances described in the Tax Act. Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is a "Canadian‐controlled private corporation" (as defined in the Tax Act) throughout its taxation year, or a "substantive CCPC" (as proposed to be defined in the Tax Act pursuant to the Proposed Amendments released by the Minister of Finance (Canada) on August 9, 2022) may be liable to pay an additional refundable tax on its "aggregate investment income" for the year, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for minimum tax under the Tax Act.

Eligibility for Investment by Registered Plans

Purchaser Shares, if issued on the Effective Date, will be qualified investments under the Tax Act on such date for a trust governed by a "registered retirement savings plan", a "registered retirement income fund", a "registered education savings plan", a "registered disability savings plan" and a "tax‐free savings account", each as defined in the Tax Act (each, a "Registered Plan") and a deferred profit sharing plan, if the Purchaser Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSXV) or the Purchaser qualifies as a "public corporation" (as defined in the Tax Act).

Notwithstanding that a Purchaser Share may be a qualified investment for trusts governed by a Registered Plan, a holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be (each a "Plan Holder"), will be subject to a penalty tax if the Purchaser Shares held in the Registered Plan are a "prohibited investment" (as defined in the Tax Act) for the particular Registered Plan. Purchaser Shares will generally not be a "prohibited investment" for a Registered Plan provided that the Plan Holder deals at arm's length with the Purchaser for purposes of the Tax Act and does not have a "significant interest" (as defined in subsection 207.01(4) of the Tax Act) in the Purchaser. In addition, Purchaser Shares will generally not be a prohibited investment if the Purchaser Shares are "excluded property" (as defined in subsection 207.1(1) of the Tax Act) for the Registered Plan. Plan Holders are advised to consult their own tax advisors with respect to whether Purchaser Shares are "prohibited investments" in their particular circumstances and the tax consequences of Purchaser Shares being acquired or held by a Registered Plan.

Dissenting Holders Resident in Canada

A Resident Holder who exercises Dissent Rights in respect of the Arrangement (a "Resident Dissenting Holder") and who disposes of Company Shares in consideration for a cash payment from the Company will be deemed to have received a dividend from the Company equal to the amount by which the cash payment (other than any portion of the payment that is interest awarded by a court) exceeds the paid‐up capital (computed for the purpose of the Tax Act) of the Company Shares held by such Resident Dissenting Holder. The balance of the payment (which will equal the paid‐up capital in respect of the Resident Dissenting Holder's Company Shares) will be treated as proceeds of disposition of such Company Shares. The Resident Dissenting Holder will also realize a capital gain (or capital loss) to the extent that the proceeds of disposition as so determined, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Dissenting Holder's Company Shares.

Any dividend deemed received by a Resident Dissenting Holder and any capital gain or capital loss realized by the Resident Dissenting Holder will be treated in the same manner as described under the above headings "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dividends on Purchaser Shares" and "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Capital Losses".

A Resident Dissenting Holder will be required to include in computing its income for the purposes of the Tax Act any interest awarded by a court in connection with the Arrangement.

A Resident Dissenting Holder that is a "Canadian‐controlled private corporation" (as defined in the Tax Act) through its taxation year or a "substantive CCPC" (as proposed to be defined in the Tax Act pursuant to the Proposed Amendments released by the Minister of Finance (Canada) on August 9, 2022) may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act), which generally includes interest and net taxable capital gains.

Resident Holders who are considering exercising Dissent Rights should consult with their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Holders Not Resident in Canada

This portion of the summary applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention to which Canada is a party, and at all relevant times, is not, and is not deemed to be, resident in Canada (including a partnership that is not a "Canadian partnership" for purposes of the Tax Act) and does not use or hold, and is not deemed to use or hold, Company Shares or Purchaser Shares in a business carried on, or deemed to be carried on, in Canada (a "Non‐Resident Holder"). This summary is not applicable to a non‐resident insurer carrying on an insurance business in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax Act) and such holders should consult their own tax advisors.

Exchange of Company Shares for Purchaser Shares

The discussion of the income tax consequences of the Share Exchange for Resident Holders under the heading "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Exchange of Company Shares for Purchaser Shares" generally will also apply to Non‐Resident Holders in respect of the Share Exchange, subject to the discussion regarding Non‐Resident Holders herein and the detailed rules in the Tax Act.

A Non‐Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Company Shares under the Arrangement unless the Company Shares are, or are deemed to be, "taxable Canadian property" and are not "treaty‐protected property", each as defined in the Tax Act, to the Non‐Resident Holder.

Generally, a Company Share will not constitute taxable Canadian property of a Non‐Resident Holder at the time of their disposition provided that the share is listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSXV and TSX) at that time unless, at any time during the 60‐month period immediately preceding the disposition: (a) one or any combination of (i) the Non‐ Resident Holder, (ii) persons with whom the Non‐Resident Holder does not deal at arm's length, and (iii) partnerships in which the Non‐Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series in the capital stock of the Company; and (b) more than 50% of the fair market value of the share was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act) or "timber resource properties" (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). In addition, Company Shares may be deemed to be "taxable Canadian property" for the purposes of the Tax Act of a Non‐Resident Holder in certain circumstances. Non‐Resident Holders whose Company Shares may constitute taxable Canadian property should consult their own tax advisors.

Even if the Company Shares are, or are deemed to be, "taxable Canadian property" to a Non‐Resident Holder, a taxable capital gain resulting from the disposition of the Company Shares will not be included in computing the Non‐Resident Holder's taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the Company Shares constitute "treaty‐protected property" of the Non‐ Resident Holder for purposes of the Tax Act. Company Shares will generally be considered treaty‐ protected property of a Non‐Resident Holder for purposes of the Tax Act at the time of their disposition if the gain from their disposition would, because of an applicable tax treaty between Canada and the country in which the Non‐Resident Holder is resident for purposes of such tax treaty, and in respect of which the Non‐Resident Holder is entitled to receive benefits thereunder, be exempt from tax under the Tax Act.

In the event that Company Shares are, or are deemed to be, "taxable Canadian property" to a Non‐ Resident Holder and the Non‐Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention between Canada and the country in which the Non‐Resident Holder is a resident, the consequences to such Non‐Resident Holder will be substantially the same as those described above under the heading "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Exchange of Company Shares for Purchaser Shares" as if the Non‐Resident Holder were a Resident Holder thereunder who chooses to recognize a capital gain (or capital loss) on the Share Exchange.

Non‐Resident Holders whose Company Shares are, or may be, taxable Canadian property should consult their own tax advisors with respect to the Canadian federal tax consequences to them of disposing of Company Shares pursuant to the Arrangement, including any resulting Canadian reporting obligations.

Dividends on Purchaser Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non‐Resident Holder's Purchaser Shares will generally be subject to withholding tax under Part XIII of the Tax Act at a rate of 25% on the gross amount of any such dividend unless the rate is reduced under the provisions of an applicable income tax treaty or convention. Under the Canada‐United States Tax Convention (1980), as amended (the "Canada‐U.S. Treaty"), the rate of withholding tax on a dividend paid or credited (or deemed to be paid or credited) to a Non‐Resident Holder who is resident in the United States for purposes of the Canada‐ U.S. Treaty, is the beneficial owner of the dividend, and is fully entitled to benefits under the Canada‐U.S. Treaty is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is reduced to 5% if the beneficial owner of such dividend is a Non‐Resident Holder who is resident in the United States for purposes of the Canada‐U.S. Treaty, is fully entitled to benefits under the Canada‐U.S. Treaty, and is a company that owns, directly or indirectly, at least 10% of the voting stock of the Purchaser. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of which Canada is a signatory, affects many of Canada's bilateral tax treaties (but not the Canada‐ U.S. Treaty), including the ability to claim benefits thereunder.

Non‐Resident Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty or convention and for assistance in completing any forms required by the Purchaser in order to claim treaty benefits.

Dispositions of Purchaser Shares

A Non‐Resident Holder will not be subject to any Canadian tax under the Tax Act in respect of any capital gain realized on the disposition of its Purchaser Shares acquired pursuant to the Arrangement unless such shares constitute "taxable Canadian property" to the Non‐Resident Holder at the time of disposition and are not "treaty‐protected property", each as defined in the Tax Act, to the Non‐Resident Holder. Provided that, at the time of disposition, the Purchaser Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSXV and TSX), the considerations applicable to determining whether a Non‐Resident Holder's Purchaser Shares constitute "taxable Canadian property" are substantially the same as those discussed above with respect to a Non‐Resident Holder's Company Shares under the headings "Certain Canadian Federal Income Tax Considerations for Company Shareholders — Holders Not Resident in Canada —Exchange of Company Shares for Purchaser Shares".

In the event that Purchaser Shares are or are deemed to be "taxable Canadian property" of the Non‐ Resident Holder and the Non‐Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention between Canada and the country in which the Non‐Resident Holder is a resident, the consequences to such Non‐Resident Holder will be substantially the same as those described above under the heading "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dispositions of Purchaser Shares" as if the Non‐Resident Holder were a Resident Holder thereunder.

Dissenting Holders Not Resident in Canada

A Non‐Resident Holder who exercises Dissent Rights in respect of the Arrangement (a "Non‐Resident Dissenting Holder") and disposes of Company Shares to the Company in consideration for a cash payment from the Company will realize a dividend and capital gain or loss in the same manner as discussed above under "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dissenting Holders Resident in Canada".

Any dividend deemed received by a Non‐Resident Dissenting Holder will generally be subject to Canadian withholding tax as described above under the heading "Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Dividends on Purchaser Shares".

A Non‐Resident Dissenting Holder will generally not be subject to income tax under the Tax Act in respect of any capital gain realized on a disposition of Company Shares pursuant to the exercise of their Dissent Rights unless such Company Shares constitute "taxable Canadian property" and are not "treaty‐protected property" to such Non‐Resident Dissenting Holder, as discussed above under the heading "Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Exchange of Company Shares for Purchaser Shares". Non‐Resident Dissenting Holders whose Company Shares may constitute "taxable Canadian property" should consult their own tax advisors.

Where a Non‐Resident Dissenting Holder receives interest in connection with the exercise of Dissent Rights in respect of the Arrangement, the interest generally should not be subject to Canadian withholding tax under the Tax Act.

Non‐Resident Holders who are considering exercising Dissent Rights should consult their own tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Additional Tax Considerations

This Circular discusses certain Canadian federal income tax considerations applicable to certain Company Shareholders. Tax considerations applicable to Company Shareholders who are resident in jurisdictions other than Canada are not discussed and such Company Shareholders should consult their own tax advisors with respect to the tax implications of the Arrangement, including any associated filing requirements, in such jurisdictions and with respect to the tax implications in such jurisdictions of owning Purchaser Shares after the Arrangement. Such Company Shareholders should consult their own tax advisors regarding the provincial, state, local and territorial tax considerations relating to the Arrangement and of holding Purchaser Shares.

PART II – INFORMATION CONCERNING THE PARTIES TO THE ARRANGEMENT

Information Concerning Anacortes Mining Corp.

The Company was incorporated under the BCBCA on March 5, 2018, under the name "First Light Capital Corp." On October 6, 2021, Anacortes changed its name from "First Light Capital Corp." to "Anacortes Mining Corp." The Company is a reporting issuer in British Columbia, Alberta and Ontario and trades on the TSXV under the trading symbol "XYZ", and on the OTCQX under the symbol "XYZFF".

Anacortes is a growth‐oriented gold company in the Americas, which owns a 100% interest in the Tres Cruces Project located in Peru.

Tres Cruces is one of the highest‐grade oxide deposits globally and hosts oxide plus sulphide indicated resources of 2,474,000 oz at 1.65 g/t gold and inferred resources of 104,000 oz at 1.26 g/t gold, inclusive of 630,000 oz of high‐grade leachable gold at 1.28 g/t gold.

The Company's head office and principal address is Suite 1090 – 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, and its registered and records office is located at 800 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1.

For further information regarding the Company, see Appendix F to this Circular, "Information Concerning Anacortes Mining Corp."

Information Concerning Steppe Gold Ltd.

The Purchaser was incorporated under the OBCA on October 5, 2016. The Purchaser is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The Purchaser Shares are traded on the TSX under the symbol STGO.

The Purchaser is a precious metals exploration, development and production company operating in Mongolia, and has two principal assets – the ATO Project and the UK Project, located in the Bayankhongor Province.

The head office of the Company is located at Shangri‐La office Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia and its registered and records office is located at 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6.

For further information regarding the Purchaser, see Appendix G to this Circular, "Information Concerning Steppe Gold Ltd."

Information Concerning the Combined Company

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning the Combined Company Following Completion of the Arrangement".

PART III – COMPANY EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of Company Options, Company Warrants and rights	Weighted‐average exercise price of outstanding Company Options, Company Warrants and rights	Number of securities remaining available for future issuance under Company Equity Incentive Plans
Equity compensation plans approved by securityholders	3,975,000	\$1.42	283,212
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	3,975,000	\$1.42	283,212

As at the end of the Company's most recently completed financial year:

Executive Compensation Disclosure

For information in respect of the executive compensation for the two most recently completed financial years, please see the sections titled "Statement of Executive Compensation" and "Securities Authorized for Issuance under Equity Compensation Plans" in the Company Annual MD&A, which is incorporated by reference into this Circular.

PART IV – OTHER INFORMATION

Interest of Informed Persons in Material Transactions

Other than as disclosed elsewhere in this Circular (including the documents incorporated by reference herein and the Appendices hereto), the Company is not aware of any material interest, direct or indirect, of any informed person of the Company, or any associate or affiliate of any informed person, in any transaction since the commencement of the Company's most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Company.

For the purposes of this Circular an "informed person" means a director or executive officer of the Company, a director or executive officer of a person or company that is itself an "informed person" of the Company and any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company.

Experts

Stifel GMP is named as having prepared or certified a report, statement or opinion in this Circular, specifically the Stifel GMP Fairness Opinion. See "Part I — The Arrangement — Stifel GMP Fairness Opinion". Except for the fees to be paid to Stifel GMP for the Stifel GMP Fairness Opinion (no portion of which is contingent on the conclusion reached in the Stifel GMP Fairness Opinion or upon completion of the Arrangement), to the knowledge of the Company, the designated professionals of Stifel GMP beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company or any of its associates or affiliates, has not received or will not receive any direct or indirect interests in the property of the Company or any of its associates or affiliates, and are not expected to be elected, appointed or employed as a director, officer or employee of the Company or any associate or affiliate thereof.

PART V – GENERAL PROXY MATTERS

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by management of the Company to be used at the Company Meeting. Solicitations of proxies will be primarily by mail and electronic means, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of the Company who will be specifically remunerated therefor. The Company will pay for the delivery of its proxy‐related materials indirectly to all non‐registered Company Shareholders.

The information set forth below generally applies to Registered Company Shareholders. See "Questions and Answers Relating to the Company Meeting and Arrangement" accompanying this Circular. If you are a non‐registered Company Shareholder (i.e., your Company Shares are held through an Intermediary), please see specifically "General Proxy Matters — Information for Non‐registered Company Shareholders".

Record Date

The Record Date for determination of Company Securityholders entitled to receive notice of and of Company Shareholders entitled to vote at the Company Meeting is May 10, 2023. Only Company Securityholders whose names have been entered in the registers of the Company on the close of business on the Record Date will be entitled to receive notice of the Company Meeting, and among these, only the Company Shareholders will be entitled to vote at the Company Meeting.

Appointment and Revocation of Proxies

Accompanying this Circular is a form of proxy for Company Shareholders. The persons named in the enclosed form of proxy are directors and/or officers of the Company. A Company Shareholder has the right to appoint a person (who need not be a Company Securityholder) other than the persons designated in the form of proxy provided by the Company to represent them at the Company Meeting. To exercise this right, the Company Shareholder should strike out the names of management designees in the enclosed form of proxy and insert the name of the desired representative in the blank space provided in such form of proxy or submit another appropriate form of proxy permitted by Law, and in either case, send or deliver the completed proxy to the offices of Computershare, Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by facsimile: within North America at 1‐866‐249‐7775 and outside North America at 416‐263‐9524. The form of proxy must be received by Computershare no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting. Failure to deposit a form of proxy shall result in its invalidation. Notwithstanding the foregoing, the Chair of the Company Meeting has the discretion to accept or reject proxies received after such deadline and the Chair of the Company Meeting is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chair of the Company Meeting at his or her discretion, without notice.

A Registered Company Shareholder that has returned a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by such Registered Company Shareholder or by its attorney duly authorized in writing or, if the Registered Company Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the above mentioned office of Computershare no later than 4:00 p.m. (Vancouver time) on June 16, 2023, being the last Business Day before the day of the Company Meeting, or 4:00 p.m. (Vancouver time) on the last Business Day before the day of any adjourned or postponed Company Meeting or with the Chair of the Company Meeting on the day of the Company Meeting prior to the commencement of the Company Meeting or any adjourned or postponed Company Meeting. Non‐registered Company Shareholders who hold Company Shares in the name of an Intermediary should refer to their voting materials provided by such Intermediary for instructions.

Signature of Proxy

The accompanying form of proxy or voting instruction form must be executed by the Company Shareholder or its attorney authorized in writing, or if the Company Shareholder is a corporation, the form of proxy or voting instruction form must be signed in its corporate name under its corporate seal by an authorized officer whose title should be indicated. If the Company Shares are registered in more than one name, all registered persons must sign the form of proxy. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person's capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Company).

Voting of Proxies

The persons named in the accompanying form of proxy or voting instruction form will vote or withhold from voting the Company Shares in respect of which they are appointed in accordance with the direction of the Company Shareholder appointing them and if the Company Shareholder specifies a choice with respect to any matter to be voted upon, such Company Shareholders' Company Shares will be voted accordingly. In the absence of such direction, the Company Shares will be voted FOR the approval of the Company Arrangement Resolution to be considered at the Company Meeting as described in this Circular.

Exercise of Discretion of Proxy

The proxyholder has discretion under the accompanying form of proxy or voting instruction form with respect to any amendments or variations of the matter of business to be acted on at the Company Meeting or any other matters properly brought before the Company Meeting or any adjourned or postponed Company Meeting, in each instance, to the extent permitted by Law, whether or not the amendment, variation or other matter that comes before the Company Meeting is routine and whether or not the amendment, variation or other matter that comes before the Company Meeting is contested. The persons named in the enclosed proxy will vote on such matters in accordance with their best judgment. At the date of this Circular, management of the Company knows of no amendments, variations or other matters to come before the Company Meeting other than the matter referred to in the Notice of Special Meeting. Company Shareholders that are planning on returning the accompanying form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or voting instruction form.

Voting by Internet and Telephone

Registered Company Shareholders may use the internet at www.investorvote.com and the telephone at 1‐866‐732‐VOTE (8683) (a toll‐free number) to transmit their voting instructions and for electronic delivery of information. Registered Company Shareholders should have the form of proxy in hand when they access the website or dial the toll‐free number noted above. Registered Company Shareholders will be prompted to enter their 15‐digit control number, which is located on the form of proxy. If Registered Company Shareholders vote by internet or by telephone, their vote must be received no later than 10:00 a.m. (Vancouver time) on June 15, 2023 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Company Meeting. The website may be used to appoint a proxyholder to attend and vote on a Registered Company Shareholders behalf at the Company Meeting and to convey a Registered Company Shareholders voting instructions. Please note that if a Registered Company Shareholder appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, such Registered Company Shareholders may resubmit their proxy, prior to the deadline noted above. The toll‐free telephone number can only be used to convey a Registered Company Shareholder's voting instruction and cannot be used to appoint a proxyholder to attend at and vote at the Company Meeting on the Registered Company Shareholder's behalf. At any time, Computershare may cease to provide internet and/or telephone voting, in which case Registered Company Shareholders can elect to vote by mail or by fax. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

Non‐registered Company Shareholders who hold such Company Shares in the name of an Intermediary should refer to their voting materials provided by such Intermediary for instructions about how to vote by internet or telephone.

Information for Non‐registered Company Shareholders

The information set forth in this section is of significant importance to many Company Shareholders, as a substantial number of such Company Shareholders do not hold Company Shares in their own name. Company Shareholders who do not hold their Company Shares in their own name should note that only proxies deposited by Company Shareholders whose names appear on the records of the Company registrar and transfer agent, Computershare, as the Registered Company Shareholders of Company Shares can be recognized and acted upon at the Company Meeting. If Company Shares are listed in an account statement provided to a Company Securityholder by an Intermediary, then in almost all cases those Company Shares will not be registered in a holder's name on the records of the Company. Such Company Shares will more likely be registered under the name of the Company Securityholder's Intermediary. In Canada, the vast majority of Company Shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Company Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non‐registered Company Shareholder. Without specific instructions, Intermediaries are prohibited from voting Company Shares for their clients. The Company generally does not know for whose benefit the Company Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy may require Intermediaries to seek voting instructions from Non‐registered Company Shareholders in advance of shareholder meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non‐registered Company Shareholders in order to ensure that their Company Shares are voted at the Company Meeting. Often, the form of proxy supplied to a Non‐registered Company Shareholder by its Intermediary is identical to the form of proxy provided to Registered Company Shareholders; however, its purpose is limited to instructing the Registered Company Shareholder on how to vote on behalf of the Non‐registered Company Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non‐registered Company Shareholder is requested to complete and return the voting instruction form by mail or facsimile. Alternatively, the Non‐registered Company Shareholder can call a toll‐ free telephone number or access the internet to vote the Company Shares held by the Non‐ registered Company Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Company Shares to be represented at the Company Meeting. A Non‐registered Company Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Company Shares directly at the Company Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Company Meeting in order to have the Company Shares voted.

Although a Non‐registered Company Shareholder may not be recognized directly at the Company Meeting for the purpose of voting Company Shares registered in the name of its broker or other Intermediary, a Non‐registered Company Shareholder may vote those Company Shares as a proxyholder for the Registered Company Shareholder. To do this, a Non‐registered Company Shareholder should enter such Non‐registered Company Shareholder's own name in the blank space on the form of proxy or voting instruction form provided to the Non‐registered Company Shareholder and return the document to such Non‐registered Company Shareholder's Intermediary (or the agent of such Intermediary) in accordance with the instructions provided by such Intermediary or agent well in advance of the Company Meeting.

Non‐registered Company Shareholders should also instruct their Intermediary to complete the Letter of Transmittal regarding the Arrangement with respect to such Non‐registered Company Shareholder's Company Shares, once such has been provided, in order to receive the Consideration issuable pursuant to the Arrangement in exchange for such holder's Company Shares, if applicable.

Voting Securities and Principal Holders Thereof

As at the close of business on May 10, 2023, there were 42,582,118 Company Shares issued and outstanding (on a non‐diluted basis). To the knowledge of the directors and officers of the Company, as of the Record Date of May 10, 2023, no person or company beneficially owned, or controlled or directed, directly or indirectly, more than 10% of the outstanding Company Shares, except as follows:

Name	Number of Company Shares Owned(1)	Percentage of Company Shares
Pan American Silver Corporation	4,700,458	11.04%

Note:

(1) This information as to the number and percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by Pan American Silver Corporation has been obtained from publicly available filings.

Procedure and Votes Required

The Interim Order provides that each Company Securityholder at the close of business on the Record Date will be entitled to receive notice of, to attend and to vote at the Company Meeting.

Pursuant to the Interim Order:

(a) each Company Share entitled to be voted at the Company Meeting will entitle the holder to one vote at the Company Meeting in respect of the Company Arrangement Resolution;
(b) the number of votes required to pass the Company Arrangement Resolution shall be at least: (i) two‐thirds of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Company Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the

Company Meeting, excluding for this purpose votes attached to the Company Shares beneficially held by James A. Currie in accordance with MI 61‐101; and

(c) the quorum for the transaction of business at the Company Meeting is two persons who are, or are represented by proxy, Company Shareholders holding, in the aggregate, at least five percent of the issued Company Shares entitled to vote at the Company Meeting. If, within a half hour from the time set for the holding of the Company Meeting, a quorum is not present, the Company Meeting stands adjourned to the same day in the next week at the same time and place.

Notwithstanding the foregoing, the Company Arrangement Resolution authorizes the Company Board, without further notice to or approval of the Company Securityholders (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement, and (ii) not to proceed with the Arrangement at any time prior to the Effective Time. See Appendix A to this Circular for the full text of the Company Arrangement Resolution.

PART VI – APPROVALS

Company Board Approval

The contents and the sending of this Circular have been approved by the Company Board.

"James A. Currie"

James A. Currie President and Chief Executive Officer Anacortes Mining Corp.

May 17, 2023

PART VII – CONSENT OF FINANCIAL ADVISOR

Consent of Stifel Nicolaus Canada Inc.

To: Anacortes Mining Corp. ("Anacortes")

We refer to the management information circular of Anacortes dated May 17, 2023 (the "Circular") relating to the special meeting of Anacortes convened to approve, among other things, resolutions approving a proposed arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia). We hereby consent to: (i) the references to our firm name and our fairness opinion in respect of the Arrangement Agreement dated May 5, 2023 (the "Fairness Opinion") in the Circular; (ii) the inclusion of the full text of the Fairness Opinion as a schedule to the Circular; and (iii) to the filing of the Circular, with the Fairness Opinion included therein, with the applicable securities regulatory authorities.

The Fairness Opinion was given as at May 5, 2023 and remains subject to the qualifications, assumptions and limitations contained therein. In providing our consent we do not intend that any person other than the Special Committee of the Board of Directors of Anacortes and the Board of Directors of Anacortes shall be entitled to rely on the Fairness Opinion.

DATED as of May 17, 2023

(signed) STIFEL NICOLAUS CANADA INC.

APPENDIX A

COMPANY ARRANGEMENT RESOLUTION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

(1) the arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia) involving Steppe Gold Ltd. ("Acquiror"), Anacortes Mining Corp. (the "Company") and securityholders of the Company, all as more particularly described and set forth in the management information circular (the "Circular") of the Company accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, is hereby authorized, approved and adopted;
(2) the arrangement agreement (the "Arrangement Agreement") between the Acquiror and the Company dated May 5, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of the Company in approving the Arrangement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved;
(3) the plan of arrangement (the "Plan of Arrangement") of the Company implementing the Arrangement, the full text of which is set out in Schedule "A" to the Arrangement Agreement (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
(4) the Company is authorized and directed to apply for a final order from the Supreme Court of British Columbia (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement;
(5) notwithstanding that this resolution has been passed (and the Arrangement approved) by the securityholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Company to:

a. amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

b. subject to the terms of the Arrangement Agreement, not proceed with the Arrangement and/or any related transaction;

(6) any director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute, whether under corporate seal of the Company or otherwise, and to deliver such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and
(7) any one or more directors or officers of the Company is hereby authorized, for and on behalf and in the name of the Company, to execute and deliver, whether under corporate seal of the Company or otherwise, all such agreements, forms, waivers, notices,

certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

a. all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

b. the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Company;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

APPENDIX B

INTERIM ORDER

[See attached.]

Form 35 (Rules 8-4(1), 13-1(3), 17-1(2) and 25-9(2))

No. 5233598 Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED

$- AND -$

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.

ANACORTES MINING CORP.

PETITIONER

INTERIM ORDER MADE AFTER APPLICATION

BEFORE

$$
MASER \quad \text{BILAWICU} \quad \begin{array}{c} \text{)} & \text{16 way} \quad \text{2023} \ \text{16 May} \quad \text{2023} \end{array}
$$

ON THE APPLICATION of the Petitioner, Anacortes Mining Corp. ("AMC") without notice, coming on for hearing at The Law Courts at 800 Smithe Street, Vancouver, British Columbia on 16/MAY/2023 and on hearing Sean Tessarolo, counsel for the Petitioner, for an interim order pursuant to Section 291 of the Business Corporations Act, S.B.C. 2002, c.57, as amended ("BCBCA"), and upon reading the materials and pleadings filed herein, and upon being advised that it is the intention of the Petitioner to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the "1933 Act");

THIS COURT ORDERS that:

DEFINITIONS

As used in this Interim Order Made After Application (the "Interim Order"). unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the draft Management Information Circular (the "Information Circular"), containing the draft Notice of the Meeting (the "Notice") to the holders (the "AMC Shareholders") of the AMC common shares (the "AMC Shares") relating to the special meeting of AMC attached as Exhibit "B" to the Affidavit #1 of James Currie made on May 12, 2023 (the "Currie Affidavit");

MEETING

Pursuant to the BCBCA and AMC's Articles, AMC is authorized to call, hold and conduct a special meeting (the "Meeting") of the AMC Shareholders, to be held in-person on June 19, 2023 commencing at 10:00 a.m. (Vancouver time). to:
to consider and, if thought fit, pass, with or without variation, a special $(a)$ resolution, the full text of which is set forth in Appendix A to the Information Circular (the "Arrangement Resolution"), to approve a proposed plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the BCBCA involving AMC and Steppe Gold Ltd.; and
to act upon such other matters, including amendments to the foregoing, as $(b)$ may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The record date for determining the AMC Shareholders who are entitled to receive notice of, attend and vote at the Meeting is May 10, 2023 (the "Record Date"). as approved by AMC's board of directors (the "Board"), and shall not change in respect of any adjournment to the Meeting.

The Meeting shall be called, held and conducted in accordance with the 4. BCBCA, the Information Circular, and AMC's Articles, subject to the terms of this Interim Order.

The Chair of the Meeting shall be a person so authorized in accordance with AMC's Articles. The Chair is at liberty to call on the assistance of legal counsel to AMC at any time and from time to time as the Chair of the Meeting may deem necessary or appropriate.
The only persons entitled to attend the Meeting shall be those AMC Shareholders that appear on the central securities register of AMC (the "Registered AMC Shareholders") as of the close of business (Vancouver time) on the Record Date, their proxy holders, the holders of Company Options (the "AMC Option Holders"), the holders of Company Warrants (the "AMC Warrant Holders"), the Board, auditors and advisors and any other person admitted on the invitation or consent of the Chair of the Meeting, and the only persons entitled to be represented and to vote at the Meeting shall be the Registered AMC Shareholders as at the close of business (Vancouver time) on the Record Date, or their respective proxy holders.

ADJOURNMENT

$7₁$ Notwithstanding the provisions of the BCBCA, AMC, if it deems it advisable, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the AMC Shareholders respecting the adjournment or postponement and without the need for the Court's approval. Notice of any such adjournments or postponements shall be given by such method as AMC may determine is appropriate in the

circumstances, including by news release, newspaper advertisement, or by notice sent to the AMC Shareholders, the AMC Option Holders and the AMC Warrantholders by one of the methods specified in paragraph 11 of this Interim Order, or by posting same to the System for Electronic Document Analysis and Retrieval ("SEDAR").

The Record Date shall not change in respect of adjournments or postponements of the Meeting.

AMENDMENTS

Prior to the Meeting, AMC is authorized to make such amendments, revisions or supplements to the Arrangement as it may determine without any additional notice to the AMC Shareholders, the AMC Option Holders or the AMC Warrant Holders. and the Arrangement, as so amended, revised and supplemented, shall be the Arrangement submitted to the Meeting, and the subject of the Arrangement Resolution.

NOTICE OF MEETING AND METHOD OF DISTRIBUTION OF MEETING MATERIALS

The Information Circular is hereby deemed to represent sufficient and $10.$ adequate disclosure, including for the purpose of Section 290(1)(a) of the BCBCA, and AMC shall not be required to send to the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders, or any other person identified under paragraph 6 of this Interim Order, any other or additional statement pursuant to Section 290(1)(a) of the BCBCA.

The Information Circular, the Notice, the form of proxy for the Registered $11₁$ AMC Shareholders and the form of voting instruction form for non-registered AMC Shareholders (collectively, referred to as the "Meeting Materials"), with such deletions, amendments or additions thereto as counsel for AMC may advise are necessary or desirable, provided that such amendments are not inconsistent with the terms of this Interim Order, shall be distributed to:

$(a)$ the Registered AMC Shareholders as they appear on the central securities register of AMC as at the Record Date at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing, delivery or transmittal and the date of the Meeting, by one or more of the following methods:
$(i)$ by prepaid ordinary mail addressed to the AMC Shareholders at their respective addresses as they appear on the central securities register of AMC as at the Record Date;
$(ii)$ by delivery in person or by courier delivery to the address specified in paragraph 11(a)(i) above; or
$(iii)$ by email or facsimile transmission to any AMC Shareholder who identifies himself, herself or itself to the satisfaction of AMC (acting through its representatives), who requests such email or facsimile

transmission and, if required by AMC, agrees to pay the charges related to such transmission;

in the case of non-registered AMC Shareholders, by providing copies of $(b)$ the relevant portions of the Meeting Materials to their intermediaries and registered nominees at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing, delivery or transmittal and the date of the Meeting, for sending to beneficial owners in accordance with National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101") by one or more of the methods specified in paragraph 11(a)(i)-(iii) of this Interim Order;
the AMC Option Holders by mailing the Meeting Materials by prepaid $(c)$ ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting;
$(d)$ the AMC Warrant Holders by mailing the Meeting Materials by prepaid ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting;
the directors and auditors of AMC by mailing the Meeting Materials by $(e)$ prepaid ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting:

and substantial compliance with this paragraph shall constitute good and sufficient notice of the Meeting.

$12.$ Accidental failure of or omission by AMC to give notice to any one or more of the AMC Shareholders, AMC Option Holders, the AMC Warrant Holders, directors or the auditors of AMC, or the non-receipt of such notice by any of such persons, or any failure or omission to give such notice as a result of events beyond the reasonable control of AMC (including, without limitation, any inability to use postal services) shall not constitute a breach of this Interim Order, or a defect in the calling of the Meeting. and shall not invalidate any resolution passed or proceeding taken at the Meeting, but if any such failure or omission is brought to the attention of AMC then it shall use reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

$13.$ No other form of service of the Meeting Materials or any portion thereof need be made or notice given or other material served in respect of these proceedings

or the Meeting, except as may be directed by a further order of this Court. Provided that notice of the Meeting and the provision of the Meeting Materials to the AMC Shareholders, the AMC Option Holders and the AMC Warrant Holders takes place in compliance with this Interim Order, the requirement of Section 290(1)(b) of the BCBCA to include certain disclosure in any advertisement of the Meeting is waived.

DEEMED RECEIPT OF NOTICE

The Meeting Materials shall be deemed, for the purposes of this Interim $14.$ Order, to have been received:

in the case of mailing, when deposited in a post office or public letter box; $(a)$
in the case of delivery in person or by courier, the day of such personal $(b)$ delivery or delivery by courier;
when provided to intermediaries and registered nominees; and $(c)$
in the case of any means of transmitted, recorded or electronic $(d)$ communication, when dispatched or delivered for dispatch.
Mailing of the Meeting Materials in accordance with paragraph 11 of this Interim Order shall be good and sufficient service of the Notice of Hearing of Petition. the Petition, the Currie Affidavit and this Interim Order on all persons who are entitled to be served. No other form of service need be made. No other materials need be served on such persons in respect of these proceedings, and service of further affidavits in support is dispensed with.

AMENDMENTS TO MEETING MATERIALS

$15.$ The Petitioners are authorized to make such amendments, revisions or supplements to the Meeting Materials as they may determine and the Meeting Materials, as so amended, revised or supplemented, shall be the Meeting Materials to be distributed in accordance with paragraph 11 of this Interim Order.

UPDATING MEETING MATERIALS

Notice of any amendments, updates or supplement to any of the $16.$ information provided in the Meeting Materials may be communicated to the AMC Shareholders, the AMC Option Holders and the AMC Warrant Holders by press release, news release, newspaper advertisement or by notice sent to them by one of the methods specified in paragraph 11 of this Interim Order, or by posting same to SEDAR. as determined to be the most appropriate method of communication by the Board.

QUORUM AND VOTING

The quorum for the Meeting is two persons who are, or represent by $17.$ proxy. AMC Shareholders holding, in the aggregate, at least five percent of the issued AMC Shares entitled to vote at the Meeting.

In respect of the Arrangement Resolution, the votes taken at the Meeting 18. shall be taken on the basis of one vote per AMC Share held, and the vote required to pass the Arrangement Resolution shall be an affirmative vote by at least: (i) 66%% of the votes cast on the Arrangement Resolution by the AMC Shareholders present in person or by proxy at the Meeting; and (ii) a majority of the votes cast by the AMC Shareholders present in person or by proxy at the Meeting excluding votes attached to the AMC Shares held by persons described s. 8.1(2)(a)-(d) of MI 61-101, Protection of Minority Security Holders in Special Transactions and Related Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions, if applicable.

The vote required to pass the Arrangement Resolution shall be sufficient 19. to authorize and direct AMC to do all such acts and things as may be necessary or desirable to give effect to the Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the AMC Shareholders, subject only to the final approval of this Honourable Court.

$20.$ For the purposes of counting votes respecting the Arrangement Resolution, any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast and the AMC Shares represented by such spoiled votes, illegible votes, defective votes and abstentions shall not be counted in determining the number of AMC Shares represented at the Meeting. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

$21.$ In all other respects, the terms, restrictions and conditions of the AMC Articles and the BCBCA shall apply in respect of the Meeting.

SCRUTINEER

$22.$ A representative of AMC's transfer agent, Computershare Investor Services Inc., is authorized to act as scrutineer for the Meeting.

SOLICITATION OF PROXIES

AMC is authorized to use proxies at the Meeting in accordance with the 23. AMC's Articles of Incorporation. AMC is authorized, at its own expense, to solicit proxies, directly and through its directors, officers and employees, and through such agents or representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine.

The procedure for delivery, revocation and use of proxies at the Meeting shall be as set out in the Meeting Materials.

DISSENT RIGHTS

Each Registered AMC Shareholder shall have the right to dissent in 25. respect of the Arrangement Resolution in accordance with the provisions of sections 237-247 of the BCBCA, as modified by the terms of this Order and the Plan of Arrangement.

In order for a Registered AMC Shareholder to exercise such right of dissent under sections 237-247 of the BCBCA, a dissenting Registered AMC Shareholder shall deliver a written notice of dissent to AMC, to the attention of Cam McTavish, to AMC's address for such purpose at c/o Clark Wilson LLP, 900-885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 by no later than 5:00 pm (Vancouver Time) on June 17, 2023 or, in the case of any adjourned or postponed Meeting, by no later than 5:00pm (Vancouver Time) on the Business Day that is two Business Davs prior to the date of the adjourned or postponed Meeting, and:
a dissenting Registered AMC Shareholder shall not have voted his, her, or $(a)$ its AMC Shares at the Meeting, either by proxy or in person, in favour of the Arrangement Resolution;
a vote against the Arrangement Resolution or an abstention shall not $(b)$ constitute the notice of dissent required under paragraph 26;
$(c)$ a dissenting Registered AMC Shareholder may not exercise rights of dissent in respect of only a portion of such dissenting Registered AMC Shareholder's AMC Shares but rather shall dissent only with respect to all of the AMC Shares held by such person; and
$(d)$ the exercise of such right of dissent must otherwise comply with the requirements of Sections 237-247 of the BCBCA, as modified by this Order.
Subject to further order of this Court, the rights available to the Registered AMC Shareholders under the BCBCA and the Arrangement to dissent in respect of the Arrangement Resolution shall constitute full and sufficient rights of dissent for the AMC Shareholders with respect to the Arrangement.
Notice to the Registered AMC Shareholders of their right of dissent with respect to the Arrangement Resolution and to receive, subject to the provisions of the BCBCA and the Arrangement, the fair value of their AMC Shares shall be given by including information with respect to this right in the Information Circular to be sent to the Registered AMC Shareholders in accordance with this Interim Order.

APPLICATION FOR FINAL ORDER

Upon approval, with or without variation, by the AMC Shareholders of the Arrangement, in the manner set forth in this Interim Order, AMC may apply to this Court for, inter alia, an Order:
pursuant to Sections 291 and 295 of the BCBCA approving the $(a)$ Arrangement and its terms and conditions;
pursuant to Section 291 of the BCBCA declaring that the terms and $(b)$ conditions of the Arrangement, and the exchange of securities to be effected by completion of the Arrangement, are substantively and procedurally fair;
$(c)$ pursuant to Section 297 of the BCBCA that the Arrangement shall be binding on AMC, the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders and other affected parties upon taking effect; and
pursuant to Sections 291, 292 and 296 of the BCBCA that the $(d)$ Arrangement shall take effect as of the Effective Time,

(collectively, the "Final Order").

AMC is at liberty to proceed with hearing of the Final Order on June 21, 2023 at 9:45 a.m. (Vancouver time) at the Courthouse at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as the hearing of the Final Order can be heard, or at such other date and time as AMC may determine or this Court may direct.

$31.$ Any AMC Shareholder, AMC Option Holder, AMC Warrant Holder, director, auditor, or other interested party with leave of the Court, desiring to support or oppose the application has the right to appear (either in person or by counsel) and make submissions at the hearing of the application for the Final Order. Any such person seeking to appear at the hearing of the application for the Final Order shall:

$(a)$ file a Response to Petition, in the form prescribed by the Supreme Court Civil Rules, with this Court; and
$(b)$ serve the filed Response to Petition, together with a copy of any additional affidavits and other materials on which the person intends to rely at the hearing for the Final Order on the Petitioner's solicitors at:

Clark Wilson LLP Barristers and Solicitors 900 - 885 West Georgia Street Vancouver, B.C. V6C 3H1 Attention: Sean Tessarolo

by or before 4pm (Vancouver time) on or before June 20, 2023.

Sending the Meeting Materials and the Interim Order in accordance with paragraph 11 of this Interim Order shall:

$(a)$ constitute good and sufficient service of the within proceedings and no other form of service need be made and no other material need be served on such persons in respect of these proceedings and that service of the affidavits in support is dispensed with; and

$(b)$ to the extent necessary, shorten the time period provided in the Supreme Court Civil Rules for filing a Response to Petition and for delivery of a Notice of Hearing of this Petition for final order.

AMC shall be at liberty to give notice of this proceeding to persons outside the jurisdiction of this Court in the manner specified herein.

The only persons entitled to receive notice of any further proceedings 34. herein, including any hearing to sanction or approve the Arrangement, and to appear and be heard thereon, shall be the solicitors for AMC, and persons who have filed and delivered a Response to Petition in accordance with this Interim Order.

In the event that the hearing for the Final Order is adjourned, only those persons who have filed and served a Response to Petition in accordance with this Interim Order need be provided notice of materials filed in this proceeding and the adjourned hearing date.
Accidental failure of or omission by AMC to send the Meeting Materials and this Interim Order in accordance with paragraph 11, to any of the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders, or any of the directors or auditors of AMC shall not invalidate any order made by this Honourable Court to approve the Arrangement, but if any such failure or omission is brought to the attention of AMC, then AMC shall use reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

VARIANCE

AMC shall be entitled, at any time, to apply to vary this Interim Order and apply for such other orders as may be necessary or appropriate.

Supreme Court Civil Rules 8-1 and 16-1(13) shall not apply to any further 38. applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

$\geq$ $\bar{\nu}$

Signature of Lawyer for Anacortes Mining Corp. Lawyer: Clark Wilson LLP, Sean Tessarolo

BY THE COURT

Registrar

CHECKED

LAWYER: Sean Tessarolo (Direct #: 604.643.3157)

900 - 885 West Georgia Street Vancouver, BC V6C 3H1
604.687.5700

CLARK WILSON LLP

File No.: 49566-0005

ORDER MADE AFTER APPLICATION

PETITIONER

ANACORTES MINING CORP.

ANACORTES MINING CORP. AND STEPPE GOLD LTD.

IN THE MATTER OF A PROPOSED
ARRANGEMENT INVOLVING

AND-

IN THE MATTER OF SECTIONS 288
TO 299 OF THE BUSINESS
CORPORATIONS ACT, S.B.C. 2002,
CHAPTER 57, AS AMENDED

$\frac{1}{2}$

IN THE SUPREME COURT OF BRITISH

COLUMBIA

Vancouver
Registry

APPENDIX C

PETITION AND NOTICE OF HEARING OF PETITION

[See attached.]

SUPREME COURT OF BRITISH COLUMBIA ANCOUVER REGISTRY

MAY 1 2 2023

No.

Vancouver Registry

$S$ 233598

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED

$- AND -$

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.

ANACORTES MINING CORP.

PETITIONER

PETITION TO THE COURT

This proceeding is brought for the relief set out in Part 1 below, by

$\triangledown$ the person named as Petitioner in the style of proceedings above

If you intend to respond to this Petition, you or your lawyer must

file a Response to Petition in Form 67 in the above-named registry of this $(a)$ court within the time for response to Petition described below, and
$(b)$ serve on the Petitioner
$(i)$ 2 copies of the filed Response to Petition, and

2 copies of each filed Affidavit on which you intend to rely at the $(ii)$ hearing.

Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the Response to Petition within the time for response.

Time for Response to Petition

A Response to Petition must be filed and served on the Petitioner.

if you were served with the Petition anywhere in Canada, within 21 days $(a)$ after that service.
$(b)$ if you were served with the Petition anywhere in the United States of

America, within 35 days after that service,

$(c)$ if you were served with the Petition anywhere else, within 49 days after that service, or
if the time for Response has been set by order of the court, within that $(d)$ time.

(1)	The address of the registry is:	800 Smithe Street Vancouver, BC, V6Z 2E1
(2)	The ADDRESS FOR SERVICE of the Petitioner is:	Clark Wilson LLP Attn: Sean Tessarolo 900 – 885 West Georgia Street Vancouver, BC V6C 3H1 (Direct Number: 604.643.3157)
	Fax number address for service (i f any) of the Petitioner:	604.687.6314
	E-mail address for service (if any) N/A of the Petitioner:
(3)	The name and office address of the Petitioner's lawyer is:	Clark Wilson LLP Attn: Sean Tessarolo 900 - 885 West Georgia Street Vancouver, BC V6C 3H1 (Direct Number: 604.643.3157)

CLAIM OF THE PETITIONER

PART 1: ORDERS SOUGHT

The Petitioner, Anacortes Mining Corp. ("AMC"), applies to this Court $\mathbf{1}$ . pursuant to sections 288 and 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended or superseded (the "BCBCA"), Rules 16-1, 4-4, 4-5 and 2-1(2)(b) of the Supreme Court Civil Rules and the Court's inherent jurisdiction for the following orders:

an order (the "Interim Order") in the form attached as Schedule "A" to this $(a)$ Petition;
an order (the "Final Order") in the form attached as Schedule "B" to this $(b)$ Petition; and
such further and other relief as counsel for AMC may advise and the Court $(c)$ may deem just.

General

Unless defined otherwise herein, capitalized terms have the same 1. meaning as in the Arrangement Agreement dated May 5, 2023 (the "Arrangement Agreement") attached to Affidavit #1 of James Currie, made May 12, 2023 (the "Currie" Affidavit") at Exhibit A.

Parties to the Arrangement

$2.$ AMC is a company incorporated under the laws of British Columbia with a registered and records office located at Suite 800, 885 West Georgia Street, Vancouver, BC, V6C 3H1.

AMC is a growth-oriented gold company with operations in the Americas. 3. AMC owns a 100% interest in the Tres Cruces gold project located in Peru.

$\boldsymbol{4}$ . AMC was incorporated under the BCBCA on March 5, 2018 under the name "First Light Capital Corp." On October 6, 2021, AMC changed its name from "First Light Capital Corp." to "Anacortes Mining Corp."

AMC is a "reporting issuer" within the meaning of applicable provincial securities laws in Canada in the provinces of British Columbia, Alberta and Ontario. AMC's common shares (the "AMC Shares") are currently listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "XYZ" and the OTCQX under the symbol "XYZFF".
AMC had 42,582,118 AMC Shares issued and outstanding as of the date of this Petition.
As at May 10, 2023, (the "Record Date") AMC's securities consisted of the AMC Shares, warrants to purchase AMC Shares (the "AMC Warrants", held by the "AMC Warrant Holders") and options to purchase AMC Shares (the "AMC Options". held by the "AMC Option Holders"), in the following amounts:
$(a)$ 42,582,118 AMC Shares;
$(b)$ 7,240,688 AMC Warrants, comprised of several tranches:
$(i)$ 4,591,354 AMC Warrants, each entitling the holder thereof to purchase one AMC Share at an exercise price of \$3.30 per AMC Share, expiring on July 21, 2023 (the "July Warrants");
$(ii)$ 1,744,500 AMC Warrants, each entitling the holder thereof to purchase one AMC Share at an exercise price of \$0.52 per AMC Share, expiring on August 8, 2023 (the "August Warrants");
$(iii)$ 550,668 AMC Warrants, each entitling the holder thereof to

purchase one AMC Share at an exercise price of \$2.40 per AMC Share, expiring on October 6, 2023 (the "October \$2.40 Warrants"); and

$(iv)$ 354,166 AMC Warrants, each entitling the holder thereof to purchase one AMC Share at an exercise price of \$3.30 per AMC Share, expiring on October 6, 2023 (the "October \$3.30 Warrants").
3,975,000 AMC Options. $(c)$
Steppe Gold Ltd. ("Steppe") is a company incorporated under the laws of Ontario with a registered and records office at 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6.
Steppe is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. Steppe's common shares (the "Steppe Shares") are traded on the TSX under the symbol "STGO".

$10.$ Steppe is a precious metals exploration, development and production company operating in Mongolia, and has two principal assets - the ATO Project is located in the territory of Tsagaan Ovoo soum, Dornod Province of Eastern Mongolia, and the UK Project is located in the in Bayankhongor Province of Mongolia.

The Arrangement

$11.$ The Arrangement is a business combination. AMC Shareholders will exchange their AMC Shares for Steppe Shares according to the Exchange Ratio, as defined below, at the Effective Time of the Arrangement. AMC will become Steppe's wholly-owned subsidiary, the AMC Shares will be de-listed from the TSX-V, and AMC's and Steppe's businesses will be combined (the "Combined Company").

$12.$ On May 5, 2023, AMC and Steppe entered into the Arrangement Agreement, pursuant to which, at the Effective Time, Steppe will acquire all of the issued and outstanding AMC Shares and, in exchange, each holder of AMC Shares (the "AMC Shareholders") will exchange their AMC Shares for Steppe Shares at an exchange ratio of 0.4532 Steppe Shares to one AMC Share (the "Exchange Ratio").

$13.$ As of the close of trading on March 3, 2023, prior to public disclosure of the Arrangement, AMC Shares traded at \$0.35 per share on the TSX-V.

The Exchange Ratio represents consideration of approximately \$0.48 per AMC Share and a premium of 36% based on the closing prices of the AMC Shares on the TSX-V and the Steppe Shares on the TSX, each as of the close of trading on March 3, 2023.
Each AMC Option Holder whose options are In-the-Money Options, being one that has not expired at the Effective Time with an exercise price per AMC Share that is less than the consideration to be received by each AMC Option Holder, will be deemed to have exercised the vested portion of the option and shall receive AMC Shares in accordance with the formula set out in the Plan of Arrangement for "Option Shares". Those AMC Shares issued to AMC Option Holders will then be exchanged for Steppe Shares at the Exchange Ratio.
All Out-of-the-Money Options, being any AMC Option that is not an In-the-Money Option, and unvested In-the-Money Options will be cancelled at the Effective Time under the Arrangement.

On May 5, 2023, each AMC Option Holder entered into an Option $17.$ Cancellation and Exercise Agreement with AMC pursuant to which each such holder has agreed to the treatment of their AMC Options in the manner provided in the Plan of Arrangement. The AMC Option Holders, having consented to the treatment of the AMC Options contemplated in the Plan of Arrangement, will not be voting on the Arrangement.

$18.$ The Plan of Arrangement contemplates cancelling the AMC Warrants which have not already expired as of the Effective Time in exchange for consideration determined by the Black-Scholes valuation method, with a minimum floor price of \$0.001 per AMC Warrant. The Plan of Arrangement contemplates the following treatment of each tranche of the AMC Warrants:

the AMC Warrant Holders of July Warrants will receive \$0.001 per AMC $(a)$ Warrant;
the AMC Warrant Holders of August Warrants will receive \$0.018601 per $(b)$ AMC Warrant;
the AMC Warrant Holders of the October \$2.40 Warrants will receive $(c)$ \$0.001 per AMC Warrant; and
$(d)$ The AMC Warrant Holders of the October \$3.30 Warrants will receive \$0.001 per AMC Warrant.
Immediately following the Arrangement's completion, former AMC Shareholders will hold approximately 18.65% of Steppe's issued and outstanding shares on a non-diluted basis.
Pursuant to the Arrangement Agreement, on the Effective Date, which is currently contemplated to be on or before the Outside Date of June 30, 2023:
$(a)$ each unexpired AMC Warrant shall be acquired for cancellation by AMC in consideration for a cash payment, if any, equal to the applicable Warrant Consideration:
$(l)$ each In-the-Money Option outstanding immediately prior to the Effective Time shall: (i) in respect of the vested portion of such option, be deemed to have been fully exercised (but only with respect to the vested portion)

and AMC shall be deemed to have issued the "Option Shares", as defined in the Plan of Arrangement, being a certain number of AMC Shares; and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment;

each Out-of-the-Money Option shall, without any further action by or on $(c)$ behalf of any AMC Option Holder, be cancelled without any payment thereof:
$(d)$ each AMC Share held by a Company Dissenting Shareholder will be transferred by the holder thereof to AMC for the amount determined under the Plan of Arrangement with that Company Dissenting Shareholder ceasing to be the holder of such AMC Shares or to have any right as an AMC Shareholder other than the right to be paid the fair value of their AMC Shares as set out in the Plan of Arrangement; and
each AMC Share (excluding AMC Shares held by a Company Dissenting $(e)$ Shareholder) will be transferred to Steppe and, in exchange, Steppe will issue Steppe Shares to the former holder of the AMC Shares according to the Exchange Ratio.
1. As a result of the Arrangement:
AMC will become a wholly-owned subsidiary of Steppe; $(a)$
$(b)$ the AMC Shareholders, other than Company Dissenting Shareholders, will hold Steppe Shares in replacement for their AMC Shares, as provided by the Plan of Arrangement; and
the businesses of AMC and Steppe will be combined in the Combined $(c)$ Company.

$22.$ The Arrangement is more particularly described in the Notice and Management Information Circular of AMC (the "Information Circular") attached as Exhibit B to the Currie Affidavit.

The Arrangement is subject to obtaining the necessary approval of the AMC Shareholders at the special meeting of AMC scheduled to occur on June 19, 2023 (the "Meeting"), as approved by the Board. At the Meeting, the AMC Shareholders will be asked to vote on the Company Arrangement Resolution, approving the Arrangement. The AMC Shareholders must approve the Company Arrangement Resolution by: (A) 66%% of the votes cast on the Company Arrangement Resolution by the AMC Shareholders present in person or by proxy at the Meeting; and (B) a majority of the votes cast by the AMC Shareholders present in person or by proxy at the Meeting excluding votes attached to the AMC Shares held by persons described s. 8.1(2)(a)-(d) of MI 61-101, Protection of Minority Security Holders in Special Transactions and Related Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions (collectively, the "Company Shareholder Approval").

No Creditor Impact

The Arrangement does not contemplate a compromise of any debt or debt instruments of AMC or Steppe and no creditor of AMC or Steppe will be negatively affected by the Arrangement.

Dissent Rights

Pursuant to sections 237-247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, the Registered AMC Shareholders have the right to dissent regarding the Arrangement.

The AMC Option Holders and the AMC Warrant Holders are not 26. "shareholders" under the BCBCA and do not have the right to dissent in respect of the Arrangement.

In the event the Arrangement becomes effective, each dissenting AMC Shareholder is to be paid by AMC the fair value of the AMC Shares held by such dissenting shareholder determined as of the close of business on the day before the arrangement resolution is approved by the AMC Shareholders.

Background to the Arrangement

The entering into of the Arrangement Agreement was the result of 28. extensive arm's length negotiations conducted among representatives of AMC, its Special Committee (comprised entirely of independent AMC directors: Andrew Castensen, Barry Hildred, Brian Storseth and K. Wayne Livingstone), Steppe, and their respective financial and legal advisors.

The material events, meetings, negotiations and discussions between the involved persons and parties are set out in detail in the Information Circular attached as Exhibit B to the Currie Affidavit.

Reasons and Support for the Arrangement

AMC's board of directors (the "Board") has unanimously concluded the Arrangement is fair to the AMC Shareholders and the AMC Warrant Holders, and is in AMC's best interest.

In determining that the Arrangement is in AMC's best interest and is fair to 31. the AMC Shareholders and the AMC Warrant Holders, the Board considered and relied upon a variety of information and factors, including, among others:

Under the terms of the Arrangement Agreement, AMC Shareholders will $(a)$ receive 0.4532 of a Steppe Share for each AMC Share, which represents consideration of approximately \$0.48 per AMC Share and a premium of 36% based on the closing prices of the AMC Shares on the TSX-V and the Steppe Shares on the TSX, each as of the close of trading on March 3, 2023.

$(b)$ AMC Shareholders will maintain exposure to the Tres Cruces Project and will gain exposure to Steppe's portfolio of producing and developing assets. Current AMC Shareholders will hold approximately 18.65% of the issued and outstanding shares of the Combined Company upon completion of the Arrangement.
$(c)$ AMC Shareholders will benefit from the strengthened capital position and increased access to capital of the resulting Combined Company.
$(d)$ Steppe offers experience and expertise from constructing and operating the ATO Gold Mine, an open pit, heap leach operation with similar characteristics to the Tres Cruces Project.
$(e)$ The Board believes the Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with AMC on a standalone basis, as a result of the Combined Company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity, enhanced access to capital over the long term, the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.
$(f)$ The Arrangement provides for meaningful retained ownership in the Combined Company and ongoing exposure to near-term value catalysts. including the Phase 2 expansion at the ATO Project and the future advancement and construction of the Tres Cruces Project. The Special Committee and Board believe it is an opportune time to transact given the impending Phase 2 expansion at the ATO Gold Mine, which is expected to increase annual production to approximately 100,000 of gold equivalent OZ.
$(g)$ The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with Steppe that was undertaken by AMC with the assistance of legal and financial advisors and with the participation of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee and the Board.
$(h)$ The Stifel GMP Fairness Opinion delivered to the Special Committee opined that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications set forth in the Stifel GMP Fairness Opinion, the consideration to be received by the AMC Shareholders and the AMC Warrant Holders pursuant to the Arrangement is fair from a financial point of view.
$(i)$ The Arrangement Agreement does not prevent a third party from making an unsolicited Takeover Proposal, and subject to compliance with the Arrangement Agreement, the Board is not precluded from considering and

responding to an unsolicited Takeover Proposal that is a superior proposal at any time prior to the approval of the Arrangement by the AMC Shareholders;

$(i)$ The shareholder approval requirement is protective of the rights of AMC Shareholders. The Arrangement Resolution must be approved by at least two-thirds of the votes cast by AMC Shareholders at the Meeting; and
The Special Committee of the Board unanimously recommended that the $(k)$ Board approve the Arrangement.
In the course of its deliberations, the Board also identified and considered a variety of risks, including, but not limited to:
the risk that the Steppe Shares to be issued as consideration are based $(a)$ on a fixed exchange ratio and in certain circumstances will not be adjusted based on fluctuations in the market value of AMC Shares or Steppe Shares; and
the risk to AMC if the Arrangement is not completed, including the cost $(b)$ incurred by AMC in pursuing the Arrangement.
The foregoing is a non-exhaustive list of factors that were considered and given weight by the Board in connection with the Arrangement.
On May 5, 2023, the Special Committee received a fairness opinion from Stifel GMP, stating that the Arrangement is fair, from a financial point of view, to the AMC Shareholders and the AMC Warrant Holders.
On May 8, 2023, AMC and Steppe disseminated a joint news release and filed a copy on SEDAR, as defined below, announcing the entry into the Arrangement Agreement (the "News Release"). A copy of the News Release is publicly available under AMC's profile on the System for Electronic Document Analysis and Retrieval $("SEDAR").$
On May 8, 2023, AMC filed a copy of the Arrangement Agreement on SEDAR.
Pursuant to the Arrangement Agreement, AMC's officers, directors and shareholders holding approximately 22% of the AMC Shares entered into lock-up agreements with Steppe, pursuant to which they have each agreed to vote their respective AMC Shares in favour of the Arrangement.

Interests of Certain Persons in the Arrangement

As of May 10, 2023, AMC's directors and executive officers, and their 38. associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over:

$(a)$ an aggregate of 3,215,363 AMC Shares, representing approximately 7.6% of the outstanding AMC Shares;
an aggregate of 2,600,000 AMC Options, representing approximately $(b)$ 65.4% of the outstanding AMC Options; and
an aggregate of 143,791 AMC Warrants, representing approximately $(c)$ 1.99% of the outstanding AMC Warrants.
As of May 10, 2023, none of AMC's directors or executive officers, and their associates and affiliates, owned, directly or indirectly, or exercised control or direction over, any of the Steppe Shares.

United States Securities Laws

Section 3(a)(10) of the United States Securities Act of 1933, as amended. 40. (the "1933 Act") provides an exemption from that statute's registration requirements for the issue of securities in exchange for other outstanding securities, where the terms and conditions of the issue and exchange are approved by a court of competent jurisdiction after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue such securities will have the right to appear.

In order to ensure the Steppe Shares issued pursuant to the Exchange Ratio to AMC Shareholders, who are within or outside of the United States of America, will be exempt from the registration requirements of the 1933 Act, it is necessary that:
$(a)$ the Court is advised of the intention of the parties to rely on Section $3(a)(10)$ of the 1933 Act prior to the hearing required to approve the Arrangement;
$(b)$ the Interim Order approving the relevant meeting or meetings to approve the Arrangement specify that any AMC Shareholder will have the right to appear before the Court, so long as they file a Response to Petition within a reasonable time;
$(c)$ all AMC Shareholders be given adequate notice advising them of their rights to attend the hearing of the Court to approve the Arrangement and given sufficient information necessary for them to exercise that right, and there is no improper impediments to the appearance of those persons at the hearing;
$(d)$ the Court satisfied itself as to the fairness of the Arrangement to the AMC Shareholders;
$(e)$ the Court determines, prior to approving the Final Order, that the terms and conditions of the exchanges of securities comprising the Arrangement are substantively and procedurally fair to the AMC Shareholders; and
the order of the Court approving the Arrangement expressly states that the $(f)$

Arrangement is approved by the Court as being substantively and procedurally fair to the AMC Shareholders.

Since the completion of the Arrangement involves Steppe Shares being 42. issued to each AMC Shareholder resident in the United States of America for the AMC Shares held by such AMC Shareholder, AMC hereby gives notice to the Court of its intention to rely on Section 3(a)(10) of the 1933 Act in completing the Arrangement based on the Court's approval of the Arrangement.

Any AMC Shareholder to whom the AMC Shares will be issued under the Arrangement will receive such consideration in reliance on the exemption from the registration requirements of the 1933 Act contained in Section 3(a)(10) thereof, based on the Court's approval of the Arrangement.

PART 3: LEGAL BASIS

The Approval Process

Before an arrangement proposed under section 288(1) of the BCBCA takes effect, the arrangement must be: (a) adopted in accordance with section 289; and (b) approved by the Court under section 291.

BCBCA, s. 288(2)

This process proceeds in three steps:
$(a)$ the first step is an application for an interim order for directions for calling a security holders' meeting to consider and vote on the proposed arrangement. The first application proceeds ex parte because of the administrative burden of serving securityholders;
$(b)$ the second step is the meeting of the security holders, where the proposed arrangement is voted upon, and must be approved by a special resolution: and
$(c)$ the third step is the application for final court approval of the arrangement.

Mason Capital Management LLC v. TELUS Corp., 2012 BCSC 1582 at para. 30 [Telus Corp.]

The Interim Order Hearing

As this Court held in TELUS Corp., the interim order is preliminary in nature and its purpose is simply to "set the wheels in motion for the application process relating to the arrangement and to establish the parameters for the holding of shareholder meetings to consider approval of the arrangement in accordance with the statute":

Consistent with its preliminary nature, in order to grant an interim order a

court needs only to satisfy itself that "reasonable grounds exist to regard the proposed transaction as an 'arrangement". It is at the fairness hearing that the court must fully examine and determine whether the arrangement meets all applicable statutory requirements, including whether it constitutes an "arrangement", and whether it is procedurally and substantively fair and reasonable. [citations omitted]

TELUS Corp., paras. 31-32

The steps taken and proposed to be taken by AMC pursuant to the proposed Interim Order including providing: (i) notice of the Meeting to the AMC Shareholders, the AMC Option Holders and the AMC Warrant Holders so they each have an opportunity to consider the Arrangement, to attend the Meeting, and to make submissions on the return of this Petition; and (ii) that there is sufficient and appropriate approval of the Arrangement by the AMC Shareholders. The foregoing requirements will enable the Meeting to be called, held and conducted in a procedurally suitable fashion.

The Proposed Arrangement is an "arrangement" under the BCBCA

The BCBCA defines an arrangement using broad and inclusive terms. Pursuant to section 288(1) of the BCBCA, a company may propose an arrangement with security holders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate, including proposals for the following:

(e) a transfer of all or any part of the money, securities or other property, rights and interests of the company to another corporation in exchange for money, securities or other property, rights and interests of the other corporation;

$\ddotsc$

(g) an exchange of securities of the company held by security holders for money, securities or other property, rights and interests of the company or for money, securities or other property, rights and interests of another corporation;

The arrangement provisions of the BCBCA are very broad. As this Court has held:

I conclude that s. 288 must be construed to permit the development of any proposal affecting shareholders, creditors, or other persons in circumstances where the proposal will or may have real or potential impact upon the rights of any such person or the obligations of the company to any such person, and the results intended by the proposal cannot be effected solely by placing reliance upon any specific provision of the BCA. In circumstances where there is concern regarding the question whether any or all aspects of a transaction or transactions can be carried out in accordance with specific statutory provisions, a corporation

may resort to s. 288 in order that any doubt about the efficacy of the proposed transaction or transactions can be dispelled, and any possible litigation or opposition avoided, by means of a court order approving all aspects of the proposed transactions. In that sense, the provisions in the BCA authorizing arrangements are ameliorative. They permit beneficial corporate transactions not specifically authorized by statute, subject, of course, to court approval.

Protiva Biotherapeutics Inc. v. Inex Pharmaceuticals Corp, 2006 BCSC 1729 at para. 27 [Protiva]

AMC satisfies the definition of a "company" under Section 1(1) of the BCBCA.

The Arrangement involves the exchange of securities and is an 8. "arrangement" under the BCBCA.

Section 288, BCBCA; Protiva, paras. 20-27

Under the BCBCA, holders of securities such as options or warrants are not required to be given a vote to approve or disapprove of an arrangement. The arrangement must only be approved by such security holders "in the manner and to the extent required by the court".

Section 289(1)(e), BCCBA

The Final Order Hearing

$10.$ The question of whether the proposed Arrangement is procedurally and substantively fair and reasonable overall and meets all applicable statutory requirements will be determined at the return of the Petition on or about June 21, 2023, at which time the result of the vote by the AMC Shareholders at the Meeting on the Arrangement Resolution will be known. The Petitioners will file with the Court a further affidavit to be sworn on behalf of AMC reporting as to compliance with any Interim Order and the results of the Meeting conducted pursuant to such Interim Order.

$11.$ Final approval of a plan of arrangement should be granted if the Court is satisfied that:

$(a)$ the statutory requirements have been met;
the application has been put forward in good faith; and $(d)$
the arrangement is fair and reasonable. $(c)$

BCE Inc., 2008 SCC 69, para, 137

$12.$ In order to determine whether an arrangement is fair and reasonable, a Court must be satisfied that: (a) the arrangement has a valid business purpose; and (b) the objections of those whose legal rights are being arranged are being resolved in a fair and balanced way.

BCE Inc., 2008 SCC 69 at paras. 138 and 145

$13.$ The Arrangement has a valid business purpose, as set out above in Part 2 where a number of factors identified by the Board in respect of their recommendation to vote in favour of the Arrangement Resolution are identified.

Courts have considered a variety of factors, depending on the nature of the case, to determine whether the objections of those whose legal rights are being arranged are being resolved in a fair and balanced way. No one factor is conclusive and the relevance of particular factors varies from case to case. The factors considered by courts include:
$(a)$ whether a majority of security holders voted to approve the arrangement;
$(b)$ the proportionality of the compromise between various security holders, the security holders' position before and after the arrangement and the impact on various security holders' rights.
$(c)$ the repute of the directors and advisors who endorse the arrangement and the arrangement's terms:
$(d)$ whether the plan has been approved by a special committee of independent directors;
$(e)$ the presence of a fairness opinion from a reputable expert; and
$(f)$ the access of shareholders to dissent and appraisal remedies.

BCE Inc., 2008 SCC 69, paras. 149-152

At the hearing for final approval of this Plan of Arrangement, the Petitioners expect to be able to clearly demonstrate that all three elements of the test for the granting of the Final Order have been satisfied.
1. Rules 4-4, 4-5, 8-1, and 16-1 of the Supreme Court Civil Rules.
$17.$ Sections 186 and 288 to 291 of the BCBCA.

PART 4: MATERIAL TO BE RELIED ON

$1₁$ Affidavit #1 of James Currie, made 12/MAY/2023.

Further Affidavits to be made on behalf of the Petitioner, reporting as to compliance with the Interim Order and the results of the Meeting conducted pursuant to the Interim Order;
Such other documents as counsel may advise. The Petitioner estimates that the hearing of the Petition will take 15 minutes.

Date: 12/MAY/2023

Signature of Lawyer for Petitioner Joc Lawyer: Clark Wilson LLP,

Sean Tessarolo

This PETITION TO THE COURT is prepared by Sean Tessarolo of the firm of Clark Wilson LLP whose place of business is 900 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1 (Direct #: 604.643.3157, Fax #: 604.687.6314, Email: [email protected]) (File #: 49566-0005).

	To be completed by the court only:
Order made
□	in the terms requested in paragraphs ______
	with the following variations and additional terms:



Date:	Signature of $\Box$ Judge $\Box$ Master [dd/mmm/vvvv]

Schedule "A" to Petition

Form 35 (Rules 8-4(1), 13-1(3), 17-1(2) and 25-9(2))

No.

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED

$- AND -$

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.

ANACORTES MINING CORP.

PETITIONER

INTERIM ORDER MADE AFTER APPLICATION

BEFORE

THIS COURT ORDERS that:

DEFINITIONS

$\mathbf{1}$ As used in this Interim Order Made After Application (the "Interim Order"). unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the draft Management Information Circular (the "Information Circular"), containing the draft Notice of the Meeting (the "Notice") to the holders (the "AMC Shareholders") of the AMC common shares (the "AMC Shares") relating to the special meeting of AMC attached as Exhibit "B" to the Affidavit #1 of James Currie made on May 12, 2023 (the "Currie Affidavit");

MEETING

Pursuant to the BCBCA and AMC's Articles, AMC is authorized to call, hold and conduct a special meeting (the "Meeting") of the AMC Shareholders, to be held in-person on June 19, 2023 commencing at 10:00 a.m. (Vancouver time), to:
to consider and, if thought fit, pass, with or without variation, a special $(a)$ resolution, the full text of which is set forth in Appendix A to the Information Circular (the "Arrangement Resolution"), to approve a proposed plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the BCBCA involving AMC and Steppe Gold Ltd.; and
$(b)$ to act upon such other matters, including amendments to the foregoing, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The record date for determining the AMC Shareholders who are entitled to receive notice of, attend and vote at the Meeting is May 10, 2023 (the "Record Date"), as approved by AMC's board of directors (the "Board"), and shall not change in respect of any adjournment to the Meeting.
The Meeting shall be called, held and conducted in accordance with the BCBCA, the Information Circular, and AMC's Articles, subject to the terms of this Interim Order.
The Chair of the Meeting shall be a person so authorized in accordance with AMC's Articles. The Chair is at liberty to call on the assistance of legal counsel to AMC at any time and from time to time as the Chair of the Meeting may deem necessary or appropriate.

The only persons entitled to attend the Meeting shall be those AMC 6. Shareholders that appear on the central securities register of AMC (the "Registered AMC Shareholders") as of the close of business (Vancouver time) on the Record Date, their proxy holders, the holders of Company Options (the "AMC Option Holders"), the holders of Company Warrants (the "AMC Warrant Holders"), the Board, auditors and advisors and any other person admitted on the invitation or consent of the Chair of the Meeting, and the only persons entitled to be represented and to vote at the Meeting shall be the Registered AMC Shareholders as at the close of business (Vancouver time) on the Record Date, or their respective proxy holders.

ADJOURNMENT

Notwithstanding the provisions of the BCBCA, AMC, if it deems it advisable, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the AMC Shareholders respecting the adjournment or postponement and without. the need for the Court's approval. Notice of any such adjournments or postponements shall be given by such method as AMC may determine is appropriate in the

The Record Date shall not change in respect of adjournments or 8. postponements of the Meeting.

AMENDMENTS

Prior to the Meeting, AMC is authorized to make such amendments, 9. revisions or supplements to the Arrangement as it may determine without any additional notice to the AMC Shareholders, the AMC Option Holders or the AMC Warrant Holders, and the Arrangement, as so amended, revised and supplemented, shall be the Arrangement submitted to the Meeting, and the subject of the Arrangement Resolution.

NOTICE OF MEETING AND METHOD OF DISTRIBUTION OF MEETING MATERIALS

$10.$ The Information Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of Section $290(1)(a)$ of the BCBCA, and AMC shall not be required to send to the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders, or any other person identified under paragraph 6 of this Interim Order, any other or additional statement pursuant to Section 290(1)(a) of the BCBCA.

$11.$ The Information Circular, the Notice, the form of proxy for the Registered AMC Shareholders and the form of voting instruction form for non-registered AMC Shareholders (collectively, referred to as the "Meeting Materials"), with such deletions, amendments or additions thereto as counsel for AMC may advise are necessary or desirable, provided that such amendments are not inconsistent with the terms of this Interim Order, shall be distributed to:

$(a)$ the Registered AMC Shareholders as they appear on the central securities register of AMC as at the Record Date at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing, delivery or transmittal and the date of the Meeting, by one or more of the following methods:
by prepaid ordinary mail addressed to the AMC Shareholders at $(i)$ their respective addresses as they appear on the central securities register of AMC as at the Record Date;
by delivery in person or by courier delivery to the address specified $(ii)$ in paragraph 11(a)(i) above; or
$(iii)$ by email or facsimile transmission to any AMC Shareholder who identifies himself, herself or itself to the satisfaction of AMC (acting through its representatives), who requests such email or facsimile

transmission and, if required by AMC, agrees to pay the charges related to such transmission;

in the case of non-registered AMC Shareholders, by providing copies of $(b)$ the relevant portions of the Meeting Materials to their intermediaries and registered nominees at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing, delivery or transmittal and the date of the Meeting, for sending to beneficial owners in accordance with National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101") by one or more of the methods specified in paragraph 11(a)(i)-(iii) of this Interim Order;
$(c)$ the AMC Option Holders by mailing the Meeting Materials by prepaid ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting;
$(d)$ the AMC Warrant Holders by mailing the Meeting Materials by prepaid ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting;
$(e)$ the directors and auditors of AMC by mailing the Meeting Materials by prepaid ordinary mail, email or facsimile transmission, courier or delivery in person, to such persons at least twenty-one (21) days prior to the date of the Meeting, excluding the date of mailing or transmittal and the date of the Meeting;

and substantial compliance with this paragraph shall constitute good and sufficient notice of the Meeting.

$13.$ No other form of service of the Meeting Materials or any portion thereof need be made or notice given or other material served in respect of these proceedings

CW20269791.1

DEEMED RECEIPT OF NOTICE

$14.$ The Meeting Materials shall be deemed, for the purposes of this Interim Order, to have been received:

in the case of mailing, when deposited in a post office or public letter box; $(a)$
in the case of delivery in person or by courier, the day of such personal $(b)$ delivery or delivery by courier;
when provided to intermediaries and registered nominees; and $(c)$
in the case of any means of transmitted, recorded or electronic $(d)$ communication, when dispatched or delivered for dispatch.

$15.$ Mailing of the Meeting Materials in accordance with paragraph 11 of this Interim Order shall be good and sufficient service of the Notice of Hearing of Petition, the Petition, the Currie Affidavit and this Interim Order on all persons who are entitled to be served. No other form of service need be made. No other materials need be served on such persons in respect of these proceedings, and service of further affidavits in support is dispensed with.

AMENDMENTS TO MEETING MATERIALS

UPDATING MEETING MATERIALS

Notice of any amendments, updates or supplement to any of the information provided in the Meeting Materials may be communicated to the AMC Shareholders, the AMC Option Holders and the AMC Warrant Holders by press release, news release, newspaper advertisement or by notice sent to them by one of the methods specified in paragraph 11 of this Interim Order, or by posting same to SEDAR, as determined to be the most appropriate method of communication by the Board.

QUORUM AND VOTING

The quorum for the Meeting is two persons who are, or represent by $17.$ proxy, AMC Shareholders holding, in the aggregate, at least five percent of the issued AMC Shares entitled to vote at the Meeting.

In respect of the Arrangement Resolution, the votes taken at the Meeting shall be taken on the basis of one vote per AMC Share held, and the vote required to pass the Arrangement Resolution shall be an affirmative vote by at least: (i) 66%% of the votes cast on the Arrangement Resolution by the AMC Shareholders present in person or by proxy at the Meeting; and (ii) a majority of the votes cast by the AMC Shareholders present in person or by proxy at the Meeting excluding votes attached to the AMC Shares held by persons described s. 8.1(2)(a)-(d) of MI 61-101, Protection of Minority Security Holders in Special Transactions and Related Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions, if applicable.

The vote required to pass the Arrangement Resolution shall be sufficient $19.$ to authorize and direct AMC to do all such acts and things as may be necessary or desirable to give effect to the Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the AMC Shareholders, subject only to the final approval of this Honourable Court.

For the purposes of counting votes respecting the Arrangement Resolution, any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast and the AMC Shares represented by such spoiled votes, illegible votes, defective votes and abstentions shall not be counted in determining the number of AMC Shares represented at the Meeting. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

In all other respects, the terms, restrictions and conditions of the AMC $21.$ Articles and the BCBCA shall apply in respect of the Meeting.

SCRUTINEER

A representative of AMC's transfer agent, Computershare Investor $22.$ Services Inc., is authorized to act as scrutineer for the Meeting.

SOLICITATION OF PROXIES

The procedure for delivery, revocation and use of proxies at the Meeting 24. shall be as set out in the Meeting Materials.

APPLICATION FOR FINAL ORDER

Upon approval, with or without variation, by the AMC Shareholders of the Arrangement, in the manner set forth in this Interim Order, AMC may apply to this Court for, inter alia, an Order:
pursuant to Sections 291 and 295 of the BCBCA approving the $(a)$ Arrangement and its terms and conditions;
pursuant to Section 291 of the BCBCA declaring that the terms and $(b)$ conditions of the Arrangement, and the exchange of securities to be effected by completion of the Arrangement, are substantively and procedurally fair;
pursuant to Section 297 of the BCBCA that the Arrangement shall be $(c)$ binding on AMC, the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders and other affected parties upon taking effect; and
pursuant to Sections 291, 292 and 296 of the BCBCA that the $(d)$ Arrangement shall take effect as of the Effective Time,

(collectively, the "Final Order").

AMC is at liberty to proceed with hearing of the Final Order on June 21, 26. 2023 at 9:45 a.m. (Vancouver time) at the Courthouse at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as the hearing of the Final Order can be heard, or at such other date and time as AMC may determine or this Court may direct.

Any AMC Shareholder, AMC Option Holder, AMC Warrant Holder, 27. director, auditor, or other interested party with leave of the Court, desiring to support or oppose the application has the right to appear (either in person or by counsel) and make submissions at the hearing of the application for the Final Order. Any such person seeking to appear at the hearing of the application for the Final Order shall:

file a Response to Petition, in the form prescribed by the Supreme Court $(a)$ Civil Rules, with this Court; and
$(b)$ serve the filed Response to Petition, together with a copy of any additional affidavits and other materials on which the person intends to rely at the hearing for the Final Order on the Petitioner's solicitors at:

Clark Wilson LLP Barristers and Solicitors 900 - 885 West Georgia Street Vancouver, B.C. V6C 3H1 Attention: Sean Tessarolo

by or before 4pm (Vancouver time) on or before June 20, 2023.

Sending the Meeting Materials and the Interim Order in accordance with paragraph 11 of this Interim Order shall:
constitute good and sufficient service of the within proceedings and no $(a)$ other form of service need be made and no other material need be served on such persons in respect of these proceedings and that service of the affidavits in support is dispensed with; and
$(b)$ to the extent necessary, shorten the time period provided in the Supreme Court Civil Rules for filing a Response to Petition and for delivery of a Notice of Hearing of this Petition for final order.
AMC shall be at liberty to give notice of this proceeding to persons outside the jurisdiction of this Court in the manner specified herein.

The only persons entitled to receive notice of any further proceedings 30. herein, including any hearing to sanction or approve the Arrangement, and to appear and be heard thereon, shall be the solicitors for AMC, and persons who have filed and delivered a Response to Petition in accordance with this Interim Order.

In the event that the hearing for the Final Order is adjourned, only those persons who have filed and served a Response to Petition in accordance with this Interim Order need be provided notice of materials filed in this proceeding and the adjourned hearing date.

$32.$ Accidental failure of or omission by AMC to send the Meeting Materials and this Interim Order in accordance with paragraph 11, to any of the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders, or any of the directors or auditors of AMC shall not invalidate any order made by this Honourable Court to approve the Arrangement, but if any such failure or omission is brought to the attention of AMC, then AMC shall use reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

VARIANCE

AMC shall be entitled, at any time, to apply to vary this Interim Order and apply for such other orders as may be necessary or appropriate.

Supreme Court Civil Rules 8-1 and 16-1(13) shall not apply to any further 34. applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Lawyer for Anacortes Mining Corp. Lawyer: Clark Wilson LLP, Sean Tessarolo

BY THE COURT

Registrar

LAWYER: Sean Tessarolo (Direct #: 604.643.3157)

Vancouver, BC V6C 3H1 604.687.5700

900 - 885 West Georgia Street CLARK WILSON LLP

File No.: 49566-0005

ORDER MADE AFTER APPLICATION

PETITIONER

IN THE MATTER OF A PROPOSED
ARRANGEMENT INVOLVING
ANACORTES MINING CORP. AND
STEPPE GOLD LTD.

Vancouver
Registry

ok
S

IN THE SUPREME COURT OF BRITISH

COLUMBIA

IN THE MATTER OF SECTIONS 288
TO 299 OF THE BUSINESS

CORPORATIONS ACT, S.B.C. 2002,
CHAPTER 57, AS AMENDED

$- AND -$

ANACORTES MINING CORP.

No.

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED

$- AND -$

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.

ANACORTES MINING CORP.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE

BEFORE THE HONOURABLE JUSTICE

June 21, 2023

ON THE APPLICATION of the Petitioner, Anacortes Mining Corp. ("AMC"), pursuant to sections 186 and 288-297 of the Business Corporations Act, S.B.C. 2002, c. 57 ("BCBCA"), coming on for hearing at Vancouver, British Columbia on June 21, 2023; AND ON HEARING Sean Tessarolo, counsel for the Petitioner, AND UPON no one appearing on behalf of the holders of AMC shares (the "AMC Shareholders"), the holders of options to purchase AMC shares (the "AMC Option Holders"), the holders of warrants to purchase AMC shares (the "AMC Warrant Holders"), or any other affected parties; AND UPON READING the Petition to the Court filed May 12, 2023; AND UPON READING the Interim Order of ♦ pronounced on May 16, 2023 (the "Interim Order") AND UPON READING the materials filed herein including the Affidavit #1 of James Currie made May 12, 2023, the Affidavit #2 of James Currie made June $\blacklozenge$ , 2023, $\blacklozenge$ other affidavits]; AND UPON IT APPEARING that notice of the time and place of the hearing of this Petition was given to the AMC Shareholders, the AMC Option Holders, the AMC Warrant Holders, and the other affected parties in accordance with the terms of the Interim Order; AND UPON IT APPEARING that the terms of the Interim Order were complied with and the requisite approval of the AMC Shareholders was obtained in accordance with the Interim Order; AND UPON CONSIDERING the fairness to the parties affected thereby of the terms and conditions of the Plan of Arrangement, and of the transactions contemplated by the Plan of Arrangement; and UPON BEING INFORMED that this Order shall serve as the basis for reliance on the exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the

issuance and distribution of securities of Steppe Gold Ltd. ("Steppe") pursuant to the Plan of Arrangement, as applicable.

THIS COURT ORDERS AND DECLARES THAT:

All definitions used in this Order shall have the meanings ascribed thereto in the $1.$ Petition;
$2.$ The Arrangement as set forth in the Plan of Arrangement, a copy of which is attached hereto as Schedule "A", shall be and is hereby approved.
The Arrangement set forth in the Plan of Arrangement, including the terms and 3. conditions thereof, is procedurally and substantively fair and reasonable to those affected by it.
The Arrangement shall be implemented in the manner and sequence set forth in 4. the Plan of Arrangement, and pursuant to sections 291, 292 and 296 of the BCBCA, the Arrangement will take effect as of the Effective Time (as defined in the Plan of Arrangement).
The Arrangement as set forth in the Plan of Arrangement shall be binding upon 5. AMC and those affected by it.
1. AMC and Steppe shall be entitled to seek the advice and direction of this Court as to the implementation of this Order or to apply for such further Order or Orders as may be appropriate.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Lawyer for the Petitioner, Anacortes Mining Corp.

Sean Tessarolo

BY THE COURT

REGISTRAR

315663.00001/110138721.2 CW20265745.1

[Plan of Arrangement]

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

$1.1$ Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined have the meanings ascribed thereto in the Arrangement Agreement and the following terms have the following meanings (and grammatical variations of such terms have corresponding meanings):

"Arrangement Agreement" means the arrangement agreement dated as of May 5, 2023 between $(a)$ Acquiror and Company, as amended, amended and restated or supplemented in accordance with its terms prior to the Effective Date;
"Book-Entry Shares" shall mean non-certificated shares represented by book-entry; $(b)$
"Company Dissenting Shareholder" means a registered holder of Company Shares who dissents $(c)$ in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Company Shares, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such holder;
$(d)$ "Consideration" means 0.4532 of an Acquiror Share for each Company Share;
"Dissent Rights" has the meaning ascribed thereto in Section 4.1; $(e)$
"Dissenting Shareholder" means a registered Company Shareholder who has validly exercised $(f)$ its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;
"final proscription date" has the meaning ascribed thereto in Section 5.5; $(g)$
$(h)$ "Former Company Shareholders" means the persons which held Company Shares immediately prior to the Effective Time (including persons to whom Company Shares are issued upon the deemed exercise of In-the-Money Options pursuant to Section $3.1(b)$ ), other than any Company Dissenting Shareholder properly exercising Dissent Rights, the Acquiror, and any other affiliate of Acquiror;
"In-the-Money Option" means each Company Option in respect of which the number of Option $(i)$ Shares is a positive number;
"Liability" means, in respect of any person, any debt, liability or obligation of any kind or nature $(i)$ whatsoever, including: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);
"Option Shares" means, in respect of each unexercised Company Option, that number of $(k)$ Company Shares equal to the quotient obtained by dividing $[(A-B) (C)]$ by (A), where: (A) = $$0.48$ ; (B) = the exercise price of the applicable Company Option; and (C) = the number of Company Shares that would be issuable upon exercise of the vested portion of the applicable option in accordance with the terms of the applicable option if such exercise were by means of a cash exercise of the applicable option;
"Out-of-the-Money Option" means each Company Option in respect of which the number of $(1)$ Option Shares is a negative number; and
"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended. $(m)$

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

Interpretation Not Affected by Headings $1.2$

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

Number, Gender and Persons $1.3$

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of any gender shall include all genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

Date for any Action $1.4$

If the date on which any action is required to be taken hereunder is not a business day, such action shall be required to be taken on the next succeeding day which is a business day. Time shall be of the essence in every matter or action contemplated under this Plan of Arrangement.

Statutory References 1.5

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

All references to dollars or to \$ are references to Canadian dollars. In the event that that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of The Bank of Canada available before the relevant calculation date.

ARTICLE 2 ARRANGEMENT AGREEMENT

$2.1$ Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

Binding Effect $2.2$

The Arrangement shall, without any further act of formality required on the part of any person, become effective at and after the Effective Time and shall be binding at or after the times referred to in Section 3.1 upon: (a) Company; (b) Acquiror; (c) the Company Shareholders (including Company Dissenting Shareholders); (d) the holders of the Company Options; (e) the Cancelled Warrant Holders; (f) any transfer agent of the Company; (g) the Depositary; and (h) all other persons, and in each case their respective agents, heirs, executors, administrators and other legal representatives, successors and assigns.

ARTICLE 3 ARRANGEMENT

$3.1$ Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the order set out below without any further authorization, act or formality:

each Company Share held by a Company Dissenting Shareholder shall be deemed to be $(a)$ transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Acquiror, and the Company shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 4 hereof, and: (i) the name of such holder shall be removed from the central securities register maintained by or on behalf of Company as a holder of Company Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens; and (ii) such Company Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
each In-the-Money Option that is outstanding immediately prior to the Effective Time, shall: (i) $(b)$ in respect of the vested portion of such option, without any further action on behalf of any holder of such In-the-Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued the Option Shares relating to such In-the-Money Option as fully-paid and non-assessable Company Shares and the holder of such In-the-Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares, and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Acquiror shall have any Liability with respect to such unvested portion of the applicable option;
each Out-of-the-Money Option that is outstanding immediately prior to the Effective Time $(c)$ (whether vested or unvested), shall, without any further action on behalf of any holder of such Out-of-the-Money Option, be cancelled without payment to any holder thereof and neither the

Company nor the Acquiror shall have any Liability with respect to such Out-of-the-Money Option;

each Cancelled Warrant outstanding immediately prior to the Effective Time shall, without any $(d)$ further action by or on behalf of the Cancelled Warrant Holder, be deemed to be cancelled in exchange for the applicable Cancelled Warrant Consideration; and
each Company Share outstanding immediately prior to the Effective Time (other than Company $(e)$ Shares held by Dissenting Shareholders) and each Company Share issued under Section 3.1(b) shall be transferred by the holders thereof to the Acquiror in exchange for the Consideration and the name of such holder shall be removed from the register of holders of Company Shares and added to the register of holders of Acquiror Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens.

The exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

Post-Effective Time Procedures $3.2$

On the Effective Date, Acquiror shall deliver or arrange to be delivered to the Depositary $(a)$ certificates or their electronic equivalent representing the Acquiror Shares required to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of ARTICLE 5 hereof.

No Fractional Acquiror Shares and Rounding of Cash Consideration $3.3$

No fractional Acquiror Shares shall be issued to Former Company Shareholders. The number of $(a)$ Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole number of Acquiror Shares in accordance with the BCBCA (with no compensation in lieu of such fractional share) in the event that a Former Company Shareholder is entitled to a fractional share.
If the aggregate cash amount which a Cancelled Warrant Holder is entitled to receive pursuant to $(b)$ Section 3.1(d) would otherwise include a fraction of \$0.01, then the aggregate cash amount to which such Cancelled Warrant Holder shall be entitled to receive shall be rounded up to the nearest whole \$0.01.

$3.4$ U.S. Securities Laws

The Arrangement shall be structured such that, assuming the Final Order is obtained, the issuance of securities under the Arrangement is expected to not require registration under the U.S. Securities Act, and the rules and regulations promulgated thereunder, in reliance on the Section $3(a)(10)$ Exemption.

ARTICLE 4 DISSENT RIGHTS

Dissent Rights $4.1$

Registered holders of Company Shares may exercise rights of dissent under Division 2 of Part 8 $(a)$ of the BCBCA, as modified by this ARTICLE 4, the Interim Order and the Final Order ("Dissent" Rights"), with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by section 242 of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) two business days immediately preceding the date of the Company Meeting or any date to which the Company Meeting may be postponed or adjourned.
Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have $(b)$ transferred the Company Shares held by them to the Acquiror as provided in Section 3.1(a), and if they
are ultimately entitled to be paid fair value for such Company Shares, shall be entitled to $(i)$ be paid the fair value of such Company Shares by the Company, which fair value, notwithstanding anything to the contrary in section 242 of the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or
are ultimately not entitled, for any reason, to be paid the fair value for such Company $(ii)$ Shares, shall be deemed to have participated in the Arrangement on the same basis as Company Shareholders who have not exercised Dissent Rights in respect of such Company Shares and shall be entitled to receive the Consideration to which Company Shareholders who have not exercised Dissent Rights are entitled under Section.

Recognition of Dissenting Shareholders $4.2$

In addition to any other restrictions set forth in the BCBCA, none of the following shall be entitled $(a)$ to exercise Dissent Rights: (i) Company Option Holders; (ii) Company Warrant Holders; and (iii) Company Shareholders who vote, or have instructed a proxyholder to vote, their Company Shares in favour of the Arrangement Resolution.
In no case shall the Acquiror, the Company, the Depositary, the registrar and transfer agent in $(b)$ respect of the Company Shares or any other person be required to recognize Company Shareholders who purport to exercise Dissent Rights as holders of Company Shares after the time that is immediately prior to the Effective Time, and the names of such Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders Company Shares at the Effective Time.
In no case shall the Acquiror, the Company or any other person be required to recognize a person $(c)$ exercising Dissent Rights, unless such person was, as applicable, the registered holder of those Company Shares on the record date for the Company Meeting in respect of which such Dissent Rights are sought to be exercised.

ARTICLE 5 DELIVERY OF ACOUIROR SHARES

$5.1$ Delivery of Acquiror Shares

Upon surrender to the Depositary for cancellation of a certificate that immediately before the $(a)$ Effective Time represented one or more outstanding Company Shares that were exchanged for Acquiror Shares in accordance with Section 3.1 hereof, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. Upon receipt of a customary "agent's message" by the Depositary with respect to Book-Entry Shares that were exchanged for Acquiror Shares in accordance with Section 3.1, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, and the Depositary shall deliver to such holder following the Effective Time, the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.
The Company shall deposit or cause to be deposited with the Company's Depositary, for the $(b)$ benefit of and to be held on behalf of the Cancelled Warrant Holders, the aggregate cash amount required for the payments in respect of the Cancelled Warrants pursuant to Section 3.1(d).
Upon surrender to the Company's Depositary for cancellation of a certificate which immediately $(c)$ prior to the Effective Time represented outstanding Cancelled Warrants, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Company's Depositary may reasonably require, the Company's Depositary shall deliver to the applicable Cancelled Warrant Holder, as soon as practicable (in each case, less any amounts withheld pursuant to Section 5.4) a cheque (or other form of immediately available funds) representing the cash amount that such Cancelled Warrant Holder is entitled to receive under the Arrangement.
After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) $(d)$ hereof, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the Acquiror Shares in accordance with Section 3.1 hereof.

$5.2$ Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged for Acquiror Shares in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of a certificate representing the Acquiror Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, such holder shall, as a condition precedent to the delivery of such Acquiror Shares, give a bond satisfactory to Acquiror and the Depositary in such amount as Acquiror and the Depositary may direct, or otherwise indemnify Acquiror and the Depositary in a manner satisfactory to Acquiror and the Depositary, against any claim that may be made against Acquiror or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Company.

Distributions with Respect to Certificates not Surrendered 5.3

No dividend or other distribution declared or made after the Effective Time with respect to Acquiror Shares with a record date after the Effective Time shall be delivered to the holder of any certificate that has not been surrendered by the holder thereof and that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable Law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Acquiror Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Acquiror Shares.

5.4 Withholding Rights

Company, Acquiror and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any Former Company Shareholders under this Plan of Arrangement (including any payment to Company Dissenting Shareholders) such amounts as Company, Acquiror or the Depositary may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Tax, including under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Company, Acquiror or the Depositary, as the case may be. For the purposes hereof, to the extent that such amounts are so deducted and withheld, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person to whom such amounts would otherwise have been paid hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Company, Acquiror or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Acquiror Shares to which any such person may otherwise be entitled under this Plan of Arrangement on behalf of such person to satisfy such person's tax liability, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

$5.5$ Limitation and Proscription

To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six years after the Effective Date (the "final proscription date"), then the Acquiror Shares that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Acquiror Shares shall be delivered to Acquiror by the Depositary and the share certificates shall be cancelled by Acquiror, and the interest of the Former Company Shareholder in such Acquiror Shares to which it was entitled shall be terminated as of such final proscription date. Any payment made by way of cheque pursuant to this Plan of Arrangement that remains unclaimed on or before the final proscription date and any right or claim to payment under this Plan of Arrangement that remains outstanding on the final proscription date shall cease to represent a right or claim of any kind or nature and the right of any affected security holder to receive the consideration for any affected securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Acquiror (or the Company, as applicable) for no consideration.

5.6 No Additional Consideration

No Former Company Shareholder shall be entitled to receive any consideration or entitlement with respect to any Company Shares, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1 and the other terms of this Plan of Arrangement and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith.

5.7 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to Company Shares, Company Options and Company Warrants issued and outstanding immediately prior to the Effective Time; (b) the rights and obligations of Company, Acquiror, the Company Shareholders (including Company Dissenting Shareholders), the holders of any Company Convertible Securities, any transfer agent therefor, and the Depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 6 AMENDMENTS

Amendments to Plan of Arrangement $6.1$

Company and Acquiror reserve the right to amend, modify or supplement this Plan of $(a)$ Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by Company and Acquiror; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and; (iv) communicated to holders or former holders of Company Shares, Company Options and Company Warrants if and as required by the Court.
$(b)$ Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Company at any time prior to the Company Meeting provided that Acquiror shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), as applicable, shall become part of this Plan of Arrangement for all purposes.
Any amendment, modification or supplement to this Plan of Arrangement that is approved by the $(c)$ Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of Company and Acquiror; and (ii) if required by the Court, it is consented to by Company Shareholders voting in the manner directed by the Court.
Any amendment, modification or supplement to this Plan of Arrangement may be made following $(d)$ the Effective Date unilaterally by Acquiror provided that it concerns a matter which, in the reasonable opinion of Acquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to any Cancelled Warrant Holder or Former Company Shareholder.

Further Assurances $6.2$

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

$\bar{z}$

315663.00001/110138721.2 CW20265745.1

Suite 900 - 885 West Georgia Street, Vancouver, B.C., V6C 3H1,
(604) 643-3157
Counsel: Sean Tessarolo Barristers and Solicitors Clark Wilson LLP

ORDER MADE AFTER APPLICATION

No.
Vancouver Registry

Schedule "b to Petition

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288
TO 299 OF THE BUSINESS
CORPORATIONS ACT, S.B.C. 2002,
CHAPTER 57, AS AMENDED

AND -

IN THE MATTER OF A PROPOSED
ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND
STEPPE GOLD LTD.

ANACORTES MINING CORP.
PETITIONER

No. S233598 Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 TO 299 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED

$- AND -$

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING ANACORTES MINING CORP. AND STEPPE GOLD LTD.

ANACORTES MINING CORP.

PETITIONER

NOTICE OF HEARING (For Interim Order)

To: WITHOUT NOTICE

TAKE NOTICE that the Petition of Anacortes Mining Corp. dated 12/May/2023 will be heard at the courthouse at 800 Smithe Street, Vancouver B.C. on 16/May/2023 at 9:45 a.m. for an Interim Order.

$\mathsf{X}$ The petition is unopposed, by consent or without notice.

1. Duration of hearing

$\mathsf{X}$ It has been agreed by the parties that the hearing will take 10 minutes.

$2.$ Jurisdiction

$\overline{X}$ This matter is within the jurisdiction of a master.

Contact Information for Counsel:

$-2-$

Lawyer for the Petitioner:

Date: May 12, 2023

Sean Tessarolo Office: 604,643.3157 Email: [email protected]

Signature of lawyler for Petitioner
Sean Tessarolo

THIS NOTICE OF HEARING OF PETITION is prepared by Sean Tessarolo, of the firm of Clark Wilson LLP, Barristers and Solicitors, whose place of business and address for service is Suite 900 - 885 West Georgia Street, Vancouver, B.C., V6C 3H1, telephone (604) 643 3157, email: [email protected] and whose fax number for delivery is (604) 687-6314.

APPENDIX D

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

[See attached.]

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

(a) "Arrangement Agreement" means the arrangement agreement dated as of May 5, 2023 between Acquiror and Company, as amended, amended and restated or supplemented in accordance with its terms prior to the Effective Date;
(b) "Book‐Entry Shares" shall mean non‐certificated shares represented by book‐entry;
(c) "Company Dissenting Shareholder" means a registered holder of Company Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Company Shares, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such holder;
(d) "Consideration" means 0.4532 of an Acquiror Share for each Company Share;
(e) "Dissent Rights" has the meaning ascribed thereto in Section 4.1;
(f) "Dissenting Shareholder" means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;
(g) "final proscription date" has the meaning ascribed thereto in Section 5.5;
(h) "Former Company Shareholders" means the persons which held Company Shares immediately prior to the Effective Time (including persons to whom Company Shares are issued upon the deemed exercise of In‐the‐Money Options pursuant to Section 3.1(b)), other than any Company Dissenting Shareholder properly exercising Dissent Rights, the Acquiror, and any other affiliate of Acquiror;
(i) "In‐the‐Money Option" means each Company Option in respect of which the number of Option Shares is a positive number;
(j) "Liability" means, in respect of any person, any debt, liability or obligation of any kind or nature whatsoever, including: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii)

any right against such person to an equitable remedy for breach of performance, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

(k) "Option Shares" means, in respect of each unexercised Company Option, that number of Company Shares equal to the quotient obtained by dividing [(A‐B) (C)] by (A), where: (A) = \$0.48; (B) = the exercise price of the applicable Company Option; and (C) = the number of Company Shares that would be issuable upon exercise of the vested portion of the applicable option in accordance with the terms of the applicable option if such exercise were by means of a cash exercise of the applicable option;
(l) "Out‐of‐the‐Money Option" means each Company Option in respect of which the number of Option Shares is a negative number; and
(m) "U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of any gender shall include all genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

1.5 Statutory References

1.6 Currency

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Binding Effect

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the order set out below without any further authorization, act or formality:

(a) each Company Share held by a Company Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Acquiror, and the Company shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 4 hereof, and: (i) the name of such holder shall be removed from the central securities register maintained by or on behalf of Company as a holder of Company Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens; and (ii) such Company Dissenting Shareholders will cease to have any rights as Company Shareholders other than the right to be paid the fair value for their Company Shares by the Company;
(b) each In‐the‐Money Option that is outstanding immediately prior to the Effective Time, shall: (i) in respect of the vested portion of such option, without any further action on

behalf of any holder of such In‐the‐Money Option and without any payment by such holder be deemed to have been fully exercised (but only with respect to the vested portion of the option) and the Company shall be deemed to have issued the Option Shares relating to such In‐the‐Money Option as fully‐paid and non‐assessable Company Shares and the holder of such In‐the‐Money Option shall become the holder of the Company Shares comprising such Company Shares and the central securities register of the Company shall be revised accordingly, but such holder shall not be entitled to receive a share certificate or other document representing such Company Shares, and (ii) in respect of any unvested portion of such option, the option shall be cancelled without payment to the holder thereof and neither the Company nor the Acquiror shall have any Liability with respect to such unvested portion of the applicable option;

(c) each Out‐of‐the‐Money Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), shall, without any further action on behalf of any holder of such Out‐of‐the‐Money Option, be cancelled without payment to any holder thereof and neither the Company nor the Acquiror shall have any Liability with respect to such Out‐of‐the‐Money Option;
(d) each Cancelled Warrant outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of the Cancelled Warrant Holder, be deemed to be cancelled in exchange for the applicable Warrant Consideration; and
(e) each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by Dissenting Shareholders) and each Company Share issued under Section 3.1(b) shall be transferred by the holders thereof to the Acquiror in exchange for the Consideration and the name of such holder shall be removed from the register of holders of Company Shares and added to the register of holders of Acquiror Shares and the Acquiror shall be recorded as the registered holder of the Company Shares so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any Liens.

3.2 Post‐Effective Time Procedures

(a) On the Effective Date, Acquiror shall deliver or arrange to be delivered to the Depositary certificates or their electronic equivalent representing the Acquiror Shares required to be issued to Former Company Shareholders in accordance with the provisions of Section 3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of ARTICLE 5 hereof.

3.3 No Fractional Acquiror Shares and Rounding of Cash Consideration

(a) No fractional Acquiror Shares shall be issued to Former Company Shareholders. The number of Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole number of Acquiror Shares in accordance with the BCBCA (with no compensation in lieu of such fractional share) in the event that a Former Company Shareholder is entitled to a fractional share.

(b) If the aggregate cash amount which a Cancelled Warrant Holder is entitled to receive pursuant to Section 3.1(d) would otherwise include a fraction of \$0.01, then the aggregate cash amount to which such Cancelled Warrant Holder shall be entitled to receive shall be rounded up to the nearest whole \$0.01.

3.4 U.S. Securities Laws

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

(a) Registered holders of Company Shares may exercise rights of dissent under Division 2 of Part 8 of the BCBCA, as modified by this ARTICLE 4, the Interim Order and the Final Order ("Dissent Rights"), with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by section 242 of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) two business days immediately preceding the date of the Company Meeting or any date to which the Company Meeting may be postponed or adjourned.
(b) Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them to the Acquiror as provided in Section 3.1(a), and if they
(i) are ultimately entitled to be paid fair value for such Company Shares, shall be entitled to be paid the fair value of such Company Shares by the Company, which fair value, notwithstanding anything to the contrary in section 242 of the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or
(ii) are ultimately not entitled, for any reason, to be paid the fair value for such Company Shares, shall be deemed to have participated in the Arrangement on the same basis as Company Shareholders who have not exercised Dissent Rights in respect of such Company Shares and shall be entitled to receive the Consideration to which Company Shareholders who have not exercised Dissent Rights are entitled under Section .

4.2 Recognition of Dissenting Shareholders

(a) In addition to any other restrictions set forth in the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Option Holders; (ii) Company Warrant Holders; and (iii) Company Shareholders who vote, or have instructed a proxyholder to vote, their Company Shares in favour of the Arrangement Resolution.
(b) In no case shall the Acquiror, the Company, the Depositary, the registrar and transfer agent in respect of the Company Shares or any other person be required to recognize Company Shareholders who purport to exercise Dissent Rights as holders of Company Shares after the time that is immediately prior to the Effective Time, and the names of such Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders Company Shares at the Effective Time.
(c) In no case shall the Acquiror, the Company or any other person be required to recognize a person exercising Dissent Rights, unless such person was, as applicable, the registered holder of those Company Shares on the record date for the Company Meeting in respect of which such Dissent Rights are sought to be exercised.

ARTICLE 5 DELIVERY OF ACQUIROR SHARES

5.1 Delivery of Acquiror Shares

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Company Shares that were exchanged for Acquiror Shares in accordance with Section 3.1 hereof, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. Upon receipt of a customary "agent's message" by the Depositary with respect to Book‐Entry Shares that were exchanged for Acquiror Shares in accordance with Section 3.1, together with such other documents and instruments as would have been required to effect the transfer of such Company Shares formerly represented by such certificate under the BCBCA and the articles of Company and such additional documents and instruments as the Depositary may reasonably require, and the Depositary shall deliver to such holder following the Effective Time, the Acquiror Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.
(b) The Company shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Cancelled Warrant Holders, the aggregate cash amount required for the payments in respect of the Cancelled Warrants pursuant to Section 3.1(d).
(c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Cancelled Warrants, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to the applicable Cancelled Warrant Holder, as soon as practicable (in each case, less any amounts withheld pursuant to Section 5.4) a cheque (or other form of immediately available funds) representing the cash amount that such Cancelled Warrant Holder is entitled to receive under the Arrangement.
(d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the Acquiror Shares in accordance with Section 3.1 hereof.

5.2 Lost Certificates

5.3 Distributions with Respect to Certificates not Surrendered

5.4 Withholding Rights

Acquiror or the Depositary may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Tax, including under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Company, Acquiror or the Depositary, as the case may be. For the purposes hereof, to the extent that such amounts are so deducted and withheld, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person to whom such amounts would otherwise have been paid hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Company, Acquiror or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Acquiror Shares to which any such person may otherwise be entitled under this Plan of Arrangement on behalf of such person to satisfy such person's tax liability, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

5.5 Limitation and Proscription

To the extent that a Former Company Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six years after the Effective Date (the "final proscription date"), then the Acquiror Shares that such Former Company Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Acquiror Shares shall be delivered to Acquiror by the Depositary and the share certificates shall be cancelled by Acquiror, and the interest of the Former Company Shareholder in such Acquiror Shares to which it was entitled shall be terminated as of such final proscription date. Any payment made by way of cheque pursuant to this Plan of Arrangement that remains unclaimed on or before the final proscription date and any right or claim to payment under this Plan of Arrangement that remains outstanding on the final proscription date shall cease to represent a right or claim of any kind or nature and the right of any affected security holder to receive the consideration for any affected securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Acquiror (or the Company, as applicable) for no consideration.

5.6 No Additional Consideration

5.7 Paramountcy

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Company and Acquiror reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by Company and Acquiror; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and; (iv) communicated to holders or former holders of Company Shares, Company Options and Company Warrants if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Company at any time prior to the Company Meeting provided that Acquiror shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), as applicable, shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of Company and Acquiror; and (ii) if required by the Court, it is consented to by Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Acquiror provided that it concerns a matter which, in the reasonable opinion of Acquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to any Cancelled Warrant Holder or Former Company Shareholder.

6.2 Further Assurances

APPENDIX E

STIFEL GMP FAIRNESS OPINION

[See attached.]

Stifel Nicolaus Canada Inc. 161 Bay Street West, Suite 3800 Toronto, ON M5J 2S1 Tel: (416) 367-8600

May 5, 2023

The Special Committee of Independent Directors Anacortes Mining Corp. 1090 - 510 Burrard St. Vancouver, BC Canada, V6C 3B9

Dear Sirs / Mesdames:

Stifel Nicolaus Canada Inc. ("Stifel GMP") understands that Anacortes Mining Corp. ("Anacortes" or the "Company") is considering entering into an arrangement agreement (the "Arrangement Agreement") with Steppe Gold Ltd. ("Steppe") pursuant to which, among other things, Steppe will acquire all of the issued and outstanding common shares of Anacortes (the "Anacortes Shares") in exchange for common shares of Steppe (the "Steppe Shares") by way of a court approved plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia), which transaction is referred to herein as the "Arrangement".

The Arrangement

Pursuant to the Arrangement, holders of Anacortes Shares will receive, in exchange for each Anacortes Share held, 0.4532 (the "Exchange Ratio") of a Steppe Share (the "Share Consideration"). At the Effective Time, each Anacortes Warrant (the "Warrant") will be cancelled in exchange for an amount of cash that is equal to the aggregate value of the specific tranche of Warrant as determined by the Black-Scholes valuation method and, together with the Share Consideration, the "Total Consideration", with a minimum floor price of \$0,001 per Warrant. The terms of the Arrangement are more fully described in the Arrangement Agreement.

We understand that the outstanding Warrant amount to purchase common shares of Anacortes consist of the following and are collectively referred to herein as the "Warrants" (i) 1,744,500 warrants, each entitling the holder thereof to purchase one Anacortes Share at an exercise price of \$0.52 per Anacortes Share, expiring on August 8, 2023 (the "August Warrants"); (ii) 815,138 warrants, each entitling the holder thereof to purchase one Anacortes Share at an exercise price of \$0.88 per Anacortes Share, expiring on May 7, 2023 (the "May Warrants"); (iii) 4,591,354 warrants, each entitling the holder thereof to purchase one Anacortes Share at an exercise price of \$3.30 per Anacortes Share, expiring on July 21, 2023 that are subject to the Anacortes Warrant Indenture (the "July Warrants"); (iv) 550,668 broker compensation options, each entitling the holder thereof to purchase one Anacortes Share at an exercise price of \$2.40 per Anacortes Share, expiring on October 6, 2023 (the "October \$2.40 Warrants"); and (v) 354,166 warrants, each entitling the holder thereof to purchase one Anacortes Share at an exercise price of \$3.30 per Anacortes Share, expiring on October 6, 2023 (the "October \$3.30 Warrants").

The Arrangement is subject to certain conditions, including, among other things: (a) approval of at least 66 2/3% of the votes cast by the shareholders of Anacortes present in person or by proxy at the special meeting of holders of Anacortes Shares ("Anacortes Shareholders") to be called and held to consider the Arrangement, (b) a majority of the votes cast by the Anacortes Shareholders present in person or by proxy at the special meeting excluding for this purpose votes attached to the Company Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101"), if required, (c) approval of the Supreme Court of British Columbia, and (d) receipt of required stock exchange approvals.

The Arrangement involves Anacortes Shareholders and holders of Anacortes warrants "Anacortes Securityholders".

Stifel GMP's Engagement

The Board of Directors of Anacortes (the "Company Board") retained Stifel GMP to act as its financial advisor effective as of March 1, 2023 and pursuant to an engagement letter (the "Engagement Letter") executed on March 1, 2023. Pursuant to the Engagement Letter, Stifel GMP has agreed to, among other things, deliver, at the request of the Company Board, an opinion (the "Opinion") as to whether the Total Consideration is fair, from a financial point of view, to Anacortes Shareholders. Pursuant to the Engagement Letter, on March 5, 2023, Stifel GMP delivered to the Special Committee of Independent Directors of the Company Board (the "Special Committee") its verbal opinion that the Total Consideration offered to Anacortes Shareholders in relation to the binding letter of intent between Steppe and Anacortes (the "Binding LOI"). Subsequently, Stifel GMP has agreed to, among other things, deliver, at the request of the Company Board, an Opinion as to whether the Total Consideration is fair, from a financial point of view, to Anacortes Securityholders. Pursuant to the Engagement Letter, on May 3, 2023, Stifel GMP reiterated to the Special Committee its verbal opinion that the Total Consideration offered to Anacortes Securityholders under the Arrangement was fair from a financial point of view to Anacortes Securityholders.

The Engagement Letter provides that Stifel GMP will be paid by Anacortes, for the services provided thereunder, a fee which is not contingent on the successful outcome of the Arrangement, as well as reimbursement of all reasonable legal and out-of-pocket expenses. In addition, Stifel GMP and its affiliates and their respective directors, officers, employees, agents and controlling persons are to be indemnified by Anacortes under certain circumstances from and against certain liabilities arising out of the performance of professional services rendered to Anacortes. In the future, Stifel GMP may in the ordinary course of business, seek to perform financial advisory services or corporate finance services for Anacortes, Steppe, and their associates from time to time. Stifel GMP has not been engaged to prepare, and has not prepared, a formal valuation or appraisal of Anacortes or Steppe, or any of their respective assets, securities or liabilities (whether on a standalone basis or as a combined entity), and the Opinion should not be construed as such.

Stifel GMP was similarly not engaged to review any legal, tax or accounting aspects of the Arrangement and, accordingly, expresses no views thereon. Stifel GMP has assumed, with Anacortes's agreement, that the Arrangement is not subject to the delivery of a formal valuation pursuant to the requirements of MI-61-101 and Stifel GMP's engagement does not include, and this Opinion should not be considered to represent, a formal valuation under ML61-101

Credentials of Stifel GMP

Stifel GMP is a leading independent Canadian investment dealer focused on investment banking and institutional equities for corporate clients and institutional investors. As part of our investment banking activities, we are regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel GMP is not in the business of providing auditing services. Stifel GMP and Stifel FirstEnergy are brand names of Stifel Nicolaus Canada Inc., which is a wholly owned subsidiary of Stifel Financial Corp., a financial institution listed on the New York Stock Exchange.

The Opinion expressed herein represents the opinion of Stifel GMP and the form and content hereof have been approved for release by a group of professionals of Stifel GMP, each of whom is experienced in merger, acquisition, divestiture, restructuring, valuation and fairness opinion matters.

Independence of Stifel GMP

None of Stifel GMP, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario)) of Anacortes or Steppe or any of their respective associates or affiliates (collectively, the

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"Interested Parties"). During the 24 months preceding the date of this letter agreement, none of Stifel GMP or any of its affiliates: a) has been engaged by either of Anacortes or Steppe to provide any financial advisory services or to act as lead or co-lead manager on any offering of securities; b) has or has had a material financial interest in any transaction involving such parties; or c) has had a material involvement in an evaluation, appraisal or review of the financial condition of such parties. None of Stifel GMP or any of its affiliates has a material financial interest in future business under an agreement, commitment or understanding involving such parties.

There are no understandings, agreements or commitments between Stifel GMP and any Interested Parties with respect to any future business dealings, however, Stifel GMP may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Stifel GMP has been retained by Anacortes to, among other things, provide the Opinion to the Special Committee in respect of the Arrangement. In the ordinary course of its business, Stifel GMP acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have, today, or in the future, positions in the securities of Anacortes and Steppe and, from time to time, may have executed or may execute transactions on behalf of Anacortes and Steppe or other clients for which it received or may receive compensation. In addition, as an investment dealer, Stifel GMP conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including research with respect to Anacortes or Steppe and/or their respective affiliates or associates.

Scope of Review

Stifel GMP has acted as financial advisor to the Special Committee in respect of the Arrangement and certain related matters. In this context, and for the purpose of preparing the Opinion, we have analyzed financial, operational and other information relating to Anacortes, including information derived from meetings and discussions with the management and Special Committee of Anacortes. Except as expressly described herein, Stifel GMP has not conducted any independent investigations to verify the accuracy and completeness thereof.

In connection with rendering the Opinion, and among other things, we have:

reviewed the comprehensive and Binding LOI between Steppe and Anacortes dated March $(a)$ 5.2023:
reviewed the Arrangement Agreement between Steppe and Anacortes dated May 5,2023; $(b)$
$(c)$ reviewed the form of voting and support agreement to be entered into between Steppe and the officers and certain of the directors of Anacortes, as referred to in the Arrangement Agreement;
$(d)$ reviewed and analyzed certain publicly available information relating to the business, operations, financing conditions and trading history of Anacortes including but not limited to its financial statements, technical reports, continuous disclosure documents and other information that Stifel GMP considered relevant;
reviewed and analyzed certain publicly available information relating to the business, operations, $(e)$ financing conditions and trading history of Steppe including but not limited to its financial statements, technical reports, continuous disclosure documents and other information that Stifel GMP considered relevant:
reviewed public information relating to other selected public mining companies that Stifel GMP $(f)$ considered relevant:
performed a comparison of the multiples implied under the terms of the Arrangement with those $(q)$ implied from recent precedent acquisitions involving companies that Stifel GMP deemed relevant and reviewed the consideration paid for such companies;
$(h)$ performed a comparison of the multiples implied under the terms of the Arrangement to an analysis of the trading levels of similar companies we deemed relevant under the circumstances;
performed a comparison of the Total Consideration to be paid to the Anacortes Shareholders to $(i)$ the recent trading levels of Anacortes;
reviewed certain internal financial models, analyses, forecasts and projections prepared by the $(i)$ management of Anacortes relating to its business;
$(k)$ reviewed certain internal financial models, analyses, forecasts and projections prepared by the management of Steppe relating to its business;
reviewed certain technical information and analyses prepared by the management of Anacortes $(1)$ relating to the assets of Anacortes;
reviewed certain technical information and analyses prepared by the management of Steppe $(m)$ relating to the assets of Steppe;
had discussions with members of the Special Committee and management of Anacortes with $(n)$ regard to, among other things, the business, past and current operations, current financial condition and future potential of Anacortes;
reviewed officer's certificates addressed to Stifel GMP and executed and delivered by each of the $(0)$ Chief Executive Officer and the Chief Financial Officer of Anacortes dated the date hereof setting out representations as to certain factual matters and the completeness and accuracy of the Information (as defined herein) upon which the Opinion is based and conducted due diligence sessions with the management of Anacortes and received detailed information concerning its business and affairs:
reviewed various equity research reports and industry sources regarding Anacortes, Steppe and $(p)$ the mining industry;
reviewed the respective terms of the Warrants as stated in the certificates for each individual class $(q)$ of Warrants:
reviewed the current and historical in-the-money value of the Warrants; $(r)$
reviewed the current and historical volatility of the common shares of Anacortes; $(s)$
$(t)$ performed a comparison of the consideration to be paid to the warrant holders of Anacortes to the value of the Warrants using the Black-Scholes pricing methodology based on the recent trading levels and a range of volatilities of Anacortes common shares;
performed a comparison of the consideration to be paid to the warrant holders and common $(u)$ shareholders of Anacortes: and
$(v)$ performed a comparison of the relative contribution of assets, cash flow, earnings, net asset value, production, and reserves/resources by Anacortes and Steppe to the relative pro forma ownership of Steppe:
reviewed historical metal commodity prices and considered the impact of various commodity $(W)$ pricing assumptions on the respective business, prospects and financial forecasts of Anacortes

and Steppe; and

considered such other corporate, industry and financial market information, investigations and $(X)$ analyses as Stifel GMP considered necessary or appropriate in the circumstances.

In its assessment, Stifel GMP looked at several methodologies, analyses and techniques and used a combination of those approaches in order to produce its Opinion. Stifel GMP based the Opinion upon a number of quantitative and qualitative factors as deemed appropriate based on Stifel GMP's professional experience.

Stifel GMP has not, to the best of its knowledge, been denied access by Anacortes to any information requested by Stifel GMP. Stifel GMP did not meet with the auditors of Anacortes or Steppe and as stipulated below, has assumed, without independent investigation, the accuracy and fair presentation of the audited financial statements of Anacortes and Steppe, and the reports of the auditors thereon, and the unaudited interim financial statements of Anacortes and Steppe.

Assumptions and Limitations

With Anacortes's approval and as provided for in the Engagement Letter, Stifel GMP has relied upon and has assumed, without independent investigation, the completeness, accuracy and fair presentation of all financial, technical and other information, data, documents, advice, materials, opinions and representations obtained by Stifel GMP from public sources, including information relating to Anacortes, Steppe and the Arrangement, or provided to Stifel GMP by Anacortes, Steppe and their respective affiliates or advisors or otherwise pursuant to our engagement (collectively, the "Information") and the Opinion is conditional upon such completeness, accuracy and fairness. Subject to the exercise of professional judgment and except as expressly described herein, Stifel GMP has not attempted to verify independently the accuracy or completeness of any such Information. Senior officers of Anacortes have represented to Stifel GMP, in separate certificates delivered as at the date hereof, among other things, that the Information provided by Anacortes with respect to Anacortes (the "Anacortes Information") is true and correct in all material respects at the date the Anacortes Information was provided to Stifel GMP, and did not and does not, contain a misrepresentation (as defined in the Securities Act (British Columbia) and that, since the date the Anacortes Information was provided to Stifel GMP, there has been no material change, no change in a material fact (as such terms are defined in the Securities Act (British Columbia) and no new material fact, financial or otherwise, in Anacortes's financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects, which is of such a nature as to render any portion of the Anacortes Information or any part thereof untrue or misleading in any material respect or which could reasonably be expected to have a material effect on the Opinion.

Stifel GMP was not engaged to review any legal, regulatory, tax or accounting aspects of the Arrangement and, accordingly, expresses no view thereon. Stifel GMP was also not engaged to review the quality, quantity or mining economics of the mineral reserves and resources of any of the assets of Anacortes or Steppe from a technical, engineering or geological standpoint and, accordingly expresses no view thereon. The Arrangement is subject to a number of conditions outside the control of Anacortes and Steppe, and Stifel GMP has assumed that all conditions precedent to the completion of the Arrangement will be satisfied in due course, that all consents, agreements, permissions, exemptions or orders of relevant regulatory and governmental authorities will be obtained, without adverse conditions or qualification, that the Arrangement will be completed in accordance with the terms and conditions of the Arrangement Agreement: (i) without additional material costs or liabilities to Anacortes; (ii) without waiver of, or amendment to, any term or condition thereof that is any way material to our analyses; and (iii) in compliance with all applicable laws; and that the disclosure relating to Anacortes, Steppe and the Arrangement set forth in any disclosure documents prepared by Anacortes or Steppe will be accurate and complete, and will comply with the requirements of all applicable laws.

The Opinion is rendered as of May 5, 2023 on the basis of securities markets, economic, financial and general business conditions prevailing as at such date, and the condition and prospects, financial and otherwise, of

Anacortes as they were reflected in the Information and as they were represented to Stifel GMP in discussions with the management of Anacortes. In rendering the Opinion, Stifel GMP has assumed that there are no material changes or material facts relating to Anacortes or Steppe, or their respective business, operations, capital or future prospects which have not been generally disclosed. Any changes therein may affect the Opinion and, although Stifel GMP reserves the right to change or withdraw the Opinion in such event, we disclaim any obligation to advise any person of any change that may come to our attention or to update the Opinion after today. Other than as authorized below, any reference to the Opinion or the engagement of Stifel GMP by Anacortes is expressly prohibited without the express written consent of Stifel GMP. Anacortes is expressly authorized to refer to the Opinion and engagement of Stifel GMP in the documentation prepared and to be prepared by Anacortes in connection with the Arrangement, including but not limited to press releases, information circulars and legal proceedings, as well as to the extent required for Anacortes to satisfy its disclosure obligations under securities legislation.

$E - 7$

Stifel GMP believes that the analyses and factors considered in arriving at the Opinion must be considered as a whole and is not amenable to partial analyses or summary description and that selecting portions of the analyses and the factors considered, without considering all factors and analyses together, could create a misleading view of the process employed and the conclusions reached. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. In arriving at the Opinion, Stifel GMP has not attributed any particular weight to any specific analyses or factor but rather based the Opinion on a number of qualitative and quantitative factors deemed appropriate by Stifel GMP based on Stifel GMP's experience in rendering such opinions.

In our analyses and in connection with the preparation of the Opinion, Stifel GMP made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement. While, in the professional opinion of Stifel GMP, the assumptions used in preparing the Opinion are reasonable in the current circumstances, some or all of these assumptions may prove to be incorrect.

Conclusion and Fairness Opinion

Based upon our analysis and subject to all of the foregoing and such other matters as we have considered relevant, Stifel GMP is of the opinion that, as at the date hereof, the Total Consideration to be received by Anacortes Securityholders under the Arrangement is fair, from a financial point of view, to the Anacortes Securityholders.

The Opinion has been provided solely for the use of the Special Committee for the purposes of considering the Arrangement and may not be used or relied upon by any other person or for any other purpose without the prior written consent of Stifel GMP.

Other than as authorized herein, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without Stifel GMP's prior written consent. Anacortes is expressly authorized to reproduce, disseminate, quote from, include or refer to the Opinion of Stifel GMP in the documentation prepared and to be prepared by Anacortes in connection with the Arrangement, including but not limited to press releases, information circulars and legal proceedings, as well to the extent required for Anacortes to satisfy its disclosure obligations under securities legislation.

Yours very truly.

Stifel Nicolaus Canada Inc.

58451804.2

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APPENDIX F

INFORMATION CONCERNING ANACORTES MINING CORP.

The following information about the Company should be read in conjunction with the information concerning the Company appearing elsewhere in this Circular. Capitalized terms used but not otherwise defined in this Appendix F have the meaning ascribed to them in this Circular.

Overview

Anacortes is a growth‐oriented gold company in the Americas, which owns a 100% interest in the Tres Cruces Project located in Peru.

Recent Developments

The following events, and some background for reference, are principal activities which occurred in the years ended December 31, 2022 and 2021 and up to the date of this Circular.

On June 16, 2021, Anacortes entered into an arrangement agreement with New Oroperu Resources Inc. ("New Oroperu"), pursuant to which the Company agreed to acquire all of the issued and outstanding shares in the capital of New Oroperu (the "New Oroperu Arrangement").

On July 21, 2021, in connection with the New Oroperu Arrangement, the Company and 1310612 B.C. Ltd. completed a private placement pursuant to which the Company and 1310612 B.C. Ltd. issued an aggregate of 5,096,250 subscription receipts at a price of \$0.40 per subscription receipt for aggregate gross proceeds of \$22,038,500.

On October 6, 2021, the Company and New Oroperu completed the New Oroperu Arrangement, resulting in the creation of "Anacortes Mining Corp." Following the closing of the New Oroperu Arrangement, the Company's business was focused on continued exploration and advancement of the Tres Cruces Project, in addition to seeking further growth opportunities in the Americas.

The Company acquired New Oroperu by way of a statutory plan of arrangement under the BCBCA pursuant to which, among other things, the Company acquired all of the issued and outstanding common shares of New Oroperu in exchange for an aggregate of 20,074,716 Company Shares (on a post‐ consolidation basis).

Concurrent to the New Oroperu Arrangement, the Company completed a consolidation of its issued and outstanding Company Shares on the basis of one post‐consolidation Company Share for each six pre‐ consolidation Company Shares. The post‐consolidation Company Shares commenced trading on the TSXV at the opening of market on October 16, 2021 under the Company's symbol "XYZ".

On March 6, 2023, the Company entered into the Binding LOI with the Purchaser, pursuant to which the Purchaser, either directly or through a wholly‐owned subsidiary, agreed to acquire all of the issued and outstanding common shares of the Company by way of a court approved plan of arrangement under the BCBCA.

On May 5, 2023, the Company entered into the Arrangement Agreement pursuant to which the Purchaser, either directly or through a wholly‐owned subsidiary, will acquire all of the issued and outstanding Company Shares by way of a court approved plan of arrangement under the BCBCA.

Capitalization

Except as otherwise described herein, there have been no material changes in the capitalization of the Company since April 18, 2023, the date of the Company's most recently filed audited annual financial statements. As at the close of business on May 10, 2023, there were 42,582,118 Company Shares issued and outstanding on a non‐diluted basis and 53,797,806 Company Shares on a fully diluted basis (assuming that all of the outstanding Company Options were exercised and all of the outstanding Company Warrants were settled as of the date of this Circular).

Description of Share Capital

The Company's share capital consists of an unlimited number of common shares, namely Company Shares, without par value.

Common Shares

The holders of Company Shares are entitled to vote at all meetings of Company Shareholders, to receive dividends if, as and when declared by the directors and, subject to the rights of holders of any shares ranking in priority to or on a parity with the Company Shares, to participate rateably in any distribution of property or assets upon the liquidation, winding‐up or other dissolution of the Company.

Options

On June 29, 2022, the Company approved the Company 2022 Equity Incentive Plan which included a stock option plan, amongst other incentive plans. The stock option plan allows options to be granted to directors, officers and consultants of the Company. Under the terms of the Company 2022 Equity Incentive Plan, the Company can issue a maximum of 10% of the issued and outstanding Company Shares at the time of the grant, and the exercise price of each option is equal to or above the market price of the Company Shares on the grant date. The Options granted under the Company 2022 Equity Incentive Plan shall fully vest on the grant date. Options issued to consultants conducting investor relations activities must vest in stages over a minimum of 12 months with no more than one quarter of the options vesting in any 3‐month period. Other terms of the options granted under the Company 2022 Equity Incentive Plan including vesting and expiry dates are determined at the discretion of the Company Board.

As at May 5, 2023, there were 3,975,000 Company Options outstanding.

Warrants

As at May 5, 2023, the Company had 8,055,826 Company Warrants outstanding.

Prior Sales

The following table sets forth information in respect of issuances of Company Shares and securities that are convertible or exchangeable into Company Shares, during the 12 months ending December 31, 2022, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued:

Date	Type of Security	Number	Exercise Price (C\$)
December 23, 2022	Company Options (1)	1,950,000	\$0.40

Notes:

(1) The Company Options were granted as follows: (i) 850,000 options to its independent directors, (ii) 250,000 options to James A. Currie, (iii) 250,000 options to Horng Dih Lee, (iv) 200,000 options to a senior employee, (v) 200,000 options to a consultant advisor to the Company Board, and (vi) 200,000 options to its investor relations consultant. These options entitle the holder to purchase one Company Share at an exercise price of CAD\$0.40 per share for a period of five years, expiring on December 23, 2027.

Price Range and Trading Volume

The Company Shares are listed and posted for trading on the TSXV under the trading symbol "XYZ" and the OTCQX under the symbol "XYZFF". The following table sets forth the price range for and trading volume of the Company Shares as reported by the TSXV for the 12‐month period prior to the date of this Circular.

	TSXV
	High (C\$)	Low (C\$)	Volume
2022
May	1.26	0.9	1,008,091
June	1.13	0.78	787,358
July	0.95	0.44	2,246,999
August	0.53	0.415	1,520,409
September	0.57	0.46	698,597
October	0.57	0.485	1,381,593
November	0.55	0.45	780,690
December	0.57	0.38	1,361,489
2023

	TSXV
	High (C\$)	Low (C\$)	Volume
January	0.45	0.355	516,691
February	0.48	0.37	662,379
March	0.42	0.335	1,516,654
April	0.48	0.38	1,095,712
May 1 to May 11	0.45	0.39	278,034

On March 3, 2023, the last trading day on which the Company Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Company Shares on the TSXV was \$0.35. On May 16, 2023, the last trading day on which the Company Shares traded prior to the date of the Circular, the closing price of the Company Shares on the TSXV was \$0.40.

Dividend Policy

The Company has not paid dividends on Company Shares since its incorporation. Any decision to pay dividends on Company Shares in the future will be made by the Company Board on the basis of the earnings, financial requirements and other conditions existing at such time.

Auditors, Registrar and Transfer Agent

The auditors of the Company are Manning Elliot LLP, Chartered Accountants, at Suite 1700 ‐ 1030 West Georgia St. #1700, Vancouver, British Columbia V6E 2Y3. Manning Elliot LLP was appointed as the auditor of the Company on October 16, 2018.

The Company's registrar and transfer agent is Computershare Investor Services Inc. at its office at 510 Burrard St., 3rd Floor, Vancouver, British Columbia V6C 3B9.

Additional Information

The information contained in this Circular is given as of May 17, 2023 except as otherwise indicated. Financial information relating to the Company is provided in the Company Annual Financial Statements and the Company Annual MD&A.

Copies of the Company Annual Financial Statements and Company Annual MD&A may be obtained from the Company's website at www.anacortesmining.com or by mail upon request from Horng Dih Lee, Chief Financial Officer and Corporate Secretary, at:

Suite 1090 – 510 Burrard Street Vancouver, British Columbia Canada V6C 3B9

Interested persons may also access disclosure documents and any reports, statements or other information that the Company files with the Canadian Securities Regulators, which are available on the Company's profile on SEDAR at www.sedar.com.

APPENDIX G

INFORMATION CONCERNING STEPPE GOLD LTD.

The following information provided by the Purchaser is presented on a pre‐Arrangement basis (except where otherwise indicated) and reflects the current business, financial and share capital position of the Purchaser. This information should be read in conjunction with the documents incorporated by reference into this Appendix G and the information concerning the Purchaser appearing elsewhere in this Circular. See Appendix H of this Circular for business, financial and share capital information related to the Purchaser after giving effect to the Arrangement. Capitalized terms used but not otherwise defined in this Appendix G shall have the meaning ascribed to them in this Circular.

Forward‐Looking Statements

Certain statements contained in this Appendix G and in the documents incorporated by reference herein, contain "forward‐looking information" within the meaning of applicable Canadian securities legislation ("forward‐looking information"). Forward‐looking information includes, but is not limited to, information with respect to: the Purchaser's future prospects and outlook; the Purchaser's planned exploration and development activities and success of ongoing and future exploration and development activities; capital expenditures and proposed work programs at the ATO Gold Mine; the mineral resource estimate at the ATO Gold Mine; the Purchaser's results of operations, performance and business developments; contingent payments that the Purchaser may be required to make in the future; the Arrangement and the ownership of the Purchaser following completion of the Arrangement; compliance with environmental protection requirements and the implementation of policies and other measures to ensure compliance with social and environmental mandates; the future price of gold; government regulation of mining operations and environmental risks. Forward‐looking information is characterized by words such as "plan", "expect", "budget", "target", "schedule", "estimate", "forecast", "project", "intend", "believe", "anticipate" and other similar words or statements that certain events or conditions "may", "could", "would", "might", or "will" occur or be achieved. Forward‐looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance or achievements of the Purchaser to be materially different from any future results, performance or achievements expressed or implied by the forward‐looking information. Such factors include: the fluctuation of metal prices; regulatory factors and international trade restrictions; mineral tenure risks; risks related to acquisitions and integration; exploration, development and operating risks; permitting risks; risks related to the economics of developing mineral properties and the development of new mines; health, safety and environmental risks and hazards; potential impacts of infectious diseases, including but not limited to COVID‐ 19; foreign operations and political risks; risks related to significant shareholders; risks related to the market price of the Purchaser Shares; risks related to the Purchaser's operations in Mongolia; risks related to community relations; risks related to non‐governmental organizations; insurance and uninsured risks; competition risks; risks associated with tax matters; risks related to foreign mining tax regimes; risks relating to potential litigation; nature and climatic conditions; information technology risks; risks relating to the dependence of the Purchaser on outside parties and key management personnel; conflicts of interest; risks related to disclosure and internal controls; risks related to global financial conditions as well as those risk factors discussed or referred to herein and in the documents incorporated by reference herein, including the Purchaser AIF and the Purchaser Annual MD&A (each, as defined below), available under the Purchaser's profile on SEDAR at www.sedar.com.

Although the Purchaser has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward‐looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Purchaser undertakes no obligation to update forward‐looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward‐looking information. The forward‐looking information contained herein is presented for the purpose of assisting investors in understanding the Purchaser's expected financial and operational performance and results as at and for the periods ended on the dates presented in the Purchaser's plans and objectives and may not be appropriate for other purposes.

Documents Incorporated by Reference

Information regarding the Purchaser has been incorporated by reference in this Circular from documents filed by the Purchaser with the Canadian Securities Regulators. Copies of the documents incorporated herein by reference regarding the Purchaser may be obtained on request without charge from the CFO of the Purchaser at 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6, by email: [email protected], and electronically under the Purchaser's issuer profile on SEDAR at www.sedar.com. The filings of the Purchaser through SEDAR are not incorporated by reference in this Circular except as specifically set out herein.

The following documents, filed by the Purchaser with the Canadian Securities Regulators, are specifically incorporated by reference into, and form a part of, this Circular:

1. the Purchaser's annual information form (other than the disclosure contained under the headings "Description of the Altan Tsagaan Ovoo Project" and "Interests of Experts" which is superseded by the disclosure contained in this Appendix G) (the "Purchaser AIF");
1. the audited consolidated financial statements of the Purchaser as at, and for the years ended, December 31, 2022 and December 31, 2021 including the notes thereto and the auditor's report thereon (the "Purchaser Annual Financial Statements");
1. the Purchaser's annual management's discussion and analysis for the year ended December 31, 2022 (the "Purchaser Annual MD&A");
1. the unaudited condensed interim consolidated financial statements of the Purchaser as at, and for the nine months ended September 30, 2022 and 2021, including the notes thereto (the "Steppe Q3 Interim Financial Statements");
1. the management's discussion and analysis of financial condition and results of operations of the Purchaser for the nine months ended September 30, 2022 and 2021 (the "Steppe Q3 Interim MD&A"); and
1. the management information circular of the Purchaser dated May 9 2022, prepared in connection with the annual meeting of shareholders of the Purchaser held on June 30, 2022.

Any documents of the type described in Section 11.1 of Form 44‐101F1 — Short Form Prospectus filed by the Purchaser with any Canadian Securities Regulators after the date of this Circular and prior to the Effective Date, disclosing additional or updated information, including the documents incorporated by reference herein, filed pursuant to the requirements or applicable securities legislation in Canada, will be deemed to be incorporated by reference in the Circular.

Any statement contained in this Appendix G or in any document incorporated or deemed to be incorporated by reference in this Appendix G will be deemed to be modified or superseded for the purposes of this Appendix G to the extent that a statement contained in this Appendix G or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference in this Appendix G modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Appendix G. Information contained in or otherwise accessed through the Purchaser's website (www.steppegold.com), or any other website, does not form part of this Circular. All such references to the Purchaser's website are inactive textual references only.

Overview

The Purchaser was originally incorporated under the OBCA on October 5, 2016. The head office of the Purchaser is located at Shangri‐La office Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia and the registered office of the Purchaser is located at 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6.

The Purchaser has four subsidiaries: Steppe Gold, a limited liability company incorporated under the Company Law of Mongolia on August 25, 2016, Steppe BVI, a company incorporated under the Business Companies Act, 2004 of the British Virgin Islands on June 19, 2017, Steppe West, a limited liability company incorporated under the Company Law of Mongolia on May 2, 2017 and Corundum, a limited liability company incorporated under the Company Law of Mongolia on November 3, 2016. Steppe West was formed by Bataa Tumur‐Ochir, an officer and director of the Purchaser, for the benefit of the Purchaser. The Purchaser became the sole shareholder of Steppe West on September 29, 2017.

The Purchaser is a precious metals exploration, development and production company operating in Mongolia. Purchaser Shares are traded on the TSX under the symbol STGO. The Purchaser has two principal assets – an operating open pit mine, the ATO Project , located in the Dornod Province of Eastern Mongolia, and the UK Project, located in the Bayankhongor Province.

For a further description of the business of the Purchaser, see the sections entitled "Corporate Structure", "General Developments of the Business" and "Business of the Company" in the Purchaser AIF. For further information regarding the Purchaser, refer to its filings with the Canadian Securities Regulators which may be obtained under the Purchaser's issuer profile on SEDAR at www.sedar.com.

For additional information relating to the Purchaser following completion of the Arrangement and the risk factors relating to the Arrangement, see Appendix H "Information Concerning the Combined Company Following Completion of the Arrangement" attached to this Circular and "Part I – The Arrangement – Risk Factors Related to the Operations of the Combined Company".

Recent Developments

On March 13, 2023, the Purchaser filed the Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources and Reserves Technical Report (NI 43‐101 ) (the "ATO Technical Report") for the ATO Project. The ATO Technical Report was prepared in compliance with NI 43‐101 and was effective as of November 6, 2022. For further details on the ATO Project, see Appendix G "Information Concerning Steppe Gold Ltd. – The ATO Project".

On April 6, 2023, the Purchaser announced a proposed non‐brokered private placement of approximately \$9,000,000 through the sale of Purchaser Shares at a price of \$1.10 per Purchaser Share (the "Private Placement"). On April 18, 2023, the Purchaser announced the extension of the Binding LOI from April 17, 2023 to May 5, 2023.

On May 11, 2023, the Purchaser announced the upsizing and closing of the Private Placement.

The ATO Project

The below summary is a direct extract and reproduction of the summary contained in the ATO Technical Report, without material modification or revision and all defined terms used in the summary shall have the meanings ascribed to them in the ATO Technical Report. The below summary is subject to all the assumptions, qualifications and procedures set out in the ATO Technical Report. The ATO Technical Report was prepared in accordance with NI 43‐101. For full technical details of the report, reference should be made to the complete text of the ATO Technical Report, which has been filed with the applicable regulatory authorities and is available under the Company's SEDAR profile at www.sedar.com. The ATO Technical Report is incorporated by reference in this Circular and the summary set forth below is qualified in its entirety with reference to the full text of the ATO Technical Report. The authors of the ATO Technical Report have reviewed and approved the scientific and technical disclosure contained in this Appendix G related to the ATO Project. See "Interests of Experts" below.

Summary

The ATO Technical Report summarizes the 2022 Mineral Resource and Reserve estimates of gold and related base and precious metals in four in‐situ deposits forming the Purchaser's ATO Project in eastern Mongolia. The Resources (estimated by GeoRes) and Reserves (determined by Xenith) are an update to the previous March 2021 Mineral Resource estimate by GeoRes (3/2021 NI 43‐101 report¹ ) and a November 2021 feasibility study by DRA Global Limited (DRA) disclosed in a November 2021 NI 43‐101 report (11/2021 NI 43‐101)² . The reserves are based on an updated LOM Plan as outlined in this report.

The QP for the geological aspects of the Report is Robin Rankin (GeoRes) and the QP for the mining aspects of the Report is Grant Walker (Xenith).

Introduction

The ATO Project is 100% owned by Steppe Gold, an international mineral resource company headquartered in Toronto, with exploration, development and production properties located in Mongolia. Steppe Gold is listed on the Toronto Stock Exchange under the symbol STGO.

The ATO Project commenced mining in 2020, initially concentrating on the near surface Oxide rock ores (Phase 1 Development). Following the successful completion of ATO Phase 1 development (including the development of the Leach Pad and on‐going crusher upgrades), Steppe Gold completed studies for the ATO Phase 2 Expansion Project (Phase 2). The Phase 2 Expansion Feasibility Study was prepared by DRA and is the subject of the 11/2021 NI 43‐101 ATO ATO Technical Report. The proposed expansion will increase gold production and produce saleable concentrates of lead, zinc, and pyrite from the development of underlying fresh rock ores and the construction of a new and larger conventional processing facility.

Since the 11/2021 NI 43 101 ATO Technical Report Steppe Gold commissioned GeoRes to remodel the transition/ fresh interface based on face samples and additional drill hole information. It is noted the underlying geological model has not been updated from the 3/2021 reported Resources. In addition Xenith was commissioned by Steppe Gold to revise the Life of Mine Plan and Reserves based on the new Resources and updated revenue assumptions. This Report is an update to the 11/2021 NI 43 101 based on the new Resources and Reserves.

Sources of Information & Reliance on Others

Considerable information used to support this Report was derived from the previously reported 2021 NI 43‐101s and from reports and documents listed in the references section of this Report. Note that large parts of geological Sections 4 to 14 and 17 to 19 have been repeated from the 3/2121 NI 43‐101 in the relevant Sections in this Report for completeness. Both QP's have reviewed the relevant sections of 3/2021 NI 43‐101 and believe the information repeated is correct. All ATO Project data used was supplied by Steppe Gold.

1 Amended NI 43‐101 Technical Report. Rankin, R.A., 30 March 2021. Altan Tsagaan Ovoo Project (ATO) – 2021 Mineral Resources Technical Report (Amended NI 43‐101). Report for Steppe Gold Limited by GeoRes. Referenced here as the '3/2021 Resources Report'

² NI 43‐101 Technical Report – Feasibility Study for the Altan Tsagaan Ovoo (ATO) Phase 2 Expansion Project Mongolia. Report for Steppe Gold LLC by DRA Global, November 29 2021, Referenced here as the '2021 NI 43‐101' or '2021 Report'.

Property Inspection

The principal Authors of this report have both visited the site. Robin Rankin of GeoRes visited the Property in April/May 2022 while Grant Walker of Xenith visited the site from the 3rd to the 7th of October, 2022.

Property Description and Location

Steppe Gold's ATO Property is in Eastern Mongolia. In mining terms, the Property is defined by Mining License MV‐017111. Surface area of the Mining Licence MV‐017111 is 5,492.63 ha or ~55 km2 (1 ha = 10,000 m2 ). The immediate ATO Project area of the four deposits is ~2 km2 , with dimensions ~1.4 km east/west * ~1.2 km north/south. Regionally ATO is ~660 km east of Mongolia's capital Ulaanbaatar, ~120 km west‐north‐west of provincial capital Choibalsan, and ~38 km west of the closest town Tsagaan Ovoo Soum (which it is reached from by dirt roads). The coordinate datum used is WGS84, Zone 49 (108°E to 114°E in northern hemisphere) in the UTM system.

Geography

The license area is located in the low mountain zone at the north‐east end of the Khentii Mountain Range and at the south‐west part of the Dornod high steppe. The topography of the project area generally consists of small rounded, separate mountain complexes with small hillocks in a steppe. Average elevation is 980 – 1,050 m above sea level. The area is effectively grass‐covered. The land surrounding the Property is predominantly used for nomadic herding of goats, cows, horses and sheep by small family units.

Climate of the region is characterized by extreme cold and hot weather. Wide daily, monthly, and yearly fluctuations of temperature are common. Winter is harsh and very cold. Stable snow cover persists from November to March. Freezing of soil starts from mid‐September and continues till late May, with the freezing depth reaching 2.5 m. Summer is shorter than other seasons, dry and chilly. The hottest temperature is up to +40° C in summer. 60‐80% of the annual precipitation falls as rain during July and August. Number of days with precipitation is 59 days per year. The ATO Mine will operate all year around.

History

Modern exploration in the region commenced in 1997 when CogeGobi (a wholly owned subsidiary of the French multinational company AREVA) began their exploration efforts in eastern Mongolia looking for gold and uranium. After a six year reconnaissance effort, CogeGobi settled on a selected exploration region in 2003 and then obtained eight exploration licenses in eastern and south‐eastern Mongolia. CogeGobi then embarked upon a four‐year concerted exploration effort. Two of the licenses (3,425.5 km2 in all) were in the general area of ATO. Grab sampling of vein quartz lead to a stream sediment sampling program and gold anomalies were identified from two of the hills above the current deposits. CogeGobi withdrew due to falling uranium prices.

In 2010, CGM acquired the Exploration License and in 2012 acquired a Mining Licence. CGM quickly appreciated the potential for gold and commenced a significant exploration program leading to drilling ~600 holes. These discovered the three pipe‐shaped deposits 1, 2 and 4. Steppe Gold acquired the Property in 2017 and since then have more than doubled the quantity of drilling.

In 2016, CGM published an AIF with Measured and Indicated Mineral Resource of 18.6 Mt @ 1.3 g/t gold. Inferred Resources of 0.4 Mt @ 0.6 g/t gold were also reported. Reporting details were sketchy.

In 2017, Steppe Gold published Measured and Indicated Mineral Resources of 17.6 Mt @ 1.4 g/t gold, along with Inferred Resources of 1.3 Mt @ 1.0 g/t gold. These latter Resources were in the 2017 NI 43‐ 101. In 2017, Steppe Gold also published Proven and Probable Mineral Reserves of 5.2 Mt @ 1.3 g/t gold. The Reserves were reported from three pits designed within the upper oxide parts of the Pipe 1, 2 and 4 deposits.

Mining commenced at the ATO Project in 2020. Following the successful completion of ATO Phase 1 development (including the development of the Leach Pad and on‐going crusher upgrades), Steppe Gold completed studies for the ATO Phase 2 Expansion Project (Phase 2). The Phase 2 Expansion Feasibility Study was prepared by DRA and is the subject of the 11/2021 NI 43 101 ATO ATO Technical Report. The proposed expansion will increase gold production and produce saleable concentrates of lead, zinc, and pyrite from the development of underlying fresh rock ores and the construction of a new and larger conventional processing facility.

Geology Setting and Mineralisation

Geology

The ATO Project sits regionally within the Devonian through Late Jurassic Mongol‐Okhotsk tectonic collage that has been emplaced along a transform‐continental margin of the North Asian Craton (NAC). A number of Late Jurassic‐early Cretaceous broad, gold‐bearing mineral belts have been recognized in eastern Mongolia. The ATO Project is located north of the Main Mongolian Lineament (MML), and midway along the NNE trending 600km long Onon base and precious‐metal province that crosses eastern Mongolia. Though the ATO Project presently represents the only well‐explored gold deposit in this part of Mongolia, a large number of minor gold occurrences have been recognized throughout the region.

The geology of the ATO Project region consists of metamorphosed Devonian sedimentary rock overlain by a volcanic and sedimentary sequence of Permian age and remnant scraps of probable Jurassic volcanoclastic units, intruded by Jurassic plutons ranging from diorite to granite in composition and including rhyolitic phases mainly as dykes.

Mineralization

The ATO deposit is an epithermal gold and polymetallic deposit of transitional sulphides in breccia pipes in a Mesozoic continental rift zone in eastern Mongolia. It could be characterised as an intermediate sulphidation system. Up to 2017, exploration focused on three gold, silver and base metal mineralized sub‐vertical pipes (Pipes 1, 2 and 4) spaced ~300 m apart on a WNW trend. Another pipe (Pipe 3) exists just west of the others but is not mineralised. Subsequently, a fourth pipe‐like body (Mungu) was found ~600 m to the north east of Pipes 1, 2 and 4). The pipes have been emplaced into stratified rocks. The three pipes are elliptical in shape with the long axis oriented toward the north east. Each have approximate surface dimensions of 300 * 150 m. The pipes taper to depth vertically. Mungu is a north east plunging system of tall lenticular lodes. Pipes 1 and 2 are near paleo surface, epithermal (hot spring) emplacements and the upper parts of mineralized breccia pipes. Pipe 4 is slightly buried without the surface mineralization.

Deposit Type

The ATO Project's mineral deposit type is that of multiple surface epithermal deposits with intermediate sulphidation (feeder) pipes below. This implies a specific shape where the top part (near or at current surface) would represent a wide thinnish roughly circular accumulation of mineralisation in country rock around an original surface ground‐water‐interacting hydro‐thermal or fumarole vent system. Below that would be a tall root‐shaped breccia pipe, flared at the top and narrowing downwards, through which the magmatic or meteoric fluids rose above a lower hot igneous body. The pipe would be vertically veined and/or brecciated.

Exploration

Several companies have explored the area with regional focus shifting to the specific ATO deposit area because of its prospectivity. Various surface based programs (mapping stream and soil Geochem, geophysics, grab sampling) lead into concerted drilling commencing in 2010 on soil Geochem gold anomalies, the strongest of which were over the pipes now host deposits. Trench was initially undertaken to confirm the anomalies. In all 244 trenches were excavated in ATO district (28,809 m) and surrounding areas including 168 trenches at the ATO prospect (2012 to 2014).

Drilling

Up until the previous 2017 Resource estimate, and since acquiring the ATO Project in 2007, CGM had completed, a total of approximately 63,866 m of exploration drilling in 597 holes (to the end of 2014). Of that, 54,425 m was core drilling in 370 holes and 9,441 m was reverse circulation (RC) drilling in 227 RC holes. That drilling has been spread over the ATO mining license as well in the exploration area to the south (Figure 10.1). Drilling efforts were focused on expanding the known mineralization at the pipes and exploration drilling in several potential southern target areas.

Steppe Gold commenced drilling in 2018 and to 2020 had added ~56,036 m in 170 diamond holes. That brought the grand total to 120,320 m in 767 drill holes. Of that diamond holes total 110,879 m in 540 holes. In the ATO Project area trenching (pseudo surface drill holes) account for 10,184 m in 167 trenches. It is not clear if these totals include holes and trenches outside the ATO Project area. Drilling during this period was focused on Pipes 1,2 and 4 and increasingly on Mungu (Figure 10.2).

Initial RC discovery drill holes were relatively short (~40 m), vertical, and drilled on a 100 * 100 m square pattern. The bulk of the diamond core (DDH) holes were located on drilling cross‐sections oriented at 125° and 30 m apart. This direction was perceived to be approximately across strike of the deposits. These holes were drilled dipping at 60° below vertical and oriented parallel to the cross‐sections on 125° azimuths, with a few also drilled the other way on the sections towards 315°. On section the collars were either 30 or 60 m apart (and typically wider at the edges of the deposits). These hole orientations and spacings are illustrated well in Figure 7.5 – Cross‐section through Pipes 1 and 2.

A limited number of diamond holes were also vertical, and a limited number were inclined holes and drilled at random azimuths. The "AT" diamond holes drilled at the Pipe 1, 2 and 4 deposits averaged ~190 m in length and the "MG" drilled at Mungu averaged ~240 m in length.

Since early 2021, a further 81 (71 holes @ ATO and 10 holes @ Mungu) diamond core holes have been drilled for 16,406 m (13,337m @ ATO & 3,069 m @ Mungu). This new data has not yet been databased or used to re‐estimate any new Resources.

Sample Preparation, Analysis and Security

Most samples were of drill core which was cut and split on site before being sent away for analysis (of gold, silver and associated base metals) in the capital Ulaanbaatar. Drill hole samples were taken continuously over their full length and at 1 to 2 m intervals through mineralized zones (mostly 1 m) and at 2 to 3 m intervals through unaltered host rocks. In general core recoveries were very good and averaged 97% for the deposits.

Bulk density was determined in 2010/11 from 226 samples from diamond core holes. Bulk densities by oxidation level were 2.46 t/m3 in oxide material, 2.59 t/m3 in transitional material and 2.64 t/m3 in fresh rock.

Opinion on Drilling and Sampling

The geological GeoRes QP's overall opinion of the drilling, sampling and subsequent assaying (albeit without the benefit of a site visit to observe it) was that it was well performed, comprehensive, consistent (and extensive) and very adequate from a point of view of allowing a straight‐forward interpretation of mineralisation at the deposits and of estimation of their Resources. The sample preparation, QA/QC, security and analysis procedures were considered positively.

Data Verification

CGM originally implemented a series of industry standard routine verifications to ensure the collection of reliable exploration data. Documented exploration procedures exist to guide most exploration tasks to ensure the consistency and reliability of exploration data. In accordance with NI 43‐101 guidelines, the Steppe in‐country QP visited the ATO deposit on August 23 and October 2, 2017. The site visits were conducted to ascertain the geological setting of the ATO Project gold‐lead‐zinc mineralization and to witness the extent of exploration work carried out on the property.

For the 2017 estimate, routine verifications were completed by the DRA QP to ensure the reliability of the drill hole and topography surface data, and analytical data provided by Steppe Gold. In the opinion of the DRA QP then the electronic drill holes data was reliable, appropriately documented and exhaustive. The analytical results were sufficiently reliable for the purpose of resource estimation.

For the March 2021 Resource estimate, the GeoRes QP's overall opinion* was that ATO's drilling data was completely adequate for Resource estimation.

These GeoRes opinions are qualified by the fact that up to the time of the early 2021 Resource estimation the GeoRes QP had not physically been able to sight any of the ATO Project's geology or drilling himself (due to the un‐avoidable inability to visit the site because of the Covid Pandemic). Since then the QP visited site in 2022 and observed drilling operations there – which largely confirmed his previous opinions.

Metallurgical Testing

The overall ATO Project consists of two (2) processing facilities: an existing heap leach operation (Phase 1), and a proposed concentrator plant (Phase 2). The oxide portion of the ATO Project (Phase 1) employs a conventional oxide heap leach flowsheet including crushing, heap leaching, and gold recovery facilities. Phase 1 has been operational since July 2020 and focuses on the production of gold and silver ore. A subsequent expansion to Phase 1 included new three‐stage crushing (which at the time of this report had begun commission testing).

Phase 2 will consist of milling, flotation, and dewatering unit operations to produce concentrates of lead (Pb), zinc (Zn), and pyrite (Py). A testwork program performed by the laboratory in 2021 provided the basis for the establishment of the Phase 2 flowsheet. The interpretation and analysis of the testwork results was carried out by DRA. This analysis was then used to determine the process design basis and flowsheet of the Project.

Xenith and Georesreviewed the design proposed in the 2021 NS 43‐101 report and consider it appropriate for the mineraology,

Historical Testwork (2010‐2018)

Several metallurgical testwork programs have been undertaken on samples selected from the ATO Project. These metallurgical tests for processing of ATO ore samples were conducted at the Central Laboratory of Xstrata Process Support (XPS) in Canada, ALS Metallurgy‐Ammtec laboratory in Australia, Boroo Au LLC processing plant in Mongolia and SGS Lakefield (SGS) in Canada.

Metallurgical test samples were selected from the drill core and bulk samples from ATO Deposit's oxidized zone in Pipes 1, 2, and 4. These tests for ore samples included a step‐by‐step leaching test carried out by the bottle roll test and granular ore test.

Various testing programs were completed, including:

Mineralogy and elemental analysis;

Comminution;
Column Leach;
Gravity recoverable gold (GRG);
Flotation; and
Leaching and Cyanidation.

Testwork (2021)

The 2021 metallurgical testwork program was completed by Base Metallurgical Laboratories (BML) in Kamloops, British Columbia, Canada. The samples for the metallurgical program were selected from the ATO Deposit. BML and DRA performed a comprehensive analysis of the ore types within the deposit and concluded that the samples tested were representative of the overall deposit. This testwork program focused on creating saleable lead, zinc, and pyrite concentrates.

Head Assays and Mineralogy Characterisation

Head assays and mineralogical analysis were carried out on subsamples of the master composite and variability samples. Head assays for Au ranged between 0.86 and 1.79 g/t. The head sample assays of the precious and base metals are shown in the table below:

	1. Element (Average)
	Pb (%)	Zn (%)	Fe (%)	S (%)	Ag (g/t)	Au (g/t)
ATO‐62	0.79	2.45	2.70	3.56	12	1.79
ATO‐71	0.97	1.87	2.49	3.75	14	1.64
ATO‐97	1.54	1.61	2.95	3.01	10	1.60
ATO‐137	0.75	1.30	1.77	2.82	7	1.71
ATO‐139	0.80	1.83	3.16	3.55	4	1.01
ATO‐149	1.05	2.51	3.73	4.06	5	0.86
ATO‐Master	1.05	1.99	2.80	3.47	9	1.45

Head Sample Assays

Grinding

As part of XPS's Phase 2 Program, the grindability characterisation study also included the J‐K drop‐ weight as well as the Bond ball mill grindability tests. The three samples were labelled as Master, Pipe 2, and Pipe 4 Composites.

Based on the resistance to impact breakage (A x b), resistance to abrasion breakage (ta) and its BWi value; of the three composite samples, the Master Comp was the hardest, whereas Pipe 2 Comp and Pipe 4 Comp are considered soft to moderately soft. The results are summarised in the table below:

Grindability Test Summary

Sample Name	Relative Density	JK Parameter	JK Parameter	BWI
		A x b	ta	(kWh/t)

Master Comp	2.75	50.9	0.39	15.5
Pipe 2 Comp	2.75	62.2	0.66	15.6
Pipe 4 Comp	2.67	95.3	0.56	14.6

Floatation

LCT testwork focused on testing the amenability of the ATO ore based on the flowsheet presented in Figure 1.1, where pyrite flotation was added to obtain separate Pb, Zn, and Py concentrates.

Figure 2 ‐ Updated ATO Phase 2 Flowsheet ‐ Pb‐Zn‐Py Concentrate Products

Base Metallurgical Laboratories, June 2021

The testwork confirmed high recoveries of Pb and Zn, and reasonable recoveries for Au and Ag.

Recovery Estimates

Lead (Pb) Recovery

After analysing the flotation results, a Pb recovery relationship could not be determined and therefore a fixed value of 82.5% was used. This was the average of all the lead recovery results from the Locked Cycle Tests (LCTs) conducted. This fixed value was estimated from the average between the master composite and variability samples. For the variability samples the average was calculated by using the masses of samples based on the master composite mass splits.

The fixed Pb, Au, and Ag recovery values are shown as follows:

Pb Recovery % = 82.5; fixed value
Pb Conc Rec % = 41.2; fixed value
Pb Conc Silver Rec % = 45.6; fixed value

Zinc (Zn) Recovery

A Zn recovery relationship was also unable to be determined and therefore a fixed value was used. This fixed value was estimated from the average between the master composite and variability samples. For the variability samples, the average was calculated by using the masses of samples based on the master composite mass splits.

The fixed Zn, Au, and Ag recovery values are shown as follows:

Zn Recovery % = 85.9; fixed value
Zn Conc Rec % = 14.1; fixed value
Zn Conc Silver Rec % = 18.2; fixed value

Pyrite (Py) Recovery

Regarding Au and Ag recoveries in the Py concentrate, average values between the variability and master composite samples were used. These are shown as follows:

Py Conc Gold rec % = 23.9; fixed value
Py Conc Silver Rec % = 8.8; fixed value

Metallurgical Variability

The metallurgical testwork completed to date is based on samples which adequately represent the variability of the ATO deposit; however, the selection of the samples was made prior the establishment of the latest mine plan.

Mineralogical analysis of the various composite and variability samples has shown that the ATO deposit is reasonably homogenous with respect to mineralogy. The exception is sample ATO‐97 which showed high contents of dolomite which appear to impact detrimentally on flotation performance.

Deleterious Elements

Pb, Zn, and Py concentrates will be subject to penalty conditions should significant grades of Zn, Pb, Hg, Sb, Bi, and As be present in high levels in the concentrates. Section 19 explores the impact of these elements which are present in the concentrates. The concentrates produced are shown to be very clean concentrates with no presence of detrimental elements leading to penalties.

Mineral Resources ‐ modelling, analysis, grade estimation and Resources

Introductory Statements

These 2022 reported Resources are based on Resource estimation independently undertaken in late 2020 and early 2021 by the GeoRes QP / CP under the CIM, JORC and NI 43‐101 Codes, Instruments and definitions. The 2022 Resources have been reported from the 2021 model using new classification of the oxidation levels (Oxide/Transitional/Fresh) and exclude mining in the interim. Resources were reported according to JORC, accepted as a foreign Code by NI 43‐101, and using equivalent definitions to The CIM.

Data

All data was supplied by Steppe. Data used was raw drill hole data, topography data, oxidation level data, data extracted from the 2017 Report (such as bulk density), and parameters supplied by Steppe (cut‐off grades). Updated topography and oxidation level data was supplied by Steppe in 2022.

Drill Hole Database

A Minex software drill hole database was loaded with raw collar, down‐hole survey and assay data. It was subsequently updated with interpreted data for assay population domains and oxidation surface intercepts.

Map Database

A Minex map database was loaded with raw topography 1 m interval contour data. It would subsequently store deposit outline interpretations and models.

Geological Interpretation and Modelling of Deposits

3D inspection of the drill holes indicated that "wire‐frame" modelling (joining cross‐section outlines together with wires) would best suite the massively (rather than thinly) shaped deposits. With the abundance of relatively close‐spaced drilling the deposit boundary outlines were interpreted around their gold (approximately >0.15 g/t), and to a lesser extent silver (approximately >1.0 g/t), whilst being also cognoscent of the lead, zinc and arsenic values, mineralisation on multiple parallel vertical cross‐sections oriented at 125°. All bodies had a general north‐east elongation (or strike), consequently the cross‐ sections were effectively across strike.

Deposit Pipes 1, 2 and 4 (now known as ATO1, 2 and 4) were wire‐frame modelled (by connecting the cross‐sectional outlines together to form solids) as single individual bodies; Mungu was modelled as a series of eight tightly packed, north‐easterly striking sub‐parallel and approximately en‐echalon tall semi‐ vertical bodies. Samples were domain segregated by Pipe and in Mungu's case by individual body.

Geological Interpretation and Modelling of Oxidation Levels

Interpretation of the oxidation levels at the deposits was done in early 2021 in all drill holes from the lithological logs. This was necessary as bulk density would be assigned for Resource reporting by oxidation level. From surface the hole interval was interpreted as oxidised (code OX), partly oxidised or transitional (code TR), and un‐oxidised or fresh (code FR). The interfaces to the intervals, representing the base of oxidation and the top of fresh rock, were modelled as DTM gridded surfaces with a 5 * 5 m grid mesh.

In July 2022, new data was supplied from site defining the base of the transitional material (top of the fresh rock). That base had previously been interpreted too deep. That base surface was re‐modelled and used in this 2022 Resource reporting. The new surface was ~15 m higher than before, resulting in the transitional layer being reduced in thickness to ~4.5 m. The lower 15 m of the old transitional material was re‐classified as fresh.

Topography Surface Model

Topography was modelled as a gridded DTM surface from the contour strings. 2021 reporting used a 2020 surface pre‐mining. This 2022 reporting used a new July 2022 surface incorporating mining in Pits 1 and 4 to that date.

Grade Statistics

Sample grades were briefly analysed statistically to determine data limits and block grade estimation parameters. The presence of few anomalous gold grades (<1%, unusually low for gold) prompted abandoning the use of grade cutting for the estimations. However the 1% limits derived from the simple statistics (at 10‐20 g/t gold) were used to produce good variograms in the following brief geostatistical analysis. Those variograms mostly produced ranges >25 m (which agreed with results from the 2017 study where gold ranges were ~20‐60 m). That distance continuity was of the same order of magnitude or longer than the typical 30 * 30 m drill hole spacing. It also implied that the grade continuity distances were approaching the same dimensions (50‐100 m) observed of the well mineralised parts of the interpreted deposits. In terms of continuity directions the Author QP chose to use the clear mineralisation directions evident during the deposit cross‐sectional interpretation. At Pipe 1 this was a steep 80°W dip. At Pipes 2 and 4 it was an intermediate 45°W dip. And at Mungu it was a vertical dip with the lodes striking 033°.

Resource Block Models

A block model was built for the Pipe 1,2 and 4 deposits (domains 1, 2 and 4 respectively) and another for the Mungu deposit (domains 5 to 11 and 15). Block models were built un‐rotated within the wire‐frames – deposits Pipe 1 2, and 4 with equi‐dimensional 5*5*5 m blocks; Mungu with tall thin east‐west 2*5*5 m blocks better representing the tall thin lodes.Block Grade Estimation

Block grades were estimated individually for gold (Au), silver (Ag), copper (Cu), lead (Pb) and zinc (Zn) using an Inverse Distance squared algorithm (ID2). Drill hole sample intervals were down‐hole composited by domain to 2.0 m for Pipes 1,2 and 4 and to 1.0 m for Mungu. No grade clipping or cutting was necessary. A maximum sample scan distance of 75 m was used (although in practice this wasn't needed due to the tight wire‐frame model constraints and the close drill spacing).

For Pipe 1 axes were rotated 10° to give an 80°W dip and weighted to give down dip preference. For Pipes 2 and 4 axes were rotated 45° to give an 45°W dip and also weighted to give down dip preference. For Mungu axes were rotated 33° to give a 033° strike and weighted to give vertical preference.

A "gold equivalent" (AuEq) block value was computed from the individual elements by factoring them by their international metal prices averaged over the month to mid‐January 2021.

Resource Classification

Although the QP considered that proportions of Measured and Indicated Resources reported in 2017 were relatively too high he nevertheless considered that the bulk of estimated material in the 2021 estimate should be classified Measured or Indicated.

JORC classification was done here by block and was based on average sample distances (D) and numbers of sample points (P, minimum 1, maximum 18) in estimating each gold block grade. A Resource class was calculated for each block based on criteria combining these variables. The combinations were determined from a combination of statistics and observation of their distributions (the latter with the objective of ensuring contiguous class zones and avoiding spotting). Measured class criteria for all deposits was D ≤ 27.5 m and P 12; Inferred criteria was D ≤ 35.0 m and P ≥ 6; and Inferred was D > 35.0 m and P >1. All blocks were classified. This created Measured zones typically in the centre of deposits and in areas with highest drill hole densities. Indicated zones were in areas of sparser drilling and Inferred zones were generally restricted to the edges of deposits.

Mineral Resources

Combined Measured and Indicated JORC classified in‐situ Mineral Resources (directly equivalent to CIM categorisation) were reported in July 2022 for all four deposits, using fixed densities and lower AuEq grade cut‐offs. These Resources utilised the new 2022 oxidation level models which increased slightly the proportion of fresh rock over the 2021 Resources. These Resources also utilised a new July 2022 upper topographic surface incorporating mining to that point in Pits 1 and 4. Total Measured and Indicated in‐ situ Resources were reported at 38.0 Mt at an average AuEq grade of 1.68 g/t (for 2.1 M oz metal). In the following tabulations deposits ATO1, 2 and 4 represent Pipes 1, 2 and 4.

Further and separate Inferred JORC class in‐situ Resources were reported at 5.4 Mt at an average AuEq grade of 1.16 g/t (for 0.2 M oz metal).

The Resource break‐down into separate classes was:

ATO Resource at 27/07/2022

	Cut‐off	Tonnes	Grades				Metal
	AuEq (g/t)	(Mt)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)	AuEq (g/t)	Au (k oz)	Ag (k oz)	AuEq (k oz)
Measured	0.38	21.6	1.17	16.38	0.40	0.71	1.85	811	11,370	1,287
Indicated	0.38	16.4	0.84	14.52	0.34	0.63	1.45	444	7,672	765
Meas+Ind	0.38	38.0	1.03	15.58	0.37	0.68	1.68	1,255	19,042	2,052
Inferred	0.40	5.4	0.62	15.39	0.25	0.52	1.16	108	2,655	200
Total		43.4	0.98	15.62	0.37	0.68	1.68	1,363	21,787	2,343

The break‐down by deposit was:

ATO Resource at 27/07/2022 by Deposit

	Deposit	Tonnes	Grades					Metal
		(Mt)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)	AuEq (g/t)	Au (k oz)	Ag (k oz)	AuEq (k oz)
Measured	ATO1	7.9	1.07	5.86	0.70	1.28	1.97	272	1,493	502
	ATO2	1.7	0.43	3.85	0.50	0.77	1.01	24	212	55
	ATO4	7.0	1.35	12.11	0.30	0.53	1.86	304	2,743	422
	Mungu	4.9	1.33	43.92	0.01	0.03	1.96	209	6,922	308
	TOTAL	21.6	1.17	16.38	0.40	0.71	1.85	811	11,370	1,287
Indicated	ATO1	4.7	0.75	5.03	0.64	1.24	1.60	113	762	243
	ATO2	1.5	0.45	4.06	0.48	0.77	1.02	22	196	49
	ATO4	7.7	0.96	15.10	0.23	0.43	1.44	235	3,721	356
	Mungu	2.5	0.90	36.53	0.01	0.03	1.43	74	2,993	117

G‐14
------	--

	Deposit	Tonnes	Grades					Metal
	TOTAL	16.4	0.84	14.52	0.34	0.63	1.45	444	7,672	765
Meas + Ind	ATO1	12.6	0.95	5.55	0.68	1.27	1.83	385	2,256	745
	ATO2	3.2	0.44	3.95	0.49	0.77	1.01	45	408	105
	ATO4	14.7	1.14	13.67	0.26	0.48	1.64	540	6,463	777
	Mungu	7.5	1.18	41.39	0.01	0.03	1.77	283	9,915	425
	TOTAL	38.0	1.03	15.58	0.37	0.68	1.68	1,255	19,042	2,052
Inferred	ATO1	1.1	0.51	4.28	0.56	1.27	1.34	17	147	46
	ATO2	0.5	0.28	5.76	0.71	1.36	1.23	4	86	18
	ATO4	2.1	0.59	15.12	0.19	0.35	1.03	41	1,043	71
	Mungu	1.7	0.83	25.40	0.01	0.02	1.20	45	1,379	65
	TOTAL	5.4	0.62	15.39	0.25	0.52	1.16	108	2,655	200

The break‐down by oxidation level (giving the AuEq lower grade cut‐offs and densities used in all Resource reporting) was:

ATO Resource at 27/07/2022 by Oxidation Level

Oxidation Level	Cut‐off	SG	Tonnes	Grades				Metal
	AuEq	(t/m3 )	(Mt)	Au	Ag	Pb	Zn	AuEq	Au	Ag	AuEq
	(g/t)			(g/t)	(g/t)	(%)	(%)	(g/t)	(k oz)	(k oz)	(k oz)
MEASURED + IND + INF
Oxide	0.15	2.46	3.9	0.49	7.57	0.31	0.26	0.84	62	951	106
Transition	0.40	2.59	1.3	1.30	9.52	0.59	0.78	2.01	55	404	85
Fresh	0.40	2.64	38.2	1.02	16.65	0.37	0.72	1.75	1,246	20,432	2,152

Oxidation Level	Cut‐off	SG	Tonnes	Grades			Metal
MEAS+IND+INF			43.4	0.98	15.62	0.37	0.68	1.68	1,363	21,787	2,343

Reconciliation

Reconciliation was done of the immediately previous 2/2021 Resources by the QP against the 2017 Resources reported by DRA. It could only be done for the three deposits also reported in the 2017 estimate (Pipes 1, 2 and 4). No data existed to reconcile the Mungu deposit against. Reconciliation (Table 14.14) was approximated to account for differences in estimate reporting parameters between 2017 and 2021, particularly the different cut‐off grades used.

This 2021 Resource contained 25% more tonnes (34.0 Mt vs 27.2 Mt) at a 3% lower Au grade (1.01 g/t vs 1.04 g/t) and a 16% higher Ag grade (9.65 g/t vs 8.32 g/t). These combined to give the 2021 Resource 22% more contained Au metal (1.11 M oz vs 0.91 M oz) and 45% more contained Ag metal (10.56 M oz vs 7.27 M oz).

The GeoRes QP considers that the comparable 2017 and 2021 Resources can be well reconciled. Whilst the tonnage differences are notable they are considered to be almost wholly due to the different deposit modelling approaches of the two estimates. And further drilling at the deposit since 2017 was also thought to have increased its volume.

Potential Impacts on Resources

The GeoRes QP was not aware of any other factors (excluding those specifically mentioned below), including environmental, title, economic, market or political, which could generally or in‐particularly influence the Resources reported here for the ATO Project. Factors that could alter the Resources (but in all cases relatively insignificantly in the QP's view) were changes in grade cut‐off; bulk density; gold equivalent (through variations in world metals prices); geological model; JORC classification; and mining method with depth (possibly a factor at the deeper Mungu where underground mining would be considered and which would have a considerably higher grade cut‐off).

Mineral Reserve Estimate

The mineral reserves estimate with an effective date of August 30, 2022 for the Project is based on the parameters and steps outlined within this report as well as the resource estimate. The mineral reserves for the ATO gold deposit contains combined proven and probable mineral reserves totaling 29.1 million tonnes ("Mt") at 1.13 g/t gold and 12.43 g/t silver, containing 1.1 million ounces of gold and 11.7 million ounces of silver. The reserves have been classified as approximately 59% proven and 41% probable on a tonnage basis. The mineral reserve within the 2022 reserve pit shell was based on a AuEq cut‐off grade of 0.43 g/t AuEq for Fresh material and 0.40 g/t AuEq for Oxide material and revenue of \$1,700 per ounce gold, \$20 per ounce of silver, zinc price of \$2,500/t and lead price of \$1,970/t. as the price assumptions. To access the ore, a total of 104 Mt of waste rock will need to be extracted at an average stripping ratio of 3.6.

Mineral Reserves (as of August 2022)

		Ore	Grade						Attributable Metal
		kt	Au	Ag	Pb	Zn	AuEq	Au	Ag	AuEq
			(g/t)	(g/t)	(%)	(%)	(g/t)	(k oz)	(k oz)	(k oz)
ATO
Proven
	Oxide	934	1.14	0.70	5.57	0.46	0.34	21	168	34
	Transition	361	1.57	0.72	10.32	0.41	0.70	8	120	18
	Fresh	13,535	2.10	1.37	8.59	0.49	0.88	597	3,749	917
	Total	14,830	2.03	1.31	8.44	0.48	0.84	627	4,036	970
Probable
	Oxide	850	0.92	0.55	5.91	0.35	0.25	15	162	25
	Transition	372	1.47	0.70	11.35	0.27	0.48	8	136	18
	Fresh	9,922	1.69	1.09	11.26	0.36	0.68	350	3,603	541
	Total	11,145	1.62	1.04	10.86	0.36	0.64	373	3,901	584
Proven & Probable
	Oxide	1,785	1.04	0.63	5.73	0.41	0.30	36	330	60
	Transition	733	1.52	0.71	10.84	0.34	0.59	17	256	36
	Fresh	23,457	1.93	1.25	9.72	0.43	0.79	947	7,352	1,458
	Total	25,975	1.85	1.19	9.48	0.43	0.75	1,000	7,938	1,554

Mungu

		Ore	Grade					Attributable Metal
Proved
	Oxide	224	1.13	0.71	25.92	0.38	0.42	5	187	8
	Transition	‐	‐	‐	‐	‐	‐	‐	‐	‐
	Fresh	2,193	1.27	0.64	39.67	0.08	0.09	45	2,805	90
	Total	2,417	1.26	0.65	38.39	0.11	0.12	51	2,993	98
Probable
	Oxide	54	0.92	0.61	19.23	1.59	1.75	1	34	2
	Transition	‐	‐	‐	‐	‐	‐	‐	‐	‐
	Fresh	684	1.02	0.51	32.33	0.25	0.28	11	713	22
	Total	738	1.01	0.52	31.37	0.35	0.39	12	747	24
Proven & Probable
	Oxide	278	1.09	0.69	24.62	0.62	0.68	6	221	10
	Transition	‐	‐	‐	‐	‐	‐	‐	‐	‐
	Fresh	2,877	1.21	0.61	37.93	0.12	0.13	57	3,518	113
	Total	3,156	1.20	0.62	36.75	0.16	0.18	63	3,739	122

	Combine ATO & Mungu
Proven
	Oxide	1,159	1.14	0.70	9.50	0.44	0.36	26	355	43
	Transition	361	1.57	0.72	10.32	0.41	0.70	8	120	18
	Fresh	15,728	1.99	1.27	12.92	0.43	0.77	643	6,554	1,007

		Ore	Grade					Attributable Metal
	Total	17,247	1.92	1.22	12.64	0.43	0.74	677	7,029	1,068
Probable
	Oxide	905	0.92	0.56	6.71	0.43	0.34	16	196	27
	Transition	372	1.47	0.70	11.35	0.27	0.48	8	136	18
	Fresh	10,606	1.65	1.06	12.62	0.35	0.65	361	4,316	563
	Total	11,883	1.59	1.01	12.13	0.36	0.62	385	4,648	608
Proven & Probable
	Oxide	2,063	1.04	0.64	8.28	0.44	0.35	42	551	69
	Transition	733	1.52	0.71	10.84	0.34	0.59	17	256	36
	Fresh	26,334	1.85	1.18	12.80	0.40	0.72	1,004	10,870	1,571
	Total	29,130	1.78	1.13	12.43	0.40	0.69	1,063	11,677	1,676

Notes

1. Mineral Reserves estimate was based on Measured and Indicated Resource Estimate by R. Rankin, QP and effective August 27 2022.
1. ATO and Mungu Mineral Reserves are effective as of August 27, 2022.
1. Mineral Reserves are included in Mineral Resources.
1. Mineral Reserves are reported in accordance with JORC and CIM and NI 43‐101 guidelines.
1. Ore dilution is estimated at 3% and ore loss is 2%.
1. Contained metal estimates have not been adjusted for metallurgical recoveries.
1. The open pit mineral reserves are estimated using a cut‐off grade of 0.40 g/t AuEq for oxide material and 0.43 g/t AuEq for transition and fresh material.
1. Mineral Reserves are contained within an optimised pit shell based on a gold price of \$1,700 per ounce.
1. A conversion factor of 31.103477 grams per troy ounce and a conversion factor of 453.59237 grams per pound are used in the resource and reserves estimates.
1. AuEq has been calculated using the following metal prices: \$1,700/oz gold, \$20/oz silver, \$1,970/t lead, \$2,500/t zinc.
1. Totals may not match due to rounding.
1. The Mineral Reserves are stated as dry tonnes processed at the crusher.

Mining Method

The ATO Project mineral reserves were estimated for the ATO and Mungu Pits based on the economic and pit design parameters detailed in Section 15. The total tonnage to be mined from these pits is estimated at 173.1 million tonnes, ore and waste combined. The material will be mined over a period of approximately 14 years.

The mining method selected for the ATO Project is a conventional open pit operation with rigid body mining trucks, hydraulic excavators, and wheel loaders. The ATO Project consists of two separated mining areas, namely ATO and Mungu. Contractors are used to mine both the waste and ore .

A mine plan was prepared to estimate a probable production schedule for the ATO Project and assess the mine equipment fleet requirements, as well as the mine capital and operating costs for the ATO Project's financial model. The mine plan was based on a production rate of 1.2 Mtpa of oxide ore at the existing leach pad and 2.20 Mtpa of transition and fresh ores at the new mill.

Waste material mined from each of the Project pits will be stored in two waste stockpiles. The ATO stockpile is located West of the ATO Pit, and the Mungu stockpile is located West of the Mungu Pit.

The total material movement is presented in Figure 1.2 and the mine production schedule is presented in Table 1.7.

Processing

In general, the overall Project comprises two distinct phases:

Phase 1 – Heap Leach (Oxide Ore) ‐ Completed and In Operation

The oxide portion of the ATO Project process employs a conventional oxide heap leach flowsheet including crushing, heap leaching, and gold recovery facilities.

Phase 1 of the ATO Project has been operational since 2020 and remains operational as of the Effective Date of this ATO Technical Report. The upgraded three‐stage crushing system and ore storage facility (purchased by Steppe Gold has essential been constructed and is undertaking commissioning) is part of Phase 1.

Phase 2 – Concentrator (Fresh and Transition Ores)

The Phase 2 Concentrator will consist of collecting the crushed ore beneath the ore storage building, conveying to the concentrator, milling, flotation, and dewatering unit operations to produce saleable concentrates of lead, zinc, and pyrite. Tailings will be disposed of in the new Tailings Storage Facility (TSF).

An overall flow diagram summarising the Phase 2 concentrator plant and process flows is shown in Figure 1.3

The existing crushing circuit is designed for a capacity of 2.2 Mtpa. The three‐stage circuit reduces run‐of‐ mine (ROM) material from an F100 of 800 mm to a P80 of 10 mm. The primary crushing circuit is utilised for an annual operating time of 5,694 h/a (65% utilisation) and operates in open circuit.

ROM material is dump‐fed into ROM hoppers, installed in parallel. The primary crusher feed will be drawn from the ROM hoppers by vibrating grizzly feeders to feed primary jaw crushers, installed in parallel. Grizzly feeder undersize (U/S) is bypassed and conveyed to a primary crushing screen allowing for U/S material to be stockpiled.

For Phase 2, the crushed ore product will be reclaimed via one of two new apron feeders installed underneath the fine ore stockpile. Fresh feed is collected at a controlled rate to feed the concentrator feed conveyor. The concentrator is utilised for an annual operating time of 90% utilisation.

The grinding circuit consists of two‐stage sequential grinding with a primary ball mill in closed circuit with a classification screen followed by a secondary ball mill in closed circuit with hydrocyclones. Hydrocyclone underflow is fed to the flotation process.

The flotation process is separated into Pb concentrate, Zn concentrate, and Py concentrate circuits to target each of the materials individually and maximize their recoveries. Process water is kept separate for the Pb concentrate and Zn concentrate circuits.

Grinding product is combined with process water and reagents and mixed thoroughly. The slurry is conditioned and fed to the Pb rougher flotation cells. The circuit consists of six (6) tank cells to provide sufficient flotation residence time.

Each product's flotation process has its own dedicated thickener; underflow from the final cleaner stage reports to this concentrate thickener, the underflow is pumped to a stock tank before compressed air filtration. Concentrate filter cake is stockpiled in product sheds, one each for Pb, Zn and Py concentrate, and fed to transport trucks via front end loader. Trucks are weighed via a truck scale prior to shipment.

The tailings thickener receives the following feed streams:

Py rougher tailings, and
Py cleaner tailings.

These streams are combined in the thickener feed well where flocculant is added to facilitate solids settling. Final tailings thickener overflow is recycled to the reclaim process water pond. Thickener underflow is pumped to the final tailings tank where the tailings are pumped to the TSF. Water from the TSF is reclaimed back to the reclaim process water pond to minimise fresh water make‐up

Project Infrastructure

The ATO Mine has been in production since 2020 and has the necessary infrastructure required to support the open pit mining operation. This includes, but is not limited to, ADR plant, laboratory, fuel storage, chemical storage, power supply, water supply, heap leach facilities and ponds, camp, open pit mining fleet, waste facility, and necessary offices, warehouses, and workshops to sustain the current operation.

Five water circuits (Raw, Potable, Fire, Gland, and Process) have been developed to support the requirements of the plant and surrounding infrastructure.

The mine access road connects the Project site to Choibalsan city. The road is constructed with gravel as its base and it is assumed to be constructed to carry normal loads able to sustain delivery of materials and equipment and transport outgoing products.

Market Studies

The ATO Project is an operating site producing a readily saleable commodity in the form of gold bars. The bars are sent via secure transportation to a refinery for further refining.

Steppe Gold sells its gold production directly to the Mongolian government at spot price. Two types of doré are produced:

1. contains approximately 70% Au by weight and the remaining 30% is a mixture of Ag, base metals and Fe.
1. Second doré is Ag produced and sold separately.

All the doré is transported to the Central Bank of Mongolia (Mongolbank). The Bank of Mongolia announces the official Au and Ag rates for the day using the London Metal Exchange (LME) closing rate from the previous day.

For the Phase 2 Expansion Project, Pb and Zn metals are prime indicator of Pb and Zn concentrates. Steppe Gold will produce and sell its concentrates (Pb, Zn, and Py) for the ATO Project

The research group (CRU) expects global lead consumption to grow at a compounding average growth rate (CAGR) of 2.09% between 2020 and 2025, reaching 13.3 Mt in 2025. Europe and China are expected to account for about ~50% of growth in global demand by 2025. Thailand, Vietnam, and Indonesia are set to drive lead demand in Southeast Asia, which is forecast to increase from 331 kt in 2020 to 414 kt in 2025.

Zn prices, traded on the London Metal Exchange (LME), have recovered to above US \$3,000/t in August 2021, up 66% from the multi‐year lows reached in March 2020. The price expectations for the remainder of 2021 are expected to average of US \$2,875/t for the year.

According to S&P, Zn price forecasts are set to average of US \$2,885/t in 2022 and \$2,858/t in 2023 with a medium‐term average price of US \$2,935/t in 2025.

Due to the stricter enforcement of environmental standards in China, CRU estimates that Py concentrate demand will decline to 9.6 Mt in 2025.

Although Zn and Pb concentrates are the main source of revenue for the Phase 2 Expansion Project, Py concentrate is forecasted to contribute additional revenue.

Environmental Approvals and Status

Steppe Gold has conducted stakeholder and community participatory regular/routine environmental monitoring program at the ATO Project site and surrounding areas, and reporting to relevant authorities and local communities addressing the monitoring and control impacts on air, water, land/soil and biodiversity.

The General Environmental Impact Assessment (GEIA) was completed and approved by Ministry of Environment and Tourism of Mongolia (MMET). The environmental and social impacts are summarised in the report, and include changes to topography from mining operations, impacts on vegetation from mine clearing, impacts on fauna from land clearing, surface water hydrology impacts from interrupted natural drainage and soil and water contamination from mine development.

Steppe Gold has conducted water resource studies from 2017 to 2019 and received water resource statements from the relevant authorities and received land use permits for mining, construction, other infrastructures sites from local authorities.

The mine minerals waste handling plan has been developed to ensure that the management of mining activities and the implementation of environmental and social management plans and mine closure at the ATO Project will be conducted according to best practice methodologies to eliminate the potential for contamination.

The management of the ATO Project's significant environmental and social aspects and impacts is achieved through a suite of Management Plans that have been developed and is maintained such as Air Quality Management Plan and Water Resources Management Plan.

Capital and Operating Costs

Operating Cost

The Operating Cost Estimate (OPEX) is presented in \$ USD. The cost have been developed in conjunction with Steppe Gold. The estimate includes mining, processing, and general and administration (G&A). The estimate has an accuracy of +30% ‐15%.

The OPEX is estimated at \$884 M over the life of mine or \$30.45/t of ore processed, with 1.5 years of operation for Phase 1 and 11.5 years of operation in Phase 2. The major project area over the LOM OPEX for the entire project for both Phases is summarised in the table below:

Average Operating Costs

	Av. Annual Cost (USD M)	Cost / t ore processed (USD/t)	Total Cost LOM (M USD)
Mining	17.7	7.87	249
Processing	30.2	13.44	425

	Av. Annual Cost (USD M)	Cost / t ore processed (USD/t)	Total Cost LOM (M USD)
General Admin	12.2	5.50	174
Total	60.1	26.81	848

Capital Cost

The Capital Cost Estimate (CAPEX) consists of direct and indirect capital costs as well as contingency. Provisions for sustaining capital are also included. Amounts for mine closure, rehabilitation of the site, and other specific items are excluded and further detailed in Section 21. The CAPEX is reported in United States Dollars (\$, \$ USD).

The table below presents a summary of the initial CAPEX by Major Area. Sustaining CAPEX is distributed over the LOM, separately indicated from the initial CAPEX.

	Total Capital (SD M)
Mining	1.8
Process Plant	75.2
Tailings/ reclaim water and water treatment	13.5
Power	1.7
Indirect	23.3
Owner's Cost	1.5
Contingency	11.5
	128.5

Capital Cost Summary

Economic Analysis

The ATO Project has been evaluated using discounted cash flow (DCF) analysis. Cash inflows were estimated based on annual revenue projections. Cash outflows consist of operating costs, capital expenditures, royalties, and taxes. The analysis considers two years of production in Phase 1, (existing operation) and 13 years of production through Phase 2.

The Net Present Value (NPV) of the Project was calculated by discounting back cash flow projections throughout the LOM to the Project's valuation date using three different discount rates (5%, 8%, and 10%). The base case used a discount rate of 5%. The internal rate of return (IRR) and the payback period were also calculated.

The table below summarise the economic/financial results of the ATO Project for the base case for Phase 1 and Phase 2 as well as for Phase 2 respectively. All figures are in USD. For the ATO Project, the Phase 1 and Phase 2 base case used a discount rate of 5%. After‐Tax NPV is \$330 M USD at a discount rate of 5%.

Financial Summary

Description	Unit	Value
LOM Tonnage Ore Processed	kt	29,103
LOM Feed Grade Processed ‐ Au	g/t	1.13
LOM Feed Grade Processed ‐ Ag	g/t	12.43
LOM Feed Grade Processed ‐ Pb	%	0.40
LOM Feed Grade Processed ‐ Zn	%	0.69
LOM Recovery ‐ Au	%	79.2
LOM Recovery ‐ Ag	%	72.6
LOM Recovery ‐ Pb	%	82.5
LOM Recovery ‐ Zn	%	85.9

Total Net Revenue (after streaming, Payable)	USD Million	2,003
Refining/transport costs	USD Million	229
LOM Operating Costs	USD Million	848

		Pre tax	Post Tax

Description	Unit	Value
NPV @ 5%	USD Million	364	242
NPV @ 8%	USD Million	273	176
NPV @ 10%	USD Million	226	142

Conclusions and Recommendations

Mineral Resource Estimate

The Overall interpretation of the estimation and resulting Resources was that it proceeded as expected, confirmed the 2017 & 2021 modelling and results of Pipes 1, 2 and 4, and produced a more accurate second generation result. Re‐modelling in 2022 of the base of oxidation surface (top of fresh material) was considered to have significantly improved the accuracy of the Resource classification by oxidation level (oxide/transition/fresh) although it had minimal impact on overall Resources. Furthermore the up‐ dated topography took existing mining into full account.

Interpretation of mineralisation at the new Mungu deposit showed it to be more complex and lode‐like than the other deposits, with greater potential for increasing the Resource with targeted drilling. Its different shape gives encouragement for further regional exploration to find other deposits of its style.

The conclusions were that:

The 2021/2 Measured and Indicated Resources:
o Pipes 1, 2 and 4:
- The 2021/2 Resources confirmed the 2017 estimate generally.
- It increased the Resource tonnage significantly (by 25%), decreased the gold grade slightly (by 3%), increased the silver grade reasonable (by 16%), leading to an overall significant increases in metal contents (gold by 22%, silver by 45%). This comparison uses equivalent reporting cut‐offs between the two estimates.
- The increase in deposit volume was not only because of additional drill holes but also because of more practical and geologically controlled deposit shape interpretation.
o For Mungu:
- The cross‐sectional interpretations hung together and created a significant deposit.
- The maiden 2021 Measured and Indicated Resource was significant at 7.6 Mt at 1.16 g/t gold (282 k oz gold metal) and 40.75 g/t silver (9,916 k oz silver metal).
Mungu now represents 18% by tonnage of the Resources, 20% of the gold metal and 48% of the silver metal (as the silver grade is 320% higher than for Pipes 1, 2 and 4).
o All deposits:
The total Measured and Indicated Resource for all deposits in 2022 stands at 38.0 Mt at 1.03 g/t gold (1.3 Moz gold metal) and 15.58 g/t silver (19.04 Moz silver metal).
The absolute comparison of the 2017 Resource (reported at much higher cut‐off grades) with the 2021 Resource showed a 136% increase in tonnage, a decrease of average gold grade of ‐27%, and an increase of average silver grade of 53%.
The absolute comparison of contained metal showed a 73% increase in gold metal (to 1.4 Moz) and a 262% increase in silver metal (to 20.5 Moz).
Adequacy of data: The data supplied and used in the estimation was suitable for the purpose of Mineral Resource estimation and JORC classification.
Drilling data: The drilling, sampling and subsequent assaying was that it was well performed, comprehensive, consistent (and extensive) and very adequate from a point of view of allowing a straight‐forward interpretation of mineralisation at the deposits and of estimation of their Resources.
Compliance with JORC and Canadian standards:
o The Mineral Resource estimation Project, and the reporting of it, comply with the JORC (2012) and NI 43‐101 (June 2011) standards.
o The results of current and previous work have been successful to demonstrate the "reasonable prospects for economic extraction".
o The fact that mining has commenced at the ATO Mine further reinforces this compliance with the Code.

Recommendations

Opportunities exist for further drilling to enlarge the defined deposits (particularly at Mungu) and for further exploration to find new ones. The latter includes exploring locally for Mungu style deposits which may have previously geologically been overlooked. Recent drilling strongly supports expansion at all deposits.

Mineral Reserves

ATO is an established conventional open cut Gold/Silver mine that has been in operation for several years.

Mine planning and evaluations undertaken using the latest resource models confirm that the continuation of mining and processing at ATO is both viable and economic.

The Mineral Reserve estimate has a relatively high sensitivity to revenue which is controlled by metal prices and payability. It is noted however that at current long term forecast metal prices, the mineral reserve is relatively insensitive to changes in revenue and costs. Mungu area is more sensitive to price than the ATO pit area.

Given the mine has been operational for a number of years, technical risk in relation to the Mineral Reserves estimate is deemed to be low.

Description of Share Capital

The Purchaser is authorized to issue an unlimited number of Purchaser Shares of which there were 85,535,634 Purchaser Shares issued and outstanding as of the date of this Circular.

Common Shares

Holders of Purchaser Shares are entitled to receive notice of any meetings of Purchaser Shareholders, to attend and to cast one vote per Purchaser Share at all such meetings, except meetings at which only holders of another class or series of shares are entitled to vote separately as such class or series. Purchaser Shareholders are entitled to receive on a pro‐rata basis such dividends, if any, as and when declared by the Purchaser Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Purchaser are entitled to receive on a pro‐rata basis the net assets of the Purchaser after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro‐rata basis with the holders of Purchaser Shares with respect to dividends or liquidation. The Purchaser Shares do not carry any cumulative voting, pre‐emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Trading Price and Volume

The Purchaser Shares are listed and posted for trading on the TSX under the symbol "STGO". The following tables set forth information relating to the monthly trading of the Purchaser on the TSXV, for the 12‐ month period preceding the date of this Circular.

Month	High (C\$)	Low (C\$)	Volume
May 2022	1.45	1.13	512,350
June 2022	1.35	1.00	294,772
July 2022	1.16	0.95	266,409
August 2022	1.18	1.02	782,204
September 2022	1.11	0.95	335,651
October 2022	1.08	0.96	344,119
November 2022	1.28	0.98	1,029,755
December 2022	1.14	1.00	956,734
January 2023	1.36	1.05	1,197,597
February 2023	1.20	0.98	941,393

Month	High (C\$)	Low (C\$)	Volume
March 2023	1.10	1.00	1,026,197
April 2023	1.19	1.01	1,713,439
May 1 – 11, 2023	1.07	1.00	451,099

The closing price of the Purchaser Shares on the TSX on March 3, 2023, the last trading day prior to the announcement of the Purchaser's intention to acquire the Company, was \$1.05.

The closing price of the Purchaser Shares on the TSX on May 16, 2023, was \$1.01.

Prior Sales

The following table sets forth information in respect of grants or issuances of Purchaser Shares and securities that are convertible or exchangeable into Purchaser Shares during the 12‐month period prior to the date of this Circular. Other than the issuances listed in the table below, Steppe has not issued any Purchaser Shares or securities convertible or exchangeable into Purchaser Shares within the 12 months preceding the date of this Circular.

Date	Type of Security	Number	Price (C\$)
August 3, 2022	Purchaser Shares(1)	541,627	N/A
January 31, 2023	Purchaser Shares(1)	2,445,352	N/A
May 10, 2023	Purchaser Shares(3)	11,000,000	\$1.10

Notes:

(1) Purchaser Shares were issued pursuant to the vesting of restricted share units of the Purchaser.

(2) Purchaser Shares were issued pursuant to the Private Placement.

Consolidated Capitalization

Except as otherwise described herein, there has not been any material change to the Purchaser's share and loan capital on a consolidated basis, since September 30, 2022, the date of the Purchaser's most recently filed consolidated financial statements. See the Steppe Q3 Interim Financial Statements and the Steppe Q3 Interim MD&A, which are incorporated by reference in this Appendix G.

Dividend Policy

There are no restrictions in the Purchaser's articles or by‐laws or pursuant to any agreement or understanding which could prevent the Purchaser from paying dividends. The Purchaser has not, since its incorporation, declared or paid any dividends on Purchaser Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, the Purchaser anticipates that it will not pay dividends but will retain future earnings and other cash resources for the operation and development of the Purchaser's business. The payment of dividends in the future will depend on the Purchaser's earnings, if any, the Purchaser's financial condition and such other factors as the Purchaser Board considers appropriate.

Material Contracts

Except as otherwise disclosed in this Circular and as discussed in the Purchaser AIF, during the 12 months prior to the date of this Circular, the Purchaser has not entered into any contract, nor are there any contracts still in effect, that are material to the Purchaser or any of its subsidiaries, other than contracts entered into in the ordinary course of business. See "Material Contracts" in the Purchaser AIF, which is incorporated by reference in this Appendix G.

Auditors, Transfer Agent and Registrar

The Purchaser's auditor is Kingston Ross Pasnak LLP.

The Purchaser's registrar and transfer agent is TSX Trust Company.

Risk Factors

An investment in Purchaser Shares and the completion of the Arrangement are subject to certain risks. In addition to considering the other information contained in this Circular, including the risk factors described under the heading "Part I – The Arrangement – Risk Factors Related to the Arrangement" and "Part I – The Arrangement – Risk Factors Related to the Operations of the Combined Company", readers should consider carefully the risk factors described in the Purchaser AIF and the Steppe Q3 Interim MD&A, each of which is incorporated by reference in this Appendix G.

Interests of Experts

Kingston Ross Pasnak LLP, the auditors of the Purchaser who prepared the auditors' report accompanying the financial statements of the Purchaser as at and for the period ended December 31, 2022, have confirmed that they are independent of the Purchaser within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The ATO Technical Report, which was prepared for the Purchaser by Robin A. Rankin, MSc DIC MAusIMM CP (Geo) and Grant Walker, Be (Mining) MAusIMM CP(Mining), was prepared in accordance with NI 43‐ 101. Each of the authors is a "qualified person" under NI 43‐101 and independent of the Purchaser.

The aforementioned firm and persons each held less than 1% of the outstanding securities of the Purchaser or of any associate or affiliate of the Purchaser when they prepared the aforementioned report or following the preparation of the report, and did not receive any direct or indirect interest in any securities of the Purchaser or any associate or affiliate of the Purchaser in connection with the preparation of such reports or data.

Additional Information

Additional information relating to the Purchaser may be found under the Purchaser's profile on SEDAR at www.sedar.com, or on the Purchaser's website at www.steppegold.com.

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Purchaser's securities and securities authorized for issuance under equity compensation plans is contained in the management information circular dated May 9, 2022 filed in connection with the annual and special meeting of Purchaser Shareholders held on June 30, 2022.

Additional financial information is provided in the Purchaser Annual Financial Statements and Purchaser Annual MD&A, which are available under the Purchaser's SEDAR profile at www.sedar.com

APPENDIX H

INFORMATION CONCERNING THE COMBINED COMPANY FOLLOWING COMPLETION OF THE ARRANGEMENT

The following information about the Combined Company following completion of the Arrangement should be read in conjunction with the documents incorporated by reference in this Circular, and the information concerning the Purchaser and the Company, as applicable, appearing elsewhere in this Circular.

See "Management Information Circular – Cautionary Notice Regarding Forward‐Looking Statements and Information, Appendix G "Information Concerning Steppe Gold Ltd." and Appendix F "Information Concerning Anacortes Mining Corp."

Overview

If completed, the Arrangement will result in the Purchaser becoming the owner of all of the Company Shares on the Effective Date and the Company will become a wholly‐owned subsidiary of the Purchaser.

The corporate chart that follows sets forth the Purchaser's subsidiaries, together with the jurisdiction of incorporation of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Purchaser following completion of the Arrangement.

Notes:

(1) 20% of the shares of Corundum are owned by Bayankhongor New Mining LLC, a company owned by the Province of Bayankhongor, Mongolia. The corporate charter for Corundum gives Bayankhongor New Mining LLC, the holder of 20% of the issued share capital of Corundum, the right to nominate three of the six or 50% of the directors of the Corundum.
(2) 1385575 B.C. Ltd., 1385576 B.C. Ltd. and Minera Angelica S.A.C. are inactive subsidiaries.
(3) Angelica Mining Inc. is in the process of being dissolved.

The head office and registered of the Combined Company following completion of the Arrangement will continue to be located at Shangri‐La office Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia and 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6, respectively.

The Combined Company will continue to be a corporation existing under the OBCA. It is anticipated that, after completion of the Arrangement, the Combined Company will continue to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and will continue to trade on the TSX under the trading symbol "STGO".

Except as otherwise described in this Appendix, the business of the Combined Company following completion of the Arrangement and information relating to the Combined Company following completion of the Arrangement will be that of the Purchaser generally and as disclosed elsewhere in this Circular.

Description of Mineral Properties

On completion of the Arrangement, the Purchaser's material mineral properties will be the ATO Project and the Tres Cruces Project.

Further information regarding the ATO Project can be found in Appendix G "Information Concerning Steppe Gold Ltd." attached to this Circular, and further information regarding the Tres Cruces Project can be found in Appendix F "Information Concerning Anacortes Mining Corp." attached to this Circular.

Description of Share Capital

The authorized share capital of the Combined Company following completion of the Arrangement will continue to be as described in Appendix G "Information Concerning Steppe Gold Ltd." attached to this Circular and the rights and restrictions of the Purchaser Shares will remain unchanged.

If completed, the Arrangement will result in the issuance, at the Effective Time, of 0.4532 of a Purchaser Share for each Company Share held by Company Shareholders at the Effective Time. As at the close of business on the Record Date of May 10, 2023, there were 42,582,118 Company Shares outstanding (on a non‐diluted basis) and 72,535,634 Purchase Shares outstanding (on a non‐diluted basis). Subsequent to the Record Date, the Purchaser closed the Purchaser Private Placement and issued the 11,000,000 Purchaser Private Placement Shares resulting in 83,535,634 Purchaser Shares outstanding (on a non‐ diluted basis) as of the date of this Circular.

On completion of the Arrangement, assuming that the current number of convertible securities of the Company and the Purchaser does not change from the respective dates of the information provided herein, it is expected that the total number of Purchaser Shares issued and outstanding will be approximately 109,958,241 on a fully‐ diluted basis.

See Appendix G "Information Concerning Steppe Gold Ltd. – Consolidated Capitalization" attached to this Circular.

Dividends

Board and Management

The board of directors of the Combined Company following the completion of the Arrangement will consist of the current directors of the Purchaser Board. The senior officers of the Combined Company will consist of current senior officers of the Purchaser. The operating personnel of the Combined Company following completion of the Arrangement are expected to come from the Purchaser.

Principal Holders of Purchaser Shares Upon Completion of the Arrangement

Except as set forth below, to the knowledge of the directors and executive officers of the Purchaser and the Company, as of the date hereof, it is not anticipated that any securityholder will own of record or beneficially, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to the Purchaser Shares following completion of the Arrangement.

Name of Combined Company Shareholder	Voting Securities of Steppe Owned, Controlled or Directed	Percentage of the Class of Outstanding Voting Securities of Steppe
Bataa Tumur‐Ochir	13,747,496	15.48%

Auditors, Transfer Agent and Registrar

The auditor of the Combined Company following completion of the Arrangement will continue to be Kingston Ross Pasnak LLP and the transfer agent and registrar for the Purchaser Shares will continue to be TSX Trust Company at its principal office in Toronto, Ontario.

Material Contracts

Other than as disclosed in this Circular or in the documents incorporated by reference herein, there are no contracts to which the Combined Company is expected to be a party following completion of the Arrangement that can reasonably be regarded as material to a potential investor, other than contracts entered into by the Purchaser and the Company in the ordinary course of business. For a description of the material contracts of the Purchaser, please refer to "Material Contracts" in the Purchaser AIF, which is incorporated by reference herein.

Risk FactorsThe business and operations of the Combined Company following completion of the Arrangement will continue to be subject to the risks currently faced by the Purchaser and the Company, as well as certain risks unique to the Combined Company following completion of the Arrangement, including those set out under the heading "Part I – The Arrangement – Risk Factors Related to the Operations of the Combined Company".

Readers should also carefully consider the risk factors relating to the Purchaser described in the Purchaser AIF and the risk factors relating to the Company described in Appendix F "Information Concerning Anacortes Mining Corp.". If any of the identified risks were to materialize, the Combined Company's business, financial position, results and/or future operations may be materially affected.

Company Shareholders should also carefully consider all of the information disclosed in this Circular and the documents incorporated by reference.

The risk factors that are identified in this Circular and the documents incorporated by reference are not exhaustive and other factors may arise in the future that are currently not foreseen that may present additional risks in the future.

APPENDIX I

SECTION 237 THROUGH SECTION 247 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Definitions and application

237 (1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,
(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291(2)(c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,
(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or
(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations, excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or
(b) in the case of a right of dissent authorized by a resolution referred to in section 238(1)(g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,
(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91, or
(iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company's benefit provision;
(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301(5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for
(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,
(b) identify in each notice of dissent, in accordance with section 242(4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for
(i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
(b) identify in each waiver the person on whose behalf the waiver is made.

If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent. Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(a), (b), (c), (d), (e) or (f) or (1.1) must,

(a) if the company has complied with section 240(1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240(3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240(1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
(i) the date on which the shareholder learns that the resolution was passed, and
(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

A shareholder intending to dissent under section 238(1)(h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and
(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or
(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

A notice sent under subsection (1)(a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242(4)(c) applies, a written statement that complies with subsection (2) of this section.
The written statement referred to in subsection (1)(c) must
(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
- (i) the names of the registered owners of those other shares,
- (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
- (iii) that dissent is being exercised in respect of all of those other shares.

After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244(1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244(1), and
(c) make consequential orders and give directions it considers appropriate.

Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244(1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

If a dissenter receives a notice under subsection (1)(b) or (3)(b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244(4) or (5), 245(4)(a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244(1)(b) or, if those share certificates are unavailable, replacements for those share certificates,
(b) the dissenter regains any ability lost under section 244(6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and;
(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

APPENDIX J

COMPARISON OF SHAREHOLDER RIGHTS

The OBCA provides shareholders with substantially the same rights as are available to shareholders under the BCBCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions. However, there are certain differences between the two statutes and the regulations made thereunder.

The following is a summary of certain differences between the BCBCA and the OBCA, but it is not intended to be a comprehensive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to all of the implications of the Arrangement which may be of importance to them.

Capitalized terms used in this Appendix J shall have the meanings ascribed to them in the Circular.

Charter Documents

Under the BCBCA, the charter documents consist of a "notice of articles", which sets forth, among other things, the name of the corporation and the amount and type of authorized capital, and "articles" which govern the management of the corporation. The notice of articles is filed with the Registrar of Companies, while articles are filed only with the corporation's registered and records office.

Under the OBCA, a corporation's charter documents consist of "articles of incorporation", which set forth the name of the corporation and the amount and type of authorized capital, and the "by‐laws", which govern the management of the corporation. The articles are filed with the Director under the OBCA and the by‐laws are filed with the corporation's registered office, or at another location designated by the corporation's directors.

Sale of Business or Assets

Under the BCBCA, the directors of a corporation may sell, lease or otherwise dispose of all or substantially all of the undertaking of the corporation only if it is in the ordinary course of the corporation's business or with shareholder approval authorized by special resolution. Under the BCBCA, a special resolution requires the approval of a "special majority", which means the majority specified in a corporation's articles, if such specified majority is at least two‐thirds and not more than by three‐quarters of the votes cast by those shareholders voting in person or by proxy at a general meeting of the corporation. If the articles do not contain a provision stipulating the special majority, then a special resolution is passed by at least two‐thirds of the votes cast on the resolution.

The OBCA requires approval of the holders of two‐thirds of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of the corporation that is other than in the Ordinary Course of the corporation. Holders of shares of a class or series, whether or not they are otherwise entitled to vote, can vote separately only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series. Changes to the articles of a corporation under the BCBCA will be effected by the type of resolution specified in the articles of a corporation, which, for many alterations, including change of name or alterations to the articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution of the shareholders to be approved by not less than two‐thirds of the votes cast by the shareholders voting on the resolution. Alteration of the special rights and restrictions attached to issued shares requires, subject to the requirements set forth in the corporation's articles, consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation or continuation of a corporation out of the jurisdiction generally requires shareholders approve the adoption of the amalgamation agreement by way of a special resolution.

Under the OBCA, certain amendments to the charter documents of a corporation require a resolution passed by not less than two‐thirds of the votes cast by the shareholders voting on the resolution authorizing the amendments and, where certain specified rights of the holders of a class or series of shares are affected by the amendments differently than the rights of the holders of other classes or series of shares, such holders are entitled to vote separately as a class or series, whether or not such class or series of shares otherwise carry the right to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a corporation, may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the corporation proposes to:

(a) alter the articles to alter restrictions on the powers of the corporation or on the business it is permitted to carry on;
(b) adopt an amalgamation agreement;
(c) approve an amalgamation under Division 4 of Part 9 of the BCBCA;
(d) approve an arrangement, the terms of which arrangement permit dissent;
(e) authorize or ratify the sale, lease or other disposition of all or substantially all of the corporation's undertaking; or
(f) authorize the continuation of the corporation into a jurisdiction other than British Columbia.

In certain circumstances, shareholders may also be entitled to dissent in respect of a resolution if dissent is authorized by such resolution, or if permitted by court order.

The OBCA contains a similar dissent remedy to that contained in the BCBCA, although the procedure for exercising this remedy is different. Subject to specified exceptions, dissent rights are available where the corporation resolves to:

(a) amend its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation;
(d) be continued under the laws of another jurisdiction; or
(e) sell, lease or exchange all or substantially all its property.

Oppression Remedies

Under the OBCA a registered shareholder, beneficial shareholder, former registered shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates:

(a) any act or omission of a corporation or its affiliates effects or threatens to effect a result;
(b) the business or affairs of a corporation or its affiliates are or have been or are threatened to be carried on or conducted in a manner; or
(c) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of any security holder, creditor, director or officer of the corporation.

On such an application, the court may make such order as it sees fit, including but not limited to, an order restraining the conduct complained of.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the corporation and its directors but also acts of an affiliate of the corporation and the affiliate's directors, whereas under the BCBCA, the shareholder can only complain of oppressive conduct of the corporation. Under the BCBCA the applicant must bring the application in a timely manner, which is not required under the OBCA, and the court may make an order in respect of the complaint if it is satisfied that the application was brought by the shareholder in a timely manner. As with the OBCA, the court may make such order as it sees fit, including an order to prohibit any act proposed by the corporation. Under the OBCA a corporation is prohibited from making a payment to a successful applicant in an oppression claim if there are reasonable grounds for believing that (a) the corporation is, or after the payment, would be unable to pay its liabilities as they become due, or (b) the realization value of the corporation's assets would thereby be less than the aggregate of its liabilities; under the BCBCA, if there are reasonable grounds for believing that the corporation is, or after a payment to a successful applicant in an oppression claim would be, unable to pay its debts as they become due in the Ordinary Course, the corporation must make as much of the payment as possible and pay the balance when the corporation is able to do so.

Shareholder Derivative Actions

Under the BCBCA, a shareholder, defined as including a beneficial shareholder and any other person whom the court considers to be an appropriate person to make an application under the BCBCA, or a director of a corporation may, with leave of the court, bring a legal proceeding in the name and on behalf of the corporation to enforce an obligation owed to the corporation that could be enforced by the corporation itself, or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a corporation.

A broader right to bring a derivative action is contained in the OBCA than is found in the BCBCA, and this right extends to former shareholders, directors or officers of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries. The complainant must provide the directors of the corporation or its subsidiary with fourteen days' notice of the complainant's intention to apply to the court to bring a derivative action, unless all of the directors of the corporation or its subsidiary are defendants in the action.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a corporation holding not less than 5% of the issued voting shares of the corporation may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months. Subject to certain exceptions, if the directors fail to provide notice of a meeting within 21 days of receiving the requisition, the requisitioning shareholders, or any one or more of them holding more than 2.5% of the issued shares of the corporation that carry the right to vote at general meetings may send notice of a general meeting to be held to transact the business stated in the requisition.

The OBCA permits the holders of not less than 5% of the issued shares of a corporation that carry the right to vote to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. Subject to certain exceptions, if the directors fail to provide notice of a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Form and Solicitation of Proxies, Information Circular

Under the BCBCA, the management of a public corporation, concurrently with sending a notice of meeting of shareholders, must send a form of proxy to each shareholder who is entitled to vote at the meeting as well as an information circular containing prescribed information regarding the matters to be dealt with at the meeting. The required information is substantially the same as the requirements that apply to the corporation under applicable securities laws. The BCBCA does not place any restriction on the method of soliciting proxies.

The OBCA also contains provisions prescribing the form and content of notices of meeting and information circulars. Under the OBCA, a person who solicits proxies, other than by or on behalf of management of the corporation, must send a dissident's proxy circular in prescribed form to each shareholder whose proxy is solicited and certain other recipients. Pursuant to the OBCA a person may solicit proxies without sending a dissident's proxy circular if either (i) the total number of shareholders whose proxies solicited is 15 or fewer (with two or more joint holders being counted as one shareholder), or (ii) the solicitation is, in certain prescribed circumstances, conveyed by public broadcast, speech or publication.

Place of Shareholders' Meetings

The BCBCA requires all meetings of shareholders to be held in British Columbia unless: (i) a location outside the province of British Columbia is provided for in the articles; (ii) the articles do not restrict the corporation from approving a location outside of the province of British Columbia for holding of the general meeting and the location of the meeting is approved by the resolution required by the articles for that purpose or by ordinary resolution if no resolution is required for that purpose by the articles; or (iii) if the location for the meeting is approved in writing by the registrar before the meeting is held.

The OBCA provides that, subject to the articles and any unanimous shareholder agreement, meetings of shareholders may be held either inside or outside Ontario as the directors may determine, or in the absence of such a determination, at the place where the registered office of the corporation is located.

Directors' Residency Requirements

Neither the BCBCA nor the OBCA has a residency requirement for directors.

Removal of Directors

The BCBCA provides that the shareholders of a corporation may remove one or more directors by a special resolution or by any other method specified in the articles. If holders of a class or series of shares have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a separate special resolution of the shareholders of that class or series or by any other method specified in the articles.

The OBCA provides that the shareholders of a corporation may by ordinary resolution at an annual or special meeting remove any director or directors from office. An ordinary resolution under the OBCA requires the resolution to be passed, with or without amendment, at the meeting by at least a majority of the votes cast. The OBCA further provides that where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

Meaning of "Insolvent"

Under the BCBCA, for purposes of the insolvency test that must be passed for the payment of dividends and purchases and redemptions of shares, "insolvent" is defined to mean when a corporation is unable to pay its debts as they become due in the ordinary course of its business. Unlike the OBCA, the BCBCA does not impose a net asset solvency test for these purposes. For purposes of proceedings to dissolve or liquidate, the definition of "insolvent" from federal bankruptcy legislation applies.

Under the OBCA, a corporation may not pay dividends or purchase or redeem its shares if there are reasonable grounds for believing (i) it is or would be unable to pay its liabilities as they become due; or (ii) it would not meet a net asset solvency test. The net asset solvency tests for different purposes vary somewhat.

Reduction of Capital

Under the BCBCA, capital may be reduced by special resolution or court order. A court order is required if the realizable value of the corporation's assets would, after the reduction of capital, be less than the aggregate of its liabilities.

Under the OBCA, capital may be reduced by special resolution but not if there are reasonable grounds for believing that, after the reduction, (i) the corporation would be unable to pay its liabilities as they become due; or (ii) the realizable value of the corporation's assets would be less than its liabilities.

Shareholder Proposals

The BCBCA includes a more detailed regime for shareholders' proposals than the OBCA. For example, a person submitting a proposal must have been the registered or beneficial owner of one or more voting shares for at least two years before signing the proposal. In addition, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of (i) at least 1% of the corporation's voting shares, or (ii) shares with a fair market value exceeding an amount prescribed by regulation (at present, \$2,000).

The OBCA allows shareholders entitled to vote or a beneficial owner of shares that are entitled to be voted to submit a notice of a proposal.

Compulsory Acquisition

The OBCA provides a right of compulsory acquisition for an offeror that acquires 90% of the target securities pursuant to a take‐over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror.

The BCBCA provides a substantively similar right although there are differences in the procedures and process. Unlike the OBCA, the BCBCA provides that where an offeror does not use the compulsory acquisition right when entitled to do so, a securityholder who did not accept the original offer may require the offeror to acquire the securityholder's securities on the same terms contained in the original offer.

Investigation/Appointment of Inspectors

Under the BCBCA, a corporation may appoint an inspector by special resolution. Shareholders holding at least 20% of the issued shares of a corporation may apply to the court for the appointment of an inspector. The court must consider whether there are reasonable grounds for believing there has been oppressive, unfairly prejudicial, fraudulent, unlawful or dishonest conduct.

Under the OBCA, shareholders can apply to the court for the appointment of an inspector. Unlike the BCBCA, the OBCA does not require an applicant to hold a specified number of shares.

AI assistant

Anacortes Mining Corp. — Proxy Solicitation & Information Statement 2023

47725_rns_2023-05-24_b3931977-4b1c-4f69-bd8d-ab4860281c78.pdf

NOTICE OF MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

ANACORTES MINING CORP.

SPECIAL MEETING

TO BE HELD ON JUNE 19, 2023

PLAN OF ARRANGEMENT

ANACORTES MINING CORP. and STEPPE GOLD LTD.

TABLE OF CONTENTS

APPENDICES

ANACORTES MINING CORP.

LETTER TO SHAREHOLDERS

The Arrangement

Benefits to Company Shareholders

Required Approval

Company Board Recommendation

ANACORTES MINING CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 2023

Registered Company Shareholders

Non‐registered Company Shareholders

Dissent Rights

BY ORDER OF THE BOARD OF DIRECTORS OF ANACORTES MINING CORP.

QUESTIONS AND ANSWERS RELATING TO THE COMPANY MEETING AND ARRANGEMENT

Questions Relating to the Arrangement

Q. What is the proposed transaction?

Q. Has the Company Board unanimously approved the Arrangement?

Q. Does the Company Board recommend that I vote FOR the Company Arrangement Resolution?

Q. What percentage of the outstanding Purchaser Shares will existing Purchaser Shareholders and Former Company Shareholders own, respectively, following completion of the Arrangement?

Q. What is required for the Arrangement to become effective?

Q. When do you expect the Arrangement to be completed?

Q. What are the Canadian federal income tax consequences of the Arrangement to the Company Shareholders?

Q. Are there any risks I should consider in connection with the Arrangement?

Q. What will happen to the Company if the Arrangement is completed?

Q. What will happen if the Company Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q. Why am I being asked to approve the Arrangement?

Q. Should I send in my proxy or VIF now?

Q. What approvals are required to pass the Company Arrangement Resolution at the Company Meeting?

Q. Are Company Shareholders entitled to Dissent Rights?

General Questions Relating to the Company Meeting

Q. When and where is the Company Meeting?

Q. Am I entitled to vote?

Q. What am I voting on?

Q. What if amendments are made to this matter or if other matters of business are brought before the Company Meeting?

Q. How can Company Shareholders vote?

Q. How can a Non‐registered holder of Company Shares vote?

Q. How can a Non‐registered Company Shareholder vote in person at the Company Meeting?

Q. Who votes my Company Shares and how will they be voted if I return a form of proxy?

Q. Can I appoint someone other than the individuals named in the enclosed form of proxy to vote my Company Shares?

Q. What if my Company Shares are registered in more than one name or in the name of a corporation?

Q. Can I revoke a proxy or voting instruction?

Q. How do I receive DRS Advice(s) or certificate(s) representing Purchaser Shares in exchange for my Company Share certificates?

Q. What do I need to do now?

ANACORTES MINING CORP.

MANAGEMENT INFORMATION CIRCULAR

Introduction

Technical Information

Cautionary Notice Regarding Forward‐Looking Statements and Information

Information for United States Company Shareholders

No Intermediary, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.

Cautionary Note to United States Company Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources

Non‐registered Company Shareholders

Currency

Qualified Persons

GLOSSARY OF TERMS

SUMMARY INFORMATION REGARDING THE ARRANGEMENT

The Company Meeting

Recommendation of the Special Committee and the Company Board

Reasons for Recommendation of the Special Committee and the Company Board

Opinion of Stifel GMP

Effect of the Arrangement

Effect on Company Shares

Effect on Company Convertible Securities

Details of the Arrangement

General

Arrangement Steps

Support Agreements

See "Part I — The Arrangement — Support Agreements".

Approval of Company Shareholders Required for the Arrangement

Anacortes Mining Corp. Proxy Solicitation & Information Statement 2023