Awale Resources Limited - Proxy Solicitation & Information Statement 2020

AWALÉ RESOURCES LTD.

1020 – 625 Howe Street Vancouver, BC V6C 2T6 Tel: (604) 410-2277 / Fax: (604) 410-2275

MANAGEMENT INFORMATION CIRCULAR

(As at November 30, 2020, except as otherwise indicated)

Awalé Resources Ltd. formerly Spada Gold Ltd . (the “ Company ”) is providing this Management Information Circular (the “ Circular ”) and a form of proxy in connection with management’s solicitation of proxies for use at the Annual General Meeting of Shareholders (the " Meeting ") of the Company to be held on Wednesday, December 30, 2020 and at any adjournments. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in US Dollars unless otherwise noted.

SPECIAL MEASURES IN RESPONSE TO COVID-19 (CORONAVIRUS)

‐ In view of the current and rapidly evolving COVID 19 outbreak, the Company encourages Shareholders not to attend the Meeting in person. No more than 4 persons will be permitted to attend in person at the in ‐ person location for the Meeting. The Company may take additional precautionary measures in relation to the ‐ Meeting in response to further developments in the COVID 19 outbreak. As always, the Company encourages Shareholders to vote prior to the Meeting.

Any person who intends to attend the Meeting in person must register with the Company’s corporate secretary at least 72 hours in advance and receive approval, by calling Kathryn Witter at 604.410-2277 or by email at [email protected]. Due to the uncertainty regarding restrictions on in-person gatherings due to COVID 19 at the time of the Meeting the Company may also be providing shareholders who call to request, dial-in details for attendance via teleconference. There will be no voting via teleconference.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on behalf of a shareholder of the company (a “ Shareholder ”) in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the " Management Proxyholders ").

A Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Shareholder.

VOTING BY PROXY

Only registered Shareholders (“Registered Shareholders”) or duly appointed proxyholders are permitted to vote at the Meeting. Shares (as hereinafter defined) represented by a properly executed proxy will be voted for or against or be withheld from voting on each matter referred to in the notice of meeting (“ Notice of Meeting ”) in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to

other matters which may properly come before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”), Proxy Department, 100 University Avenue, P.O. Box 4572, Toronto, Ontario, M5J 2Y1 , not later than forty-eight (48) hours , excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

ON-REGISTERED HOLDERS

Only Registered Shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders are holders whose names appear on the share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased shares. Whether or not you are able to attend the Meeting, Shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most Shareholders are "non-registered" Shareholders (“ NonRegistered Shareholders ”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of their shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

There are two kinds of beneficial owners: those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object (called “ NOBOs ” for Non-Objecting Beneficial Owners).

Issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents, pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54101 ”) and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. The Company has decided to take advantage of those provisions of NI 54-101 that allow it to directly deliver proxyrelated materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form (“ VIF ”) from Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Shares represented by the VIFs they receive. Alternatively, NOBOs may vote following the instructions on the VIF, via the internet or by phone.

With respect to OBOs, in accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this Circular, the form of proxy or VIF and the supplemental mailing list request card (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for distribution to NonRegistered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a NonRegistered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a VIF which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company , will constitute voting instructions which the Intermediary must follow; or
(b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has
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already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario, M5J 2Y1.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of their shares they beneficially own. In addition, under New York Stock Exchange rules, an Intermediary subject to the New York Stock Exchange rules and who has not received specific voting instructions from the Non-Registered Shareholder may not vote the Shares in its discretion on behalf of such beneficial owner on “non-routine” proposals. “Routine” proposals typically include the ratification of the appointment of the Company’s chartered accountant. The approval of the number of Directors and the election of Directors, on the other hand, are each “non-routine” proposals. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. Shares held by an Intermediary can only be voted by the Intermediary (for, withheld or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries are prohibited from voting Shares. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

If a Non-Registered Shareholder does not specify a choice and the Non-Registered Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

NOTICE-AND-ACCESS

The Company is not sending the Meeting Materials to Shareholders using “notice-and-access”, as defined under NI 54-101.

REVOCABILITY OF PROXY

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a Registered Shareholder, their attorney authorized in writing or, if the Registered Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only Registered Shareholders have the right to revoke a proxy. NonRegistered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their Intermediary to revoke the proxy on their behalf.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the “ Shares ”), of which 124,069,152 Shares are issued and outstanding as of November 30, 2020 . Persons who were Registered Shareholders at the close of business on November 25, 2020 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company has only one class of shares.

To the knowledge of the Directors and Executive Officers of the Company, as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company, except the following:

Name	No. of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Shares
Glen Parsons	14,740,7011	11.89%
Sandstorm Gold Ltd.	14,955,7812	12.06%

Mr. Glen Parsons, CEO and a director of the Company holds 2,277,000 of his shares indirectly and also holds beneficially and indirectly an aggregate 4,296,692 warrants exercisable from $0.14 - $0.32 per Share until expiries ranging from December, 2021 and July, 2023. Mr. Parsons also has 750,000 stock options exercisable at $0.25. Options are fully vested July 24, 2021 and will expire July 24, 2023.
Sandstorm Gold Ltd. is an arms length holder of the securities.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objectives of the Company’s compensation program are to attract, hold and inspire performance by members of senior management of a quality and nature that will enhance the growth of the Company.

The Board of Directors of the Company (the “ Board ”) has the responsibility for determining compensation for Named Executive Officers (“ Named Executive Officers ” or “ NEOs ”) and other senior executives of the Company. To determine future compensation payable, the Board will review compensation paid to NEOs and other senior executives of companies of a similar size and stage of development in the Company’s industry sector and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the NEOs while taking into account the financial and other resources of the Company.

During the financial year ended December 31, 2019, the Company paid $nil in non-cash compensation (bonus shares and stock options) and paid or accrued $455,685 in cash compensation to its NEOs and Directors. Other than option-based awards pursuant to the Company’s 10% rolling stock option plan (the " Stock Option Plan "), the Company does not have any long-term incentive plans, including any supplemental executive retirement plans.

Stock Option Plan

The Stock Option Plan is designed to advance the interests of the Company by encouraging eligible participants, being Directors, employees, management company employees, officers and consultants, to have equity participation in the Company through the acquisition of Shares.

The Stock Option Plan has been used and will be used to provide incentive share purchase options (“ Options ”) which are awarded based on the recommendations of the Board, taking into account the level of responsibility of the executive as well as his or her past impact on or contribution to, and/or his or her ability in future to have an impact on or to contribute to the longer-term operating performance of the Company. In determining the number of Options to be granted to the Company’s executive officers, the Board takes into account the number of Options, if any, previously granted to each executive officer, and the exercise price of any outstanding Options to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (“ TSXV ”) and to closely align the interests of executive officers with the interests of Shareholders. The Board determines the vesting provisions of all Option grants. A copy of the Stock Option Plan is available under the Company’s profile on SEDAR at www.sedar.com. Please refer to “ PARTICULARS OF MATTERS TO BE ACTED UPON – Annual Approval of Rolling Stock Option Plan ” in this Circular for more complete details regarding the Stock Option Plan.

Compensation Risk Assessment and Governance

In light of the Company’s size and limited elements of executive compensation, the Board does not have a Compensation Committee and does not deem it necessary to consider at this time the implications of the risks associated with the Company’s compensation policies and practices. Also, there are no risks which have been

identified in the Company’s practices to date which would reasonably be likely to have a material adverse effect on the Company.

As previously mentioned, Options are granted to retain executive officers and motivate the executive officers by rewarding sustained, long-term development and growth that will result in increases in Share value. There is no formal process for assessing when Options are to be granted, rather they are granted at a time determined necessary by the Board, in its discretion, and are priced at market-value at the time of grant.

The Company does not permit its executive officers or Directors to hedge any of the equity compensation granted to them.

Named Executive Officers

For the purposes of the remainder of this Circular, a Named Executive Officer of the Company means each of the following individuals:

(a) the Chief Executive Officer (“ CEO ”) of the Company;
(b) the Chief Financial Officer (“ CFO ”) of the Company; and
(c) the Chief Operations Officer (“ COO ”) of the Company

(collectively the " Named Executive Officers " or " NEOs ").

The following individuals have been determined to be the Named Executive Officers or NEOs:

Glen Parsons – CEO
Sharon Cooper – CFO
Andrew Chubb – COO

Director and Named Executive Officer Compensation

Excluding Compensation Securities

The following table sets forth a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and Director of the Company, for services provided and for services to be provided, directly or indirectly in any capacity, to the Company by such persons, for the fiscal years ended December 31, 2019 and 2018 excluding compensation securities :


TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
*Name and* *Position*	*Year*	*Salary,* *Consulting* *Fee,* *Retainer or* *Commission* *($)*	*Bonus* (10) *($)*	*Committee* *or Meeting* *Fees* *($)*	*Value of* *Perquisites* (10) *($)*	*Value of all* *Other* *Compensation* *($)*	*Total* *Compensation* *($)*
Glen Parsons(1) CEO/Director	2019 2018	140,138 200,000	NIL NIL	NIL NIL	NIL NIL	NIL NIL	140,138 200,000
Sharon Cooper(2) CFO	2019 2018	75,547 93,301	NIL NIL	NIL NIL	NIL NIL	NIL NIL	75,547 93,301


TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
*Name and* *Position*	*Year*	*Salary,* *Consulting* *Fee,* *Retainer or* *Commission* *($)*	*Bonus* (10) *($)*	*Committee* *or Meeting* *Fees* *($)*	*Value of* *Perquisites* (10) *($)*	*Value of all* *Other* *Compensation* *($)*	*Total* *Compensation* *($)*
Andrew Chubb(3) COO	2019 2018	180,000 180,000	NIL NIL	NIL NIL	NIL NIL	NIL NIL	180,000 180,000
Derk Hartman(4) Director	2019 2018	NIL NIL	NIL NIL	20,000 20,000	NIL NIL	NIL NIL	20,000 20,000
Eric Roth(5) Director	2019 2018	NIL NIL	NIL NIL	20,000 32,000	NIL NIL	NIL NIL	20,000 32,000
Ron Ho (6) former CEO Current Director	2019 2018	NIL NIL	NIL NIL	20,000 20,000	NIL NIL	NIL NIL	20,000 20,000

(1) Glen Parsons was appointed as a Director and Chief Executive Officer of the Company on December 29, 2017.
(2) Sharon Cooper was appointed as Chief Financial Officer of the Company on December 29, 2017.
(3) Andrew Chubb was appointed as Chief Operating Officer of the Company on December 29, 2017
(4) Derk Hartman was appointed as a director of the Company on December 29, 2017.
(5) Eric Roth was appointed as a director of the Company on December 29, 2017
(6) Ron Ho.was appointed as a Director and as President and Corporate Secretary of the Company on June 23, 2015 and ceased as President and Corporate Secretary of the Company on December 3, 2015, when he was appointed as Chief Executive Officer of the Company. He has received no cash compensation from the Company either prior to or since his appointment and he is not an employee of the Company. Mr. Ho resigned as CEO of the Company on December 29, 2017 but remains a Director of the Company.
(7) No cash performance bonuses were awarded to any Named Executive Officers or Directors of the Company and none of the Named Executive Officers or Directors of the Company received any perquisites which in the aggregate, during the financial years ended December 31, 2019 or 2018, were greater than (a) $15,000, if the NEO or Director’s total salary for the financial year was $150,000 or less; (b) 10% of the respective NEO or Director’s salary for the financial year, if the NEO or Director’s total salary for the financial year was greater than $150,000 but less than $500,000, or (c) $50,000, if the NEO or Director’s total salary for the financial year was $500,000 or greater.

Stock Options and Other Compensation Securities

The Company has a Stock Option Plan for the granting of Options to its officers, employees and Directors. The purpose of granting such Options is to assist the Company in compensating, attracting, retaining and motivating the officers and Directors of the Company and to closely align the personal interests of such persons to that of Shareholders. During the most recently completed fiscal year ended December 31, 2019, the Company granted no Options it did however grant an aggregate of 900,000 Options to Directors and NEO’s of the Company on January 16, 2018. The Options, subject to vesting schedules are exercisable at $.0.32 until expiry on January 16, 2021. Subsequent to the fiscal year ended December 31, 2019, on July 24, 2020 the Company granted additional Options to Directors and NEO’s. The aggregate 2,400,000 Options are fully vested on July 24, 2021 and are exercisable at $0.18 until expiry July 24, 2023.

On May 14, 2018 the Board granted bonuses in the aggregate amount of $93,934 to the NEO’s. The bonuses will be paid, as agreed, by the issuance of 480,000 shares at a deemed price of US$0.196 per share. The Bonus Shares were

subject to certain restrictions, including a one year vesting period which expired May 14, 2019. The Bonus Shares are calculated as part of the 10% Stock Option Plan.

No compensation securities were exercised by any of the Company’s NEOs or Directors during the two most recently completed financial years.

The Company had no other non-cash arrangements, standard or otherwise, pursuant to which NEOs or Directors were compensated by the Company for their services in their capacity as NEOs or Directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Circular.

The following table provides information regarding the stock options, other compensation securities, and incentive plan awards for each NEO and Director outstanding as of December 31, 2019. All $ amounts are in US funds.


		Compensation Securities
Name & Position	Type of Compensatio n Security	Number of compensation securities, number of underlying securities and percentage of class1	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Glen Parson, CEO & Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Sharon Cooper, CFO	Stock Option Bonus2 Shares	200,000 0.46% 80,000 0.19%	January 16, 2018 May 14, 2018	$0.32 $0.196	$0.30	$0.10	January 16, 2021
Andrew Chubb, COO	Stock Option Bonus2 Shares	200,000 0.46% 400,000 0.92%	January 16, 2018 May 14, 2018	$0.32 $0.196	$0.30	$0.10	January 16, 2021
Derk Hartman, Director	Stock Option	200,000 0.46%	January 16, 2018	$0.32	$0.30	$0.10	January 16, 2021
Eric Roth, Director	Stock Option	200,000 0.46%	January 16, 2018	$0.32	$0.30	$0.10	January 16, 2021
Ron Ho, Director & former CFO	Stock Option	100,000 0.23%	January 16, 2018	$0.32	$0.30	$0.10	January 16, 2021

Notes:

Each of the stock options held are fully vested and have no restrictions on exercise. They have not been changed or modified since the day of grant. Each of the stock options is exercisable to purchase one additional common share for each option held.
On May 14, 2018 the Board granted bonuses in the aggregate amount of $93,934 to the NEO’s. The bonuses will be paid, as agreed, by the issuance of 480,000 shares at a deemed price of US$0.196 per share. The Bonus Shares were subject to a 4 month hold period and one year vesting period both of which have expired.
Subsequent to the year ended December 31, 2019 and as at the date of this information circular the Company granted an aggregate of 2,400,000 Options, fully vested on July 24, 2021 and are exercisable at $0.18per share until expiry July 24, 2023. The newly granted stock options to Directors and NEO’s were: Glen Parsons – 750,000; Sharon Cooper – 450,000; Andrew Chubb – 600,000; Derk Hartman – 200,000; Eric Roth – 200,000; and Ron Ho – 200,000.
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Exercise of Compensation Securities by Directors and NEO’s

No stock options or compensation securities were exercised, or issued, by or to Directors or NEO’s during the current financial year ended December 31, 2019. Options granted,

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year (December 31, 2019).

*Plan Category*	*Number of securities to* *be issued upon exercise* *of outstanding options,* *warrants and rights(1)* *(a)*	*Weighted-average* *exercise price of* *outstanding options,* *warrants and rights* *(b)*	*Number of securities remaining* *available for future issuance under* *equity compensation plans* *(excluding securities reflected in* *column (a)(2)* *(c)*
Equity compensation plans approved by security holders	2,030,000 572,000	$0.28 $0.196	5,363,171
Equity compensation plans not approved by security holders	NIL	NIL	NIL
Total	2,602,000	$0.26	5,363,171

(1) The Company originally approved the adoption of its 10% rolling Stock Option Plan on December 3, 2015, the Stock Option Plan was last approved by the Company’s shareholders on June 29, 2019. On December 31, 2019 being the last day of its most recently completed financial year, the Company had 79,651,712 issued and outstanding Shares, meaning that the maximum number of Options which could be granted by the Company was 7,965,171, of which the Company had granted 2,030,000 Options and 572,000 performance shares.
(2) As of the date of this Circular, November 30, 2020, the Company has 124,069,152 Shares issued, meaning that the maximum number of Options which can be granted by the Company is 12,406,915, of which the Company has granted 7,080,000 Options and 572,000 performance shares leaving 4,754,915 available for issue. Please refer to “Annual Approval of Rolling Stock Option Plan” below for further details concerning the Company’s Stock Option Plan.

Employment, Consulting and Management Agreements

Other than as disclosed in this Circular, during the most recently completed financial year ended December 31, 2019, the Company had no formal written contracts, agreements, plans or arrangements under which compensation was provided or is payable in respect of services provided to the Company that were: (a) performed by a Director or Named Executive Officer, or (b) performed by any other party, but are services typically provided by a Director or a Named Executive Officer.

The Company has commenced the process of formalising agreements for its Named Executive Officers; Parsons, Cooper and Chubb; the terms of which will provide for a payment equal to one year’s salary in connection with a termination (other than “for cause”) or a change of control of the Company.

Oversight and Description of Director and Named Executive Officer Compensation

The Company relies on its Board of Directors, through discussion without any formal objectives, targets, criteria or analysis, in determining the compensation of its Named Executive Officers. The Board of Directors is

responsible for determining all forms of compensation, including the provision of long-term incentives through the granting of stock options to the Named Executive Officers, Directors of the Company, and other persons eligible to receive stock options.

The Board of Directors incorporates the following goals when it makes its compensation decisions with respect to the Company’s Named Executive Officers: (i) the recruiting and retaining of executives who are critical both to the success of the Company and to the enhancement of shareholder value; (ii) the provision of fair and competitive compensation; (iii) the balancing of the interests of management with the interests of the Company’s shareholders; the rewarding of performance, both on an individual basis and with respect to the operations of the Company as a whole; and (v) the preservation of available financial resources.

The Company is an exploration company focused on the acquisition and exploration of mineral properties. The Company has no revenues from operations and often operates with limited financial resources. As a result, to ensure that funds are available to complete scheduled programs, the Board of Directors considers not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial condition of the Company in the future. Since the preservation of cash is an important goal of the Company, an important element of the compensation awarded to the Named Executive Officers and Directors is the granting of stock options, which do not require cash disbursement by the Company. The other element of the compensation the Company awards to its Named Executive Officers is cash compensation in the form of salary or consulting fees. The determination of the amount of cash compensation for each Named Executive Officer is based on the position held, the related responsibilities and functions performed by the Named Executive Officer, and salary ranges for similar positions in comparable companies. The compensation of the Named Executive Officers does not depend on the fulfillment of any specific performance goals or similar criteria. The Company does not provide its Named Executive Officers or Directors with perquisites or personal benefits.

There were no significant changes to the Company’s compensation policies during or after the most recently completed financing year that could or would have affected the Named Executive Officers compensation.

The Board of Directors determines whether the Company should compensate its Directors. The compensation of Directors is recommended by management of the Company to the Board of Directors and then provided to the full Board for approval. During the Company’s fiscal year ended December 31, 2019 the Company paid or accrued $20,000 per annum to each of its non-executive directors in their capacity as directors. Directors or their companies may receive consulting fees for other services not related to their services or roles as directors of the Company.

The granting of options to the Named Executive Officers and Directors under the Company’s Stock Option Plan helps to align the interests of the Named Executive Officers and Directors with the interests of the Company and provides an appropriate long-term incentive to management to create shareholder value.

The number of options the Company grants to each Named Executive Officer reasonably reflects the Named Executive Officer’s specific contribution to the Company in the execution of such person’s responsibilities. The number of options the Company grants to each of these Directors reasonably reflects each Director’s contributions to the Company in his capacity as a director and as a member of one or more committees of the Board (if applicable), including without limitation the Audit Committee. Previous grants of options to Named Executive Officers and Directors are taken into consideration by the Board of Directors in developing its recommendations with respect to the granting of new options.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement. The Company has no defined benefit or actuarial plans.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at May 31, 2020, there was no indebtedness outstanding of any current or former Director, executive officer or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or

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understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise .

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or
(ii) is indebted to another entity which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries,

in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than the election of Directors or the appointment of Auditors, no (a) person who has been a Director or executive officer of the Company at any time since the beginning of the Company's last financial year, (b) proposed nominee of management of the Company for election as a Director of the Company; or (c) associate or affiliate of a person in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except that the Directors and executive officers of the Company may have an interest in the resolution regarding the approval of the Company’s Stock Option Plan, as such persons are eligible to participate in such plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except for the participation of certain Directors and officers in the Company’s equity offerings, no informed person (as defined in National Instrument 51-102, Continuous Disclosure ) or proposed Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Except as set out herein, no management functions of the Company are performed to any substantial degree by a person other than the Directors or executive officers of the Company.

AUDIT COMMITTEE

The Audit Committee's Charter

The following is the text of the Audit Committee Charter of the Company:

Mandate

The primary function of the Audit Committee is to assist the Company’s Board of Directors (the “ Board of Directors ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.
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Review and appraise the performance of the Company’s external auditors.
Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Composition

The Audit Committee shall be comprised of three Directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholder’s meeting. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership.

Meetings

The Audit Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Company.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
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(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee.

Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
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(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Composition of the Audit Committee

The following are the current members of the Audit Committee

Ron Ho (Chair) Non-Independent[(1) ] Financially literate(1) Derk Hartman Independent[(1)] Financially literate(1) Eric Roth Independent[(1)] Financially literate(1)

(1) As defined by National Instrument 52-110 – Audit Committees (" NI 52-110 ").

Relevant Education and Experience

Set out below is a general description of the education and experience of each Audit Committee member which is relevant to the performance of his or her responsibilities as an Audit Committee member:

Ron Ho – Mr. Ho is a Chartered Professional Accountant and a Chartered Financial Analyst charter holder. He has been the Vice-President, Finance for Sandstorm Gold Ltd. since July 2009, primarily focusing on corporate development and transaction structuring and he is also a Director of Mariana Resources Limited. Mr. Ho began his career at Deloitte LLP focusing on public company financing reporting in both the United States and Canada. His work has required extensive review and analysis of financial statements. Mr. Ho holds a Bachelor of Commerce degree from the University of British Columbia and he is a member of the Institute of Chartered Accountants of British Columbia.

Derk Hartman – Mr. Hartman has over 19 years of experience in the banking and mining sectors and has been a founder, officer and director of several public and private companies. He most recently served as the Chief Financial Officer of TSX listed Silver Bear Resources Plc. He is a former Director of Investment Banking at BMO Capital Markets. Mr. Hartman holds a MSc Mining Engineering from Delft University of Technology (The Netherlands) and the FT Non-Executive Director Diploma (UK).

Eric Roth – Mr. Roth has a PhD in Economic Geology from the University of Western Australia. Mr. Roth is currently the CEO and Director of Capella Minerals Limited and was previously COO of Mariana Resources Ltd., prior to it being purchased by Sandstorm Gold Ltd. He has been a successful senior executive and/or director of several public and private companies. Mr. Roth is also a principal of the consulting firm, ER Global Consulting SA.

Audit Committee Oversight

At no time since the commencement of the Company’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 of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemptions listed in Section 5 of Form 52-110F2, Disclosure by Venture Issuers .

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "The Audit Committee’s Charter".

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External Auditors Service Fees (By Category)

The aggregate fees billed by the Company's external auditors in the last two fiscal years for audit fees are as follows:

*Financial Year* *Ending*	*Audit Fees*	*Audit Related Fees*	*Tax Fees*	*All Other Fees*
2019	$45,326	NIL	NIL	NIL
2018	$ 48,160	NIL	NIL	NIL

(1) Fees associated with the Company’s qualifying transaction.

Exemption in Section 6.1 of NI 52-110

The Company is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE DISCLOSURE

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 Company. 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.

National Policy 58-201 - Corporate Governance Guidelines (the “ Governance Guidelines ”) establishes corporate governance guidelines which apply to all public companies. The guidelines deal with such matters as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 - Disclosure of Corporate Governance Practices (the “ Governance Disclosure Rule ”) mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Board has considered the relationships of each of the Directors to the Company and determined that two of the four members of the current Board, all of whom are nominees, qualify as independent Directors. The Board reviews independence in light of the requirements of the Governance Guidelines and the Governance Disclosure Rule. None of the independent Directors has a material relationship with the Company which could impact their ability to make independent decisions.

Derk Hartman and Eric Roth are independent. Ron Ho is not independent as he was the former Chief Executive Officer of the Company until December 29, 2017. Glen Parsons is not independent as he is the Chief Executive Officer of the Company.

The Board may excuse members of management and conflicted Directors from all or a portion of any meeting where a conflict or potential conflict of interest arises or where otherwise deemed appropriate.

Management Supervision by Board

The current operations of the Company do not support a large Board and the Board has determined that the current constitution of the Board is appropriate for the Company's current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are however able to meet at any time without any members of management including the non-independent Directors, being present. Further supervision is performed through the Audit Committee , which is composed of three of the four current Directors of the Company.

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Participation of Directors in Other Reporting Issuers

The participation of the Directors in other reporting issuers is described in the table provided under " Election of Directors " in this Circular.

Orientation and Continuing Education

The Company does not have formal orientation and training programs in place for its new Directors and, instead, has adopted a tailored approach depending on the particular needs and focus of the Director being appointed. New Board members are provided with:

information respecting the functioning of the Board, committees and copies of the Company's corporate governance policies;
documents from recent Board meetings;
access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information;
access to management and technical experts and consultants; and
a summary of significant corporate and securities responsibilities.

In addition, Directors and management are provided with, review and discuss, developments in corporate governance, accounting practices, financing and the resource industry generally.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars. Board members have full access to the Company's records.

Directors are expected to attend all scheduled Board and committee meetings in person, although attendance by telephone is permissible. Directors are also expected to prepare thoroughly in advance of each meeting, and to stay for the entire meeting, in order to actively participate in the Board’s deliberations and decisions. If there are unforeseen circumstances and a Director is unable to attend a meeting, he is expected to contact the Chief Executive Officer or the Corporate Secretary of the Company as soon as possible after the meeting for a briefing on the substantive elements of the meeting.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to Shareholders. The Board has adopted a Code of Business Conduct and Ethics (“ Code ”) and has instructed its management and employees to abide by the Code The Board intends that it will review compliance with the Code on an annual basis until the Company has grown to a size which warrants more frequent monitoring. A copy of the Code has been posted on SEDAR at www.sedar.com.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to Directors, officers and employees to assist them in recognizing and dealing with ethical issues, promoting a culture of open communication, honesty and accountability; promoting a safe work environment; and ensuring awareness of disciplinary action for violations of ethical business conduct. The Board, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct and believes the Company’s high caliber management team promotes a culture of ethical business conduct throughout the Company’s operations and is expected to monitor the activities of the Company’s employees, consultants and agents in that regard.

It is a requirement of applicable corporate law that Directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of Directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are also contained in the Company’s Articles, which are made available to Directors and senior officers of the Company.

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To date, the Company has not been required to file a material change report relating to a departure from the Code by any of its Directors or executive officers.

Nomination of Directors

The Company does not have a stand-alone nomination committee. The full Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the Company’s industry sector are consulted for possible candidates.

Compensation of Directors and the CEO

As previously discussed in this Circular, the independent Directors of the Company are currently Derk Hartman and Eric Roth. The full Board has the responsibility for considering, approving and recommending compensation for the Directors and senior management, including the CEO.

Kindly refer to the discussions contained within the “STATEMENT OF EXECUTIVE COMPENSATION” section of this Circular for information regarding compensation of the Company’s Named Executive Officers. Please also refer to the table and related notes located within the “STATEMENT OF EXECUTIVE COMPENSATION” section of this Circular for specific details.

Board Committees

The Company has one committee at present, being the Audit Committee .

The Audit Committee is comprised of three of the Company’s four Directors: Ron Ho (Chair), Derk Hartman and Eric Roth. As the Directors are actively involved in the operations of the Company and the size of the Company’s operations does not warrant a larger board of Directors, the Board has determined that additional standing committees are not necessary at this stage of the Company’s development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors and its Audit Committee . To assist in its review, the Board conducts informal surveys of its Directors (three of whom are also members of its Audit Committee ). As part of these assessments, the Board or the Audit Committee may review their respective mandate/charters and conduct reviews of applicable corporate policies.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances Shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. The Board currently consists of four Directors and Shareholder approval will be sought to fix the number of Directors of the Company at four .

At the Meeting, the four persons named hereunder will be proposed for election as Directors of the Company (the “ Nominees ”). All of the Nominees currently serve on the Board and each has expressed his/her willingness to serve on the Board for another term.

The Board and management consider the election of each of the Nominees to be appropriate and in the best interests of the Company. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying proxy will vote the Shares represented by such form of proxy, properly executed, FOR the

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election of each of the Nominees whose names are set forth below. Management does not contemplate that any of the Nominees will be unable to serve as a Director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve.

The Company has an Audit Committee . Members of this committee are as set out below.

The following table sets forth the details with respect to each Nominee and is based upon information furnished by the Nominee concerned:

*Name, Jurisdiction of* *Residence and Position*	*Principal Occupation or* *employment and, if not a* *previously elected Director,* *occupation during the past* *five years*	*Previous Service* *as a Director*	*Number of Common* *Shares Beneficially* *Owned, Controlled or* *Directed, Directly or* *Indirectly(*4)
DERK HARTMAN(1) London, United Kingdom Director	Chief Financial Officer of Silver Bear Resources PLC	Director since December 29, 2017	2,212,841(3)
RON HO(1) British Columbia, Canada Director	Vice-President, Finance of Sandstorm (a publicly listed streaming/royalty company).	Director since June 23, 2015	2,404,228
GLEN PARSONS Sydney, Australia CEO and Director	Chief Executive Officer of the Company since December, 2017. Director of Capella Minerals Limited; Former CEO of Mariana Resources Limited until July 3, 2017	Director since December 29, 2017	14,740,701(2)
ERIC ROTH(1) Santiago, Chile Director	CEO and Director of Capella Minerals Limited, and Former Director of Mariana Resources Limited until July 3, 2017.	Director since December 29, 2017	1,414,703

(1) Member of the Audit Committee .
(2) Mr. Parsons holds 12,463,701 shares directly and 2,277,000 shares are held indirectly.
(3) Mr. Hartman holds 692,841 shares directly and 1,520,000 shares indirectly in Awale Holdings Ltd., a company of which he is a 40% owner.
(4) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at November 30, 2020, is based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such Shares are held directly.

The Company does not have an Executive Committee.

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed Director:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a Director, CEO or CFO of any company (including the Company) that:
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(i) was the subject, while the proposed Director was acting in the capacity as Director, CEO or CFO of such company, of a cease trade or similar order or 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; or
(ii) was subject to a cease trade or similar order or 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, that was issued after the proposed Director ceased to be a Director, CEO or CFO but which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or
(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a Director or Executive Officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 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 the proposed Director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) has been subject to any 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.

The following Directors of the Company hold directorships in other reporting issuers as set out below:

*Name of Director*	*Name of Other Reporting Issuer*
Ron Ho	Mariana Resources Limited
Glen Parsons	Capella Minerals Limited. Mariana Resources Limited AfriTin MiningLimited
Eric Roth	Capella Minerals Limited. Mariana Resources Limited

Appointment of Auditors

Ernst & Young, Chartered Professional Accountants, of EY Centre, Level 34, 200 George Street Sydney AUSTRALIA , are the auditors of the Company. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the appointment of Ernst & Young as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the Directors. Ernst & Young were first appointed as the Company’s auditors on December 29, 2017 replacing former auditors Manning Elliott LLP.

Annual Approval of Rolling Stock Option Plan

Background Information

At the Meeting, the Company's Shareholders will be asked to approve and ratify the Company's Stock Option Plan. The Board implemented the Stock Option Plan on December 3, 2015. The number of Shares which may be issued pursuant to Options previously granted and those granted under the Stock Option Plan is a maximum of 10% of the issued and outstanding Shares at the time of the grant. In addition, the number of Shares which may be reserved for

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issuance to any one individual may not exceed 5% of the issued Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.

The purpose of the Stock Option Plan is to allow the Company to grant Options to Directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such Options is intended to align the interests of such persons with that of Shareholders. Options will be exercisable over periods of up to ten years as determined by the Board and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the day that the Option is granted less the applicable discount, if any, permitted under the TSXV policy applicable to incentive stock options. Pursuant to the Stock Option Plan, the Board may from time to time authorize the issue of Options to Directors, officers employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries.

The Stock Option Plan contains no vesting requirements, but permits the Board to specify a vesting schedule in its discretion. The Stock Option Plan provides that if a change of control, as defined therein, occurs, all Shares subject to Option shall immediately become vested and may thereupon be exercised in whole or in part by the Option holder.

The Company currently has 124,069,152 issued and outstanding Shares, meaning that the number of Options currently available for grant under the Stock Option Plan would be 10% of that number (on a rolling basis) or 12,406,915 Shares. As of the date of this Circular, the Company had 7,080,000 Options outstanding and 572,000 performance shares allotted (representing approximately 6.17% of the Company’s current issued and outstanding , on a non-diluted basis), leaving 4,754,915 Shares currently available for the future grant of Options.

A copy of the Stock Option Plan is available under the Company’s profile on SEDAR at www.sedar.com, is available upon request by any Shareholder of the Company at no charge and will be available for review at the Meeting.

The TSXV Requires Annual Shareholder Approval for the Stock Option Plan

The Company’s Stock Option Plan is a rolling stock option plan. Under TSXV policy, all rolling stock option plans which set the number of common shares issuable under the plan at a maximum of 10% of the issued and outstanding common shares of a company must be approved and ratified by its shareholders on an annual basis.

Shareholder Approval Being Sought

The Board and management of the Company consider the annual approval of the Stock Option Plan to be appropriate and in the best interests of the Company and recommend that Shareholders vote in favour of the ordinary resolution approving the Stock Option Plan. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the approval of the Stock Option Plan.

The text of the ordinary resolution approving the Stock Option Plan to be submitted to Shareholders at the Meeting is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting:

"RESOLVED, with or without amendment, THAT:

1. the Company’s 10% “rolling” stock option plan, as described in the Company’s Management Information Circular dated November 30, 2020, be and is hereby ratified, confirmed and approved; and

2. any Director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such Director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory authorities including the TSX Venture Exchange."

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ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com.

Financial information is provided in the Company’s audited financial statements for its most recently completed financial year ended December 31, 2019, which can be found as filed under the Company’s profile on SEDAR at www.sedar.com. Shareholders may contact the Company at 604-410-2277 to request a copy of these financial statements.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

DIRECTOR’S APPROVAL

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

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Glen Parsons” Chief Executive Officer

November 30, 2020 Sydney, Australia