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Management Information Circular and Notice of 2021 Annual and Special Meeting of Shareholders

To be held on June 22, 2021

\\\

May 5, 2021

The deadline for the receipt of proxies for the Annual and Special Meeting is 9:30 a.m. (Mountain Time) on June 18, 2021

Summary ........................................................................................................................................................................................ 1 Notice to Reader ........................................................................................................................................................................... 2 Solicitation of Proxies ................................................................................................................................................................... 3 Appointment and Revocation of Proxies..................................................................................................................................... 3 Advice to Beneficial Shareholders ................................................................................................................................................ 4 Quorum .......................................................................................................................................................................................... 5 Notice and Access ......................................................................................................................................................................... 5 Voting Shares ................................................................................................................................................................................ 5 Significant Shareholders .............................................................................................................................................................. 6 Approval Requirements ............................................................................................................................................................... 6 Advance Notice ............................................................................................................................................................................ 6 Particulars of Matters to be Acted Upon .................................................................................................................................... 6 Nominees for Election to the Board of Directors ...................................................................................................................... 12 Executive Compensation ............................................................................................................................................................ 18 Director Compensation ............................................................................................................................................................... 27 Securities Authorized for Issuance Under Equity Compensation Plans ................................................................................... 32 Indebtedness of Directors and Executive Officers .................................................................................................................... 32 Interest of Informed Persons in Material Transactions ............................................................................................................ 32 Management Contracts .............................................................................................................................................................. 32 Interests of Certain Persons in Matters to be Acted Upon ....................................................................................................... 32 Audit Committee ......................................................................................................................................................................... 33 Corporate Governance................................................................................................................................................................ 34 Additional information ................................................................................................................................................................ 36 Board Approvals .......................................................................................................................................................................... 36 Schedule “A” Audit Committee Charter .................................................................................................................................... 37 Schedule “B” Stock Option Plan ................................................................................................................................................ 41 Schedule “C” Restricted Share Unit Plan and Deferred Share Unit Plan .................................................................................50 Schedule “D” Employee Share Purchase Plan .......................................................................................................................... 84

Athabasca Minerals Inc. ● 2021 Management Information Circular

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

You are invited to our 2021 annual and special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Athabasca Minerals Inc. ( “Athabasca” , “ Corporation ”, “ we ” or “ our ”) which will be held:

When : Tuesday, June 22, 2021 9:30 a.m. (Mountain Time)

Where : Calgary Petroleum Club – Cardium Room 319 5 Avenue SW Calgary, Alberta

Webcast : Pre-registration is required https://us02web.zoom.us/s/82264115739? pwd=Zzg4T1dRbEY3WGgvN0xzZlBHRENOZz 09

Phone : 1 587 328 1099 Canada

Webcast and Phone Information:

Meeting ID: 822 6411 5739 Passcode: 622406

We will cover the following items of business, see Particulars of Matters to be Acted Upon , on page 6 in our 2021 Management Information Circular (“ Circular ”):

(a) receive the audited consolidated financial statements of the Corporation and the independent auditor’s report for the year ended December 31, 2020;
(b) vote on fixing the number of directors of the Corporation to be elected to six;
(c) vote on electing the board of directors of the Corporation (the “Board”) for the ensuing year;
(d) vote on appointing the auditor of the Corporation (the “Auditor”) for the ensuing year and to authorize the Board to set the Auditor’s remuneration;
(e) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution relating to the re-approval of the stock option plan (the “Stock Option Plan”) of the Corporation;
(f) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution relating to the approval of the restricted share unit plan (the “RSU Plan”) and deferred share unit plan (the “DSU Plan”) of the Corporation; and
(g) to pass, with or without variation, an ordinary resolution of disinterested Shareholders, as more particularly set forth in the Circular, an ordinary resolution relating to the approval of the Corporation’s employee share purchase plan (the “ESP Plan”); and
(h) vote on any other business that properly comes before the Meeting or any adjournment thereof.

Notice and Access

We use the notice and access procedures to deliver our Meeting notice to registered shareholders and beneficial holders of our Common Shares. Accordingly, this notice of meeting and the Circular, and our audited consolidated financial statements for the financial year ended December 31, 2020, along with the related management discussion and analysis, have been posted on our website at www.athabascaminerals.com/investor-relations and under our profile on SEDAR at www.sedar.com.

How to vote

If you are a registered Shareholder, complete and return your voting instruction form at least one business day before the proxy deposit deadline of June 18, 2021 at 9:30 a.m. (Mountain Time), or as listed on the attached voting instruction form. You cannot vote by returning this notice.

Send your voting instruction to us:

Online: https://voteproxyonline.com and enter 12-digit control number

By mail: TSX Trust Company 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1

Email PDF of proxy: [email protected]

By fax: (416) 595-9593

Athabasca Minerals Inc. ● 2021 Management Information Circular

after the Record Date and the transferee of those Common Shares establishes that they own such Common Shares and request, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting. Each Common Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting.

Shareholders that are not registered Shareholders, such as Shareholders that hold their Common Shares in an account with an intermediary, such as a broker or financial institution, should review the Circular for voting information.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to listen to the Meeting via teleconference instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy.

We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Alberta, the City of Calgary and any other

place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended or required by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

DATED at Edmonton, Alberta this 5 day of May, 2021. BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Don Paulencu” (signed) “Robert Beekhuizen” Don Paulencu Robert Beekhuizen Chairman Chief Executive Officer

WHERE CAN YOU ACCESS THIS CIRCULAR

Our website On SEDAR: athabascaminerals.com sedar.com

Athabasca Minerals Inc. ● 2021 Management Information Circular

MANAGEMENT INFORMATION CIRCULAR

This Circular contains important information about Athabasca and the Meeting. We encourage you to review it prior to voting.

SUMMARY

The highlights of some of the important information you will find in this Circular are listed below for your ease of reference. We highly recommend that Shareholders read this entire document prior to voting.

Athabasca 2021 Annual and Special Meeting of Shareholders

*Athabasca 2021 Annual and Special Meeting of Shareholders*
When: Tuesday, June 22, 2021 9:30 a.m. (Mountain Time) Where: Calgary Petroleum Club – Cardium Room 319 5 Avenue SW Calgary, Alberta Webcast: Phone:	Pre-registration is required https://us02web.zoom.us/s/82264115739?
	pwd=Zzg4T1dRbEY3WGgvN0xzZlBHRENOZz
	09 1 587 328 1099 Canada

Webcast and Phone Information: Meeting ID: 822 6411 5739 Passcode: 622406

Shareholder Voting Matters

Voting Matter	Board Vote Recommendation	For More Information, See Page
Fix directors to six	Yes	6
Election of six directors	For each nominee	7
Appointment of auditors	Yes	7
Re-approval of Stock Option Plan	Yes	8
Deferred Share Unit Plan and Restricted Share Unit Plan	Yes	9
Approval of the Employee Share Purchase Plan	Yes	10

In this Circular:

“we”, “us”, “our”, the “Corporation” and “Athabasca” mean Athabasca Minerals Inc.;
“you” or “your” or “Shareholder(s)” mean holders of our Common Shares;
“Common Shares” and “Shares” mean Athabasca’s common shares;
“Board” refers to Athabasca’s board of directors; and

Unless indicated otherwise, information in this Circular is stated as of May 5, 2021 and all dollar values are in Canadian dollars.

Vote Your Shares

Voting by proxy is the easiest way to vote your shares. Please refer to your form of proxy or voting instruction form and to the “ Voting Shares ” section on page 5 of this Circular for more information on the voting methods available to you.

“Circular” means this Management Information Circular dated May 5, 2021.
“Meeting” means the 2021 Annual and Special Meeting of Shareholders of Athabasca Minerals Inc.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Corporate Governance Highlights

Athabasca’s Board and management are committed to corporate governance. Below are the highlights of our corporate governance program. For more information, please see page 34.

Board independence	✓	an independent chair of the Board and separate CEO
	✓	majority of the Board must be independent
	✓	Audit and Resources, Environmental, Health and Safety Committee are 100% independent
	✓	regular_in camera_meetings without management and without non-independent directors
Board effectiveness	✓	formal process for nominating directors and succession planning
	✓	director orientation and ongoing director education program
	✓	clearly established and distinct roles of Board members and senior management
	✓	commitment to maintaining dialogue between management and directors
	✓	abilityof the Board and Board committees to seek independent advice as appropriate
Integrity and ethical conduct	✓	commitment to ensuring the integrity of internal controls and public disclosure
	✓	monitoring of overboarding, Board interlocks, and other potential conflicts of interest
	✓	established equity ownership requirements for directors
	✓	formalpolicyon majorityvoting
Organizational effectiveness	✓	requirement of Board to oversee corporate strategyand manage organizational risks

NOTICE TO READER

We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Alberta, the City of Calgary and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in this Circular.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flulike symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended or required by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

Athabasca Minerals Inc. ● 2021 Management Information Circular

SOLICITATION OF PROXIES

Management of the Corporation is soliciting proxies from Shareholders for the Meeting. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting (the “ Notice ”) and this Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication and by directors, officers and employees of the Corporation, who will not be specifically remunerated, therefore.

The deadline for the receipt of proxies for the Meeting is 9:30 a.m. Mountain Time on June 18, 2021.

APPOINTMENT AND REVOCATION OF PROXIES

A Shareholder whose name appears on the Corporation’s records as a Shareholder (a “ Registered Shareholder ”) may vote in person at the Meeting or they may appoint another person, who does not have to be a Shareholder, as their proxy to attend and vote in their place (as described in “ Voting Shares” set out on page 5). The persons named in the enclosed form of proxy are directors and/or officers of the Corporation and have indicated their willingness to represent as proxy each Registered Shareholder that so appoints them.

Registered Shareholders may vote in person at the Meeting or any adjournment thereof, or they may appoint another person, who need not be a Shareholder, as their proxy to attend and vote in their place. Registered Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by TSX Trust Company, 301 - 100 Adelaide Street West, Toronto ON M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the time set for the Meeting or any adjournment thereof. Shareholders that are not Registered Shareholders, such as Shareholders that hold their Common Shares in an account with an intermediary, such as a broker or financial institution, should review the voting information set out in “ Advice to Beneficial Shareholders ”.

Each Registered Shareholder submitting a proxy has the right to appoint a proxyholder other than the persons designated in the form of proxy furnished by the Corporation, who need not be a Shareholder to attend and act for the Registered Shareholder and on the Registered Shareholder’s behalf at the Meeting. To exercise such right, the names of the persons designated by management should be crossed out and the name of the Registered Shareholder’s appointee should be legibly printed in the blank space provided in the enclosed form of proxy or by submitting another appropriate form of proxy. Such Registered Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instructions on how the Registered Shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting. In any case, the form of proxy should be dated and executed by the Registered Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

A Registered Shareholder who has submitted a proxy for the Meeting may revoke it by attending the Meeting personally and registering with the scrutineers prior to commencement of the Meeting as a Shareholder personally present at the Meeting and voting in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Registered Shareholder or their attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal and by a director, officer or attorney thereof duly authorized, and deposited either:

(i) at the offices of the Corporation’s transfer agent, TSX Trust Company, 301 - 100 Adelaide Street West, Toronto ON M5H 4H1 not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, before the time set for the holding of the Meeting or any adjournment(s) thereof;
(ii) at the head office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or
(iii) with the Chairman on the day of the Meeting, or any adjournment thereof.

Athabasca Minerals Inc. ● 2021 Management Information Circular

All Common Shares represented at the Meeting by properly completed forms of proxy will be voted or withheld from voting in accordance with the specifications of the Registered Shareholder contained in the proxy. In the absence of such specification, such Common Shares will be voted in favour of the matters set forth in this Circular. All Common Shares represented at the Meeting will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournment(s) thereof. At the time of printing this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are held in an account with an intermediary such as a broker or a financial institution, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the intermediary or its agent. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc. (“ CDS ”), which acts as nominee for many Canadian brokerage firms). Such Common Shares can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the intermediary and its agents and nominees are prohibited from voting such Common Shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held. The majority of Common Shares held in the United States are registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy (the “ Instrument of Proxy ”) provided directly to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Circular and the accompanying Instrument of Proxy and Notice are to Registered Shareholders unless specifically stated otherwise.

The Corporation will not send its proxy-related meeting materials directly to non-objecting beneficial owners under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). The Corporation intends to pay for proximate intermediaries to forward the proxy-related materials and voting instruction form to objecting beneficial owners under NI 54-101.

QUORUM

The by-laws of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders of the Corporation if at least two persons holding or representing in person or by proxy not less than ten (10%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting are in attendance.

NOTICE AND ACCESS

We are using notice and access to deliver the Circular and the 2020 audited consolidated financial statements to both our Registered and Beneficial Shareholders. The Notice, the Circular, and our audited consolidated financial statements for the financial year ended December 31, 2020, along with the related management discussion and analysis, have been posted on our website at www.athabascaminerals.com/investor-relations and under our profile on SEDAR at www.sedar.com.

You will receive a package in the mail with the Notice, which explains how to access and review the Circular and/or our 2020 audited consolidated financial statements electronically and how to request a paper copy of either document at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares.

Notice and access is an environmentally friendly and cost-effective way to distribute the Circular and the 2020 audited consolidated financial statements because it reduces printing, paper and postage. The following Beneficial Shareholders will receive a paper copy of the circular:

those who have already provided instructions that they prefer to receive a paper copy, and
those whose brokers receive materials through TSX Trust Company.

VOTING SHARES

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As of the date of this Circular, 67,910,157 Common Shares are issued and outstanding as fully paid and non-assessable. No other shares of any other class are issued or outstanding. The Common Shares are the only shares entitled to be voted at the Meeting and holders of Common Shares are entitled to one vote for each Common Share held.

The record date (the “ Record Date ”) for determination of Shareholders entitled to receive notice of and to vote at the Meeting is May 3, 2021. Only Shareholders whose names are entered in the Corporation’s register of Common Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting provided that, to the extent a Shareholder transfers the ownership of any of their Common Shares after the Record Date and the transferee of those Common Shares establishes that they own such Common Shares and request, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting. Each Common Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting.

Athabasca Minerals Inc. ● 2021 Management Information Circular

SIGNIFICANT SHAREHOLDERS

As of the date of this Circular, and to the knowledge of the directors and officers of Athabasca, other than the listed below, no person or company beneficially owns, controls or directs, directly or indirectly, more than 10% of the Common Shares.

N ame Number of Common Shares Held or Controlled Percentage of Common Shares Held or Controlled Jon McCreary 7,931,771 11.7%

APPROVAL REQUIREMENTS

All special resolutions to be brought before the Meeting require, for the passing of the same, a two-thirds majority of the votes cast at the Meeting by the holders of Common Shares. All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares. All approvals by disinterested Shareholders require the approval of the Shareholders not affected by, or interested in, the matter to be approved.

ADVANCE NOTICE

Athabasca has an advance notice provision in its by-laws that outlines the process for advance notice of nominees to the Board (the “ Advance Notice Provision ”). This Advance Notice Provision was approved by the Shareholders of the Corporation on July 3, 2013. Among other things, the Advance Notice Provision fixes a deadline by which holders of record of Common Shares must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Corporation. In the case of an annual meeting of Shareholders, notice to the Corporate Secretary of the Corporation must be given not less than 30 days prior to the date of the annual meeting and no more than 65 days prior to the date of the annual meeting.

In the case of a special meeting (which is not also an annual meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Corporate Secretary of the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. The Board may, in its sole direction, waive any requirement of the Advance Notice Provision.

As at the date of this Circular, the Corporation has not received notice of any director nominations in connection with the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receive 2020 Audited Consolidated Financial Statements and Auditor’s Report

The Corporation will present to Shareholders the audited consolidated financial statements of the Corporation for the year ended December 31, 2020 and the Independent Auditor’s Report thereon. The financial statements for the year ended December 31, 2020 have been approved by the Board and no formal action will be taken at the Meeting to approve the financial statements.

Fix the Number of Directors to be Elected at the Meeting

Shareholders will be asked to fix the number of directors of the Corporation at six. There are presently six directors of the Corporation, each of whom will stand for re-election at the Meeting. See “ Election of Directors ” below. At the Meeting, it is proposed that Shareholders approve an ordinary resolution to fix the number of directors to be elected at the Meeting at six.

It is the intention of the management designees, if named as proxyholder, to vote for the above resolution unless otherwise directed.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Election of Directors

Shareholders will be asked to elect the proposed directors set forth below to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. There are presently six directors of the Corporation, each of whom will retire from office at the Meeting and each of whom are proposed for re-election at the Meeting. Voting for the election of directors will be conducted on an individual, and not on a “slate”, basis.

Management of the Corporation recommends that Shareholders vote “for” each of the appointments. The persons named in the enclosed proxy intend to vote “for” the election of each of the nominees unless the Shareholder specifies authority to vote “withhold”.

The director nominees follow:

Don Paulencu	Terrance Kutryk	Neil Manning
Jon McCreary	Dale Nolan	Robert Beekhuizen

Please read “

Athabasca Minerals Inc. ● 2021 Management Information Circular

Nominees for Election to the Board of Directors” on page 12 for additional information on the director nominees.

Appointment of Auditor

Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution to appoint Grant Thornton LLP, Chartered Professional Accountants (“ Grant Thornton ”), to serve as auditors of the Corporation until the next annual meeting of Shareholders and to authorize the Board to fix their remuneration as such.

It is the intention of the management designees, if named as proxyholder, to vote for the above resolution unless otherwise directed. Grant Thornton has been the auditor of the Corporation since October 24, 2011. See “ Audit Committee ” below for certain information regarding the audit committee of the Corporation (“Audit Committee”), including the fees paid to the Corporation’s auditors in the last fiscal year, that is required to be disclosed in accordance with National Instrument 52-110 - Audit Committee (“ NI 52-110 ”).

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit and other fees are as follows:

		Audit Related		All Other	Total Audit
Fiscal Year Ending	Audit Fees (1)	Fees(2)	Tax Fees(3)	Fees(4)	Fees
December 31, 2020	110,000	Nil	11,250	Nil	121,250
December 31, 2019	101,942	24,400	8,750	3,060	138,152

Notes:

(1) Audit fees were for professional services rendered, for the audit of the Corporation’s annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

(2) Audit-related fees include payment for services related to filing of quarterly reports.

(3) Review and preparation of annual tax filings.

(4) Business advisory services.

Re-Approval of Stock Option Plan

The stock option plan of the Corporation (“Stock Option Plan”) was previously approved by the Shareholders of the Corporation on September 22, 2020. Policy 4.4 (“ Policy 4.4 ”) of the TSX Venture Exchange Inc. (the “ Exchange ”) requires that the Stock Option Plan receive Shareholder approval at the Corporation’s annual general meeting. In accordance with Policy 4.4, Shareholders will be asked to consider and if thought fit, approve an ordinary resolution approving, adopting and ratifying the Stock Option Plan.

Athabasca Minerals Inc. ● 2021 Management Information Circular

The Stock Option Plan shall be administered by the Board or, if appointed from time to time, by a committee of the Board. The aggregate number of Common Shares which may be reserved for issuance under the Stock Option Plan shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. Notwithstanding the foregoing, the number of Common Shares issued or to be issued under the Stock Option Plan and all other security-based compensation arrangements (including, if approved by the Shareholders, the DSU Plan, RSU Plan and the ESP Plan) shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at the relevant grant date. The number of Common Shares subject to an Option (as defined in “Executive Compensation – Long Term Incentives – Stock Options”) to a participant shall be determined by the Board, but no participant shall be granted an Option which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each Option shall be determined by the Board, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The maximum length of any Option shall be ten years from the date the Option is granted, provided that participant’s Options expire 30 days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board, except upon the death of a participant, in which case the participant’s estate shall have 12 months in which to exercise the outstanding Options, and except upon termination for cause, in which case the Options expire on the termination date. The Stock Option Plan includes a provision that should an Option expiration date fall within a blackout period or immediately following a blackout period, the expiration date will automatically be extended for ten business days following the end of the blackout period. The Board has the absolute discretion to amend or terminate the Stock Option Plan.

The text of the ordinary resolution to be considered at the Meeting will be substantially as follows:

“ BE IT RESOLVED as an ordinary resolution of the Corporation that:

the Stock Option Plan of the Corporation, in substantially the form described in, and appended as Schedule “B” to the Corporation’s management information circular dated May 5, 2021 is hereby ratified, approved and adopted and the Corporation’ board of directors is hereby authorized, without further approval of the Shareholders of the Corporation, to approve any amendments to the Stock Option Plan as may be required by any securities regulatory authority, including the TSX Venture Exchange; and
any director or officer of the Corporation is hereby authorized for, on behalf of, and in the name of the Corporation to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, contemplated by, necessary or desirable in connection with the Stock Option Plan and the foregoing resolutions, as may be required from time to time and contemplated and required in connection therewith, or as such director or officer in their discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby.”

It is the intention of the management designees, if named as proxyholder, to vote for the above resolution unless otherwise directed.

Deferred Share Unit Plan and Restricted Share Unit Plan

The Deferred Share Unit Plan of the Corporation (“ DSU Plan ”) and the Restricted Share Unit Plan of the Corporation (“ RSU Plan ”) (collectively, the “ Share Unit Plans ”) were previously approved by the Shareholders of the Corporation on September 22, 2020. Policy 4.4 of the Exchange requires that the Share Unit Plans receive Shareholder approval at the Corporation’s annual general meeting. In accordance with Policy 4.4, Shareholders will be asked to consider and if thought fit, approve an ordinary resolution re-approving, adopting and ratifying the Share Unit Plans.

Athabasca Minerals Inc. ● 2021 Management Information Circular

The Share Unit Plans have been adopted to provide a vehicle by which equity-based incentives may be awarded to the employees, consultants, directors and officers of the Corporation, to recognize and reward their significant contributions to the long-term success of the Corporation and to align the employees’, consultants’ directors’ and officers’ interests more closely with the Shareholders of the Corporation. Pursuant to the Share Unit Plans, the Board, through the Corporation’s Compensation Committee, may grant deferred share unit awards (“ DSUs ”) and restricted share unit awards (“ RSUs ”) as an incentive payment to eligible persons. The Board intends to use DSUs and RSUs as part of the Corporation’s overall executive compensation plan.

The maximum number of Common Shares that may be reserved for issuance pursuant together with any other securitybased compensation arrangements of the Corporation shall not exceed 10% of the outstanding Common Shares of the Corporation.

The Share Unit Plans remain subject to Exchange policies and requisite Shareholder approvals, including disinterested Shareholder approval in accordance with the policies of the Exchange. Copies of the Share Unit Plans are attached hereto as Schedule “C”.

The text of the ordinary resolution to be considered at the Meeting will be substantially as follows:

“ BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation that:
the Share Unit Plans of the Corporation, in substantially the form described in, and appended as Schedule “C” to the Corporation’s management information circular dated May 5, 2021 are hereby ratified, approved and adopted and the Corporation’s board of directors is hereby authorized, without further approval of the Shareholders (including disinterested shareholder approval), to approve any amendments to the Share Unit Plans as may be required by any securities regulatory authority, including the TSX Venture Exchange; and
any director or officer of the Corporation is hereby authorized for, on behalf of, and in the name of the Corporation to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, contemplated by, necessary or desirable in connection with the Share Unit Plans and the foregoing resolutions, as may be required from time to time and contemplated and required in connection therewith, or as such director or officer in their discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby.”

It is the intention of the management designees, if named as proxyholder, to vote for the above resolution unless otherwise directed.

Approval of Employee Share Purchase Plan

The Employee Share Purchase Plan of the Corporation (the “ ESP Plan ”) was previously approved by the Shareholders of the Corporation on September 22, 2020. Policy 4.4 of the Exchange requires that the ESP Plan receive Shareholder approval at the Corporation’s annual general meeting. In accordance with Policy 4.4, Shareholders will be asked to consider and if thought fit, approve an ordinary resolution re-approving, adopting and ratifying the ESP Plan. A copy of the ESP Plan is attached as Schedule “D” to this Circular.

The ESP Plan is intended to enable eligible directors, officers, employees, consultants and other personnel (the “ Participants ”) to acquire Common Shares in the Corporation in a convenient and systematic manner, so as to encourage continued employee interest in the operation, growth and development of the Corporation, as well as to provide an additional investment opportunity to eligible employees of the Corporation and its subsidiaries. Further, in an effort to preserve the Corporation’s cash position and employees during the COVID-19 pandemic and economic downturn, the Participants will be able to contribute up to 10% of their base salary in order to purchase Common Shares through payroll deduction.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Bi-monthly, all contributions received in respect of each Participant shall be paid in full on behalf of Participants to purchase Common Shares from treasury and/or, at the election of the Corporation, through market purchases carried out by an independent broker through the facilities of the Exchange. Common Shares issued from treasury will be issued at a price equal to the closing price of the Common Shares on the Exchange for the issue date.

Under the ESP Plan, together with any other security-based compensation arrangements of the Corporation, the Common Shares reserved for issuance to insiders cannot exceed 10% of the outstanding Common Shares, and the number of Common Shares issued to insiders within a one-year period cannot exceed 10% of the outstanding Common Shares. Furthermore, the ESP Plan provides that the maximum number of Common Shares issuable from treasury in any 12-month period (i) to any one Participant under the ESP Plan must not exceed 1% of the Corporation’s issued and outstanding Common Shares, and (ii) that all Common Shares issued to Participants under the ESP Plan must not exceed 2% of the Corporation’s issued and outstanding Common Shares.

The ESP Plan can be amended by the Board at any time, without the approval of the Shareholders, provided that amendments to the following will in each case require Shareholder approval: (a) increasing the number of Common Shares reserved for issuance under the ESP Plan; (b) adding additional categories of persons eligible to participate under the ESP Plan; (c) eliminating or decreasing the limitations on insider participation set forth above; or (d) changing the amendment provision of the ESP Plan to eliminate a matter listed as requiring Shareholder approval.

At the Meeting, disinterested Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the ESP Plan (the “ ESP Plan Resolution ”). As of the Record Date, insiders of the Corporation beneficially own a total of 13,350,196 Common Shares, representing 20% of the issued and outstanding Common Shares, which will be excluded from voting on the ESP Plan Resolution.

The text of the ordinary resolution to be considered at the Meeting will be substantially as follows:

“ BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation that:

the ESP Plan of the Corporation, in substantially the form described in, and appended as Schedule “D” to the Corporation’s management information circular dated May 5, 2021 is hereby ratified, approved and adopted and the Corporation’s board of directors is hereby authorized, without further approval of the Shareholders (including disinterested shareholder approval), to approve any amendments to the ESP Plan as may be required by any securities regulatory authority, including the TSX Venture Exchange; and
any director or officer of the Corporation is hereby authorized for, on behalf of, and in the name of the Corporation to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, contemplated by, necessary or desirable in connection with the ESP Plan and the foregoing resolutions, as may be required from time to time and contemplated and required in connection therewith, or as such director or officer in their discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby.”

It is the intention of the management designees, if named as proxyholder, to vote for the above resolution unless otherwise directed.

Other Business

Shareholders will be asked to vote on any other items of business that may be properly brought before the Meeting. As of the date of this Circular, the Corporation is not aware of any other matters to be brought before the Meeting.

Athabasca Minerals Inc. ● 2021 Management Information Circular

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following tables provide information as of May 5, 2021, about the nominees for election to the Board, including their background and key qualifications relevant to serving on our Board. All nominees are current directors of Athabasca.

Don Paulencu	Chairman of the Board
Sherwood Park, AB Independent Director since: August 7, 2015	Mr. Paulencu was employed at Deloitte LLP for 39 years and served as audit partner for the past 31 years. Mr. Paulencu served in many leadership capacities in the Edmonton office including office managing partner for 10 years, and has provided audit, accounting, tax and advisory services to both public and private companies. Mr. Paulencu has also served as audit partner for several public corporations and large privately-held corporations. Mr. Paulencu serves on three Board of Directors for large privately-held companies in the real estate, technology and manufacturing industries. Mr. Paulencu holds a Bachelor of Commerce degree from the University of Alberta. He holds the CPA designation (Alberta) and the ICD.D designation from the Institute of Corporate Directors. Athabasca Board and Committee Membership
	Board of Directors (Chair) Audit Committee Compensation, Corporate Governance and Nominating Committee Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(1)
	2,017,694 81,000 503,687 Public Company Board Membership
	None

(1) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Terrance Kutryk	Director
Calgary, AB Independent Director since: September 11, 2019	Terrance Kutryk was formerly President and Chief Executive Officer of Alliance Pipeline Ltd. Prior to that Mr. Kutryk had an extensive career at Husky Energy Inc. (“Husky”) culminating as Senior Vice President, Midstream & Refined Products. Mr. Kutryk has also held the position of Chairman of the Board for Sultran Ltd., Pacific Coast Terminals Company Ltd. and the Canadian Energy Pipeline Association (CEPA). In addition to Athabasca, Mr. Kutryk sits on the boards of the Alberta Petroleum Marketing Commission and Unit Electrical Engineering and advisory boards for Crux Operations Control Management, WaterSMART Solutions, the University of Calgary’s Haskayne Centre for Advanced Supply Chain Management and Logistics, and the Schulich School of Engineering industry advisory council. Mr. Kutryk is a member of the American Society of Mechanical Engineers, Petroleum Society of Canada, CFA Institute and the Calgary Society of Financial Analysts. Mr. Kutryk holds Master of Business Administration and Bachelor of Commerce degrees from the University of Calgary, is a graduate of the Petroleum Land Management program at Mount Royal University, and graduated with an ICD.D from the Institute of Corporate Directors. He is a Chartered Financial Analyst and holds designations from the Investment Dealers Association of Canada. Athabasca Board and Committee Membership
	Board of Directors Audit Committee (Chair) Compensation, Corporate Governance and Nominating Committee Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(1)
	321,322 45,000 87,917 Public Company Board Membership
	None

(1) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Neil Manning	Director
Edmonton, AB Independent Director since: October 25, 2019	Neil D. Manning was formerly the President, Chief Executive Officer and Board Director of Wajax Corporation for a ten-year term and prior to that he held the position of President, Chief Operating Officer and Board Director at Strongco Corporation. Mr. Manning brings over four decades of experience as an entrepreneur, investor, and executive in both private and publicly-traded companies and provides public market experience, and financial and analytical expertise and capabilities. Mr. Manning has extensive board knowledge in the areas of Operations Management, Strategic Planning, Acquisitions and Divestitures as well as Investor Relations. In addition to Athabasca, Mr. Manning currently sits on the board for TransForce International Inc. where he also Chairs the Corporate Governance and Nominating Committee. Mr. Manning was a member of the University of Alberta School of Business Advisory Council for six years and held the position of Chairman for three years. He is a graduate of the University of Alberta where he obtained his Master of Business Administration and Bachelor of Arts degrees. Athabasca Board and Committee Membership
	Board of Directors Audit Committee Compensation, Corporate Governance and Nominating Committee (Chair) Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(1)
	518,155 45,000 135,157 Public Company Board Membership
	TFI International Inc. (NYSE and TSX: TFII)

(1) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Jon McCreary	Director
Wenatchee, WA, USA Independent Director since: November 1, 2020	Jon McCreary is the CEO of JMAC Energy Services Inc. (“JMAC”), the holding company for various oilfield service and materials based businesses operating primarily in North Dakota, New Mexico, Texas, Idaho, Washington and Argentina. JMAC's divisions consist of stimulation water transmission, environmental services, oil sales and blending, heavy civil construction, pipeline construction, materials production, ready mix, and real estate. JMAC is the industrial water transmission market leader in the Bakken shale with over 200 miles of buried water transmission pipelines. Mr. McCreary has been CEO of JMAC for twelve years through several economic cycles. During his tenure JMAC grew from 15 employees to over 500 while seeing revenue rise to well over $100 million per year. Prior to JMAC, Mr. McCreary was the CFO of a $400 million publicly-traded bank in the state of Oregon. Mr. McCreary accumulated over 15 years of corporate finance experience in the banking, brokerage and insurance industries prior to building a market leading oilfield service company. In total, Mr. McCreary has over 30 years of broad management experience. Athabasca Board and Committee Membership
	Board of Directors Compensation, Corporate Governance and Nominating Committee Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(1)
	7,931,771 36,000 1,912,265 Public Company Board Membership
	None

(1) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Dale Nolan	Director
Lacombe, AB Independent Director since: July 11, 2016	Mr. Nolan is a founding director of Athabasca, and has been involved in the gravel, transportation and construction business for over 35 years. Mr. Nolan is past president of the Hopkins Group of Companies (“Hopkins”), a Lacombe, Alberta based company that incorporated in 1966. Hopkins develops gravel pits and performs custom crushing of aggregate. Hopkins has crushed for numerous counties and municipal districts throughout Alberta, and has provided services to Alberta Transportation for various road construction projects for over 50 years. Hopkins also supplies transportation services to deliver gravel and move oilfield equipment throughout Western Canada. Mr. Nolan has served as director and president of the Alberta Sand and Gravel Association as well as director of the Alberta Roadbuilders & Heavy Construction Association. Athabasca Board and Committee Membership
	Board of Directors Resources, Environmental, Health and Safety Committee (Chair) Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(1)
	515,922 57,000 137,501 Public Company Board Membership
	None

(1) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Robert Beekhuizen	CEO and Director
Calgary, AB Non-Independent(1) Director since: June 15, 2018	Robert Beekhuizen is CEO of Athabasca and has 30+ years industry experience including prior senior executive roles with AltaGas Ltd., Granite Construction Inc., Fluor Corporation, Husky Energy Inc., and Flint Energy Services Ltd. (now URS Corporation). Mr. Beekhuizen has managed and directed organizations and multibillion dollar capital programs with responsibilities encompassing engineering, procurement, fabrication, construction, commissioning & operations. His sector experience includes international and domestic ventures in Oil & Gas, Oilsands, Refining, Midstream, Power, Mining, and Infrastructure. Mr. Beekhuizen has successfully established sanction requirements for Owner and Contractor organizations at board levels, and has been appointed to the board of wholly-owned subsidiaries. He has successfully tendered and negotiated individual risk- based contracts of $1 billion. His expertise includes organizational development & performance management, integrated delivery of major capital programs, and contracting models that align the supply chain with a collective commitment to achieve and preserve stakeholders' value. Mr. Beekhuizen is a registered professional engineer (APEGA), and holds BSc, B.Eng. and M.Eng degrees, with graduate school specialization in Project Management. He has been a guest lecturer in Project Management, Construction Management, and Procurement (Tendering) at the University of Calgary in both the Engineering and MBA faculties. Robert received his ICD.D designation from the Institute of Corporate Directors. Athabasca Board and Committee Membership
	Board of Directors Compensation, Corporate Governance and Nominating Committee
	Securities Held as of May 5, 2021
	AMI Shares DSUs Total market value (Total at Risk) ($)(2)
	1,254,676 372,000 390,402 Public Company Board Membership
	None

(2) Mr. Beekhuizen is considered non-independent due to his current role as CEO of the Corporation.

(3) Total market value = number of Common Shares or DSUs × closing price of the Common Shares on the Exchange on May 3, 2021 of $0.24.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Additional Information about Director Nominees

Cease Trade Orders

No proposed director, within ten years before the date of this Circular, has been a director, Chief Executive Officer (“ CEO ”) or Chief Financial Officer (“ CFO ”) of any company that: (a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “ Order ”) that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.

Bankruptcies

No proposed director, within ten years before the date of this Circular, 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 the proposed director 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.

Personal Bankruptcies

No proposed director has, within ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties and Sanctions

No proposed director 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 securityholder in deciding whether to vote for a proposed director, other than a settlement agreement entered into before December 31, 2000 that would likely not be important to a reasonable securityholder in deciding whether to vote for a proposed director.

Voting Recommendation

It is the intention of the management designees, if named as proxyholder, to vote for the election of the abovementioned persons to the Board unless otherwise directed. Management does not contemplate that any of such nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees does not stand for election or is unable to serve as such, the management designees, if named as proxyholder, reserve the right to vote for any other nominee at their discretion.

Athabasca Minerals Inc. ● 2021 Management Information Circular

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2020 Named Executive Officers

The following Compensation Discussion and Analysis describes the 2020 compensation program for our Named Executive Officers (“ NEOs ”). For 2020, our NEOs were:

Name	Title
Robert Beekhuizen, P.Eng., M.Eng., ICD.D	Chief Executive Officer
Dana Archibald, BSc, RPF	Chief Operating Officer
Mark Smith, MBA, P.Eng.	Chief Financial Officer

Compensation Program

The compensation program of the Corporation is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve the Corporation’s corporate objectives and to increase shareholder value. The main objective of the executive compensation program is to recognize the contribution of the executive officers to the overall success and strategic growth of the Corporation. The executive compensation program is designed to reward management performance by aligning a component of compensation with the Corporation’s business performance and share value.

As discussed below, executive officers are rewarded for the achievement of annual operating and financial goals, progress in executing the Corporation’s long-term growth strategy and delivering strong total shareholder return performance. The philosophy of the Corporation is to pay management a total compensation amount that is competitive with other junior resource companies and is consistent with the experience and responsibility level of the executive. The Corporation reviews industry compensation information in general in determining its level of overall compensation for executive officers but does not focus on any particular benchmark companies. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and longterm basis. The Compensation, Corporate Governance and Nominating Committee of the Board (the “ CC Committee ”) recommends executive compensation and is also responsible for the review, approval and establishment of the Corporation’s bonus plan.

The compensation program is comprised of three components:

Compensation Component	Objectives	Form
Base Salary	To provide fixed compensation that reflects the market	Cash / Shares1
	value for the role,skills and experience of the executive.
Discretionary Annual Incentives	To provide a variable component of compensation based on	Cash
	overall corporate performance and the executive’s individual
	performance.
Long-term Incentives	To provide alignment with shareholder interests and the	Equity
	Corporation’s long-term business strategy.This is “at risk”
	compensation.

(1) Effective June 1, 2020, the Corporation implemented the ESP Plan.

Together, these components support the Corporation’s long-term growth strategy and the following objectives:

to align executive compensation with Shareholders’ interests;
to attract and retain highly qualified management; and
to focus performance by linking incentive compensation to the achievement of business objectives and financial results.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Each element of compensation is considered individually and in aggregate with each other element in determining the amount of each level of compensation that is considered appropriate having regard to the factors considered relevant to compensation of the Corporation’s executive officers discussed herein.

Base Salary - ESP Plan

Effective June 1, 2020, the Corporation implemented the ESP Plan. The ESP Plan is intended to enable Participants to acquire Common Shares in the Corporation in a convenient and systematic manner, so as to encourage continued employee interest in the operation, growth and development of the Corporation, as well as to provide an additional investment opportunity to eligible Participants of the Corporation and its subsidiaries. Further, in an effort to preserve the Corporation’s cash position during the COVID-19 pandemic and economic downturn, the Participants were able to contribute up to 10% of their base salary in order to purchase Common Shares issued from treasury.

The ESP Plan remains subject to Exchange policies and requisite Shareholder approvals, including disinterested Shareholder approval in accordance with the policies of the Exchange.

Long-term Incentives

Stock Options

Stock options (“ Options ”) offered through the Stock Option Plan provide incentives to the Corporation’s management and directors to achieve the Corporation’s long-term objectives. Increasing the value of the Common Shares increases the value of the Options that may be granted under the Stock Option Plan. This incentive closely links the interests of the executive officers and directors to those of the Shareholders of the Corporation.

Share Unit Plans

On June 24, 2019, the Share Unit Plans were first approved at the annual and special meeting of Shareholders.

Deferred Share Unit Plan

A DSU is a notional share that has the same value as one Common Share. Its value fluctuates with variations in the market price of Common Shares. DSUs do not have voting rights.

DSUs vest 1/3 on the first, second, and third anniversary of the date of grant. If a participant ceases to hold tenure prior to the DSU scheduled vesting date, the participant’s right to such non-vested DSUs shall terminate and be forfeited.

The value of the vested DSUs shall be redeemable by the participant at the participant’s option following resignation, retirement, or death. The value of the DSUs redeemed shall be equal to the market value, defined as the five-day volume weighted average price, of the Common Shares and shall be paid in the form of cash less applicable withholding taxes.

The Board may, subject to Shareholder and Exchange approvals, redeem all or a portion of the vested DSUs by issuing an equivalent number of the Common Shares on a one-for-one basis.

Restricted Share Unit Plan

RSUs will vest based on a schedule determined by the Board, which may be based on continued employment, services provided, or other such terms and conditions including, without limitation, performance criteria. Unless otherwise determined by the Board, RSUs will vest 1/3 on the first, second, and the earlier of the third anniversary of the date of grant or December 15 of the third calendar year following the service year in respect of which the RSUs were granted.

The expiry date of each RSU shall be determined by the Board. On the participant’s termination date, any RSUs that haven’t vested shall terminate and become null and void as of such date with the exception of termination by reason of death. If termination occurs as a result of retirement, any RSUs which have not vested terminate immediately, other than those RSUs which would have become vested RSUs within one year from the date of retirement, which will continue to vest in accordance with the Stock Option Plan. If termination occurs as a result of termination for cause, the participant shall forfeit any and all rights to hold or be paid out in respect of all RSUs, whether or not the RSUs are vested.

Athabasca Minerals Inc. ● 2021 Management Information Circular

The RSU payment date is to be selected by the Board following the vesting date of the RSU, but shall not extend beyond December 15 of the third year following the service year for any particular RSU grant. The payment shall be equal to the number of vested RSUs at the fair market value, defined as the five-day volume weighted average price of the Common Shares, and shall be paid in the form of cash less applicable withholding taxes.

Subject to Shareholder and Exchange approvals, the Board may elect to issue a number of whole shares of the Corporation that is equal to the number of whole vested RSUs, in lieu of a cash payment.

The DSU Plan and RSU Plan remain subject to Exchange policies and requisite Shareholder approvals, including disinterested Shareholder approval in accordance with the policies of the Exchange.

As mentioned above, it is anticipated that a portion of the Corporation’s executive compensation will consist of discretionary annual incentives and Options granted under the Stock Option Plan. For discretionary annual incentives, such compensation is “at risk”, and for Options, such compensation is both “long term” and “at risk”. Accordingly, such compensation is directly linked to the achievement of long-term value creation. As the benefits of such compensation, if any, are generally not realized by an executive until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks, that are: (i) beneficial to them from the standpoint of their compensation; or (ii) at the expense of the Corporation and its Shareholders, is reduced.

Due to the small size of the Corporation, and the current level of the Corporation’s activity, the Board and the CC Committee are able to closely monitor and consider any risks which may be associated with the Corporation’s compensation policies and practices. The Board determined that there were not any identified risks arising from the Corporation’s compensation plans or policies that would reasonably be expected to have a material adverse effect on the Corporation.

The Corporation does not have any policy in place to permit an executive officer or director to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Option-Based Awards

The Board granted an aggregate of 932,800 Options under the Stock Option Plan to directors and executive officers during the financial year ended December 31, 2020. The Corporation took into account the number of outstanding Options in determining the grant of Options in 2020.

The allocation of the number of Options granted among the directors and officers of the Corporation is determined by the Board. See “ Incentive Plan Awards ” below and “ Director Compensation – Incentive Plan Awards ” below.

Share-based Awards

The Board granted an aggregate of 243,000 DSUs to directors and executive officers during the financial year ended December 31, 2020. The Corporation took into account the number of outstanding DSUs in determining the grant of DSUs in 2020.

The allocation of the number of DSUs granted among the directors and officers of the Corporation is determined by the entire Board. See “ Executive Compensation Incentive Plan Awards ” below and “ Director Compensation – Incentive Plan Awards ” below.

The Board granted an aggregate of 342,145 Common Shares through the ESP Plan to directors and executive officers during the financial year ended December 31, 2020.

The allocation of the number of DSUs and Common Shares granted through the Plans among the directors and officers of the Corporation is determined by the Board. See “ Executive Compensation Incentive Plan Awards ” below and “ Director Compensation – Incentive Plan Awards ” below.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Compensation Governance

All members of the CC Committee are knowledgeable about the Corporation’s compensation programs and possess an understanding of compensation theory and practice, personnel management and development, succession planning and executive development.

The following are the current members of the CC Committee as of May 5, 2021:

Director	Independent(1)	Position	Experience
Neil Manning	Yes	Chair	Former President, Chief Executive Officer and Director of Wajax Corporation. He currentlysits on the board of TFL International Inc.
Jon McCreary	Yes	Director	CEO of JMAC Energy Services Inc. since 2008. Previously CFO of a publicly-traded bank.
Don Paulencu	Yes	Director	Employed at Deloitte LLP for 39 years. He currently sits on three boards.
			CEO of Athabasca and has 30+ years industry experience including prior
Robert Beekhuizen(2)	No	Director	senior executive roles with AltaGas, Granite Construction, Fluor, Husky
			Energy,and Flint/URS.

Notes:

(1) As defined by NI 52-110.
(2) Mr. Beekhuizen is not independent by virtue of being the Corporation’s CEO.

The CC Committee is responsible for making recommendations to the Board concerning:

(i) the compensation philosophy of the Corporation as recommended by the CEO;
(ii) the policies with respect to the compensation of executive officers of the Corporation;
(iii) the compensation package for the CEO after a review and concurrence with annual objectives in the context of the Corporation’s strategic and business plan;
(iv) the assessment of the performance of the CEO and the level of performance compensation;
(v) the compensation packages of the executive officers of the Corporation after review and concurrence with their objectives as agreed to between them and the CEO;
(vi) the level of performance compensation of the executive officers of the Corporation after review and concurrence with the CEO’s assessment of their performance and performance compensation recommendations;
(vii) the administration of the Stock Option Plan, the DSU Plan, the RSU Plan and the ESP Plan, and the granting of incentives thereunder;
(viii) the compensation of directors; and
(ix) the report with respect to executive compensation for inclusion in the Corporation’s annual management information circular, among other things.

The CC Committee has unrestricted access to the Corporation’s personnel and documents, and is provided with the resources necessary, including, as required, the engagement and compensation of outside advisors, to carry out its responsibilities.

As part of its annual review of the Corporation’s compensation policies and practices, the CC Committee considers the implications of risks associated with the Corporation’s compensation policies and practices. The CC Committee keeps itself apprised of the current compensation trends in the aggregates management and natural resources industries and also draws upon the committee members’ backgrounds as executives of publicly-traded oil and gas issuers to help identify and mitigate compensation policies and practices that could encourage an executive officer or individual at a principal business unit or division to take inappropriate or excessive risks.

Athabasca Minerals Inc. ● 2021 Management Information Circular

2021 Executive Compensation Update

In response to the COVID-19 pandemic and economic downturn, the Corporation undertook a number of cost reduction initiatives. Effective January 1, 2021, the Corporation implemented 10% reductions of management salaries and Board fees. Following the approval of the ESP Plan by Shareholders at the Meeting, the Corporation expects to reimplement the ESP Plan, with salaries paid with 90% cash and 10% in Common Shares.

2020 Executive Compensation

2020 Compensation Components

Effective June 1, 2020, the compensation program was revised with these three components:

Compensation Component	Objectives	Form
Base Salary	To provide fixed compensation that reflects the market value	90% Cash / 10% Shares
	for the role,skills and experience of the executive.
Discretionary Annual Incentives	To provide a variable component of compensation based on	Cash
	overall corporate performance and the executive’s individual
	performance.
Long-term Incentives	To provide alignment with Shareholder interests and the	Equity
	Corporation’s long-term business strategy.This is “at risk”
	compensation.

Athabasca Minerals Inc. ● 2021 Management Information Circular

2020 Executive Compensation Table

The following table provides information concerning compensation paid to the NEOs for the years ended December 31, 2020, 2019, and 2018.

	At Risk Compensation Non-Equity Incentive Plan Compensation($)
Name and Principal Position	Year Salary ($) Share- Based Awards (1) ($) Option- Based Awards(2) ($) Annual Incentive Plans Long- Term Incentive Plans Pension Value ($) All Other Comp.(3) ($) Total Comp. ($)
Robert Beekhuizen(4) CEO	2020 275,000 38,933 56,138 Nil Nil Nil 4,020 374,092
	2019 275,000 152,010 54,717 Nil Nil Nil 735 482,462
	2018 280,391 Nil 54,708 Nil Nil Nil Nil 335,099
Dana Archibald(5) Chief Operating Officer(“COO”)	2020 185,000 25,838 32,226 Nil Nil Nil 4,226 247,289 2019 185,000 101,340 114,645 Nil Nil Nil Nil 400,985
Mark Smith(6) CFO	2020 150,000 23,612 22,019 Nil Nil Nil 4,533 200,163
	2019 149,114 91,800 39,084 Nil Nil Nil 224 280,222
	2018 11,201 Nil 29,585 Nil Nil Nil Nil 40,786
Lucas Murray(7) Former CFO and Corporate Secretary	2018 119,536 Nil 7,856 Nil Nil Nil Nil 127,392

Notes:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, Common Share equivalent units and stock. For share-based awards, the fair value of awards at the grant date reflects the number of RSUs or DSUs awarded multiplied by the grant price. We use this methodology for consistency with market practice and with the methodology used in competitive market analysis. The grant price was calculated as the closing price of the common share prices on the Exchange on the grant date.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Scholes option pricing model. Unexercised “in-the-money” options refer to the options in respect of which the fair market value of the underlying securities as at the financial year end exceeds the exercise or base price of the Option. See “ Narrative Discussion ” below. The weighted average fair value price of the options granted was $0.10 for 2020. (December 31, 2019: $0.30) As of December 31, 2020, the weighted average remaining contractual life of the options outstanding is 3.66 years.
(3) Perquisites provided to the NEOs do not reach the prescribed disclosure threshold of the lesser of $50,000 and 10% of total salary for the financial year.
(4) Mr. Beekhuizen was appointed as CEO on June 19, 2017, and he was appointed to the Board on June 15, 2018. Mr. Beekhuizen does not receive compensation for his role as a member of the Board.
(5) Mr. Archibald was appointed as COO on January 7, 2019.
(6) Mr. Smith was appointed Interim CFO on November 30, 2018, and then CFO on February 1, 2019.
(7) Mr. Murray served as CFO from October 5, 2017 to November 30, 2018.

Narrative Discussion

Calculating the value of Options using the Black-Scholes option pricing model is very different from a simple “in-themoney” value calculation. Options that are well out-of-the-money can still have a significant “grant date fair value” based on a Black-Scholes option pricing model, especially where, as in the case of the Corporation, the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an “in-the-money” option value calculation.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Below is a breakdown of the NEOs’ 2020 compensation:

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----- Start of picture text -----

2020 CEO Compensation Breakdown 2020 COO Compensation Breakdown 2020 CFO Compensation Breakdown
Base Salary Base Salary Base Salary
74% 76% 77%
At Risk Comp At Risk Comp At Risk Comp
26% 24% 23%
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Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each NEO of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year. None of the awards disclosed in the table below have been transferred at other than fair market value.

Name and Title Securities Underlying Unexercised Options (#) Robert Beekhuizen CEO 105,000 475,000 72,000 75,000 250,000 180,000	Option-Based Awards Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (1) (2) ($) $0.14 25-Nov-25 Nil $0.17 16-Apr-25 Nil $0.33 06-Dec-24 Nil $0.57 22-May-24 Nil $0.17 04-Jun-23 Nil $0.26 23-Nov-23 Nil	Share-Based Awards
		Shares or Units of Shares that have not vested (#) Market or Payout Value of Share- Based Awards that have not vested(3) ($) 273,000 35,490
Dana Archibald COO 67,200 48,000 98,000 60,000 100,000	$0.14 25-Nov-25 Nil $0.17 16-Apr-25 Nil $0.33 06-Dec-24 Nil $0.57 22-May-24 Nil $0.28 09-Jan-23 Nil	180,000 23,400
Mark Smith CFO 63,000 45,000 45,000 60,000 100,000 70,000	$0.14 25-Nov-25 Nil $0.17 16-Apr-25 Nil $0.33 06-Dec-24 Nil $0.57 22-May-24 Nil $0.30 13-Sep-23 Nil $0.26 23-Nov-23 Nil	165,000 21,450

Notes:

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the Option.

(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2020 (the last day the Common Shares traded in the most recently completed financial year), being $0.13 per Common Share and the exercise price of the Options.

(3) Share-based awards include DSUs granted under the DSU Plan which were held by the NEOs as at December 31, 2020. DSUs cannot be redeemed until a NEO is no longer any of a director, officer or employee of the Corporation. Value of DSUs is calculated based on the closing price of $0.13 per Common Share on the Exchange as at December 31, 2020.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or are “in-themoney” and any non-equity incentive plan compensation earned during the year ended December 31, 2020 for each NEO.

			Non-Equity Incentive Plan
	Option-Based Awards - Value	Share-Based Awards - Value	Compensation - Value earned
	vested during the year(1)	vested during the year	during the year
Name and Title	($)	($)	($)
Robert Beekhuizen CEO	Nil	Nil	N/A
Dana Archibald COO	Nil	Nil	N/A
Mark Smith
CFO	Nil	Nil	N/A

Note:

(1) Based on the difference between the market prices of the Common Shares on the Exchange on the vesting dates and the exercise price.

Pension Plan Benefits

The Corporation does not have in place any pension plans that provide for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

Other than as set forth below, the Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a named executive officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a named executive officer’s responsibilities. There is also a provision for double trigger acceleration, whereby a termination payment will be made only after a change of control occurs as well as good reason.

Change of Control is defined as:(i) the acceptance by the Shareholders, representing in the aggregate more than fifty percent (50%) of all issued and outstanding Shares, of any offer, whether by way of a takeover bid or otherwise, for any or all of the Shares; (ii) the acquisition hereafter, by whatever means (including, without limitation, by way of an arrangement, merger or amalgamation), by a person (or two or more acting jointly or in concert), directly or indirectly, of the beneficial ownership of, or control or direction over, Shares or rights to acquire Shares, together with such person's then owned Shares and rights to acquire Shares, if any, representing more than fifty percent (50%) in aggregate of all issued and outstanding Shares (except where such acquisition is part of a bona fide reorganization of the Corporation in circumstances where the affairs of the Corporation are continued, directly or indirectly, and where the shareholdings remain substantially the same following the reorganization as existed prior to the re-arrangement); Athabasca Minerals Inc. (iii) the passing of a resolution by the Shareholders to substantially liquidate the assets or wind-up or significantly rearrange the affairs of the Corporation in one or more transactions or series of transactions (including by way of an arrangement, merger or amalgamation) or the commencement of proceedings for such a liquidation, winding-up or rearrangement (except where such resolution relates to a liquidation, winding-up or rearrangement as part of a bona fide reorganization of the Corporation in circumstances where the affairs of the Corporation are continued, directly or indirectly, and where the shareholdings remain substantially the same following the reorganization as existed prior to the re-arrangement); (iv) the sale by the Corporation of all or substantially all of its assets (other than to an affiliate of the Corporation in circumstances where the affairs of the Corporation is continued, directly or indirectly, and where the shareholdings of the Corporation remain substantially the same following the sale as existed prior to the sale); (v) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the Shareholders involving a contest for, or an item of business relating to the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election; or (vi) any other event which, in the opinion of the Board, reasonably constitutes a change of control of the Corporation.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Good reason is defined as one or more of the following, the executive (a) is terminated without cause or (b) resigns because of a material diminution in his or her salary, authority, duties, or responsibility or because a material change was made to the geographic location where he or she must perform his or her services.

Effective June 12, 2017, the Corporation entered into an executive employment agreement with Robert Beekhuizen, the CEO of the Corporation (the “ Beekhuizen Employment Agreement ”). Pursuant to the Beekhuizen Employment Agreement, Mr. Beekhuizen is entitled to a payment in an amount equal to 12 months’ base salary in lieu of notice if his employment is terminated without cause. Effective January 23, 2020, the Beekhuizen Employment Agreement was amended with updated change of control and double trigger provisions.

Effective November 30, 2018, the Corporation entered into an executive employment agreement with Mark Smith, the CFO of the Corporation (the “ Smith Employment Agreement ”). Pursuant to the Smith Employment Agreement, Mr. Smith is entitled to a payment in an amount equal to six months’ base salary in lieu of notice if his employment is terminated without cause. Effective January 23, 2020, the Smith Employment Agreement was amended with updated change of control and double trigger provisions.

Effective January 9, 2019, the Corporation entered into an executive employment agreement with Dana Archibald, the COO of the Corporation (the “ Archibald Employment Agreement ”). Pursuant to the Archibald Employment Agreement, Mr. Archibald is entitled to a payment in an amount equal to six months’ base salary in lieu of notice if his employment is terminated without cause. Effective January 23, 2020, the Archibald Employment Agreement was amended with updated change of control and double trigger provisions.

The following table shows the estimated compensation payable assuming a NEO had been terminated effective on December 31, 2020.

	Trigger Event Severance Period (months) Salary(1) ($) Annual Incentive(2) ($) DSU Plan Payments(3) ($) Benefits and Perquisites ($) Total ($)
Robert Beekhuizen CEO	Change of Control 24 550,000 - 38,610 0 588,610
	Termination without cause 12 275,000 - 38,610 0 313,610
	Termination for cause - - - - - -
	Resignation - - - - - -
	Death or retirement - - - - - -
Dana Archibald COO	Change of Control 18 277,500 - 23,400 - 300,900
	Termination without cause 6 92,500 - 23,400 - 115,900
	Termination for cause - - - - - -
	Resignation - - - - - -
	Death or retirement - - - - - -
Mark Smith CFO	Change of Control 18 225,000 - 23,400 - 248,400
	Termination without cause 6 75,000 - 23,400 - 98,400
	Termination for cause - - - - - -
	Resignation - - - - - -
	Death or retirement - - - - - -

Notes:

(1) NEOs annual salary multiplied by the number of months in the severance period.

(2) NEOs 2020 target annual incentive bonus multiplied by the number of months in the severance period.

(3) Represents the full amount of the outstanding DSUs at December 31, 2020. The DSU Plan Payment is the number of DSU at December 31, 2020 multiplied by the share price of $0.13 at December 31, 2020.

Athabasca Minerals Inc. ● 2021 Management Information Circular

DIRECTOR COMPENSATION

Our director compensation program is designed to balance and align the interest of the Corporation and our Shareholders. The program is designed to attract and retain highly qualified people to serve on our Board as well as reflect the responsibilities and risks of being a director.

Robert Beekhuizen, Athabasca’s CEO, does not receive any additional compensation for his service as a director; his compensation is fully earned as CEO of Athabasca, which can be reviewed in the preceding disclosure under “ Executive Compensation ” beginning on page 18.

2021 Director Compensation Update

2020 Director Compensation Update

In the second quarter of 2020, due to the COVID-19 pandemic and overall industry conditions, the Board voted to implement annual flat fees as part of the cost reduction program within the Corporation. The changes were effective April 1, 2020.

==> picture [157 x 29] intentionally omitted <==

Effective June 1, 2020, the Corporation implemented the ESP Plan. The ESP Plan is intended to enable Participants to acquire Common Shares in the Corporation in a convenient and systematic manner, so as to encourage continued employee interest in the operation, growth and development of the Corporation, as well as to provide an additional investment opportunity to eligible Participants of the Corporation and its subsidiaries. Further, in an effort to preserve the Corporation’s cash position during the COVID-19 pandemic and economic downturn, the Participants were able to contribute up to 10% of their base salary or board fees, in order to purchase Common Shares issued from treasury. The ESP plan was approved by Shareholders at the Annual Meeting on September 22, 2020 and was in effect until December 31, 2020.

Athabasca Minerals Inc. ● 2021 Management Information Circular

2020 Director Compensation Table

The following table sets forth all compensation provided to directors who are not insiders of the Corporation (collectively, the “ Outside Directors ” and individually an “ Outside Director ”) for the financial year ended December 31, 2020.

			Option-	Non-Equity
	Base Fees	Share-Based	Based	Incentive Plan	Pension	All Other
	Earned	Awards(1)	Awards(2)	Compensation	Value	Compensation	Total
Name and Title	($)	($)	($)	($)	($)	($)	($)
Don Paulencu Chair of the Board	42,250	19,722	8,952	Nil	Nil	Nil	70,924
Terrance Kutryk Board Member	34,250	6,369	5,562	Nil	Nil	Nil	46,182
Neil Manning Board Member	33,750	6,369	5,562	Nil	Nil	Nil	45,682
Jon McCreary(3) Board Member	4,800	0	199	Nil	Nil	Nil	4,999
Dale Nolan Board Member	33,750	8,277	6,306	Nil	Nil	Nil	48,333

Note:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, Common Share equivalent units and stock. For share-based awards, the fair value of awards at the grant date reflects the number of RSUs or DSUs awarded multiplied by the grant price. We use this methodology for consistency with market practice and with the methodology used in competitive market analysis. The grant price was calculated as the closing price of the common share prices on the Exchange on the grant date.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Scholes option pricing model. Unexercised “in-the-money” options refer to the options in respect of which the fair market value of the underlying securities as at the financial year end exceeds the exercise or base price of the Option. See “ Summary Executive Compensation Table – Narrative Discussion ” on page 23. The weighted average fair value price of the options granted was $0.10 for 2020. As of December 31, 2020, the weighted average remaining contractual life of the options outstanding is 3.66 years.
(3) Mr. McCreary was appointed to the Board effective November 1, 2020.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Outside Director of the Corporation as of the most recent financial year end, including awards granted during the year ended December 31, 2020.

Name and Title	Securities Underlying Unexercised Options (#)	Option-Based Awards Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (1) (2) ($)	Share-Based Awards
			Shares or Units of Shares that have not vested (#) Market or Payout Value of Share- Based Awards that have not vested (3) ($)
Don Paulencu Chair of the Board	16,800	0.14 25-Nov-25 Nil 0.17 16-Apr-25 Nil 0.33 06-Dec-24 Nil 0.57 22-May-24 Nil $0.24 13-Jan-22 Nil $0.17 04-Jun-23 Nil $0.26 23-Nov-23 Nil	58,000 7,540
	12,000
	84,000
	45,000
	120,000
	75,000
	50,000
Terrance Kutryk Board Member	12,600	$0.14 25-Nov-25 Nil	33,000 4,290
	9,000	$0.17 16-Apr-25 Nil
	36,000	0.33 06-Dec-24 Nil
Neil Manning Board Member	12,600	0.14 25-Nov-25 Nil 0.17 16-Apr-25 Nil 0.33 06-Dec-24 Nil	33,000 4,290
	9,000
	36,000
Jon McCreary Board Member	36,000	0.14 25-Nov-25 Nil	36,000 4,680
Dale Nolan Board Member	12,600	0.14 25-Nov-25 Nil 0.17 16-Apr-25 Nil 0.33 06-Dec-24 Nil 0.57 22-May-24 Nil $0.24 13-Jan-22 Nil $0.17 04-Jun-23 Nil $0.26 23-Nov-23 Nil	41,000 5,330
	9,000
	18,000
	30,000
	75,000
	75,000
	50,000

Notes:

(1) Unexercised “in-the-money” options refer to the options in respect of which the fair market value of the underlying securities as at the financial year end exceeds the exercise or base price of the Option.

(3) Share-based awards include DSUs held as at December 31, 2020. DSUs cannot be redeemed until the director is no longer any of a director, officer or employee of the Corporation.

(4) Value of DSUs is calculated based on the closing price of $0.13 per Common Share on the Exchange as at December 31, 2020.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Director Incentive Plan Awards - Value Vested or Earned During the Year

			Non-Equity Incentive Plan
	Option-Based Awards - Value	Share-Based Awards - Value	Compensation - Value earned
	vested during the year(1)	vested during the year	during the year
Name and Title	($)	($)	($)
Don Paulencu Chair of the Board	Nil	Nil	N/A
Terrance Kutryk Board Member	Nil	Nil	N/A
Neil Manning Board Member	Nil	Nil	N/A
Jon McCreary Board Member	Nil	Nil	N/A
Dale Nolan Board Member	Nil	Nil	N/A

Note:

(1) Based on the difference between the market prices of the Common Shares on the vesting dates and the average exercise price.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed for which compensation was not offered on the same terms to all full-time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

Director Share Ownership Policy

The Board believes that directors will more effectively represent the Shareholders’ interest if they have an investment in the shares of Athabasca. On May 21, 2020, the Board approved a share ownership policy for the Outside Directors of the Corporation. All Outside Directors are required to own, at a minimum, three times their annual retainer fee in shares of the Corporation, based on the greater of cost or market value. The Outside Directors are required to attain this level within the initial three years after becoming a director.

Athabasca Minerals Inc. ● 2021 Management Information Circular

The following table provides information about the number and value of Common Shares owned by our Outside Directors on May 5, 2021. The value of each Athabasca share is based on the closing price on May 3, 2021 of $0.24.

				Market Value of
	Minimum	Number of AMI	Cost Value of AMI	AMI Shares
	Ownership	Shares Owned,	Shares Owned,	Owned,
	Requirement	Controlled or	Controlled or	Controlled or	Meets	Current
Name	(times base fees)	Directed	Directed	Directed(1)	Target(2)	Status(2)
Don Paulencu
Chair of the Board	3.0x	2,017,694	413,873	484,247	Yes	11.5x
Terrance Kutryk Board Member	3.0x	321,322	72,505	77,117	In Progress	2.3x
Neil Manning Board Member	3.0x	518,155	162,208	124,357	Yes	4.8x
Jon McCreary Board Member	3.0x	7,931,771	1,000,800	1,903,625	Yes	396.6x
Dale Nolan
Board Member	3.0x	515,922	150,452	123,821	Yes	4.5x

Note:

(1) The Market Value is based on the closing price of $0.24 on May 3, 2021.

(2) Based on the greater of the cost of purchasing the shares and the market value of the shares. Board members have three years from appointment date to fulfill minimum ownership requirements.

Athabasca Minerals Inc. ● 2021 Management Information Circular

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as of December 31, 2020.

				Number of securities
	Number	of securities to be		remaining available for future
	issued	upon exercise of	Weighted-average exercise	issuance under equity
	outstanding options, RSUs,		price of outstanding options,	compensation plans (excluding
Plan Category		DSUs(a)	RSUs, DSUs(b)	outstanding securities in(a)) (1)
Equity compensation plans approved by securityholders	Options RSUs DSUs	1,673,800 Nil 243,000	0.16 n/a 0.17	n/a n/a n/a
	ESP Plan	1,150,939	0.14	n/a
Equity compensation plans not approved bysecurityholders		Nil	n/a	Nil
Total		3,067,739		2,843,276

Note:

(1) The aggregate number of equity linked compensation units that may be reserved for issuance under the Equity Compensation Plans shall not collectively exceed 10% of the Corporation’s issued and outstanding shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

MANAGEMENT CONTRACTS

During the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, no director or executive officer of the Corporation or any proposed nominee of management of the Corporation for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

Athabasca Minerals Inc. ● 2021 Management Information Circular

AUDIT COMMITTEE

Audit Committee Terms of Reference

The text of the Audit Committee charter is set out as Schedule “A” to this Circular.

Audit Committee Composition

The following are the members of the Audit Committee, as at the date hereof:

Director	Independent(1)	Position	Financially Literate
Terrance Kutryk	Yes	Chair	Yes
Don Paulencu	Yes	Director	Yes
Neil Manning	Yes	Director	Yes

Note:

(1) As defined by NI 52-110.

Relevant Education and Experience

Mr. Kutryk was the former President and Chief Executive Officer of Alliance Pipeline Ltd. and he currently sits on various boards of directors.

Mr. Paulencu was employed at Deloitte LLP for 39 years and served as audit partner for 32 years. Mr. Paulencu served in many leadership capacities in the Edmonton office of Deloitte LLP including office managing partner for ten years, and has provided audit, accounting, tax and advisory services to both public and private companies. Mr. Paulencu is a chartered accountant who is a member of the Institute of Chartered Accountants of Alberta and a member of the Institute of Corporate Directors.

Mr. Manning was the former President, Chief Executive Officer and Board Director of Wajax Corporation and he currently sits on the board of a public company. Mr. Manning brings over four decades of experience as an entrepreneur, investor, and executive in both private and publicly-traded companies and provides public market experience, and financial and analytical expertise and capabilities.

All members of the Audit Committee have been either directly or indirectly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or as a member of the Audit Committee. All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.

Audit Committee Oversight

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

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in Part IV(a)(5)(ix) of the Audit Committee charter.

Athabasca Minerals Inc. ● 2021 Management Information Circular

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Corporation. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making. To achieve this goal, the Corporation has a written code of business conduct and ethics, a mandate of the Board, a whistle blowing policy, the CC Committee terms of reference and the previously disclosed Audit Committee terms of reference.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Corporation is required to disclose its corporate governance practices as summarized below.

Board of Directors

The Board is currently comprised of six members. All current directors are nominated for re-election at the Meeting.

Name	Independent(1)	Name	Independent(1)
Mr. Don Paulencu	Yes	Mr. Neil Manning	Yes
Mr. Terrance Kutryk	Yes	Mr. Jon McCreary (2)	Yes
Mr. Dale Nolan	Yes	Mr. Robert Beekhuizen(3)	No

Notes :

(1) As defined by NI 52-110.

(2) Mr. McCreary was appointed to the Board of Direction effective as of November 1, 2020.

(3) Mr. Robert Beekhuizen is not an independent director of the Corporation as Mr. Beekhuizen is the CEO of the Corporation.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director’s independent judgment. As disclosed above, a majority of the Board are independent directors. The independent judgment of the Board in carrying out its responsibilities is the responsibility of all directors. The Board facilitates independent supervision of management through meetings of the Board and through frequent informal discussions among independent members of the Board and management. In addition, the Board has free access to the Corporation’s external auditors, legal counsel and to any of the Corporation’s officers.

Directorships

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

Director	Other Reporting Issuers
Neil Manning	TFI International Inc. (NYSE and TSX: TFII)

Orientation and Continuing Education

New Board members receive an information package which includes reports on operations and results, and public disclosure filings of the Corporation. Board and committee meetings are sometimes held at the Corporation’s facilities and are combined with presentations by the Corporation’s management and employees to give the Board additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all Board members.

New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation’s business and to be advised by legal counsel of their legal obligations as directors of the Corporation. New directors are also given copies of the Corporation’s policies.

The introduction and education processes are reviewed on an annual basis by the Board and will be revised as necessary.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Ethical Business Conduct

The Board has adopted a written code of business conduct and ethics (the “ Code ”). The Code relates to the ethical, honest and fair conduct of the Corporation’s officers, and employees and addresses the following matters: conflicts of interest; corporate opportunities; confidentiality; protection and the proper use of the Corporation’s assets; insider trading; fair dealing; compliance with laws; discrimination and harassment; safety and health; accuracy of the Corporation’s records and reporting; use of email and internet services; political activities and contributions; gifts and entertainment; payments to domestic and foreign officials; and reporting of any illegal or unethical behavior. The Corporation has also adopted a Board mandate which governs the Board and addresses the functions and powers of the Board and some of the committees of the Board. The Corporation has also implemented a whistle blowing policy, which establishes the complaint procedure for concerns about any aspect of the Corporation’s activities and operations without fear of victimization, subsequent discrimination or disadvantage.

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

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of such interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board makes decisions regarding the size, structure and composition of the Board and its committees as well as the frequency of their meetings. It also annually assesses the performance of the directors and the Board as a whole. When considering candidates to be nominated for re-election or election, the Board considers the qualifications that should be required of directors of the Corporation and uses its discretion to determine, for each nominee, whether the qualifications have been met.

Other Board of Directors Committees

The Corporation has three standing committees including the Audit Committee, the CC Committee, and the Resources, Environmental, Health and Safety Committee (the “ REHSC ”). Each committee is discussed within this Circular.

The Board is also responsible for the following:

(i) the development and ongoing assessment of the overall governance of the Corporation, including making recommendations regarding the Corporation’s approach to corporate governance;
(ii) the assessment of the role of the Board and the general division of duties between the Board and the CEO; and
(iii) reviewing the Annual Information Form (“AIF”), if any, and the information circular, and recommending changes, if any, that should be made to them.

The responsibility of the REHSC is to assist the Board and the Audit Committee in fulfilling their responsibilities under their respective mandates primarily in respect to the estimation and disclosure of aggregates and mineral reserves and resources of the Corporation prior to its publication.

Athabasca Minerals Inc. ● 2021 Management Information Circular

Assessments

The CC Committee is also responsible for assessing the Board’s effectiveness and the effectiveness of its individual members and its committees. See “ Executive Compensation – Compensation Governance ” and “ Corporate Governance– Directorships ” above.

ADDITIONAL INFORMATION

For additional information relating to the Corporation, our financial statements and MD&A as well as our quarterly financial statements and AIF can be found at:

Online: www.sedar.com https://www.athabascaminerals.com

Copies of these documents are also available for free by contacting our Investor Relations department:

By email: [email protected]

By mail: Investor Relations Athabasca Minerals Inc. Suite 620, 407 2 Street SW Calgary, AB T2P 2Y3

BOARD APPROVALS

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

Athabasca Minerals Inc. ● 2021 Management Information Circular

SCHEDULE “A” AUDIT COMMITTEE CHARTER

Athabasca Minerals Inc. ● 2021 Management Information Circular

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Athabasca Minerals Inc. ● 2021 Management Information Circular

SCHEDULE “B” STOCK OPTION PLAN

ATHABASCA MINERALS INC.

STOCK OPTION PLAN

The purpose of the Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) Board means the Board of the Corporation;
(b) Common Shares means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;
(c) Corporation means Athabasca Minerals Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board or a duly empowered committee appointed by the Board;
(d) Discounted Market Price means the last per share closing price for the Common Shares on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;
(e) Exchange means the TSX Venture Exchange Inc. or any other stock exchange on which the Common Shares are listed;
(f) Exchange Policies means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;
(g) Expiry Date has the meaning ascribed thereto in Section 8 hereof;
(h)
Insider has the meaning ascribed thereto in Exchange Policies;
(i) Option means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board;
(j) Option Period means the period determined by the Board during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;
(k) Optionee means a person who is a director, officer, employee, consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation wholly- owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan;
(l) Plan shall mean the Corporation's incentive stock option plan as embodied herein and as from time to time amended;
(m) Restricted Option has the meaning ascribed thereto in Section 8 hereof; and
(n) Termination Date has the meaning ascribed thereto in Section 10(b) hereof.

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policy, including without limitation “Blackout Period”, "Consultant", "Employee", "Director", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier 1 Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

2. Administration

The Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of the Plan to a committee of directors appointed from time to time by the Board, in which case all references herein to the Board shall be deemed to refer to such committee.

3. Eligibility

The Board may at any time and from time to time designate those Optionees who are to be granted one or more Options pursuant to the Plan and grant one or more Options to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board. A person who has been granted an Option may, if such person is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board shall so determine.

4. Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any provision of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time employee of or a consultant to the Corporation or any of its subsidiaries.

Options will not be granted to an officer, employee or consultant of the Corporation, unless such participant is a bona fide Officer, Employee or Consultant of the Corporation.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at any time, and such aggregate number of Common Shares shall automatically increase or decrease as the number of issued and outstanding Common Shares changes. The Options granted under the Plan together with all of the Corporation's other previously established stock option plans or grants, shall not result at any time in:

(a) the number of Common Shares reserved for issuance pursuant to Options granted to Insiders exceeding 10% of the issued and outstanding Common Shares;
(b) the grant to Insiders within a 12 month period, of a number of Options exceeding 10% of the outstanding Common Shares; or
(c) the grant to all Optionees performing investor relations services, whether Consultants or Employees, of a number of Options exceeding 2% of the issued and outstanding Common Shares.

Subject to Exchange Policies, the aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options granted in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the date of grant. The aggregate number of Common Shares reserved for issuance to an Optionee who is a Consultant shall not exceed 2% of the issued and outstanding Common Shares determined at the date of grant.

Appropriate adjustments shall be made as set forth in Section 14 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of the Plan.

6. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board, all in accordance with the provisions of this Plan (herein referred to as the Stock Option Agreement ). The Stock Option Agreement will be in such form as the Board may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Should the terms and conditions contained in the Stock Option Agreement be inconsistent with the provisions of the Plan, the terms and conditions of the Plan will supersede those of the Stock Option Agreement.

7. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the Expiry Date), subject to earlier termination as provided in Sections 10 and 11 hereof. Notwithstanding the above, if the Expiry Date for any Option falls within a Blackout Period (such Options to be referred to as Restricted Options), the Expiry Date of such Restricted Options shall be automatically extended to the date that is the 10[th ] Business Day following the end of the Blackout Period, such 10[th ] Business Day to be considered the Expiry Date for such Restricted Options for all purposes under the Plan.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under the Plan shall be as determined by the Board when such Option is granted and shall be an amount that is not less than the Discounted Market Price of the Common Shares.

8. Exercise of Options

Unless otherwise specified by the Board at the time of granting an Option and except as otherwise provided in this Plan, each Option will vest and be exercisable as follows:

(a) one third of the Common Shares issuable pursuant to the exercise of an Option shall vest and may be purchased by way of the exercise of such Option on the date that is six months from the date of grant of such Option;
(b) an additional one third of the Common Shares issuable pursuant to the exercise of an Option shall vest and may be purchased by way of the exercise of such Option on the date that is one year from the date of grant of such Option; and
(c) the remaining one third of the Common Shares issuable pursuant to the exercise of an Option shall vest and may be purchased by way of the exercise of such Option on the date that is 18 months from the date of the grant of such Option.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law and the requirements of the Exchange. As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

Ceasing to be a Director, Officer, Employee or Consultant

Unless otherwise determined by the Board, and subject to the Exchange Policies,

(a) where an Optionee’s employment or term of office with the Corporation ceases by reason of the Optionee’s death then the provisions of Section 11 hereof shall apply;
(b) where an Optionee’s employment or term of office ceases by reason of (i) termination by the Corporation without cause (whether such termination occurs with or without any adequate reasonable notice, or with or without any adequate compensation in lieu of such reasonable notice) or (ii) voluntary resignation by such Optionee, then any Options held by such Optionee that are exercisable on the date such Optionee’s employment or term of office ceases (the Termination Date ) shall continue to be exercisable by such Optionee until the earlier of (A) the date that is thirty (30) days following the Termination Date and (B) the Expiry Date. Any Options held by such Optionee that are not exercisable as of the Termination Date shall immediately expire and be cancelled on the Termination Date; and
(c) where an Optionee’s employment or term of office ceases by reason of termination by the Corporation for cause, then any Options held by such Optionee, whether or not exercisable as of the Termination Date, shall immediately expire and be cancelled on the Termination Date.

10. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative; and
(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee's death.
Optionee's Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of the Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation, business combination or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or
(b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;
(b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;
(c) any rights offering of Common Shares, the number of Common Shares available under Options granted and the exercise price allocated to Options shall be adjusted, in such manner and by such procedure deemed appropriate by the Board, subject to applicable law and the Exchange Policies to reflect adjustments in the number of Common Shares arising as a result of such rights offering;
(d) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Optionee was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such Optionee would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, the Optionee had been the holder of the number of Common Shares to which the Optionee was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

14. Costs

The Corporation shall pay all costs of administering the Plan.

15. Termination and Amendment

(a) The Board may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.
(b) The Board may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.
(c) The Plan, and any amendments hereto, shall be subject to acceptance and approval by the Exchange. Any amendment to the Plan shall take effect only with respect to Options granted after the effective date of such amendment, provided that any such amendment may apply to any outstanding Options with the mutual consent of the Corporation and the Optionee to whom such Options have been granted, and any such Options or any Options granted prior to such Exchange approval and acceptance and effected by any such amendment shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

16. Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Common Shares, pay to the Corporation amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Corporation for such requirements. In order to implement this provision, the Corporation or any related corporation will have the right to retain and withhold from any payment of cash to the Optionee the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Corporation may require an Optionee receiving Common Shares upon the exercise of an Option to reimburse the Corporation for any such taxes required to be withheld by the Corporation and withhold any distribution to the Optionee in whole or in part until the Corporation is so reimbursed. In lieu thereof, the Corporation will have the right to withhold from any cash amount due or to become due from the Corporation to the Optionee an amount equal to such taxes. The Corporation may also retain and withhold or the Optionee may elect, subject to approval by the Corporation at its sole discretion,

to have the Corporation arrange for the sale on behalf of such Optionee a number of Common Shares having a market value not less than the amount of such taxes required to be withheld by the Corporation to reimburse the Corporation for any such taxes.

17. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

18. Prior Plans

On the effective date (as set out in Section 20 hereof), subject to Exchange approval and, if required, shareholder approval:

(a) the Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and
(b) all outstanding options shall be deemed to be granted pursuant to the Plan.

19. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be July 3, 2013, as amended, upon receipt of all necessary shareholder and regulatory approvals.

SCHEDULE “C” RESTRICTED SHARE UNIT PLAN AND DEFERRED SHARE UNIT PLAN

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SCHEDULE “D” EMPLOYEE SHARE PURCHASE PLAN

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Head Office 4409 94 Street NW Edmonton, AB T6E 6T7

AI assistant

Athabasca Minerals Inc. — Proxy Solicitation & Information Statement 2021

45965_rns_2021-05-20_607b6e5a-5b3f-4a60-a175-550db9904ca4.pdf

May 5, 2021

Contents

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Webcast and Phone Information:

Notice and Access

How to vote

WHERE CAN YOU ACCESS THIS CIRCULAR

MANAGEMENT INFORMATION CIRCULAR

SUMMARY

Athabasca 2021 Annual and Special Meeting of Shareholders

Shareholder Voting Matters

In this Circular:

Vote Your Shares

Corporate Governance Highlights

NOTICE TO READER

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

QUORUM

NOTICE AND ACCESS

VOTING SHARES

SIGNIFICANT SHAREHOLDERS

APPROVAL REQUIREMENTS

ADVANCE NOTICE

PARTICULARS OF MATTERS TO BE ACTED UPON

Receive 2020 Audited Consolidated Financial Statements and Auditor’s Report

Fix the Number of Directors to be Elected at the Meeting

Election of Directors

Appointment of Auditor

External Auditor Service Fees

Re-Approval of Stock Option Plan

Deferred Share Unit Plan and Restricted Share Unit Plan

Approval of Employee Share Purchase Plan

Other Business

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Additional Information about Director Nominees

Cease Trade Orders

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

Voting Recommendation

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2020 Named Executive Officers

Compensation Program

Base Salary - ESP Plan

Long-term Incentives

Stock Options

Share Unit Plans

Deferred Share Unit Plan

Restricted Share Unit Plan

Option-Based Awards

Share-based Awards

Compensation Governance

Notes:

2021 Executive Compensation Update

2020 Executive Compensation

2020 Compensation Components

2020 Executive Compensation Table

Notes:

Narrative Discussion

Below is a breakdown of the NEOs’ 2020 compensation:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year

Note:

Pension Plan Benefits

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

2021 Director Compensation Update

2020 Director Compensation Update

2020 Director Compensation Table

Note:

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Director Incentive Plan Awards - Value Vested or Earned During the Year

Athabasca Minerals Inc. Proxy Solicitation & Information Statement 2021