Arianne Phosphate Inc. — Proxy Solicitation & Information Statement 2024

May 24, 2024

==> picture [118 x 85] intentionally omitted <==

Providing tomorrow’s necessities

ARIANNE PHOSPHATE INC.

NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

MAY 23, 2024

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the shareholders of Arianne Phosphate Inc. (the “ Corporation ”) will be held solely by means of remote communication, rather than in person, on June 28, 2024 at 10:00 a.m. (Eastern Time), for the following purposes:

• 1) to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2023 and the Auditor's report thereon;

• 2) to elect the directors of the Corporation for the ensuing year;

• 3) to appoint the Auditors of the Corporation, Raymond Chabot Grant Thornton LLP, for the ensuing year and to authorize the directors to fix their remuneration;

• 4) to consider, and if deemed appropriate, to adopt a resolution to ratify the new By-laws of the Corporation, as more particularly described in the management information circular and appended as Schedule A thereto;

• 5) to consider, and if deemed appropriate, to adopt a resolution to ratify, confirm and approve the rolling stock option plan; and

• 6) to transact such other matters as may properly come before the Meeting and any adjournment thereof.

Only registered shareholders and duly appointed proxyholders will be entitled to participate and vote at the Meeting. Non-registered shareholders may attend but will not be entitled to vote.

You have the right to receive notice of and to vote at the Meeting if you were a shareholder of the Corporation on the close of business on May 15, 2024. The accompanying management information circular (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to be part of this Notice.

Shareholders will not be able to attend the Meeting in person . Instead, Registered Shareholders (as defined in the accompanying Circular under the heading "Appointment of Proxyholder and Right of Revocation of Proxies") and duly appointed proxyholders can virtually attend, participate, vote or submit questions at the virtual Meeting online by registering at the following link: bit.ly/3QMNhkq

Saguenay, Québec, May 23, 2024

BY ORDER OF THE BOARD OF DIRECTORS,

(s) Genevieve Ayotte Geneviève Ayotte Chief Financial Officer

• 2 -

REGISTRATION AND LOG IN PROCESS

To attend the Meeting, register before June 26, 2024, at the following link:

bit.ly/3QMNhkq

After registering, you will receive a confirmation email with access instructions.

TO ENSURE A SMOOTH PROCESS, THE CORPORATION IS ASKING REGISTERED PARTICIPANTS TO LOG IN BY

9:45 A.M. (EASTERN TIME) ON JUNE 28, 2024. It is the shareholders’ responsibility to ensure connectivity during the meeting and the Corporation encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

Registered shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting. You can also contact the Corporation at info@arianne-inc.com for more information. Just as they would be at an in-person meeting, Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Registered Shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying form of proxy in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set forth in the Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as “guests”, but will not be able to participate, submit questions or vote at the virtual Meeting.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY FORM IN THE ENVELOPE PROVIDED AT THEIR EARLIEST CONVENIENCE, BUT BEFORE 5:00 PM (EASTERN TIME) ON JUNE 26, 2024. THE VOTING RIGHTS ATTACHED TO YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED ON THE PROXY FORM.

• 3 -

ARIANNE PHOSPHATE INC.

(the “ Corporation ”)

INFORMATION CIRCULAR

May 23, 2024

SOLICITATION OF PROXIES

This management information circular (the “ Circular ”) pertains to the solicitation, by management of the Corporation of proxies to be used at the Annual and Special Meeting (the “ Meeting ”) of the shareholders of the Corporation (the “ Shareholders ”) which will be held on the date, solely by means of remote communication, rather than in person and for the purposes indicated in the attached notice of meeting (the “ Notice of Meeting ”) or any adjournment thereof. Accordingly, the management of the Corporation has drafted this Circular that it is sending to all the security holders entitled to receive a Notice of Meeting. The Corporation is assuming the cost of this solicitation. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may solicit proxies by telephone, telecopier, e-mail or in person. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to certain beneficial owners of the shares. See “Non-Registered Holders” below.

Shareholders will not be able to attend the Meeting in person . All persons registered as shareholders in the records of the Corporation on the Record Date (as defined below) and their duly appointed proxyholders are entitled to receive notice of the Meeting and to attend, participate and vote at the Meeting online. If you are unable to attend the Meeting online, you may complete and return the enclosed form of proxy following the instructions therein. All forms of proxy must be returned to the Corporate Secretary of the Corporation, c/o Computershare Trust Company of Canada, 1500 boul. Robert-Bourassa, 7th Floor, Montreal, Québec, Canada H3A 3S8, before 5:00 p.m. (Eastern Time) on June 26, 2024 (the “ Cut Off Date ”), or, in the case of adjournment or postponement of the Meeting, at least forty-eight (48) hours before the time of resumption or postponement (excluding Saturdays, Sundays and holidays). Voting instructions may also be provided by internet or facsimile by following the instructions on the form of proxy. The chair of the Meeting may waive the deadline for the filing proxies at his or her discretion without notice.

PARTICIPATION IN THE MEETING

Shareholders will not be able to attend the Meeting in person. Instead, Registered Shareholders (as defined herein) and duly appointed proxyholders will be able to virtually attend, participate and vote at the virtual Meeting on the date and time of the Meeting (being June 28, 2024 at 10:00 a.m.) by registering before June 26, 2024 at the following link:

bit.ly/3QMNhkq

Only after registering by completing the online survey, you will receive a confirmation email on June 27, 2024 with access instructions.

TO ENSURE A SMOOTH PROCESS, THE CORPORATION IS ASKING REGISTERED PARTICIPANTS TO LOG IN BY 9:45 A.M. (EASTERN TIME) ON JUNE 28, 2024.

• 4 -

Only registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Meeting but will be able to participate as a “guest”.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including nonregistered shareholders who wish to appoint themselves as proxyholders to attend, participate and vote at the Meeting) MUST submit their duly completed form of proxy or voting instruction form AND register their proxyholder. Please see "Appointment of Proxy" below.

If you are attending the Meeting and are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

INTERNET AVAILABILITY OF PROXY MATERIALS

NOTICE-AND-ACCESS RULES

The Corporation has elected to use the notice-and-access provisions under Regulation 51-102 – respecting Continuous Disclosure Obligations (“ Regulation 51-102 ”) and NI 54-101 – respecting Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”, and together with Regulation 51-102, the “ Notice-and-Access Provisions ”) for the Meeting. The Notice-and-Access provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxyrelated materials on-line, via SEDAR+ and one other website, rather than mailing paper copies of such materials to Shareholders.

Instead of receiving this Circular, Shareholders will receive a Notice of Meeting with the proxy or voting instruction form, as the case may be, along with instructions on how to access the Meeting materials online. The Corporation will send the Notice of Meeting and proxy form directly to registered Shareholders and NOBOs. The Corporation will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by OBOs.

WEBSITES WHERE PROXY-RELATED MATERIALS ARE POSTED

• The Proxy-Related Materials are available on the Corporation’s website at https://www.arianne inc.com/investor/, and will remain on the website for one full year thereafter, and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

HOW TO OBTAIN PAPER COPIES OF PROXY-RELATED MATERIALS

Beneficial Shareholders may obtain paper copies of the Circular free of charge by contacting Broadridge Financial Solutions, Inc. toll free at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or via internet at www.proxyvote.com by using the 16-digit control number located in the voting instruction form. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Corporation by 5:00 p.m. (eastern time) on June 10, 2024 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their VIFs by the due date. After the Meeting, Beneficial Shareholders may obtain paper copies of the Circular free of charge by contacting the Secretary of the Corporation at 1-855-549-7316.

• 5 -

QUORUM FOR THE TRANSACTION OF BUSINESS

The Corporation's by-laws provide that the quorum at a meeting of the shareholders of the Corporation shall be constituted by the attendance of two or more shareholders, present in person or represented by proxy, holding at least 5% of the votes attached to outstanding voting shares of the Corporation.

APPOINTMENT OF PROXY

A shareholder that holds his shares directly in his name (a “ Registered Shareholder ”) who is unable to attend the Meeting in person is requested to complete and sign the enclosed form of proxy and to deliver it to Corporation’s transfer agent, Computershare Investor Services Inc. (i) by mail or hand delivery to their Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to 416263-9524 or 1-866-249-7775. A Registered Shareholder may also vote using the internet at www.investorvote.com or telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (Eastern time) on June 26, 2024 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.

The document appointing a proxy must be in writing and executed by the Registered Shareholder or his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A REGISTERED SHAREHOLDER SUBMITTING A FORM OF PROXY HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE CORPORATION. THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND OFFICERS OF THE CORPORATION. TO EXERCISE THAT RIGHT, THE NAME OF THE REGISTERED SHAREHOLDER’S APPOINTEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED. IN ADDITION, THE REGISTERED SHAREHOLDER SHOULD NOTIFY THE APPOINTEE OF HIS OR HER APPOINTMENT, OBTAIN HIS OR HER CONSENT TO ACT AS APPOINTEE AND INSTRUCT HIM OR HER ON HOW THE REGISTERED SHAREHOLDER’S SHARES ARE TO BE VOTED.

Shareholders who are not Registered Shareholders should refer to the section “Non-Registered Holders” below.

REVOCATION OF PROXY

A Registered Shareholder who has submitted a form of proxy as directed herein may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy personally attends the Meeting at which that proxy is to be voted, that Registered Shareholder may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or his attorney or authorized agent and deposited with (i) Computershare Investor Services Inc. at any time up to 5:00 p.m. (Eastern time) on June 26, 2024 by mail or by hand delivery to Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, or by facsimile to 416-263-9524 or 1-866-249-7775, (ii) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or (iii) with the chairman of the Meeting on the day of the Meeting before the commencement of the Meeting, or any adjournment thereof, and upon any such deposit, the proxy will be revoked.

• 6 -

EXERCISE OF DISCRETIONARY POWER BY PROXIES

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the instructions of the shareholder appointing them.

IN THE ABSENCE OF INSTRUCTIONS, THE PROXYHOLDER WILL EXERCISE THE RIGHT TO VOTE IN FAVOUR OF THE MATTERS SPECIFIED IN THE NOTICE OF MEETING OR IN THE CIRCULAR.

Unless otherwise specified herein, all resolutions will be adopted by a simple majority of the votes represented at the Meeting.

Management does not know and cannot foresee at the present time any amendments or new points to be brought before the Meeting, or any adjournment thereof. If such amendments or new points were to be properly brought before the Meeting, or any adjournment thereof, the persons named in the enclosed form of proxy will vote on such matters in the way they consider advisable.

NON-REGISTERED HOLDERS

The information set out in this section is significant to many shareholders, as a substantial number of shareholders are Beneficial Shareholders and do not hold shares of the Corporation in their own names. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders (shareholders whose names appear on the records of the Corporation as the registered holders of shares) can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder’s name on the records of the Corporation. Those shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, most of those shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers, or their nominees can be voted only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation . Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of Regulation 54-101, the Corporation is sending the Notice Package directly to NOBOs and indirectly through intermediaries to OBOs. Regulation 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Notice Package directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver the Notice Package to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of Regulation 54-101,

• 7 -

the Corporation is sending the notice Package indirectly to all Beneficial Shareholders through intermediaries. The cost of the delivery of the Notice Package by intermediaries to OBOs will be borne by the Corporation.

Applicable securities regulatory policy requires intermediaries, on receipt of Notice Packages that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7 (Request for Voting Instructions Made by Intermediary). Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders to ensure that their shares are voted at the Meeting or any adjournment(s) thereof. Often, the form of request for voting instructions supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to attend at the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). In forwarding the Notice Package to Beneficial Shareholders, Broadridge typically includes a VIF in lieu of the form of proxy that some intermediaries employ. Beneficial Shareholders are requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge’s - dedicated voting website at https://central online.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Corporation’s transfer agent and registrar, which tabulates the results and provides appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment(s) thereof.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any of the following persons in any matter to be acted upon at the Meeting:

• a) each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year;

• b) each proposed nominee for election as a director of the Corporation; and

• c) each associate or affiliate of any of the foregoing.

VOTING SHARES AND THEIR PRINCIPAL HOLDERS

The share capital of the Corporation is comprised of an unlimited number of common shares without par value. As at the date hereof, the Corporation had 202,890,210 common shares issued and outstanding. Each common share of the Corporation confers upon its holder the right to one (1) vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, no person or corporation that beneficially owned, directly or indirectly, or exercised control or direction over, common shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation as at May 23, 2024.

• 8 -

You have the right to receive a Notice of Meeting and vote at the Meeting if you are a Shareholder of the Corporation on the close of business on May 15, 2024.

BUSINESS TO BE TRANSACTED AT THE MEETING

FINANCIAL STATEMENTS PRESENTATION

The annual report, including the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2023, and the related auditor's report, will be presented at the Meeting. The Corporation’s consolidated financial statements and related management discussion and analysis for the year ended December 31, 2023, are available on SEDAR+ at www.sedarplus.ca as well as on the Corporation’s website (https://www.arianne-inc.com/investor/).

ELECTION OF THE DIRECTORS

Under its by-laws, the Corporation is administered by a board of directors (the “ Board of Directors ”). The mandate of each director elected at the Meeting expires on the date of the next annual meeting of shareholders following his election or appointment or on the date when his successor is elected or appointed, unless such director resigns, or his position becomes vacant due to his death or another reason according to the by-laws of the Corporation. It is proposed that the number of directors for the ensuing year be fixed at nine (9), subject to such increases as may be permitted by the By-laws of the Corporation. It is proposed that nine (9) directors be elected and that the persons named below will be nominated at the Meeting.

YOU CAN VOTE FOR THE ELECTION OF ALL THE CANDIDATES DESCRIBED BELOW, VOTE FOR THE ELECTION OF SOME OF THEM AND WITHHOLD FROM VOTING FOR OTHERS OR WITHHOLD FROM VOTING FOR ALL OF THEM. UNLESS OTHERWISE INSTRUCTED, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE FOR THE ELECTION OF EACH OF THE CANDIDATES DESCRIBED BELOW AS DIRECTOR OF THE CORPORATION.

Management of the Corporation considers that none of the candidates will be unable to act as director or no longer wishes, for any reason, to fulfill this function, but in the event of a change for any reason whatsoever before the Meeting is held, the persons mentioned in the attached proxy form reserve the right to vote for other candidates of their choice unless the shareholder has indicated in the form of proxy his wish to abstain from exercising the voting rights attached to his shares at the time of the election of the directors.

NAME	OFFICEHELD	DIRECTORSINCE	NUMBER OFSHARESBENEFICIALLY OWNED OROVERWHICHCONTROL ISEXERCISED AS OFMAY23, 2024	PRESENTPRINCIPALOCCUPATION
James Cowley(1) Utah,United States	Director	January 20, 2011	263,788	Consultant
Marco Gagnon Québec,Canada	Chairman	February 3, 2011	206,500	Executive Vice President of Probe Gold Inc.
Siva Pillay(1) Kent,United Kingdom	Director	March 19, 2013	2,654,666	Managing Director of Ocean Partners Holdings Limited
Steven Pinney(1) (2) Minnesota,United States	Director	June 10, 2013	344,999	Retired executive
Dominique Bouchard(2) Québec,Canada	Director	June 17, 2013	268,205	Retired executive
Brian Ostroff(1) (2) Québec,Canada	Director and President	June 3, 2014	(3)5,011,713	President of Arianne Phosphate Inc.

• 9 -

NAME	OFFICEHELD	DIRECTORSINCE	NUMBER OFSHARESBENEFICIALLY OWNED OROVERWHICHCONTROL ISEXERCISED AS OFMAY23, 2024	PRESENTPRINCIPALOCCUPATION
Claude Lafleur(2) Québec,Canada	Director	August 30, 2018	344,999	Angel Investors – Former CEO Solio Groupe Coopératif
Jeffrey Beck(1) (2) Connecticut,USA	Director and CEO	May 5, 2021	(4)1,198,509	CEO of Arianne Phosphate Inc.
Raef Sully(1) Colorado,USA	Director	January 23, 2023	1,998,722	CEO of Lilac Solutions

(1) Members of the Audit Committee. The chairperson of this committee is Siva Pillay.

(2) Members of the Human Resources and Corporate Governance Committee. The chairperson of this committee is Steven Pinney.

(3) Of these common shares, 463,100 are owned directly by Mr. Ostroff; 1,304,126 are owned by Copia Capital Corp., a company wholly-owned by Mr. Ostroff; 102,500 are owned by Mr. Ostroff’s spouse; 618,800 are owned by the estate of Mr. Ostroff’s mother; 496,500 are owned by Futoplan Corp. Ltd., a company wholly-owned by Mr. Ostroff’s parent; and 2,026,687 are owned by 1415444 Alberta Ltd., a company of which Mr. Ostroff holds less than 13% of the outstanding shares.

(4) Of these common shares, 744,509 are owned by Mr. Beck’s spouse and 454,000 are directly owned.

The information relating to the number of common shares held or over which control is exercised has been provided by each nominee.

The mandate of the directors will expire at the next annual meeting of the shareholders of the Corporation.

All the nominees whose names are hereinabove mentioned have previously been elected directors of the Corporation at a shareholders’ meeting for which an information circular was issued.

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To the knowledge of the Corporation, none of the foregoing nominees for election as a director of the Corporation:

• a) is, or within the last ten years has been, a director, chief executive officer or chief financial officer of any company that:

• i. was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

• ii. was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer, or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer of such company; or

• b) is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• c) has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

• 10 -

Except for Mr. Claude Lafleur, who was a director of Monark Eco Fibre Inc. which filed for and obtained protection under the Companies’ Creditors Arrangement Act (Canada) (“ CCAA ”) in November 2018 and subsequently made an assignment of its property.

To the knowledge of the Corporation, none of the nominees for election as director of the Corporation has been subject to:

• a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

INTERPRETATION

• “ NAMED EXECUTIVE OFFICER ” or “ NEO ” means each of the following individuals:

• a) the Chief Executive Officer (“ CEO ”);

• b) the Chief Financial Officer (“ CFO ”);

• c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, for that financial year; and

• d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

The NEOs who are the subject of this Compensation Discussion and Analysis are Jeffrey Beck - Chief Executive Officer (“CEO”), Brian Ostroff - President, Raphael Gaudreault - Chief Operating Officer (“COO”) and Geneviève Ayotte -Chief Financial Officer (“CFO”).

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION POLICY OBJECTIVES

The executive compensation policy of the Corporation is designed to offer competitive compensation enabling the Corporation to attract and retain qualified, high-calibre staff. It will seek to motivate executive officers to achieve strategic objectives to maximize the long-term return on shareholders' investment.

The strategic initiatives that guide management and directors can be summarized as follows:

Over the short term, the Corporation’s objectives for 2023 were to:

• Reduce cash operating production costs and capital expenses of the Lac à Paul project;

• Sign an “Impact and Benefit Agreement (IBA)” with the First Nations;

• Secure financing for construction and development of the Lac à Paul project (the “Project”).

• 11 -

Over the long term, the Corporation’s goal is to build a profitable phosphate mine, start production and generate economic returns and benefits for our shareholders as well as stakeholders in the Saguenay-LacSt-Jean region. As well, the completion of a feasibility study on the construction of a phosphoric acid plant that could use the available phosphate rock concentrates of the Saguenay region.

COMPONENTS OF AGGREGATE COMPENSATION

The aggregate compensation of the NEOs currently consists of one or more of the following elements:

• a) a base monetary compensation;

• b) annual bonus; and

• c) option grants designed to attract experienced personnel and encourage them to promote the Corporation's interests and activities to the best of their knowledge.

BASE COMPENSATION

The base cash compensation of each NEO is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.

The base cash compensation review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the skills of each NEO. Base compensation is not evaluated against a formal “peer group”. The Board of Directors relies on the general experience of its members in setting base compensation amounts.

BONUS

In addition to a fixed base salary, each NEO is eligible to receive a bonus meant to motivate the NEO and is determined on a case-by-case basis.

The bonus program is based on certain objectives and overall corporate strategy. The amount of the bonus is based upon individual achievements and realization of corporate strategies. The following are the Corporation’s objectives used in 2023 to determine the bonus:

• Reduce cash operating production costs and capital expenses;

• Continue our ongoing effort to communicate with our stakeholders and the community at large; and

• Secure financing for development and construction of the Project

SPECIAL BONUS TO THE PRESIDENT

During the term of his contract agreement, and for a period of six months further to its termination provided that the agreement is not terminated for cause by the Corporation or due to the President’s resignation, the President shall be eligible to a lump-sum bonus of $500,000.00, less applicable deductions, if the Corporation’s Board of Directors approves one of the following transaction with an arm’s length entity. For greater certainty, the expression “arm’s length entity” refers to entities that are not controlled or related to the parties, its affiliate or subsidiary companies, or its representatives or administrators:

a) Transaction pursuant to which 100% of the Corporation’s issued and outstanding shares or 100% of the Corporation’s assets are purchased. If such an event is triggered, the bonus shall only be payable fifteen (15) days further to the closing of the transaction with the arm’s length entity.

• 12 -

b) Obtain formal offers with regard to the financing of the Lac à Paul project for the total estimated project financial requirements, said formal offers containing terms and conditions which are customary for this type of financing. If such an event is triggered, the bonus shall only be payable fifteen (15) days further to the Board of Director’s acceptance of said formal offer.

c) Conclude a material joint venture with a strategic or financial entity who is expected to provide significant benefit to the Corporation, as determined by the Board of Directors in its sole discretion. If such an event is triggered, the bonus shall only be payable fifteen (15) days further to the closing of the joint venture transaction.

LONG-TERM INCENTIVE COMPENSATION

Option grants are an integral part of the compensation program as they reinforce the NEO’s alignment with shareholder value. Option grants are established by the Board of Directors on a continuous basis, based on the progress of the Corporation.

The Corporation has established a formal plan (the “ Stock Option Plan ”) under which stock options are granted to directors, officers, employees, and consultants as an incentive to serve the Corporation in attaining its goal of improved shareholder value. The Board of Directors determines which NEOs (and other persons) are entitled to participate in the Stock Option Plan, determines the number of options granted to such individuals and determines the date on which each option is granted and the corresponding exercise price and expiry date. For further information regarding the Stock Option Plan refer to section “Securities Authorized for Issuance Under Equity Compensation Plans”.

EXTERNAL COMPENSATION CONSULTANTS

During the years ended December 31, 2023, and 2022, the Corporation did not retain the services of executive compensation consultants to assist the Board of Directors in determining compensation for any of the Corporation’s Named Executive Officers or Directors.

COMPENSATION RISK MANAGEMENT

Given the development stage of the Corporation, the Board of Directors has not proceeded to an evaluation of the implications of the risks associated with the Corporation’s compensation policies and practices.

The Board of Directors has adopted a written code of ethics (the “ Code ”) which, among other things, sets out that the Corporation’s directors, officers and employees must not under any circumstance, engage in hedging activities or in any other type of operation with exchange-traded options of the Corporation securities or other types of derivative financial instruments related to the Corporation’s securities, including call and put options. In addition, these individuals must not sell the Corporation’s securities that they do not already own.

A- COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table presents information concerning all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, to NEOs by the Corporation for services in all capacities to the Corporation for the three most recently completed financial year:

• 13 -

					NON-EQUITY INCENTIVE PLAN COMPENSATION($)	NON-EQUITY INCENTIVE PLAN COMPENSATION($)	PENSION VALUE($)
						VE PLAN
						ATION($)
NAME AND PRINCIPAL POSITION					ANNUAL INCENTIVE PLANS	LONG-
			SHARE-	OPTIONS-		TERM		ALL OTHER	TOTAL
		SALARY	BASED	BASED		INCENTIVE		COMPENSATION	COMPENSATION
	YEAR	($)	AWARDS	AWARDS		PLANS		($)	($)
Jeffrey Beck, CEO(1) Brian Ostroff, President (2) Raphael Gaudreault COO(3) Geneviève Ayotte, CFO(5)	2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022	- - - 250,000 248,077 166,538 225,000 225,000 49,327 150,000 25,962	N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A	119,647 187,443 168,800 12,069 11,543 18,600 5,173 - - 5,173 51,348	- - - - - 145,000 - - - - -	- - - - - - - - - - -	- - - - - - - - 779	- - - - - - - - - -	119,647 187,443 168,800 262,069 259 620 330,138 230,173 225,000 49,327 155,173 78,089
Pier-Elise Hebert- Tremblay Former CFO(4)	2022	117,308	N/A	-	-	-	3,496	-	120,804
	2021	124,038	N/A	23,800	25,000	-	3,721	-	176,559
Andrew Malashewsky Former CFO(7)	2021	-	N/A	-	-	-	-	-	-
Jean-Sébastien David Former COO(6)	2021	-	N/A	-	60,000	-	-	163,077	223,077

(1) Mr. Beck was appointed CEO on May 5, 2021.

(2) Mr. Ostroff moved from the position of CEO to the position of President on May 5, 2021.

(3) Mr. Gaudreault was appointed COO on September 21, 2021.

(4) Ms. Hebert-Tremblay was appointed CFO on February 4, 2021, and retired from the CFO position on September 30, 2022.

(5) Ms. Ayotte was appointed CFO on October 3, 2022.

(6) Mr. David retired from the position of COO on August 26, 2021.

(7) Mr. Malashewsky retired from the position of CFO on February 4, 2021. He did not receive any compensation.

The Options-based award value of 2023 and 2022 were accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:

	2023	2022
Weighted average price of share at time of grant	$0.32	$0.48
Weighted average exercise price	$0.32	$0.48
Weighted average risk-free interest rate	3.70%	2.81%
Weighted average expected volatility	77%	74%
Weighted average expected life	3.01 years	4.62 years
Weighted average expected dividend yield	0%	0%
Weighted average fair value of optionsgranted	$0.21	$0.26

• 14 -

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets forth information in respect of all option-based awards outstanding at the end of the most recently completed financial year to the NEOs of the Corporation. The Corporation has no sharebased awards:

NAME	DATE OF ISSUE OR GRANT2	NUMBER OF UNDERLYING SECURITIES UNEXERCISEDOPTIONS	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	VALUE OFUNEXERCISED IN-THE-MONEYOPTIONS ($)1
Brian Ostroff, President Geneviève Ayotte,CFO Jeffrey Beck, CEO Raphael Gaudreault, COO	2014-10-15 2015-06-01 2015-06-29 2016-03-14 2017-04-03 2018-10-04 2019-09-30 2020-07-06 2020-12-08 2021-12-14 2022-11-29 2023-12-29 2022-09-30 2023-12-29 2021-05-04 2021-12-14 2022-05-17 2022-11-29 * 2023-08-17 2023-12-29 2019-09-30 2020-09-15 2023-12-29	200,000 100,000 40,000 150,000 50,000 50,000 75,000 250,000 75,000 75,000 50,000 70,000 200,000 30,000 500 000 100,000 500,000 50,000 500,000 40,000 41 667 20,000 30,000	1.000 0.850 0.860 0.810 0.760 0.580 0.550 0.210 0.200 0.410 0.355 0.245 0.395 0.245 0.500 0.410 0.550 0.355 0.34 0.245 0.440 0.180 0.245	2024-10-14 2025-05-31 2025-06-28 2026-03-13 2027-04-02 2028-10-03 2029-09-30 2030-07-06 2030-12-07 2031-12-14 2032-11-29 2033-12-29 2032-09-30 2033-12-29 2031-05-04 2031-12-14 2032-05-17 2032-11-29 2033-08-17 2033-12-29 2029-09-30 2030-09-15 2033-12-29	- - - - - - - 12,500 4,500 - - - - - - - - - - - - 1,600 -

1 The value of the unexercised vested in-the-money options at fiscal year-end represents the difference between the closing price of the common shares on the TSX Venture Exchange as of December 31, 2023 ($0.26) and the respective exercise price of the stock options. This value has not been, and may never be, realized. The actual gain, if any, will depend on the stock price on the dates, if any, on which the stock options are exercised.

2 The stock options granted to NEO’s vest 1/3 each year from the date of grant, except the grants marked with *, these stock options vest ¼ each 3 months from the date of grant because they are granted as compensation.

VALUE VESTED OR EARNED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

The following table presents information concerning value vested with respect to option-based awards and share-based awards for each NEO during the most recently completed financial year:

• 15 -

NAME	OPTION-BASED AWARDS VALUE VESTED DURING THE YEAR(1) ($)	SHARE-BASED AWARDS VALUE VESTED DURING THE YEAR ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION– VALUE EARNED DURING THE YEAR ($)
JeffreyBeck, CEO	-	N/A	N/A
Brian Ostroff, President	1,500	N/A	N/A
Geneviève Ayotte,CFO	-	N/A	N/A
Raphael Gaudreault,COO	-	N/A	N/A

(1) The value of the vested options during the year represents the aggregate dollar value that would have been realized if the stock options had been exercised on their respective vesting dates, based on the difference between the market (closing) price of the common shares on the date of vesting and the exercise price payable to exercise the stock options.

PENSION PLAN BENEFITS

DEFINED BENEFIT PLAN

The Corporation does not have a defined benefits pension plan.

DEFINED CONTRIBUTION PLAN

On July 1[st] , 2013, the Corporation implemented a defined contribution plan (the “ Plan ”). An individual who has elected to participate in the Plan may make personal contributions to the Plan in an amount equal to a percentage of his or her eligible earnings which must be between 1% and 6% of his eligible earnings. The Corporation will make employer contributions to the Plan for the benefit of each participant in an amount of 50% of the participant’s contribution, subject to a maximum of 3%.

The following table shows the accumulated values for each eligible NEO under the Plan:

NAME	ACCUMULATEDVALUE AT START OF YEAR(1) ($)	COMPENSATORY(2) ($)	ACCUMULATEDVALUE AT YEAR END(3) ($)
Geneviève Ayotte,CFO	779	4,500	5,279
Raphael Gaudreault, COO	5,331	-	5,331

(1) The accumulated value at start of year is the account balance as at December 31, 2022.

(2) The compensatory component represents the amount of employer contributions from January 1, 2023, to December 31, 2023.

(3) The accumulated value at year end is the account balance as at December 31, 2023.

TERMINATION AND CHANGE OF CONTROL BENEFITS

At the end of the most recently completed financial year, there were no employment contracts, agreements, plans, or arrangements for payments to a NEO, at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of the Corporation, or a change in a NEO's responsibilities, except as follows.

Pursuant to an employment agreement dated March 14, 2016, between Mr. Brian Ostroff (President) and the Corporation, if the employment of Mr. Ostroff, is terminated by the Corporation for any reason other than for cause, including a change of control, the Corporation is required to pay to Mr. Ostroff a lump sum equal to twelve (12) months base salary (i.e. $280,000 based on his current base salary).

Pursuant to an employment agreement dated July 28, 2021 between Mr. Raphael Gaudreault (Chief Operating Officer) and the Corporation, if the employment of Mr. Gaudreault is terminated for any reason other than for cause, including a change of control, the Corporation is required to pay to Mr. Gaudreault a

• 16 -

lump sum amount equal to one (1) times his then annual base salary (i.e. $245,000 based on his current base salary).

Pursuant to an employment agreement dated September 15, 2022, between Mrs. Geneviève Ayotte (Chief Financial Officer) and the Corporation, if the employment of Mrs. Ayotte, is terminated by the Corporation for any reason other than for cause, including a change of control, the Corporation is required to pay to Mrs. Ayotte a lump sum equal to twelve (12) months base salary (i.e. $162,000 based on her current base salary).

For the purpose of Mr. Gaudreault’s, Mr. Ostroff’s and Mrs. Ayotte agreements, “change of control” is defined as follows:

• a) a person or a group of persons acting jointly or in concert (i) becomes the owner, directly or indirectly, of fifty (50%) percent or more of the voting shares in the capital of the Corporation or (ii) holds a sufficient number of voting shares to allow them to vote in the majority of the directors of the Corporation;

• b) a sale of substantially all of the property or asset of the Corporation (other than to an affiliate which assumes all of the obligations of the Corporation);

• c) a person or a group of persons acting jointly or in concert presents a public offer with respect to the buying or exchanging of shares on fifty (50%) percent or more of the voting shares of the Corporation that is followed by an approval of the shareholders; or

• d) at any time when the majority of the persons acting as directors of the Corporation at the date the agreement is effective cease to be director and the majority of the replacing directors of the Corporation are not the persons proposed by the senior management of the Corporation at an unchallenged election.

B- DIRECTORS COMPENSATION

DIRECTOR COMPENSATION TABLE

The following table sets forth information with respect to all amounts of compensation provided to the directors who were not NEOs of the Corporation for the most recently completed financial year:

NAME			OPTION-BASED AWARDS ($)	NON-EQUITY		ALL OTHER COMPENSATION ($)
	FEES	SHARE-BASED		INCENTIVE PLAN	PENSION
	EARNED	AWARDS		COMPENSATION	VALUE		TOTAL
	($)	($)		($)	($)		($)
Marco Gagnon Raef Sully Siva Pillay Steven Pinney Dominique Bouchard Claude Lafleur James Cowley	- - - - - -	- - - - - -	30,798 83,296 10,345 8,621 6,897 6,897 6,897	- - - - - -	- - - - - -	- - - 29,125 - -	30,798 83,296 10,345 8,621 36,022 6,897 6,897

The Options-based awards value of 2023 were accounted for at their fair value determined by the BlackScholes option pricing model based on the vesting period and on the following weighted average assumptions:

• 17 -

	2023
Weighted average price of share at time of grant	$0.29
Weighted average exercise price	$0.29
Weighted average risk-free interest rate	3.32%
Weighted average expected volatility	74.91%
Weighted average expected life	3.23 years
Weighted average expected dividend yield	0%
Weighted average fair value of optionsgranted	$0.20

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the most recently completed financial year to the directors who were not NEOs of the Corporation:

NAME	DATE OF ISSUE OR GRANT2	NUMBER OF UNDERLYING SECURITIES UNEXERCISEDOPTIONS	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS($)1
Dominique Bouchard James Cowley Marco Gagnon	2014-04-10 2014-10-15 2015-06-01 2017-04-03 2017-12-14 2018-10-04 2019-09-30 2020-07-06 2020-12-08 2021-12-14 2022-11-29 2023-12-29 2015-06-01 2017-04-03 2018-10-04 2019-09-30 2020-12-08 2021-12-14 2022-11-29 2023-12-29 2014-04-10 2015-06-01 2017-04-03 2018-10-04 2019-09-30 2020-12-08 2021-05-04 2021-12-14 2022-11-29 2023-01-24 2023-12-29	60,000 100,000 85,000 60,000 40,000 100,000 100,000 150,000 100,000 100,000 80,000 40,000 40,000 50,000 50,000 40,000 40,000 90,000 40,000 40,000 60,000 40,000 50,000 50,000 70,000 50,000 50,000 90,000 40,000 60,000 100,000	1.300 1.000 0.850 0.760 0.620 0.580 0.550 0.210 0.200 0.410 0.355 0.245 0.850 0.760 0.580 0.550 0.200 0.410 0.355 0.245 1.300 0.850 0.760 0.580 0.550 0.200 0.500 0.410 0.355 0.340 0.245	2024-04-09 2024-10-14 2025-05-31 2027-04-02 2027-12-13 2028-10-03 2029-09-30 2030-07-06 2030-12-07 2031-12-14 2032-11-29 2033-12-29 2025-05-31 2027-04-02 2028-10-03 2029-09-30 2030-12-07 2031-12-14 2032-11-29 2033-12-29 2024-04-09 2025-05-31 2027-04-02 2028-10-03 2029-09-30 2030-12-07 2031-05-04 2031-12-14 2032-11-29 2033-01-24 2033-12-29	- - - - - - - 7,500 6,000 - - - - - - - - - - - - - - - - 3,000 - - - - -

• 18 -

NAME	DATE OF ISSUE OR GRANT2	NUMBER OF UNDERLYING SECURITIES UNEXERCISEDOPTIONS	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS($)1
Claude Lafleur	2018-08-30 2019-09-30 2020-12-08 2021-12-14 2022-11-29 2023-12-29	200,000 65,000 40,000 40,000 40,000 40,000	0.410 0.550 0.200 0.410 0.355 0.245	2028-08-29 2029-09-30 2030-12-08 2031-12-14 2032-11-29 2033-12-29	- - 2,400 - - -
Siva J. Pillay	2014-04-10 2015-06-01 2015-09-04 2016-03-14 2017-04-03 2018-10-04 2019-09-30 2020-12-08 2021-12-14 2022-11-29 2023-12-29	60,000 40,000 25,000 25,000 70,000 70,000 65,000 60,000 50,000 50,000 60,000	1.300 0.850 0.860 0.810 0.760 0.580 0.550 0.200 0.410 0.355 0.245	2023-06-02 2024-04-09 2025-05-31 2025-09-03 2026-03-13 2027-04-02 2028-10-03 2029-09-30 2030-12-07 2031-12-14 2033-12-29	- - - - - - - 3,600 - - -
Steven Pinney	2014-04-10 2015-06-01 2017-04-03 2018-10-04 2019-09-30 2020-12-08 2021-12-14 2022-11-29 2023-12-29	60,000 40,000 50,000 50,000 55,000 50,000 50,000 50,000 50,000	1.300 0.850 0.760 0.580 0.550 0.200 0.410 0.355 0.245	2024-04-09 2025-05-31 2027-04-02 2028-10-03 2029-09-30 2030-12-07 2031-12-14 2032-11-29 2033-12-29	- - - - - 3,000 - - -
Raef Sully	* 2022-11-29 2023-01-24 2023-12-29	200,000 300,000 90,000	0.355 0.340 0.245	2032-11-29 2033-01-24 2033-12-29	- - -

1 The value of the unexercised vested in-the-money options at fiscal year-end represents the difference between the closing price of the common shares on the TSX Venture Exchange as of December 31, 2023 ($0.26) and the respective exercise price of the stock options. This value has not been, and may never be, realized. The actual gain, if any, will depend on the stock price on the dates, if any, on which the stock options are exercised.

2 The stock options granted to director’s vest 1/3 each year from the date of grant, except the grants marked with *, these stock options vest ¼ each 3 months from the date of grant because they were granted as consultant.

VALUE VESTED OR EARNED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

The following table presents information concerning value vested with respect to option-based awards and share-based awards for the directors who were not NEOs of the Corporation during the most recently completed financial year:

• 19 -

NAME	OPTION-BASED AWARDS– VALUE VESTED DURING THE YEAR(1) ($)	**SHARE-BASED AWARDS– **	NON-EQUITY INCENTIVE PLAN COMPENSATION– VALUE EARNED DURING THE YEAR ($)
		VALUE VESTED DURING THE
		YEAR
		($)
Marco Gagnon	1,000	N/A	N/A
Dominique Bouchard	2,000	N/A	N/A
James Cowley	800	N/A	N/A
Claude Lafleur	800	N/A	N/A
Siva Pillay	1,200	N/A	N/A
Steven Pinney	1,000	N/A	N/A
Raef Sully	-	-	-

• (1) The value of the vested options during the year represents the aggregate dollar value that would have been realized if the stock options had been exercised on their respective vesting dates, based on the difference between the market (closing) price of the common shares on the date of vesting and the exercise price payable to exercise the stock options.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

PLANS

The following table sets out certain details as of December 31, 2023, the end of the Corporation's financial year, with respect to compensation plans pursuant to which equity securities of the Corporation are authorized for issuance.

PLANCATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	NUMBER OF SECURITIES REMAINING
			AVAILABLE FOR FUTURE ISSUANCE
			UNDER EQUITY COMPENSATION
			PLANS(EXCLUDING SECURITIES
			REFLECTED IN COLUMN(A))
EQUITY COMPENSATION PLANS APPROVED BY THE SHAREHOLDERS	41,752,945	$0.37	19,680,927
EQUITY COMPENSATION PLANS NOT APPROVED BY THE SHAREHOLDERS	-	-	-
TOTAL	41,752,945	$0.37	19,680,927

STOCK OPTION PLAN

Pursuant to the Stock Option Plan, the Board of Directors may, from time to time and at its discretion, grant to directors, officers, employees, management, company employees or consultants of the Corporation options to acquire common shares of the Corporation. Pursuant to the Stock Option Plan:

1. The maximum number of common shares which may be issued under the Stock Option Plan shall be equal to ten percent (10%) of the issued and outstanding common shares of the Corporation from time to time;

2. Any common shares underlying options that have expired without being exercised shall be subsequently available for other awards under the Stock Option Plan;

3. The maximum number of common shares which may be reserved for issuance in favour of an option, in any twelve (12) month period, is limited to 5% of the common shares issued and outstanding;

4. 20 -

5. The total number of options awarded to a consultant within a 12-month period shall not exceed 2% of the issued and outstanding common shares of the Corporation. Options awarded to a consultant shall be acquired in instalments over a 12-month period following their awarding, at a rate of 25% per three-month period;

6. The total number of options awarded to all persons providing investor relations services within a 12-month period shall not exceed 2% of the issued and outstanding common shares of the Corporation. Options awarded to any person providing investor relations services shall be acquired in instalments over a 12-month period following their awarding, at a rate of 25% per three-month period. No acceleration of the vesting provision is allowed without prior TSX Venture Exchange (the “ Exchange ”) acceptance, in connection with options held by persons providing investor relations services;

7. The total number of options awarded to insiders (as a group), within a 12-month period, shall not exceed 10% of the number of issued and outstanding common shares of the Corporation at the time of the award (on an undiluted basis) unless disinterested shareholder approval is obtained.

8. The Board of Directors shall fix the price at which an option holder may purchase a common share upon exercise of such option, which price shall not be less than the closing price of the common shares on the Exchange, subject however to a minimum exercise price of $0.10;

9. Options are exercisable for a maximum period of ten (10) years;

10. Upon the termination of an option holder’s employment or of the Corporation’s relationship with a consultant for just cause, any options that have not yet been exercised shall immediately terminate. Upon an option holder’s early retirement, resignation, termination of employment or end of his duties for any reason other than death or just cause, the expiry date of any options held by such option holder shall be deemed to be the earlier of the expiry date set forth on his option certificate or the date that is twelve (12) months after the termination of employment or after he ceased to hold a position or perform his duties. In the case of a person who provides investor relations services, the expiry date of any options he held shall be deemed to be the earlier of the expiry date set forth on the option certificate or the date that is thirty (30) days after he ceased to perform his duties. If an option holder dies or, in the opinion of the Board of Directors, becomes permanently disabled, the options he was awarded or the remainder thereof may be exercised by the option holder or his legatees under the provisions of his last will and testament or by his personal representative. The options shall be exercised no later than the earlier of (i) the expiry date of the options or (ii) the expiry of a period of twelve (12) months after the date of the option holder’s death or permanent disability;

11. The vesting of the rights under each option shall occur in three equal annual instalments, commencing on the first anniversary of the grant date of the option; and

12. The options are non-assignable and not transferable.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the fiscal year ended December 31, 2023, and as at the date of this Circular, none of the directors, executive officers, employees (or previous directors, executive officers or employees of the Corporation), each proposed nominee for election as a director of the Corporation (or any associate of a director, executive officer or proposed nominee) was or is indebted to the Corporation with respect to the purchase of securities of the Corporation and for any other reason pursuant to a loan.

• 21 -

APPOINTMENT OF THE AUDITORS

The auditors of the Corporation are Raymond Chabot Grant Thornton, LLP/s.r.l./s.e.n.c.r.l., chartered accountants (“ Raymond Chabot Grant Thornton LLP ”).

The Board of Directors recommends that Raymond Chabot Grant Thornton LLP be appointed as the Corporation’s auditors for the financial year ending December 31, 2024, and that the Board of Directors be authorized to fix the remuneration of the auditors.

THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE IN FAVOUR OF THE APPOINTMENT OF RAYMOND CHABOT GRANT THORNTON LLP AS AUDITORS OF THE CORPORATION AND IN FAVOUR OF THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER SPECIFIES IN THE FORM OF PROXY TO WITHHOLD FROM VOTING IN THIS REGARD.

APPROVAL OF THE STOCK OPTION PLAN

The material terms and conditions of the Stock Option Plan are set out under the heading “Stock Option Plan” in this Circular.

Under the Stock Option Plan, the Board of Directors may, from time to time and at its discretion, grant to directors, officers, employees, management, company employees or consultants of the Corporation options to acquire common shares of the Corporation, provided that the number of options granted does not exceed a maximum of 10% of the aggregate number of common shares of the Corporation issued and outstanding.

Consequently, the number of common shares that are reserved under the Stock Option Plan is automatically increased or decreased as the number of issued and outstanding common shares of the Corporation increases or decreases.

This is known as a “rolling” stock option plan.

Under the rules of the Exchange, a “rolling” stock option plan must receive shareholder approval yearly, at the annual meeting of shareholders.

Accordingly, the Corporation’s shareholders will be asked to adopt the following resolution:

“IT IS RESOLVED;

1. THAT the Stock Option Plan of the Corporation, as described in the Circular dated May 23, 2024 be and it is hereby approved and confirmed; and

2. To authorize any one director or officer of the Corporation to do all acts and things, to execute and to deliver all agreements, documents and instruments, to give all notices and to deliver file and distribute all documents and information with such person determined to be necessary or desirable in connection with or to give effect to and carry out the foregoing resolution.”

In order to be adopted, the resolution must be approved by a majority of the votes cast by the Shareholders, either present in person or represented by proxy at the Meeting.

UNLESS OTHERWISE SPECIFIED, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE IN FAVOUR OF THE RESOLUTION APPROVING THE STOCK OPTION PLAN.

• 22 -

INTEREST OF INFORMED PERSONS IN MATERIAL OPERATIONS

On March 18, 2021, the Corporation entered into an agreement with its senior secured lender Mercury Financing Corp. (“ Mercury ”) by which Mercury agreed to exercise its 26,780,000 warrants that it held, thereby reducing the amount owed under the credit facility by roughly $6.6M to $24.9M (the “ Loan ”). Further, Mercury also agreed to extend the Loan under the credit facility for a period of 5 years and reduce the annual interest rate to 8% from the previous 15%. In conjunction with the amended credit facility, Mercury received 32 million non-transferable share purchase warrants, exercisable at a price of $0.33 per share for a period of 5 years., which were subject to a “warrant blocker” provision such that they could not be exercised if the number of common shares held by Mercury exceeded 19.9% of the issued and outstanding common shares of the Corporation. On May 16, 2023, Mercury announced that it distributed 28,000,000 common shares of the Corporation to its securityholders by way of a return of capital. As of the May 23, 2024, Mercury beneficially owns and controls 11,801,230 common shares of the Corporation, representing approximately 5.82% of the outstanding shares on a non-diluted basis, and 17.97% on a partially diluted basis.

Other than that the management of the Corporation is not aware of any material interest, direct or indirect, that any director, proposed director, officer, shareholder of the Corporation holding, directly or indirectly, as beneficial owner, more than 10% of the outstanding common shares of the Corporation or any associate or affiliate of any such person would have in any material transaction concluded since the beginning of the last financial year of the Corporation or in any proposed transaction which had or could have a material effect on the Corporation, other than what is disclosed in this Circular.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation or any of its subsidiaries which are to any substantial degree performed by a person or a company other than the directors or executive officers of the Corporation or any of its subsidiaries.

AUDIT COMMITTEE

THE AUDIT COMMITTEE'S CHARTER

The text of the Audit Committee's charter is attached hereto as Schedule B.

COMPOSITION OF THE AUDIT COMMITTEE

The following are the current members of the Audit Committee:

NAME	INDEPENDENCE (1)	FINANCIALLITERACY (1)
James Cowley	Independent	FinanciallyLiterate
Siva Pillay	Independent	FinanciallyLiterate
Steven Pinney	Independent	FinanciallyLiterate
Raef Sully	Independent	FinanciallyLiterate
Brian Ostroff	Non-Independent	FinanciallyLiterate
Jeff Beck	Non-Independent	FinanciallyLiterate

(1) The definition of Independence and Financial Literacy are found in Regulation 52-110 - Audit Committee.

• 23 -

RELEVANT EDUCATION AND EXPERIENCE

The education and experience of each audit committee member that are relevant to the performance of his responsibilities as an audit committee member is set out below.

James Cowley is a Metallurgical Engineer with an MBA in Finance. His 44-year career in engineering, project development, project finance, marketing, sales and distribution of raw materials and refined metals with Exxon, Climax Molybdenum, Amax, Bond International Gold, Rio Tinto and as a consultant, among others for Hecla Mining Company, give him insight to Arianne’s development challenges.

Siva Pillay graduated from Southampton University in 1984, with a BSc Joint Honors in Accounting and Law. After 15 years of experience with various banks (The Bank of New York, Fortis and Standard Bank) working in commodity finance and related fields, Mr. Pillay established his own boutique advisory company arranging Trade Project Finance. In 2004, Mr. Pillay assisted with the Ocean Partners MBO and subsequently in 2005 joined the company.

Steven Pinney is a 33-year veteran of the Mosaic Company and Cargill Inc., having served in various mining and operations roles from production management to President of Cargill Fertilizer, then finishing his career at Mosaic as Senior Vice President of Phosphates and Supply Chain for a business unit with $4.5 billion in annual revenue. Steve’s experience in phosphate incudes production, manufacturing, procurement, environmental, health and safety, finance, human resources, public and governmental affairs and engineering. His broad management experience focused on the entire phosphate mining to fertilizer products value chain will greatly enhance Arianne’s strategic development as a new global phosphate producer.

Raef Sully is a 10-year veteran of Nutrien Ltd. (and its predecessor Potash Corp.), having most recently served as its Executive Vice President and CEO of their nitrogen and phosphate divisions. As head of these divisions, Dr. Sully was responsible for the leadership of its sizeable workforce and multi-billion-dollar revenue and EBITDA streams. Before his role at Nutrien Ltd., Dr. Sully was with Bain & Company in both Sydney, Australia and Houston, Texas. He is since July 2023 COO of Lilac Solutions, then CEO from February 2024.

Brian Ostroff is a graduate of the University of Toronto (1986) having joined RBC Dominion Securities in 1987. In 1999 Mr. Ostroff joined M&A advisory firm Goodrich Capital where he was the Canadian managing partner overseeing mandates across a spectrum of industries with a focus on display technologies and mining. In 2004, Mr. Ostroff moved over to the trading side of the business as a proprietary trader with a large Canadian bank and then subsequently on his own for four years. Mr. Ostroff joined Windermere Capital in 2009 until 2022; his area of focus was the junior and mid-tier mining sector.

Jeffrey Beck was the Founding Managing Director and Chairman of Ocean Partners Holding Limited, a base and precious metals trading company, from 2004 to 2020. Prior to this, Mr. Beck led Pechiney World Trade’s (“PWT”) Ores and Concentrates Division from 1992 to 2004. Mr. Beck graduated from Queen's University in Mining (1980) and while working at ASARCO’s Tennessee zinc mines he also received his MBA from the University of Tennessee (1983). He then spent time at ASARCO headquarters in NYC in the Ores and Concentrates Department and with Elders Raw Materials before joining PWT.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation's financial year ended December 31, 2023 was a recommendation of the audit committee to nominate or compensate an external auditor not adopted by the Board of Directors.

• 24 -

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Corporation's financial year ended December 31, 2023 has the Corporation relied on the exemption provided under section 2.4 ( De minimis Non-audit Services ) of Regulation 52-110 - Audit Committees (“ Regulation 52-110 ”) or an exemption from Regulation 52-110, in whole or in part, granted under Part 8 of Regulation 52-110 (Exemptions).

PRE-APPROVAL POLICIES AND PROCEDURES

The audit committee has adopted specific policies and procedures for the engagement of non-audit services as described in its charter attached hereto as Schedule B.

EXTERNAL AUDITOR SERVICE FEES

The aggregate fees billed by the Corporation's external auditors during the financial years ended December 31, 2023, and 2022 were as follows:

FINANCIALYEARENDED DECEMBER31	AUDITFEES1	**AUDITRELATEDFEES2 **	**TAXFEES3 **	ALLOTHERFEES 4
2023	$83,000	-	$10,500	-
2022	$42,500	-	$8,000	-

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

• 2 Audit-related fees are fees billed for assurance and related services by the Corporation’s external auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements.

• 3 Tax fees billed by the external auditor for tax compliance, tax advice and planning.

• 4

All other fees are fees billed by the external auditor for products and services not included in the categories described above.

EXEMPTION

Pursuant to section 6.1 of Regulation 52-110, the Corporation is not required to comply with Parts 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of Regulation 52-110 given that it is a venture issuer, as defined in Regulation 52-110.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Regulation 58-101 - Disclosure of Corporate Governance Practices and Policy Statement 58-201 to Corporate Governance Guidelines set out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer, such as the Corporation, must disclose on an annual basis and in prescribed form, the corporate governance practices that it has adopted. The following is the Corporation's required annual disclosure of its corporate governance practices.

BOARD OF DIRECTORS

Management is nominating nine (9) individuals to the Corporation’s Board of Directors.

1. Independent Directors

The independent directors of the Corporation are Marco Gagnon, Siva Pillay, Steven Pinney, James Cowley, Raef Sully, Dominique Bouchard and Claude Lafleur.

• 25 -

2. Non-Independent Directors

The non-independent directors of the Corporation are Brian Ostroff because he is the President of the Corporation and Jeffrey Beck because he is the CEO of the Corporation.

DIRECTORSHIPS

The following directors are currently directors of another issuer that is a reporting issuer (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction.

NAME OFDIRECTOR	ISSUER
Brian Ostroff	Madoro Metals Corp

ORIENTATION AND CONTINUING EDUCATION

The directors keep up to date and receive copies of all the necessary and latest information during meetings of the Board of Directors, the Audit Committee and the Human Resources and Corporate Governance Committee. Because of the limited number of directors and the venture nature of the Corporation, no formal training system has been created.

ETHICAL BUSINESS CONDUCT

The Corporation’s Code of Ethic sets out the Board of Directors’ expectations for the conduct of the personnel in their dealings on behalf of the Corporation. Any such person who becomes aware of a violation of the Code must report such violation to an officer of the Corporation. The Board of Directors has delegated to the Human Resources and Corporate Governance Committee the responsibility of ensuring compliance with, or any derogation from, the Code. Compliance with the Code is an essential condition of employment, and any violation to the Code may result in appropriate disciplinary action, to be determined by the management of the Corporation, and may even lead to dismissal. A copy of the Code may be obtained on SEDAR+ at www.sedarplus.ca.

To encourage and promote a culture of ethical business conduct, the Corporation has also adopted the following internal policies: an anti-bribery and anti-corruption policy, an insider trading and blackout policy, a disclosure policy and a financial approval authority policy.

NOMINATION OF DIRECTORS

Because the Corporation is still in its development phase, no formal nominating committee has been established to propose candidates for the Board of Directors. As a matter of practice, it is expected that the Chairman of the Board of Directors propose qualified candidates to fill vacant positions on the Board of Directors to the Human Resources and Corporate Governance Committee. If a candidate is approved by the Human Resources and Corporate Governance Committee, the latter's name will then be submitted to the Board of Directors for its approval.

COMPENSATION

The Human Resources and Corporate Governance Committee regularly assesses compensation policies in view of practices in the marketplace, the practices and risks typical of the industry and the inherent responsibilities of being an effective director. The Corporation's main activity is developing the Lac à Paul phosphate project, and, at the present time, it is not generating any profits.

• 26 -

To determine the compensation of the directors, the Board of Directors notably takes into account the contribution made by each person to the Corporation and the financial resources available to the Corporation. To date, the Corporation's directors have not received any compensation in cash for the services they have rendered in their capacity as directors. The determination of the NEO’s compensation is described in Section “Compensation of Executive Officers and Directors”.

OTHER COMMITTEES OF THE BOARD OF DIRECTORS

Apart from the Audit Committee and the Human Resources and Corporate Governance Committee, the Board of Directors has no other formal committee. Ad-hoc committees can be formed when needed.

The Human Resources and Corporate Governance Committee is composed of Steven Pinney (independent), Chair of the Committee, Dominique Bouchard (independent), Brian Ostroff (non-independent) and Claude Lafleur (independent).

ASSESSMENTS

A mechanism has been implemented by the Human Resources and Corporate Governance Committee to evaluate the contribution and performance of the Board of Directors, and each of the board's Committees.

AMENDMENT TO BY-LAWS

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, adopt a resolution to ratify the new By-laws of the Corporation as attached in Schedule A to the Circular.

On May 23, 2024, the Board approved the new By-laws of the Corporation in order to modernize them and to take into consideration the rules enacted under the Business Corporations Act (Québec).

The Board of Directors and management believe that the new By-laws are in the best interests of the Corporation and its Shareholders and, consequently, recommend that the Shareholders vote FOR the approval of the resolution ratifying the adoption of the new By-laws.

OTHER BUSINESS ON THE AGENDA

Management of the Corporation has no knowledge of any changes regarding the items described in the enclosed Notice of Meeting nor of any other business which could be submitted to the Meeting, except for those items mentioned in the Notice of Meeting. However, if any change or other business is validly brought before the Meeting, the attached proxy form confers a discretionary power on the persons designated therein to vote as they see fit on the changes regarding any such items mentioned in the Notice of Meeting or on any other business.

ADDITIONAL INFORMATION

The Corporation's financial information is included in its comparative annual financial statements and notes thereto and in its accompanying Management's Discussion and Analysis for the fiscal year ended December 31, 2023. Copies of these documents and additional information concerning the Corporation can be found on the Corporation’s SEDAR+ profile at www.sedarplus.ca and may also be obtained upon request to the secretary of the Corporation at 901 Talbot blvd, Suite 302, Saguenay, Québec, G7H 6N7; Tel: 418549-7316; Email: info@arianne-inc.com.

• 27 -

APPROVAL

The Board of Directors of the Corporation has approved the contents of the Circular and its transmittal to the shareholders.

Dated this 23[th] day of May 2024

(s) Genevieve Ayotte Geneviève Ayotte Chief Financial Officer

• 28 -

SCHEDULE A

ARIANNE PHOSPHATE INC.

(the “Corporation”)

BY-LAWS 2024-01 (the “By-Laws”)

ARTICLE 1

INTERPRETATION

• 1.1 Definitions. The definitions set out in the Business Corporations Act (CQLR., c. S-31.1), and in any amendment or successor act thereto (collectively, the “Act”), shall apply to the terms used in these By-Laws.

• 1.2 Computation of Time. The computation of time or any period in days shall be based on the provisions of the Interpretation Act (CQLR, c. I-16), and any amendment or successor act thereto.

• 1.3 Signature. Any signature required on a notice of shareholder meeting or any other document that must be sent or provided by the Corporation, its directors or its officers or on their behalf may be handwritten or reproduced mechanically or electronically.

• 1.4 Certificate. A transfer certificate made by the Corporate Secretary or by any other duly authorized officer of the Corporation in office when the certificate was prepared, or by any officer, transfer agent or registrar who records the transfer of shares of the Corporation shall be conclusive evidence, enforceable against any shareholder, of the sending or delivery of any notice of meeting or any other document that must be sent or provided by the Corporation, its directors or its officers, or on their behalf.

ARTICLE 2

SHAREHOLDERS

• 2.1 Annual Meeting. The annual meeting of shareholders of the Corporation shall be held each year on such date and at such time as may be fixed by the Board of Directors (the “ Board ”), to receive and consider the financial statements of the Corporation together with the report of the auditor thereon, to elect directors, to appoint the auditor and to fix or to authorize the Board to fix its remuneration, and to consider, deal with and dispose of such other business as may lawfully come before the meeting.

The annual meeting of shareholders shall be held at the head office of the Corporation or at any other place in the province of Quebec, which may be determined by the Board.

Any annual meeting may also constitute a special meeting to consider, deal with and dispose of any business to be considered, dealt with and disposed of at any special meeting.

• 2.2 Special Meeting. A special meeting of shareholders may be called at any time as determined by

• A1 -

the Board.

Special meetings of shareholders shall be held at the head office of the Corporation or at such other place, within or outside Quebec, as may be determined by the Board. However, if directors are to be elected at a special meeting of shareholders, such meeting shall be held within the province of Quebec.

• 2.3 Special Meeting Called at the Request of Shareholders. It shall be incumbent upon the Board to call a special meeting of shareholders whenever required in writing to do so by the shareholders holding no less than 10% of the issued shares of the Corporation of the class or classes that, at the date of the request, carry the right to vote at the meeting so requested. The request shall indicate the purposes of the upcoming meeting, the business of which shall lie within the competence of a meeting of the shareholders. If the meeting is not called within 21 days from the date upon which the request for the meeting was received at the head office of the Corporation to the attention of the Corporate Secretary, any shareholder who signed the request may call such special meeting.

• 2.4 Notice of Meetings. Notice of each annual or special meeting of shareholders shall be sent to the shareholders entitled to attend such meeting by any means of delivery authorized by law, at the discretion of the person charged with giving such notice, to the respective address of the recipients recorded in the registers of the Corporation, at least 21 days prior to the date fixed for such meeting. If the address of any shareholder does not appear in the registers of the Corporation, then the said notice may be sent to such address as the person sending the notice may consider to be the most likely address at which the notice will reach such shareholder promptly. Irregularities in the notice or in the sending thereof, including the accidental omission to give notice or the nonreceipt thereof by any of the shareholders, shall not invalidate any proceedings at any such meeting.

• 2.5 Record Date. The Board may fix, in advance, in accordance with the articles and applicable securities laws, a record date for the determination of the shareholders entitled to receive notice of a shareholders meeting and vote at a shareholders meeting.

• 2.6 Joint Shareholders. In the case of joint shareholders, any notice of meeting or other document that must be sent to shareholders may be sent to the joint shareholder whose name first appears in the registers of the Corporation in respect of such shares. Any notice or document so sent shall be deemed sufficient to release the sender from sending such notice or document to each joint shareholder.

• 2.7 Chair of the Meeting. The Chair of the Board or, if there is none, the President of the Corporation, or any other person as may from time to time be appointed as such by the Board, shall preside at meetings of shareholders.

• 2.8 Quorum. Two individuals, whether shareholders or proxyholders, personally present and representing personally or by proxy 5 % of the issued and outstanding shares of the Corporation carrying the right to vote at the meeting, shall constitute the necessary quorum for the transaction of business at any meeting of shareholders.

Should a quorum exist at the commencement of a meeting, the shareholders present or represented may proceed with the business for which it was originally called whether or not the quorum is maintained for the duration of the meeting.

• A2 -

Should a quorum exist at an adjourned meeting, said meeting may proceed, failing which, a new meeting shall be convened.

• 2.9 Conduct of Meetings. Any meeting of shareholders may be held in person or otherwise in accordance with the provisions of the Act, solely or in part, by the use of any equipment or medium that enables all participants to communicate directly with one another during the meeting.

Any person participating in a meeting by such means will be deemed to be present at the meeting and, provided he/she/it is entitled to vote at the meeting, may cast his/her/its vote using any such means if it allows the vote to be verified afterwards and protects the secrecy of the vote if a ballot is requested.

• 2.10 Proxy. The Board may set a date and time limit when instruments of proxy to be used at a meeting must be deposited with the Corporation or its mandatary; such date and time limit shall not precede the meeting by more than 48 hours.

The Board may also permit details of proxies to be used at or in connection with a meeting and deposited with the Corporation or its mandatary at a location other than that at which such meeting shall be held to be sent by facsimile to the Corporate Secretary of the Corporation prior to the meeting. In such a case, such proxies, if they are otherwise regular, shall be valid and the votes given under their authority shall be counted.

• 2.11 Decisions Made by the Majority. Unless otherwise provided in the Act, any matters submitted to a meeting of shareholders will be decided by a simple majority (50% + 1) of the votes validly cast. In the case of joint shareholders, unless they indicate otherwise, any one of such persons attending the meeting shall be authorized to cast those votes which may be cast at the meeting and, where more than one joint shareholder is in attendance, only the person whose name first appears in the securities register of the Corporation in respect of the shares carrying votes shall be authorized to cast such vote at the meeting.

• 2.12 Vote by a Show of Hands. Unless a vote by secret ballot is requested in the manner prescribed below, the vote shall be taken by a show of hands. In such a case, the shareholders shall vote by raising their hands, and the number of votes shall be calculated in accordance with the number of raised hands.

• 2.13 Secret Ballot. A shareholder entitled to vote or a proxyholder may request the vote to be taken by secret ballot. A request for a vote by secret ballot may be made at any time prior to the adjournment of the meeting, even after the holding of a vote by a show of hands, and such a request may also be withdrawn. Each shareholder or proxy shall remit to the scrutineers one or more ballots, on which he shall enter the manner in which he shall cast the votes he has and, where applicable, his name and the number of votes he has. Whether or not a vote by a show of hands has previously been taken on the same matter, the result of a secret ballot shall be deemed to represent the resolution of the meeting in respect thereof.

• 2.14 Procedure at Meetings. The Chair of any meeting of shareholders shall be responsible for conducting the procedure thereat in all respects, and his/her decision on any matter, even a matter pertaining to the validity or non-validity of a proxy and the receivability or non-receivability of a motion, shall be final and binding on all the shareholders.

• A3 -

A declaration by the Chair of the meeting that a resolution has been carried or not carried, with or without qualification of unanimity, by a particular majority, shall be conclusive evidence of the fact.

At all times during the meeting, the Chair of the meeting, of his/her own initiative or with the assent of the shareholders given by a simple majority, for a valid reason, such as a disturbance or confusion rendering the harmonious and orderly conduct of the meeting impossible, has the authority to adjourn the meeting from time to time and no notice of any such adjourned meeting to a given date need be given.

• 2.15 Scrutineers. The Chair at any meeting of shareholders may appoint scrutineers (who may but need not be directors, officers, employees or shareholders of the Corporation), who shall act in accordance with his/her directives.

• 2.16 Resolution in lieu of Meeting. A resolution in writing, signed by all the shareholders entitled to vote on that resolution, is as valid as if it had been passed at a meeting of shareholders. The resolution must be kept with the minutes of the meetings of shareholders.

ARTICLE 3 BOARD OF DIRECTORS

• 3.1 Number. The Corporation shall be managed by a Board composed of the fixed number of directors indicated in its articles of incorporation. If the articles of incorporation establish a minimum and a maximum number of directors, the Board shall be composed of the fixed number of directors, although no less than three, established by resolution of the Board or, failing this, selected by the shareholders within such limits.

• 3.2 Election of Directors. Except where a director is appointed to fill a vacancy created during the course of a term in office, or where an additional director is appointed pursuant to the Act, or where one or more additional directors are elected at a special meeting, the directors shall be elected by the shareholders at the annual shareholders meeting.

• 3.3 Term. The term of office of each director is one year, beginning on the date the meeting at which he or she was elected and ending at the close of the following annual shareholders meeting, or upon election of a successor. An appointed director holds office for the unexpired term of his or her predecessor or, for additional directors appointed by the Board pursuant to the Act, no later than the close of the following annual shareholders meeting. A director ceases to hold office when he or she becomes disqualified from being a director of a corporation, resigns or is removed from office.

• 3.4 Resignation. A director may resign his office by written notice to the Corporation. Reasons need not be given for a resignation. Unless a subsequent date is stipulated in such notice, the resignation shall take effect on the date of its delivery.

• 3.5 Removal. Unless otherwise provided in the articles of incorporation of the Corporation, the shareholders may, by resolution, remove a director at a special meeting called for that purpose.

The removal of a director, as well as his election, shall be at the discretion of the shareholders. A director may be removed at any time and such removal need not be based on any particular grounds, whether serious or not. Neither the Corporation nor the shareholders voting in favour of

• A4 -

the removal shall incur any liability toward the director by the mere fact of his removal, even if there be no grounds therefore.

• 3.6 Vacancy. The office of a director shall become vacant as of the moment that his/her resignation or removal is effective; likewise, a vacancy shall be created the moment a director ceases to be qualified to fulfill his/her duties, or if he/she dies. Directors may continue to act despite one or several vacancies, provided a quorum still exists.

• 3.7 Additional Directors. If the articles so provide, the directors may appoint one or more additional directors to hold office for a term expiring not later than the close of the next annual shareholders meeting, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual shareholders meeting.

• 3.8 Remuneration. The remuneration paid to the directors shall be determined by resolution of the Board. Such remuneration shall normally be in addition to the salary or remuneration of any officer, employee or supplier of services of the Corporation who is also a director, unless a resolution states otherwise. The directors may also be reimbursed for travel and other expenses incurred by them in connection with their duties.

• 3.9 Irregularity. Notwithstanding the discovery of a defect in the election of the Board or in the election or appointment of a director, or in the event a director is no longer eligible to act as such pursuant to the Act, acts regularly done by any of them shall be as valid and as binding on the Corporation as if the election or appointment had proceeded without such defect or as if each person was still eligible to act as a director of the Corporation under the Act.

• 3.10 Borrowing. The directors may, when they deem expedient:

• (a) borrow money upon the credit of the Corporation;

• (b) issue debentures or other securities of the Corporation and pledge or sell same for such sums and at such prices as may be deemed expedient;

• (c) hypothecate the immovables and movables or otherwise affect the movable property of the Corporation;

• (d) delegate, in whole or in part, the powers mentioned hereinabove to one or more officers of the Corporation, subject to the terms and conditions set out in the resolution delegating such power.

This By-law shall be regarded as an addition to, and not a replacement of, any borrowing by-law adopted by the Corporation for banking purposes unless otherwise specifically stipulated in such by-law.

• 3.11 Use of Property or Information. No director may mingle the Corporation’s property with his/her own property or use for his/her own profit or that of a third person any property of the Corporation, including any information he obtains by reason of his/her duties, unless he/she is expressly and specifically authorized to do so by the shareholders of the Corporation.

• A5 -

• 3.12 Conflicts of Interest. A director shall avoid placing himself/herself in a situation where his/her personal interest would conflict with his/her obligations as a director of the Corporation.

He/she shall promptly declare to the Corporation any interest he has in an enterprise or other entity that may place him/her in a situation of conflict of interest and any right he/she may set up against it, indicating their nature and value, where applicable. Such declaration of interest shall be recorded in the minutes of the proceedings of the Board. A general declaration shall be valid as long as the facts have not changed, and the director need not repeat it for a specific subsequent transaction.

• 3.13 Contracts with the Corporation. A director may, even in carrying on his/her duties, directly or indirectly acquire rights in the Corporation’s property or enter into contracts with the Corporation, on condition that he immediately inform the Corporation of such fact by indicating the nature and value of the rights he/she is acquiring, and that he/she request that such fact be recorded in the minutes of the proceedings of the Board or any written resolution in lieu thereof.

A director who is so interested in an acquisition of property or a contract shall abstain, except if required, from the discussion and voting on the question and, if he/she votes, his/her vote shall not be counted. However, this rule does not apply to questions concerning the remuneration or condition of employment of a director.

At the request of the Chair of the Board or of any director, the interested director shall leave the meeting while the Board discusses and votes on the acquisition or contract in question. The same shall be applicable to any director who has an interest in an offeror making an offer to purchase the shares of the Corporation by way of a take-over bid while the Board discusses and votes on such offer.

Neither the Corporation nor its shareholders may contest the validity of an acquisition of property or a contract involving the Corporation, on the one hand, and directly or indirectly a director, on the other, for the sole reason that the director is a party thereto or is interested therein, if such director made the declaration mentioned hereinabove immediately and correctly.

ARTICLE 4 MEETINGS OF THE BOARD OF DIRECTORS

• 4.1 Calling of Meetings. Meetings of the Board may be called by or by order of the Chair of the Board, if any, the President of the Corporation or two (2) directors, and such meetings may be held anywhere within or outside Quebec. A notice of each meeting specifying the place, date and time, shall be sent to each director at the address appearing in the registers of the Corporation. Notice shall be sent no less than two (2) days prior to the date fixed for the meeting by any means of delivery authorized by law. In the absence of an address for a director, the notice may be sent to the address at which the sender considers that the notice is most likely to reach the director promptly.

In any case where the convening of a meeting is considered by the Chair of the Board, if any, the President of the Corporation or a group of two (2) directors, to be a matter of urgency, he/she may cause notice to be given of a meeting of the Board of Directors by telephone, e-mail, fax or any other mode of transmission, not less than two (2) hours before such meeting is to be held and such notice shall be adequate for the meeting so convened.

• A6 -

A meeting of the Board shall be held after each annual meeting of shareholders to appoint the Chair of the Board, create any committee of the Board, if need be, appoint any member thereon, appoint the officers of the Corporation and to consider any other matter it deems appropriate.

• 4.2 Quorum. A majority of the directors in office shall constitute a quorum for a meeting of the Board. A quorum shall be present for the entire duration of the meeting.

• 4.3 Meeting Chair and Secretary. Meetings of the Board shall be chaired by the Chair of the Board, if any, or, failing him/her, by any other director designated for such purpose by the directors by a majority of the votes cast. The Corporate Secretary of the Corporation shall act as Secretary of the meetings. The directors present at a meeting may nevertheless appoint any other person to act as Secretary of such meeting.

• 4.4 Participation by Means of Communication Equipment. Directors may, if all consent, participate in a board meeting using means permitting all participants to communicate directly with one another. They shall thus be deemed to be present at the meeting.

• 4.5 Procedure. The Chair of the meeting ensures that the meeting is conducted smoothly and submits to the Board the motions on which a vote is to be taken and generally conducts the procedure thereat in all respects, in which regard his/her decision shall be final and binding on all the directors. Should the Chair of the meeting fail to submit a motion, any director may submit the motion himself/herself before the meeting is adjourned or closed and, if such motion lies within the competence of the Board, the Board shall consider it. Should the Chair of the meeting fail to carry out his/her duties loyally, the directors may remove him/her as Chair of that meeting at any time and replace him/her by another director.

At all times during the meeting, the Chair of the meeting, with the approval of the directors given by a simple majority vote, or of his or her own initiative for a valid reason, such as a disturbance or confusion rendering the harmonious and orderly conduct of the meeting impossible, has the authority to adjourn the meeting.

• 4.6 Voting. Each director shall be entitled to one vote, and all matters shall be decided by the majority of the votes cast. The vote shall be taken by voice vote or by a show of hands unless the chair of the meeting or a director requests a secret ballot, in which case the vote shall be taken by ballot. If the vote is taken by ballot, the Secretary of the meeting shall act as scrutineer and count the ballots, which shall not in as much deprive him/her of his/her right to vote as a director, if such is the case. The fact of having voted by ballot shall not deprive a director of the right to express his/her dissent in respect of the resolution concerned and to cause such dissent to be recorded. Voting by proxy shall not be permitted, and the Chair shall have no casting vote in the case of a tie vote.

• 4.7 Resolution in lieu of Meeting. A resolution in writing, signed by all the directors entitled to vote on that resolution, has the same force as if it had been passed at a meeting of the directors. A copy of the resolution must be kept with the minutes of the meetings of the directors.

A resolution in writing that is signed electronically by the directors is as legally valid as if it were signed by written signature.

• A7 -

ARTICLE 5

COMMITTEES OF THE BOARD OF DIRECTORS

• 5.1 Committees. The Board may create any committee it deems appropriate, which may or may not be made up of members of the Board. Any such committee shall have the power vested in it by the Board. Unless the Board directs otherwise, each committee shall have the authority to set its own quorum to elect its own chair and to determine its own governance procedures.

ARTICLE 6

OFFICERS

• 6.1 Officers. The Board may, by means of resolution, appoint any officer or other mandatary it may deem appropriate and determine their title, duties and powers. With the exception of the Chair of the Board who must be a director, no other officer need be a director or shareholder of the Corporation. Any such officer or mandatary may be removed at any time by the Board, or may resign at any time upon notice to the Corporation.

ARTICLE 7

INDEMNIFICATION AND EXEMPTION

• 7.1 Indemnification. Subject to the relevant provisions of the Act, the Corporation must indemnify a director or officer of the Corporation, a former director or officer of the Corporation, a mandatary, or any other person who acts or acted at the Corporation’s request as a director or officer of another group against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if:

• (a) the person acted with honesty and loyalty in the interest of the Corporation or, as the case may be, in the interest of the other group for which the person acted as director or officer or in a similar capacity at the Corporation’s request; and

• (b) in the case of a proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his or her conduct was lawful.

The Corporation must also advance moneys to such a person for the costs, charges and expenses of a proceeding referred to in the first paragraph, which amounts must be repaid in the event that a court or any other competent authority judges that the conditions set out in sections (a) and (b) above are not fulfilled.

The Corporation may not indemnify a person contemplated in the first paragraph if the court determines that the person has committed an intentional or gross fault. In such a case, the person must repay to the Corporation any moneys advanced.

• 7.2 Action Brought by the Corporation. The Corporation may, with the approval of the court, in respect of an action brought by or on behalf of the Corporation or other group referred to in Section 7.1, against a person referred to in that section, advance the necessary monies to the person or indemnify the person against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfills the conditions set out in that section.

• A8 -

• 7.3 Other Indemnification. The provisions of these By-Laws do not limit the scope of any other indemnification granted contractually by the Corporation or otherwise applicable under the Act or any other previous or current act or any previous by-law of the Corporation of which the persons contemplated by Section 7.1 may avail themselves.

• 7.4 Good Faith Reliance. A director is presumed to have fulfilled the obligation to act with prudence and diligence if the director relied, in good faith and based on reasonable grounds, on a report, information or an opinion provided by:

• (a) an officer of the Corporation who the director believes to be reliable and competent in the functions performed;

• (b) legal counsel, professional accountants or other persons retained by the Corporation as to matters involving skills or expertise the director believes are matters within the particular person’s professional or expert competence or as to which the particular person merits confidence; or

• (c) a committee of the Board of which the director is not a member if the director believes the committee merits confidence.

• 7.5 Liability Insurance. The Corporation may purchase and maintain for the benefit of its directors, officers and other mandataries, previous and actual, as well as their heirs, legatees and assigns, insurance covering their personal liability by reason of the fact that they perform such duties or act as directors of a legal person of which the Corporation is a shareholder or creditor.

ARTICLE 8 CAPITAL STOCK

• 8.1 Certificated or Uncertificated Shares. A share issued by the Corporation may be a certificated share or an uncertificated share. A certificated share is represented by a paper certificate in registered form, and an uncertificated share is represented by an entry in the Corporation’s register in the name of the shareholder.

Unless otherwise provided in the articles of the Corporation, shares are issued as certificated shares unless the Board determines, by resolution, that the shares of any class or series of shares or certain shares of a class or series are to be issued as uncertificated shares. The Board may also, by resolution, determine that a certificated share becomes an uncertificated share, or the opposite, as provided in the Act.

• 8.2 Share Certificates and Share Transfers. Certificates representing the shares of the capital stock of the Corporation shall bear the signature of the President or a Vice-President and that of the Corporate Secretary or an Assistant Secretary. Any certificate bearing a signature of an authorized officer shall be deemed valid, notwithstanding the fact that the signatory has since ceased to hold such office within the Corporation.

• 8.3 Direct Registration. Subject to the Act, a registered securityholder may have his or her holdings of securities of the Corporation evidenced by an electronic, book-based, direct registration service or other noncertificated entry or position on the register of securityholders to be kept by the Corporation in place of a physical security certificate pursuant to a registration system that may be

• A9 -

adopted by the Corporation, in conjunction with its transfer agent (if any). This Section 8.3 shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or other noncertificated means.

• 8.4 Transfer Agents. The Board may appoint or remove transfer agents or registrars and make by-laws regarding share transfers and the registration of shares. Any certificate of shares issued following such appointment shall, on pain of invalidity, be countersigned by one of the agents or registrars.

ARTICLE 9

DIVIDENDS

• 9.1 Dividends. The Board may declare dividends payable in money or property or in fully paid shares, and pay same to the shareholders according to their rights and interest. No unpaid dividend shall bear interest.

Subject to any law of public order to the contrary, any dividend unclaimed by a shareholder more than three years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.

When two or more persons are registered as joint holders of one share, each of them may give a valid receipt for any dividend payable or paid on such share.

• 9.2 Record Date and Closing of Books. The Board may fix a date preceding by no more than thirty (30) days the date of payment of a dividend, an allocation of rights or any other form of distribution as the record date for determining the shareholders entitled to such dividend, right or distribution; hence, only shareholders of record on the date so fixed shall be entitled thereto, notwithstanding any transfer of shares recorded in the registers of the Corporation between the record date and the date on which the dividend is paid, the rights allocated or the distribution made.

ARTICLE 10

FISCAL YEAR

• 10.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board.

ARTICLE 11

CORPORATION REPRESENTATION FOR CERTAIN PURPOSES

• 11.1 Declaration. The President and Chief Executive Officer, the Chair of the Board, any Vice-President or the Corporate Secretary and each of them or, any other person named by them, shall be authorized and eligible to make answer for the Corporation to all writs, orders or interrogatories upon articulated facts issued by any court and to declare for and on behalf of the Corporation any answer to writs of attachment by way of garnishment in which the Corporation is garnishee and to

• A10 -

make all affidavits and sworn declarations in connection therewith or any and all judicial proceedings to which the Corporation is a party and to make demands for assignment of property or petition for winding-up or receivership orders upon any debtor of the Corporation and to attend and vote at all meetings of creditors of the Corporation’s debtors and grant proxies in connection therewith.

• 11.2 Representation at Meetings. The President and Chief Executive Officer, the Chair of the Board, any Vice-President and the Corporate Secretary, and each of them, or any other person named by them, shall represent the Corporation and attend and vote at any and all meetings of shareholders or members of any firm, corporation, legal person, or syndicate in which the Corporation holds shares or is otherwise interested, and any measure taken or vote cast by them shall be deemed to be the act or vote of the Corporation.

• 11.3 Signature of Documents. Contracts, documents, written acts, including releases and discharges, requiring the signature of the Corporation may be validly signed by any director or any officer of the Corporation as well as by any person authorized to sign for and on behalf of the Corporation pursuant to a resolution of the Board or any policy adopted by the Corporation from time to time that addresses the execution of documents.

ARTICLE 12

MISCELLANEOUS PROVISIONS

• 12.1 Delivery. Unless otherwise indicated in the Act or in any other applicable act or exchange requirement, any notice to be sent hereunder, or any other delivery, may be made by regular mail, registered mail, fax, electronic mail, or any other means of communication authorized by the Board.

• 12.2 Effective Date. These By-Laws are effective as of the date of the resolution of the Board of the Corporation, that is, on May 23, 2024, with the exception of the provisions relating to procedural matters with respect to shareholders meetings, which shall take effect only once they have received the approval of the corporation’s shareholders. As a result, the by-laws in force prior to the date of such resolution of the board, that is, the by-laws adopted by the Board on May 13, 2011, as amended from time to time, shall be repealed on the date of the resolution of the Board, with the exception of the provisions relating to procedural matters with respect to shareholders meetings, which shall be revoked on the date of approval of these by-laws by the Corporation’s shareholders. This repeal shall not affect any past application of the by-laws, nor affect the validity of steps taken, resolutions adopted, or rights, privileges or obligations stemming from the by-laws prior to said repeal, nor of any contract entered into or commitment made under the former by-laws.

• A11 -

SCHEDULE B

AUDIT COMMITTEE CHARTER

ARIANNE PHOSPHATE INC.

(the “Corporation”)

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

1. COMPOSITION

The Committee shall be comprised of at least three directors as determined by the Board. The majority of the members of the Committee shall be independent, within the meaning of 52-110.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee shall be financially literate.

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

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

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

2. MEETINGS AND PROCEDURES

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

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

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

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

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

• B1 -

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

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

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

3. DUTIES AND RESPONSIBILITIES

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

3.1 FINANCIAL STATEMENTS AND DISCLOSURE MATTERS

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

3.2 INDEPENDENT AUDITORS

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

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

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

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

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

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

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

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

• B2 -

with respect to the provision of non-audit services if:

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

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

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

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

3.3 FINANCIAL REPORTING PROCESSES

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

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

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

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

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

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

3.4 RISK MANAGEMENT

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

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

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

• B3 -

• 3.4.4 review the adequacy of insurance coverage;

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

3.5 WHISTLEBLOWING POLICY

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

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

3.6 REPORTING RESPONSIBILITIES

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

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

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

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

3.7 ANNUAL EVALUATION

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

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

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

• B4 -