Auxico Resources Canada Inc. — AGM Information 2021

Jun 25, 2021

AUXICO RESOURCES CANADA INC.

NOTICE OF ANNUAL GENERAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on

July 15, 2021

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AUXICO RESOURCES CANADA INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 15, 2021

TAKE NOTICE that in order to comply with the measures imposed by the federal and provincial governments in the context of the COVID-19 pandemic, and in order to mitigate the risks for the health and safety of our communities, shareholders, employees and other stakeholders, the annual meeting (the “Meeting”) of shareholders of Auxico Resources Canada Inc. (“Auxico” or the “Corporation”) will be held solely by means of virtual meeting, rather than in person. Registered shareholders, proxyholders and appointees will all have an equal opportunity to participate at the Meeting online, regardless of their geographic location. However, the vast majority of shareholders vote by proxy in advance, and you are encouraged to vote by proxy ahead of the Meeting.

NOTICE IS HEREBY GIVEN THAT the Meeting of the shareholders (“ Shareholders ”) of Auxico Resources Canada Inc. (“ Auxico ” or the “ Corporation ”) will be held on July 15, 2021, at 11:00 am (Eastern Time). It will be possible to join the Meeting via an online video platform, or by phone.

To join the video meeting, please follow the link: https://us02web.zoom.us/j/89207527848?pwd=RG5CMTVRT0NVQnlTTmh6dkNwdDRLUT09 Meeting ID: 892 0752 7848 Passcode: 374309 To join the meeting by phone, please dial: From Canada: +1 438 809 7799 From UK: +44 330 088 5830 From other countries, please find your local number at: https://us02web.zoom.us/u/kbk6IiIhol Meeting ID: 892 0752 7848 Passcode: 374309

BUSINESS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS:

1. receiving the audited financial statements of the Corporation for the year ended September 30, 2020 and September 30, 2019 and the report of the auditors thereon;

2. considering and, if deemed advisable, to pass, with or without variation, an ordinary resolution to fix the number of directors at six (6) and to elect Mark Billings, Richard Boudreault, Pierre Gauthier, Sheldon Inwentash, Joseph Lau, and Kenneth “Buzz” West, as the directors of the Corporation to hold office until the next meeting of Shareholders held for the purpose of electing directors or until their successors are otherwise appointed;

3. appointing the auditors and authorize the directors to fix their remuneration;

4. considering and, if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the current rolling 10% stock option plan;

5. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

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The management proxy circular for proxy solicitations provides detailed information on the items that will be brought before the Meeting and is therefore to be considered as forming a part of this notice.

Shareholders unable to attend the Meeting in person should read the notes accompanying the proxy and complete and return the proxy to the Corporation’s Registrar and Transfer Agent within the time and to the location set out in the said notes to the proxy.

The proxy is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

The directors have fixed the close of business on June 18, 2021 or, the second to last business day prior to the date of any adjournment or postponement thereof, as the record date for determination of shareholders entitled to notice of and the right to vote at the Meeting, either in person or by proxy, in accordance with and subject to the provisions of applicable laws.

Montreal, June 10, 2021

BY ORDER OF THE BOARD OF DIRECTORS

( s) Pierre Gauthier Chairman of the Board and CEO

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AUXICO RESOURCES CANADA INC. INFORMATION CIRCULAR

PART I

INFORMATION CONCERNING THE MEETING

DATE, TIME AND PLACE OF MEETING

This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the management of Auxico Resources Canada Inc. (“ Auxico ” or the “ Corporation ”) for use at the annual general meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares in the share capital of the Corporation (the “ Common Shares ”) to be held as a virtual meeting via online video platform,, on July 15, 2021 at 11:00 am (Eastern Time) or any adjournment thereof for the purposes set forth in the attached notice of meeting. Unless otherwise indicated, the information contained herein is dated as of June 10, 2021, and all dollar amounts set forth herein are expressed in Canadian dollars.

SOLICITATION OF PROXIES

The solicitation of proxies will be primarily by mail, but proxies may also be solicited personally or by telephone, by telecopy, by Internet, by advertisement or by officers or regular employees of Auxico at nominal cost. Auxico will bear the cost of management’s proxy solicitation.

QUORUM FOR THE TRANSACTION OF BUSINESS

A person attending the Meeting and representing personally or by proxy one or more Shareholders holding at least a majority of the votes attached to outstanding Common Shares will form a quorum. If a quorum is not achieved at the opening of the Meeting, the Shareholders present virtually or represented by proxy may adjourn the Meeting for less than 30 days and reconvene it to another fixed time and place but may not transact any other business.

The Corporation has decided to conduct its Meeting entirely by electronic means. In case of an interruption in the communication with one or more Shareholders, the Meeting shall remain valid if a quorum is maintained. A person participating in a meeting held by electronic means is deemed to be present at the meeting. Should you wish to attend and participate at the Meeting by such electronic means, please refer to the information contained in this Circular or contact the Corporation or Computershare Investor Services Inc. for further instructions.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are senior officers of Auxico. A Shareholder may choose to be represented at the Meeting by someone other than those named in the form of proxy. That representative is not required to be a Shareholder. A Shareholder desiring to appoint some other person as his or her proxy holder may do so by either entering that person’s name in the blank space provided in the form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to Auxico’s Registrar and Transfer Agent, Computershare Investor Services Inc., at 1500 Robert-Bourassa Boulevard, Montreal, Quebec, H3A 3S8, before 5:00 p.m.on July 13, 2021 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays), preceding the day of the adjourned Meeting.

A Shareholder who has given a proxy may revoke it as to any matter on which a vote has not already been cast under the authority conferred by that proxy and may do so:

• (a) by completing and signing a proxy bearing a later date and depositing it as described above;

• (b) by depositing a document that revokes the proxy signed by himself or herself or by his or her attorney authorized in writing

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• i. at the registered office of Auxico 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

• ii. with the chairman of the Meeting on the day of the Meeting, or any adjournment thereof; or

• (c) in any other manner permitted by law.

The Meeting will be hosted online by way of an online video platform. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 11:00 am (Eastern Time) on July 15, 2021.

We will be using the Zoom polling feature for voting in the AGM, so it is important that you follow the steps below to confirm your Zoom registration and sign in to the meeting.

When you click the link at the bottom of this email you will be asked for your name and email. After you complete and click submit you will receive an email from Zoom with the AGM Zoom meeting link. Use this to join the AGM, vote and submit questions during the meeting on July 15. Joining the Meeting

The Zoom meeting will open at (30 Minutes Before the Meeting) allowing you time to get logged in and set up.

When you first connect to the meeting you will be in the waiting room. Please be patient while we check you off the registration list and admit you to the meeting.

At 11 am, the Chair will do a brief introduction, run over some technical notes and open the meeting.

If you are attending using your smartphone, please download the Zoom app from the appropriate Apple, Google or Windows store beforehand and have it open before clicking the email link to join the meeting. This is to connect correctly for voting.

After you have been admitted to the meeting, be sure the screen name in your Zoom window is your first and last name. If it is not, you can change this by clicking Participants at the bottom of the main Zoom window, hover over your name, click More, click Rename then change to your name.

Each attendee should be logged into the meeting from a unique device. If more than one person is attending on a single device, only the person logged in will be able to vote.

If your computer does not have a microphone or speakers, you can follow the audio by calling in on your phone while you watch on another device. During the meeting, you can mute by pressing *6 your phone.

1. Open the email invitation

2. At the bottom of the email locate the meeting ID and your unique passcode

3. On your phone, call 1-855-703-8985 (NOTE: the numbers in the Zoom confirmation email may incur long distance charges)

4. Enter the meeting ID from your email, followed by #

5. When prompted, enter your unique passcode.

Note: You can choose to listen by phone without watching on another device by skipping step 5, but you will not be able to vote when the polls are presented by video.

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Your Zoom Registration

• For your Zoom registration, please sign in to the Zoom web portal.

• In the navigation menu, click join a meeting

• After registering, you will receive a confirmation email containing information about joining the meeting.

On July 15, please use the link and unique passcode from the Zoom registration confirmation email.

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

Voting at the Meeting online will only be available for duly Shareholders and duly appointed proxy holders.

EXERCISE OF DISCRETION BY PROXIES

If you have appointed the Management Proxyholders as your proxyholder, they will, unless you give contrary instructions, vote your Common Shares at the Meeting as follows:

• FOR the election of the proposed nominees as directors;

• FOR the appointment of Guimond Lavallée Inc., Chartered Professional Accountants Company as the auditor for Auxico;

• FOR the resolution to authorize the directors to fix the remuneration to be paid to the auditor;

• FOR the resolution to re-approve the current rolling 10% stock option plan;

• FOR any other business as may properly be brought before the Meeting and at any adjournment thereof.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying notice of meeting (the “Notice of Meeting”) and to other matters that may properly come before the Meeting. At the date of this Circular, the management of Auxico is not aware of any such amendments, variations or other matters expected to come before the Meeting other than the matters referred to in the Notice of Meeting. If any matters that are not now known properly come before the Meeting, the persons named in the enclosed form of proxy will vote on such matters in accordance with their best judgment.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the date of this Circular, 59,004,000 Common Shares were issued and outstanding. All Shareholders registered at the close of business on June 18, 2021 (the “ Record Date”) will be entitled, at the Meeting, to one vote for each Common Share held.

To the knowledge of the directors and officers of Auxico, as at the date of this Circular, no person beneficially owns or exercises control or direction over, directly or indirectly, more than ten percent 10% of the outstanding voting Common Shares.

NOTICE TO BENEFICIAL HOLDERS OF SHARES

The information set forth in this section should be reviewed carefully by non-registered Shareholders. Shareholders who do not hold their shares in their own name (the “ Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records maintained by Auxico’s registrar and transfer agent as holders of record (“ Registered Shareholders ”) will be recognized and acted upon at the Meeting.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary of Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such shares are

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registered under the name of CEDE & Co. (the registration name for The Depositary Trust Company, which acts as nominee for many U.S. brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted according to the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

National Instrument 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer 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 form of proxy provided directly to the Registered Shareholders. 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. In Canada, the vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”), formerly known as ADP Investor Communications. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks them 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 Common 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 (“ Intermediary ”), please contact your Intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or his or her broker’s agent), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares as proxyholder for the Registered Shareholder by entering his or her own name in the blank space on the form of proxy provided to him or her by his or her broker (or his or her broker’s agent) and return it to that broker (or that broker’s agent) in accordance with the broker’s instructions (or the agent’s instructions).

All references to Shareholders in this Circular, the enclosed form of proxy and the Notice of Meeting are to the Registered Shareholders unless specifically stated otherwise.

PART II PARTICULARS OF MATTERS TO BE ACTED UPON

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as set out herein, if applicable, no person who has been a director or executive officer of Auxico at any time since the beginning of its last financial year, no proposed nominee of Auxico’s management for election as a director of Auxico and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than in their capacity as a Shareholder.

PRESENTATION OF FINANCIAL STATEMENTS

Auxico’s audited consolidated financial statements for the year ended September 30, 2020 and September 30, 2019 and the report of the auditors thereon will be placed before you at the Meeting. A copy of these financial statements, together with the auditor’s report thereon, and Management’s Discussion and Analysis, will be mailed to those Shareholders who return the ‘request for annual and interim financial statement return card’, mailed to Shareholders

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in connection with the Corporation’s 2021 annual general meeting, and indicated to the Corporation that they wished to receive these documents. Shareholders can request a copy of our future financial statements and MD&A by completing our supplemental request card which accompanies the Notice of Meeting and this Circular. These financial statements and MD&A are also available for review on SEDAR. See “ Part VIII – ADDITIONAL INFORMATION ” below.

ELECTION OF DIRECTORS

Auxico’s articles of incorporation provide that Auxico’s board of directors (the “ Board”) shall consist of a minimum of one and a maximum of ten directors. The Board currently consists of six directors.

The management representatives named in the enclosed form of proxy intend to vote FOR the election of the six nominees whose names are set forth below on any ballot that may be called for, unless authority to do so is withheld.

Auxico’s management does not contemplate that any of the nominees will be unable to serve as a director. A Board of six directors is to be elected at the Meeting to serve the next annual general meeting of the Corporation, or until their successors are elected or appointed.

The following table and notes thereto set out the name of each person proposed to be nominated for election as a director of Auxico; the person’s position and office held in Auxico; the person’s principal occupation or employment; the year in which that person became a director of Auxico; and, to the best of the knowledge of Auxico’s directors and officers, the number of Common Shares beneficially owned, directly or indirectly, or subject to direction by that person at the date of this Circular.

Name	Position at Auxico	Principal Occupation or Employment	Year Became a Director	Number of Common Shares Held or Beneficially Held
Pierre Gauthier	Chairman of the Board and CEO	Chairman of the Board & CEO, Auxico	2014	3,013,000(1)
Mark Billings	President and Director	President, Auxico	2016	550,000
Kenneth “Buzz” West	Director	Chairman, Kinswood Holdings Ltd.	2018	600,000
Joseph Lau	Director	Founder and Chairman of Rockhound Limited	2019	200,000
Sheldon Inwentash	Director	Founder, Chairman and CEO of ThreeD Capital Inc.	2020	3,297,000(2)
Richard Boudreault	Director CEO	Adjunct professor at École Polytechnique in Montreal and University of Waterloo. Dymedso	2021 2019	N/A N/A

(1) Mr. Pierre Gauthier personally holds 6,000 common shares in the share capital of Auxico and beneficially holds 2,360,000 common shares in the share capital of Auxico through Gencap Inc. a company controlled by Mr. Pierre Gauthier and beneficially holds 647,000 common shares in the share capital of Auxico through Seed Capital Inc. a company controlled by Mr. Pierre Gauthier.

(2) Mr. Sheldon Inwentash personally holds 2,078,000 common shares in the share capital of Auxico and beneficially holds 1,219,000 common shares in the share capital of Auxico through ThreeD Capital Inc. a company controlled by Mr. Sheldon Inwentash.

– Background Proposed Directors and Executive Officers

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The following is a brief description of each of the proposed directors and executive officers of the Corporation, including their names, proposed positions and responsibilities with the Corporation:

Pierre Gauthier, Chairman of the Board and Chief Executive Office and Director

Mr. Gauthier holds a Bachelor of Commerce from the University of Ottawa and a M.B.A. from Concordia University. Founder, President and CEO of Dundee Sustainable Technologies Inc. until December 2014. In the last 20 Years he has been involved in raising over $500 million dollars of financing in various projects.

Mark Billings, President and Director

Mr. Billings has an MBA from the Harvard Business School and he is a Chartered Financial Analyst. He has been an investment banker, having raised hundreds of millions of dollars for small-cap companies, including several junior mining companies. Mr. Billings also founded and managed companies in the junior resource sector, in addition to being CEO, CFO or a director of a number of publicly traded resource companies in Canada and abroad.

Mr. Mark Billings is not a party to any employment, non-competition or confidentiality agreement with the Corporation.

Richard Boudreault, Director

A successful serial entrepreneur and C-level executive, Mr. Boudreault has held top corporate positions in organizations of all sizes in both the private and public sector and has sat on over 30 boards. He has led organizations across a variety of sectors including advanced materials, natural resources and metallurgy, clean technology, photonics, medical devices, energy (hydrocarbon) and nuclear, Big Data and AI, and aerospace. From 2005 to 2014, Mr. Boudreault was CEO of the cleantech firm Orbite Aluminae, where he raised over $140M in financing from institutional and government sources and grew the firm from start-up to publicly traded company with a valuation of $500M. Mr. Boudreault holds a bachelor’s in applied physics, an MBA and a professional master’s degree in engineering, which he earned at Cornell. He continues to be involved in academia, having published in a variety of peer-reviewed journals and scientific publications, and he is an adjunct professor at École Polytechnique in Montreal where he teaches and performs applied research on environmental chemical engineering, green chemistry and clean tech innovation.

Kenneth (Buzz) West, Director

A former soldier and head of Reuters, Middle East and Africa, Buzz has spent the last 25 years as an entrepreneur in the fields of natural resources, high technology and security. He also has considerable experience with listed companies in the financial services arena as a non-executive director. Buzz is currently the group chairman at Kingswood Holdings Ltd., the owner of KW-Wealth, having assets under management of approximately £2 billion. He was the founder and chairman of Ashcourt Rowan plc, which had assets under management of approximately £6 billion, prior to its sale to Towry. Buzz was deputy chairman of Hume Capital Securities plc and chairman of Hume Capital (Guernsey) Ltd. Aside from wealth management, Buzz was chairman of the leading loss adjustor GAB Robins, taking them from management buyout to trade sale to the US group Crawford. He was also the senior non-executive director to the Norwegian telecom company, Norcon plc. Buzz is group chairman at the property developers Blackmore Group Ltd. and chairman of its subsidiary Blackmore Bond plc. Buzz has chaired a number of companies regulated by the Financial Conduct Authority and was, until last year, on the board of a fund management company regulated by the Irish Central Bank. As such, he is familiar with the risk and compliance needs of a fast-growing company, deploying externally invested funds.

Joseph Lau, Director

Mr. Lau is the founder and chairman of Rockhound Limited, a private company based in Hong Kong that was established in 2006 to serve the mineral resources, mining and exploration sectors. He has a B.Sc. (Chemistry) from Concordia University and an MBA from the University of Ottawa. Since returning to Hong Kong in 1994, Mr. Lau has served in senior executive positions in various industries, including financial services, real estate,

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telecommunications and retail jewelry. He is a member of the Chemical Institute of Canada and the Canadian Institute of Mining, Metallurgy and Petroleum. Mr. Lau previously served as a director of Auxico prior to the Corporation’s listing on the Canadian Securities Exchange in October 2017 and has been an advisor to Auxico over the past years.

Sheldon Inwentash, Director

Mr. Inwentash is the founder, chairman and CEO of ThreeD Capital Inc. He has more than 30 years of investing experience. In 1995, Mr. Inwentash co-founded Visible Genetics, the first commercial pharmacogenomics company, which was sold to Bayer in 2001. Through two decades leading Pinetree Capital, he created significant shareholder value through early investments in Queenston Mining (which was acquired by Osisko Mining for $550 million), Aurelian Resources (which was acquired by Kinross for $1.2 billion) and Gold Eagle Mines (which was acquired by Goldcorp for $1.5 billion), among others.

Jacques Arsenault, CFO

Founder of Arsenault Business Staging Group, Inc., Jacques Arsenault holds the position of Chief Financial Officer at Manganese X Energy Corp., Chief Financial Officer of Auxico Resources Canada, Inc. and Treasurer, Chief Financial & Accounting Officer at Cogito Media Group, Inc.

He previously occupied the position of President of Arsenault Business Staging Group, Inc., Chief Financial Officer at Vanadium One Iron Corp., Chief Financial Officer for Caldera Resources, Inc., Financial Controller at Uni-Sélect, Inc., Financial Controller of AES Data, Inc., Chief Financial Officer at Forest Gate Resources, Inc., Chief Financial Officer for Numine Resources Ltd., Vice President-Finance & Administration at Magasins Trevi, Inc., Financial Controller for Videotron LP and Financial Controller at Culinar, Inc.

Jacques Arsenault received an MBA from the University of Sherbrooke and an undergraduate degree from the University of Quebec.

Michel Lebeuf Jr., Corporate Secretary

Michel Lebeuf, Jr. is a partner in the Business Law Group at Dunton Rainville’s Montreal office. He specializes in securities and corporate finance, as well as in mergers and acquisitions of private and publicly traded companies. Me. Lebeuf has extensive experience in advising bidders and targets in hostile and contested merger and acquisition negotiations. He has advised underwriters and issuers in numerous financing transactions, including IPOs, direct equity offerings, acquisitions, private investments, and rights offerings, primarily on the CSE and TSXV exchanges. This experience extends across a variety of sectors, including, primarily, mining, telecommunications, biotech, real estate (including REITs), structured products, retail and fintech.

Corporate Cease Trade Orders, Bankruptcy, Penalties and Sanctions

Except as described elsewhere herein:

To the Corporation’s knowledge, save and except as disclosed elsewhere herein, no existing or proposed director, officer, promoter or other member of management of the Corporation is, or within the ten years prior to the date hereof has been, a director, officer, promoter or other member of management of any other corporation that, while that person was acting in the capacity of a director, officer, promoter or other member of management of that corporation, was the subject of a cease trade order or similar order or an order that denied the corporation access to any statutory exemptions for a period of more than 30 consecutive days, was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or appointed to hold the assets of that director, officer or promoter.

Mark Billings and Jacques Arsenault, respectively President, Director and CFO of the Corporation, are presently a director and Chief Financial Officer of Manganese X Energy Corp., respectively (formerly Sunset Cove Mining Inc. (TSX-V: SSM) (“ Sunset Cove ”)), which was issued a cease trade order (“ CTO ”) by the British Columbia Securities Commission (“ BCSC ”) on August 6, 2015 as a result of Sunset Cove’s incapacity to file its annual audited financial

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statements, management’s discussion and analysis and CEO and CFO certificates by the filing deadline of July 30, 2015, as prescribed by National Instrument 51-102 – Continuous Disclosure Obligations, due to a lack of funding to pay for the costs associated with the audit. This CTO was lifted by the BCSC on June 1, 2016 as Sunset Cove has met all of its continuous disclosure requirements.

Penalties or Sanctions

To the Corporation’s knowledge, no existing or proposed director, officer, promoter or other member of management of the Corporation has been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion, formation or management of a publicly traded company, or involving fraud or theft.

Personal Bankruptcies

To the Corporation’s knowledge, no existing or proposed director, officer, promoter or other member of management of the Corporation has, during the ten years prior to the date hereof, been declared bankrupt or made a voluntary assignment into bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Conflicts Of Interest

The directors of the Corporation are required by law to act honestly and in good faith with a view to the best interest of the Corporation and to disclose any interests which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Corporation will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time.

Except as disclosed in this Circular, to the best of the Corporation's knowledge, there are no known existing or potential conflicts of interest among the Corporation and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management may from time to time serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of those other companies.

STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the " Stock Option Plan Resolution ") re-approving the current stock option plan of the Corporation (the " Stock Option Plan ").

The Stock Option Plan of the Corporation was adopted by the Board on February 10, 2017. The maximum number of common shares of the Corporation reserved for issuance under the Stock Option Plan is 10% of the issued and outstanding Common Shares on a "rolling" basis.

The Stock Option Plan is a "rolling" stock option plan. Pursuant to the rules of the CSE, all unallocated options, rights or other entitlements under a security based compensation arrangement that does not have a fixed maximum number of securities issuable, such as the Stock Option Plan, must be re-approved by a majority of the directors and the shareholders of a corporation every year.

The Board believes that the Stock Option Plan offers to participants a competitive and stable level of equity-based compensation. The Stock Option Plan allows the Corporation to secure and retain key personnel and to provide additional motivation to such persons to exert their best efforts on behalf of the Corporation.

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Management of the Corporation recommends that Shareholders vote in favor of the Stock Option Plan Resolution. Unless you give other instructions, the persons named in the form of proxy intend to vote FOR the Stock Option Plan Resolution.

APPOINTMENT OF AUDITORS

Auxico's management proposes to re-appoint Guimond Lavallée Inc., Chartered Professional Accountants Company as Auxico's auditor to hold office until the next annual meeting of Shareholders.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Guimond Lavallée Inc., Chartered Professional Accountants Company as the auditor of Auxico to hold office until the next annual meeting of shareholders and FOR the authorization of the directors to fix the auditors' remuneration.

PART III

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Statement of Executive Compensation, a Named Executive Officer (“ NEO ”) of the Corporation means each of the following individuals:

• (a) a CEO of the Corporation, or an individual who acted in a similar capacity during the year ended September 30, 2020, regardless of the amount of compensation;

• (b) a CFO of the Corporation, or an individual who acted in a similar capacity during the year ended September 30, 2020, regardless of the amount of compensation;

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and

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

During the year ended September 30, 2020, the Corporation had four NEOs: Pierre Gauthier, CEO and Chairman of the Corporation, Mark Billings, President of the Corporation, Jacques Arsenault, CFO of the Corporation and Michel Lebeuf Jr., Secretary of the Corporation.

The total compensation awarded, paid to or earned by the NEOs from the Corporation for the three most recently completed years of the Corporation is set out below in the Summary Compensation Table.

COMPENSATION DISCUSSION AND ANALYSIS

The Corporation does not have a formal Compensation Committee. The Corporation’s board of directors (the “ Board ”) informally discusses and approves the compensation to the NEOs, ensuring that total compensation paid to all NEOs is fair and reasonable and is consistent with the Corporation’s compensation philosophy.

The Corporation does not generate operating cash flows and relies on equity financings to fund its exploration and corporate activities. Therefore, as the Corporation seeks to attract, retain and motivate highly skilled and experienced executive officers, it must at the same time consider current market and industry circumstances and the Corporation’s liquidity and ability to raise further capital.

Executive Compensation Philosophy and Objectives

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The Corporation’s principal goal is to create value for its shareholders. The Corporation’s compensation philosophy reflects this goal, and is based on the following fundamental principles:

1 Compensation programs align with shareholder interests – the Corporation aligns the goals of executives with maximizing long term shareholder value;

2 Performance sensitive – compensation for executive officers should be linked to operating and market performance of the Corporation and fluctuate with the performance; and

3 Offer market competitive compensation to attract and retain talent – the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest calibre.

The Corporation does not have a formal compensation program with set benchmarks; however, the Corporation does have an informal program designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term, and to align the interests of executive officers with the interest of the Corporation’s shareholders. This alignment of interests is achieved by making long term equity-based incentives through the granting of stock options, a significant component of executive compensation (on the assumption that the performance of the Corporation’s common share price over the long term is an important indicator of long term performance).

The objectives of the compensation program in compensating the NEOs are derived from the above-mentioned compensation philosophy and are as follows: to attract, motivate and retain highly skilled and experienced executive officers; to align the interests of executive officers with shareholders’ interests and with the execution of the Corporation business strategy; and, to tie compensation directly to measurements and rewards based on achieving and exceeding performance expectations.

Competitive Compensation

The Corporation is dependent on individuals with specialized skills and knowledge related to the exploration for and development of mineral prospects, corporate finance and management. Therefore, the Corporation seeks to attract, retain and motivate highly skilled and experienced executive officers by providing competitive compensation. The Board reviews data related to compensation levels and programs of various companies that are similar in size to the Corporation and operate within the mining exploration and development industry. The Board also relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Corporation in assessing compensation levels. These other companies are identified below under the heading “Statement of Corporate Governance Practices”.

The purpose of this process is to:

• understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics;

• identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and

• establish a basis for developing salary adjustments and short-term and long-term incentive awards.

Elements of Executive Compensation

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. For the financial year ended September 30, 2020, the three basic components of executive officer compensation were:

• base salary;

• annual incentives (cash bonus); and

• � option-based awards (long term compensation).

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Base salary comprises the portion of executive compensation that is fixed, whereas annual incentives and option based compensation represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance expectations; (ii) market performance of the Corporation’s common shares; and, (iii) the Corporation’s liquidity and ability to raise further capital in the prevailing economic environment.

No specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Board reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEO’s role and responsibilities within the Corporation. The focus is on remaining competitive in the market with respect to ‘total compensation’ as opposed to within any one component of executive compensation.

The Board reviews and approves on an annual basis the cash compensation, performance and overall compensation package of each NEO, with appropriate abstentions for conflict, if applicable.

Base Salary

The Board of directors approve the salary ranges for the NEOs. Base salaries are set with the goal of being competitive with corporations of a comparable size and at the same stage of development, thereby enabling the Corporation to compete for and retain executives critical to the Corporation’s long-term success. In determining the base salary of an executive officer, the Board places equal weight on the following criteria:

• the particular responsibilities related to the position;

• salaries paid by comparable businesses;

• the experience level of the executive officer; and

• his or her overall performance or expected performance (in the case of a newly hired executive officer).

The Board makes an assessment of these criteria, and using this information together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive officer and employee compensation levels. To date, comparative data for the Corporation’s peer group has been accumulated internally, without the use of any external independent consultants or compensation specialists.

For employees of the Corporation, management is responsible for preparing an individual evaluation process for each employee and then conducting reviews on an annual basis. The evaluation framework is objective where a number of factors are judged for each employee.

Annual incentives (Cash Bonus)

Executive officers are eligible for an annual discretionary bonus, payable in cash. The Board approves such annual incentives and assesses each active NEO's performance and his or her respective contribution to the Corporation’s success, and after taking into account the financial and operating performance of the Corporation, makes a decision.

In the financial year ended September 30, 2020, the Board paid no bonus to any of the NEOs or other employees in light of the prevailing economic conditions and the Corporation’s desire to preserve capital.

Option based awards (Long-Term Compensation)

The Corporation believes that it is important to award incentive stock options as part of an overall compensation package. Encouraging its executive officers and employees to become shareholders of the Corporation is the best way to align their interests with those of the Corporation’s shareholders.

Equity participation is accomplished through the Corporation’s stock option plan (“ Stock Option Plan ”), which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance.

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The Corporation considers stock option grants when reviewing executive officer compensation packages as a whole. Stock options granted to NEOs during the most recently completed financial year, are disclosed below under the heading, “Executive Compensation - Summary Compensation Table” .

Option-Based Awards

The Corporation’s Stock Option Plan provides for the grant of stock options to directors, executive officers and key employees and consultants of the Corporation and its subsidiaries for the purpose of advancing the interests of the Corporation and its shareholders through the motivation, attraction and retention of these individuals. It is generally recognized that stock option plans aid in attracting, retaining and encouraging these individuals due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The Corporation determines the ranges of stock option grants for each level of executive officer, the key employees to whom it recommends that grants be made, and the terms and conditions of the options forming part of such grants, and makes recommendations to the Board accordingly. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position and contribution to the Corporation. The existing number and terms of the outstanding options are taken into account when granting new options. The exercise price, the term, and vesting provisions, if any, will be determined by the directors of the Corporation, subject to the applicable policies of the Canadian Securities Exchange.

Summary Compensation Table

During the year-ended September 30, 2020, the most recently completed financial year of the Corporation, the Corporation had the following NEOs, whose names and positions held within the Corporation are set out in the summary compensation table below.

The compensation for the NEOs for the Corporation’s three most recently completed financial years is as set out below:

Name and rincial osition	1	Salar ($)			Non-equity incentive	Non-equity incentive
			Share- based		plan compensation(3)			All other compensa-	Total compensa-
				Option-
					($)		Pension
pp p	Year()	y	awards ($)	based awards ($)	Annual	Long- term	value(3)($)	tion ($)	tion ($)
					ii	iti
					ncentve	ncenve
					plans(2)	plans(2)
Pierre Gauthier(4) CEO & Chairman	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$90,000 $90,000 $120,000	$90,000 $90,000 $120,000
Mark Billings(5) President	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	$10,629 7,086 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$120,000 $120,000 $120,000	$130,629 $127,086 $120,000
Jacques Arsenault(6) CFO	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$37,000 $22,000 $9,000	$37,000 $22,000 $9,000
Michel Lebeuf Jr.(7) Secretary	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

(1) Financial years ended September 30.

(2) These amounts include annual non-equity incentive plan compensation, such as bonuses and discretionary amounts for the year end.

(3) These amounts include all compensation relating to defined benefit or contribution plans and include all service costs and other compensatory items.

(4) Mr. Gauthier was appointed as CEO and Chairman of the Corporation on April 16, 2014.

(5) Mr. Billings was appointed as President of the Corporation on April 19, 2016.

(6) Mr. Arsenault was appointed as CFO of the Corporation on February 10, 2017.

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(7) Mr. Lebeuf was appointed as Secretary of the Corporation on May 1, 2017.

Long-Term Incentive Plan Awards

Long term incentive plan awards (“ LTIP ”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year”. LTIP awards do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale. No LTIP awards were made to the NEOs during the most recently completed financial year.

Outstanding Option-based Awards

Stock Options

The Corporation has a formal Stock Option Plan, previously approved by the shareholders of the Corporation. The Corporation does not have any outstanding share—based awards. During the financial year ended September 30, 2020 the following stock options were outstanding to the NEOs:

				Value of
	Number of Securities
		Oi Ei		Unexercised in-
Name and Principal Position	Underlying Unexercised	pton xercse	Option Expiration Date
		Pi $		the-money
	Options (#)	rce ()
				Options
Pierre Gauthier CEO & Chairman	500,000	$0.25	February 9, 2022	Nil
Mark Billings President	500,000 100,000	$0.25 $0.105	February 9, 2022 September 15, 2025	Nil $8,500
Jacques Arsenault CFO	175,000	$0.25	February 9, 2022	Nil
Michel Lebeuf Jr. Secretary	-	N/A	N/A	Nil

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth details of the value of option-based awards that vested or were earned during the most recently completed financial year ended September 30, 2020:

			Non-equity incentive plan
	Option-based awards-	Share-based awards -	compensation - Value
	Value vested during the	Value vested during the	earned during the year
	year	year	($)
Name	($)	($)
Pierre Gauthier CEO & Chairman	500,000	N/A	N/A
Mark Billings President	600,000	N/A	N/A
Jacques Arsenault CFO	175,000	N/A	N/A
Michel Lebeuf Jr. Secretary	-	N/A	N/A

Pension Plans

The Corporation does not provide retirement benefits for directors or executive officers.

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Termination of Employment, Changes in Responsibility and Employment Contracts

There are no employment contracts between the Corporation and the NEOs.

The Corporation has no plans or arrangements in respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of the executive officers’ employment with the Corporation or from a change of control of the Corporation or a change in the executive officers’ responsibilities following a change in control, where in respect of an executive officer the value of such compensation exceeds $100,000.

Compensation of Directors

The Corporation does not pay cash fees to any of its directors. The Corporation compensates its directors through option grants. NEOs do not receive additional compensation for serving as directors.

Outstanding Option-based Awards

The following table sets forth for each director, other than those who are also NEOs of the Corporation, all awards outstanding at the end of the most recently completed financial year ended September 30, 2020, including awards granted before the most recently completed financial year.

	Option-based Awards	Option-based Awards
				Value of
Name	Number of securities	Option exercise price		unexercised in-
	underlying	($)	Option expiration date	the-money
	unexercised options (#)			options
				($)
Joseph Lau	150,000 150,000 100,000 150,000	$0.25 $0.40 $0.25 $0.105	February 9, 2022 October 22, 2022 March 27, 2024 September 15, 2025	Nil Nil Nil $12,750
Jun He	200,000	$0.25	February 9, 2022	Nil
Kenneth “Buzz” West	250,000	$0.25	February 9, 2022	Nil
Rick Whittaker	175,000	$0.25	February 9, 2022	Nil

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth, for each director, other than those who are also NEOs of the Corporation, the value of all incentive plan awards vested during the financial year ended September 30, 2020:

	Option-based awards-	Share-based awards -	Non-equity incentive plan
Name	Value vested during the	Value vested during the	compensation - Value
	year	year	earned during the year
	($)	($)	($)
Joseph Lau	550,000	N/A	N/A
Jun He	200,000	N/A	N/A
Kenneth “Buzz” West	250,000	N/A	N/A
Rick Whittaker	175,000	N/A	N/A

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PENSION PLAN BENEFITS

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

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has no compensatory plan or arrangement with respect to the Named Executive Officers that results or will result from the resignation, retirement or any other termination of employment of any such officer’s employment with the Corporation, from a change of control of the Corporation or a change in the responsibilities of a Named Executive Officer following a change in control.

PART IV AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

The text of the charter of Auxico's audit committee (the " Audit Committee") is attached as Schedule A to this Circular.

COMPOSITION OF THE AUDIT COMMITTEE

Mark Billings	Not Independent(1)	Financially literate(2)
Sheldon Inwentash(3)	Independent(1)	Financially literate(2)
Kenneth “Buzz” West	Independent(1)	Financially literate(2)

NOTES:

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Corporation, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

• (2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Mr. Mark Billings, the Corporation’s President, is not “independent” as defined in NI 52-110 as he is an executive officer of the Corporation. Mr. Inwentash and M. West are independent.

The Corporation, as a ‘venture issuer’, is exempt from the Audit Committee composition requirements in NI 52-110 which require all Audit Committee members to be independent.

All of the Audit Committee members are “financially literate”, as defined in NI 52�110, as all of the Audit Committee members have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

• Mark Billings - has an MBA from the Harvard Business School and he is a Chartered Financial Analyst. He has been an investment banker, having raised hundreds of millions of dollars for small-cap companies, including several junior mining companies. Mr. Billings also founded and managed companies in the junior resource sector, in addition to being CEO, CFO or a director of a number of publicly traded resource companies in Canada and abroad.

• Sheldon Inwentash - Mr. Inwentash is the founder, chairman and CEO of ThreeD Capital Inc. He has more than 30 years of investing experience. In 1995, Mr. Inwentash co-founded Visible Genetics, the first

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commercial pharmacogenomics company, which was sold to Bayer in 2001. Through two decades leading Pinetree Capital, he created significant shareholder value through early investments in Queenston Mining (which was acquired by Osisko Mining for $550 million), Aurelian Resources (which was acquired by Kinross for $1.2 billion) and Gold Eagle Mines (which was acquired by Goldcorp for $1.5 billion), among others.

• Kenneth “Buzz” West - A former soldier and head of Reuters, Middle East and Africa, Buzz has spent the last 25 years as an entrepreneur in the fields of natural resources, high technology and security. He also has considerable experience with listed companies in the financial services arena as a non-executive director. Buzz is currently the group chairman at Kingswood Holdings Ltd., the owner of KW-Wealth, having assets under management of approximately £2 billion. He was the founder and chairman of Ashcourt Rowan plc, which had assets under management of approximately £6 billion, prior to its sale to Towry. Buzz was deputy chairman of Hume Capital Securities plc and chairman of Hume Capital (Guernsey) Ltd. Aside from wealth management, Buzz was chairman of the leading loss adjustor GAB Robins. He was also the senior nonexecutive director to the Norwegian telecom company, Norcon plc. Buzz is group chairman at the property developers Blackmore Group Ltd. and chairman of its subsidiary Blackmore Bond plc. Buzz has chaired a number of companies regulated by the Financial Conduct Authority and was, until last year, on the board of a fund management company regulated by the Irish Central Bank. As such, he is familiar with the risk and compliance needs of a fast-growing company, deploying externally invested funds.

AUDIT COMMITTEE OVERSIGHT

The Audit Committee has made no recommendation to nominate or compensate an external auditor that the board of directors declined to adopt.

USE OF CERTAIN EXEMPTIONS

Since the beginning of its most recently completed fiscal year, Auxico has not availed itself of the exemption provided for in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services) or an exemption from Part 8 of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted no specific policies or procedures for the engagement of non-audit services.

FEES FOR THE EXTERNAL AUDITOR'S SERVICES

The following table lists by category the fees invoiced to date by Auxico's external auditors for the fiscal year ended September 30, 2020.

Type of Fees	2018	2019	2020
Audit fees	$15,000	$17,000	$19,000
Fees for audit-related services	$6,000	$15,000	$23,000
Fees for tax services	Nil	$1,000	Nil
Other fees	Nil	Nil	Nil
Total	$21,000	$33,000	$42,000

" Audit fees" are the total fees paid for auditing the annual consolidated financial statements and other audits involving legal filings.

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" Fees for audit-related services" are the total fees paid for audit-related services, particularly consulting fees related to accounting and financial reporting standards.

" Fees for tax services" are the total fees paid for compliance with tax regulations, tax advice and consulting and tax planning services for preparing tax returns for Auxico's income tax, capital tax and sales taxes.

" Other fees" are the total fees paid for all services other than those listed under audit fees, fees for audit-related services and tax services, and mainly concern fees for translation and services related to a financing.

EXEMPTION FOR VENTURE ISSUERS

As a "venture issuer" under NI 52-110, Auxico benefits from the exemption provided for at Section 6.1 of that regulation.

PART V 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 and senior management consider good corporate governance to be central to the effective and efficient operation of the Corporation.

National Policy 58-201 Corporate Governance Guidelines (" NP 58-201 ") establishes corporate governance guidelines which apply to all public companies. The Corporation has reviewed its own corporate governance practices in light of these guidelines. The Board is of the view that the Corporation’s general approach to corporate governance, summarized below, is appropriate and substantially consistent with objectives reflected in the guidelines for improved corporate governance in Canada adopted by the Canadian Securities Administrators.

National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58-101 ") also requires the Corporation to disclose annually in its information circular certain information concerning its corporate governance practices. As a "venture issuer" the Corporation is required to make these disclosures with reference to the requirements of Form 58-101F2.

BOARD OF DIRECTORS

The Board is currently composed of six members, four of whom are independent, namely Sheldon Inventash, Jun He, Kenneth “Buzz” West and Joseph Lau. Pierre Gauthier and Mark Billings are not considered independent as they act as the Chief Executive Officer and President of Auxico, respectively.

MANDATE OF THE BOARD

The mandate of the board of directors of Auxico is to (a) satisfy itself as to the integrity of Auxico’s CEO and other executive officers; (b) adopt a strategic planning process which will take into account the opportunities and risks of the business of Auxico; (c) identify the principal risks of Auxico’s business and ensure the implementation of appropriate systems to manage these risks; (d) plan succession (including appointing, training and monitoring senior management); (e) adopt a communication policy; (f) the internal control and management information systems; and (g) develop Auxico’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Corporation.

DIRECTORSHIPS

The following table sets out the proposed directors, officers and promoters of the Corporation that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

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Name	Name and Jurisdiction of Other Reporting Issuers	Name of Exchange or Market	Position	From	To
Mark Billings	St-Georges Eco- Mining Corp. (Quebec)	CSE	Director, Chairman & CFO	December 2009	Present
	Knowlton Capital Inc. (Quebec)	NEX	Director	August 2014	July 2016
	Fancamp Exploration Ltd. (British Columbia)	TSX-V	Director	August 2014	Present
	Manganese X Energy Corp. (British Columbia)	TSX-V	Director	February 2015	Present
	Kintavar Exploration Inc.	TSX-V	Director	March 2017	Present
	Golden Hope Mines Ltd.	TSX-V	Director	June 2017	Present
	Sco Zinc Mining	TSX-V	Director	October 2019	December 2020
	Zeu Technologies Inc.	CSE	Director	December 2019	Present
	Relevium Technologies	TSX-V	CFO	November 2019	Present
Jacques Arsenault	Vanadium One Energy Corp. (Ontario)	TSX-V	CFO	October 2016	January, 2020
	Manganese X Energy Corp. (formerly Sunset	TSX-V	CFO	October 2016	September, 2020
Bernard Jun He	Homeland Uranium Inc. (now Western Uranium Corporation), (Ontario)	TSX-V	Director	July 2012	July 2015
Michel Lebeuf Jr.	Tantalex Resources Corporation (British Columbia)	CSE	Director Corporate Secretary	November 2015	Present
	Bitumen Capital Inc. (now Goliath Resources LTD) (Quebec)	TSXV	Director Corporate Secretary	February 28, 2017	October 2017

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	Founders Metals Inc. (formerly, Avalon Works Corp.)	TSXV	Director	November 11, 2018	Present
	Petro Viking Energy Inc.	CSE	Director	March 16, 2018	Present
	Global Hemp Group Inc.	CSE	Director	May 21, 2020	Present
Joseph Lau	Stock #: 8269 Wealth Glory Holdings Limited	HKSE	Director	2013	2016
	Stock #: 8405 Hang Chi Holdings Limited	HKSE	Director	2017	Present
Sheldon Inwentash	ThreeD Capital Inc.	CSE	Chairman & CEO	July 1998	Present
	Nevada Silver Corporation Inc	TSXV	Director	May 2021	Present
	ImaginAr Inc.	CSE	Director	November 2018	Present
	Northern Sphere Mining Corp.	CSE	Director	December 2016	March 2018
	Gratomic Inc.	TSXV	Director	April 2017	March 2020
	Canntab Therapeutics Ltd.	CSE	Director	April 2018	June 2018
	Ziplocal Inc.	TSXV	Director	May 2012	August 2017
Kenneth “Buzz” West	Kingswood Holdings Ltd	U.K. AIM Market	Chairman	2016	Present

ORIENTATION AND CONTINUING EDUCATION

The Board has no governance policies relating to the directors' orientation and continuing education.

ETHICAL BUSINESS CONDUCT

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity.

The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the applicable law have been sufficient to ensure that the Board acts in the best interests of the Corporation and its Shareholders.

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NOMINATION OF DIRECTORS

Auxico's directors are responsible for the selection of nominees to the Board.

ASSESSMENTS

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies. Auxico has no formal policy concerning the evaluation of members of the Board, save and except to abide by the provisions of Policy 3.1 - Directors, Officers, Other Insiders & Personnel and Corporate Governance of the Exchange.

COMMITTEES OF THE BOARD

At the present time, the Board has appointed an audit committee and a compensation committee. See schedule A “Audit Committee Charter”.

COMPENSATION

Auxico has no formal policy concerning compensation for the board members.

PART VI INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, any person or company who owns of record, or is known by the Corporation to own beneficially, directly or indirectly, more than 10% of the Common Shares of the Corporation or any associate or affiliate of the foregoing persons or companies in any transaction or in any proposed transaction within the three years before the date of the Circular that has materially affected or is reasonably expected to materially affect the Corporation.

PART VII OTHER MATTERS

Auxico's management knows of no other matter to come before the Meeting other than the matters referred to in the Notice of the Meeting. If any matters that are not now known properly come before the Meeting, the accompanying proxy instrument will be voted on such matters in accordance with the best judgment of the person voting it.

Shareholders with voting rights at Auxico's next annual general meeting who wish to submit a motion regarding any issue to be debated during that meeting must submit their motions to Auxico's Registrar and Transfer agent, Computershare Investor Services Inc, no later than July 13, 2021.

There are no other material facts other than as disclosed in this Circular.

PART VIII ADDITIONAL INFORMATION

Additional information concerning Auxico, including its consolidated interim and annual financial statements and related management's discussion and analysis, is available on the System for Electronic Document Analysis and Retrieval (SEDAR) accessible at www.sedar.com.

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Auxico's directors have approved the contents and sending of this Circular.

DATED at Montreal, Quebec on June 10, 2021

( s) Pierre Gauthier Chairman of the Board and CEO

SCHEDULE A

AUDIT COMMITTEE CHARTER

1. Mandate

The Audit Committee will be responsible for managing, on behalf of shareholders of the Corporation, the relationship between the Corporation and the external auditors. In particular, the Audit Committee will have responsibility for the matters set out in this Charter, which include:

(a) overseeing the work of external auditors engaged for the purpose of preparing or issuing an auditing report or related work;

(b) recommending to the board of directors the nomination and compensation of the external auditors;

(c) reviewing significant accounting and reporting issues;

(d) reviewing the Corporation’s financial statements, MD&A and earnings press releases before the Corporation publicly discloses this information;

(e) focusing on judgmental areas such as those involving valuations of assets and liabilities;

(f) considering management’s handling of proposed audit adjustments identified by external auditors;

(g) being satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements of the Corporation;

(h) establishing procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

(i) evaluating whether management is setting the appropriate tone by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities.

2. Membership of the Audit Committee

Composition

The audit committee will be comprised of at least such number of directors as required to satisfy the audit committee composition requirements of National Instrument 52-110, as amended from time to time. Each member will be a director of the Corporation.

Independence

The Audit Committee will be comprised of a number of independent directors required to enable the Corporation to satisfy:

• (a) the independent director requirements for audit committee composition required by National Instrument 52110, as amended from time to time, and

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• (b) the independent director requirements of the stock exchange on which the Corporation’s shares are traded from time to time.

Chair

The Audit Committee shall select from its membership a chair. The job description of the chair is attached as Exhibit 1 hereto.

Expertise of Audit Committee Members

Each member of the Audit Committee must be financially literate. Financially literate means the ability to read and understand a set of financial statements that represent a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Financial Expert

The Corporation will strive to include a financial expert on the Audit Committee. An Audit Committee financial expert means a person having: (i) an understanding of financial statements and accounting principles; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; (iii) experience in preparing, auditing, analyzing or evaluating financial statements that present a similar breadth and level of complexity as the Corporation’s statements; (iv) an understanding of internal controls; and (v) an understanding of an Audit Committee’s functions.

3. Meetings of the Audit Committee

The Audit Committee must meet in accordance with a schedule established each year by the board of directors, and at other times as the Audit Committee may determine. A quorum for transaction of business in any meeting of the Audit Committee is a majority of members. At least twice a year, the Audit Committee must meet with the Corporation’s chief financial officer and external auditors separately.

4. Responsibilities of the Audit Committee

The Audit Committee will be responsible for managing, on behalf of the shareholders of the Corporation, the relationship between the Corporation and the external auditors. In particular, the Audit Committee has the following responsibilities:

External Auditors

• (a) the Audit Committee must recommend to the board of directors:

• (i) the external auditors to be nominated for the purpose of preparing or issuing an audit report or performing other audit or review services for the Corporation; and

• (ii) the compensation of the external auditors;

• (b) the Audit Committee must be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting;

• (c) with respect to non-audit services:

• (i) the Audit Committee must pre-approve all non-audit services provided to the Corporation or its subsidiaries by its external auditors or the external auditors of the Corporation’s subsidiaries, except for

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tax planning and transaction support services in an amount not to exceed $15,000 for each service in a fiscal year; and

• (ii) the Audit Committee must pre-approve all non-audit services provided to the Corporation or its subsidiaries by its external auditors or the external auditors of the Corporation’s subsidiaries, except de minimis non-audit services as defined in applicable law.

• (d) the Audit Committee must also:

• (i) review the auditors’ proposed audit scope and approach;

• (ii) review the performance of the auditors; and

• (iii) review and confirm the independence of the auditors by obtaining statements from the auditors on relationships between the auditors and the Corporation, including non-audit services, and discussing the relationships with the auditors;

Accounting Issues

• (e) the Audit Committee must:

• (i) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and,

• (ii) ask management and the external auditors about significant risks and exposures and plans to minimize such risks.

Financial Statements, MD&A and Press Releases

• (f) the Audit Committee must:

• (i) review the Corporation’s financial statements, MD&A and earnings press releases before the Corporation publicly discloses this information;

• (ii) in reviewing the annual financial statements, determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles;

• (iii) pay particular attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

• (iv) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses, warranty, professional liability, litigation reserves and other commitments and contingencies;

• (v) consider management’s handling of proposed audit adjustments identified by the external auditors;

• (vi) ensure that the external auditors communicate certain required matters to the committee;

• (vii) be satisfied that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the disclosure referred to in paragraph (f)(i) (above), and must periodically assess the adequacy of those procedures;

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• (viii) be briefed on how management develops and summarizes quarterly financial information, the extent to which the external auditors review quarterly financial information and whether that review is performed on a pre- or post-issuance basis;

• (ix) meet with management, either telephonically or in person to review the interim financial statements;

• (x) to gain insight into the fairness of the interim statements and disclosures, the Audit Committee must obtain explanations from management on whether:

• (a) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

• (b) changes in financial ratios and relationships in the interim financial statements are consistent with changes in the Corporation’s operations and financing practices;

• (c) generally accepted accounting principles have been consistently applied;

• (d) there are any actual or proposed changes in accounting or financial reporting practices;

• (e) there are any significant or unusual events or transactions;

• (f) the Corporation’s financial and operating controls are functioning effectively;

• (g) the Corporation has complied with the terms of loan agreements or security indentures; and

• (h) the interim financial statements contain adequate and appropriate disclosures;

Compliance with Laws and Regulations

• (g) the Audit Committee must:

• (h) periodically obtain updates from management regarding compliance;

• (iii) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements;

• (iv) review the findings of any examinations by regulatory agencies such as the Ontario Securities Commission; and

• (v) review, with the Corporation’s counsel, any legal matters that could have a significant impact on the Corporation’s financial statements;

Employee Complaints

• (i) the Audit Committee must establish procedures for:

• (j) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

• (iii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

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Other Responsibilities

• (i) the Audit Committee must:

• (j) review and approve the Corporation’s hiring policies of employees and former employees of the present and former external auditors of the Corporation;

• (iii) evaluate whether management is setting the appropriate tone by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

• (iv) focus on the extent to which internal and external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of a systems breakdown;

• (v) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management;

• (vi) periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Corporate Governance and Nominating Committee and the board for approval;

• (vii) review, and if deemed appropriate, approve expense reimbursement requests that are submitted by the chief executive officer or the chief financial officer to the Corporation for payment;

• (viii) assist the board to identify the principal risks of the Corporation’s business and, with management, establish systems and procedures to ensure that these risks are monitored; and

• (ix) carry out other duties or responsibilities expressly delegated to the Audit Committee by the board.

5. Authority of the Audit Committee

The Audit Committee shall have the authority to:

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

• (b) set and pay the compensation for any advisors employed by the Audit Committee; and

• (c) communicate directly with the internal and external auditors.

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