Awale Resources Limited — Proxy Solicitation & Information Statement 2023

Sep 1, 2023

AWALÉ RESOURCES LTD.

Mission, B.C. V4S1E7 Tel: (604) 410-2277 / Fax: (604) 410-2275

MANAGEMENT INFORMATION CIRCULAR

(As at August 8, 2023, except as otherwise indicated)

Awalé Resources 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 September 6, 2023 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.

CONTINUED SPECIAL MEASURES

In view of the past Corona virus pandemic, the Company continues to encourage Shareholders not to attend the Meeting in person. The Company requires anyone wanting to attend the Meeting in person to register in advance. 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 96 hours in advance by calling Kathryn Witter at 604.410-2277 or by email at kathryn.witter@outlook.com. 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.

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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 self-administered 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 54-101 ”) and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. The Company has decided to take advantage of those provisions of NI 54-101 that allow it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form (“ 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 Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered 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 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.

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“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 54,390,779 Shares are issued and outstanding as of August 8, 2023 . Persons who were Registered Shareholders at the close of business on August 8 , 2023 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
CDS & Co.	30,996,841	57%
Orecap Invest Corp.	8,333,333	15.32%

1. CDS & Co., is a depository and hold shares on behalf of their clients, the beneficial holders are unknown to the Company.

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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, 2022, the Company paid $70,547 in non-cash compensation (stock options) and paid or accrued $444,458 in cash compensation to its NEOs and Directors.

The Company’s current compensation policies and programs for executive officers consists of a base salary/compensation, cash bonuses, stock options, restricted share units (“ RSUs ”), and may include other customary employment benefits. As a general rule for establishing compensation for NEOs and executive officers, the Board considers the executive’s performance, experience and position within the Company and the recommendations of the Chief Executive Officer, or in the case of the Chief Executive Officer, the recommendation of the Lead Director of the Board. The Board uses its discretion to determine compensation for executive officers at levels warranted by external, internal and individual circumstances. Compensation of executive officers of the Company is reviewed on an annual basis and relies on, among other things, discussion of formal and informal objectives, as well as criteria, analysis and recommendations of external advisors and consultants. stock options and RSUs are granted pursuant to the Option Plan and RSU Plan, respectively, at the discretion of the Board. Stock options and RSUs granted generally have vesting provisions as determined by the Board.

Stock Option and RSU Plans

The Company’s 10% rolling Stock Option Plan (“ Option Plan ”) and RSU Plan (“ RSU Plan ”) are 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 Option Plan has been used and will be used to provide incentive share purchase options (“ Options ”) and restricted share units (“ RSUs ”) granted under the RSU plan will rise and fall in value based on the value of the Shares. Unlike Options, RSUs will not require the payment of any monetary consideration to the Company. Instead, each RSU represents a right to receive on common share following the attainment of vesting criteria determined by the Board. Both Options and RSUs are awarded based on the recommendations of management and/or 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 and/or RSUs to be granted to the Company’s executive officers, the Board takes into account the number of Options and/or RSUs, if any, previously granted to each executive officer, and the exercise price of any outstanding Options or RSUs 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 and RSU grants. A copy of the Option Plan and RSU Plan are 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 and Annual Approval of RSU Plan ” in this Circular for more complete details regarding the Option Plan and RSU 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.

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As previously mentioned, Options and RSU’s 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:

• Andrew Chubb – CEO ( former COO )

• Glen Parsons – former CEO

• Sharon Cooper – CFO

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, 2022 and 2021 excluding compensation securities :

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION 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) Former CEO/Director	2022 2021	101,058 103,525	NIL NIL	NIL NIL	NIL NIL	NIL NIL	101,058 103,525
Sharon Cooper(2) CFO	2022 2021	55,067 54,858	NIL NIL	NIL NIL	NIL NIL	NIL NIL	55,067 54,858
Andrew Chubb(3) CEO & Director Former COO	2022 2021	180,000 180,000	NIL NIL	NIL NIL	NIL NIL	NIL NIL	180,000 180,000

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TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION 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 ($)	Total Compensation ($)
Derk Hartman(4) Director	2022 2021	NIL NIL	NIL NIL	40,000 20,000	NIL NIL	NIL NIL	40,000 20,000
Eric Roth(5) Former Director	2022 2021	NIL NIL	NIL NIL	350,000 20,000	NIL NIL	NIL NIL	35,000 20,000
Ron Ho (6) former CEO former Director	2022 2021	NIL NIL	NIL NIL	31,666 20,000	NIL NIL	NIL NIL	31,666 20,000
Robin Birchall(7) Director (Chair)	2022	NIL	NIL	1,667	NIL	NIL	1,667
Stephen Stewart(8) Director	2022	NIL	NIL	NIL	NIL	NIL	NIL
Charles Beaudry(9) _Director _	2022	NIL	NIL	NIL	NIL	NIL	NIL

• (1) Glen Parsons was appointed as a Director and Chief Executive Officer of the Company on December 29, 2017 and resigned his positions effective May 24, 2023.

• (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 and was subsequently appointed as Chief Executive Officer and a Director effective on May 24, 2023.

• (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 and subsequently resigned as a director on June 18, 2023.

• (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 and resigned as Director effective November 7, 2022.

• (7) Robin Birchall was appointed to the Board of Directors effective on November 29, 2022.

• (8) Stephen Stewart was appointed to the Board of Directors effective May 24, 2023.

• (9) Charles Beaudry was appointed to the Board of Directors effective July 13, 2023.

• (10) 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, 2022 or 2021, 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 an 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

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the most recently completed fiscal year ended December 31, 2022, the Company granted no Options. The Company received regulatory approval and required shareholder approval for repricing of insiders Options on November 7, 2022 to the repricing of an aggregate 1,062,500 Options from C$0.96 to C$0.40 all other terms remained the same..

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

While the Company has an RSU Plan it has not yet granted any RSUs. 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, 2022. All $ amounts are in CAD funds.

			Compensation Securities
Name & Position	Type of Compensation Security	Number of compensation securities, number of underlying securities and percentage of class(1)(3)	Date of issue or grant	Issue, conversion or exercise price ($)(1)	Closing price of security or underlying security on date of grant ($)(1)	Closing price of security or underlying security at year end ($)	Expiry Date(2)
Glen Parson, Former CEO & Director(4)	Stock Option Stock Option	93,750 >1% 137,500 >1%	July 24, 2020 May 19, 2021	$0.40 $0.40	$1.32 $0.64	$0.12 $0.12	July 24, 2023 May 19, 2024
Sharon Cooper, CFO	Stock Option Stock Option	56,250 >1% 62,500 >1%	July 24, 2020 May 19, 2021	$0.40 $0.40	$1.32 $0.64	$0.12 $0.12	July 24, 2023 May 19, 2024
Andrew Chubb, CEO & Director Former COO(6)	Stock Option Stock Option	75,000 >1% 118,750 >1%	July 24, 2020 May 19, 2021	$0.40 $0.40	$1.32 $0.64	$0.12 $0.12	July 24, 2023 May 19, 2024
Derk Hartman, Director	Stock Option Stock Option	25,000 >1% 56,250 >1%	July 24, 2020 May 19, 2021	$0.40 $0.40	$1.32 $0.64	$0.12 $0.12	July 24, 2023 May 19, 2024
Eric Roth, Former Director(5)	Stock Option Stock Option	25,000 >1% 56,250 >1%	July 24, 2020 May 19, 2021	$0.40 $0.40	$1.32 $0.64	$0.12 $0.12	July 24, 2023 May 19, 2024

Notes:

1. Adjusted for (8 old for 1 new) share consolidation December 6, 2021. Each of the stock options is exercisable to purchase one additional common share for each option held; are fully vested and have been adjusted to a new exercise price of $0.40 as approved by shareholders November 7, 2022.

2. As of the date of this Information Circular the Options expiring July 24, 2023 (an aggregate of 631,250) all expired unexercised.

3. Each of the stock options is exercisable to purchase one additional common share for each option held. Percentage of class disclosed as a proportion of current outstanding share capital.

4. Mr. Parsons resigned as a Director and CEO of the Company effective May 24, 2023. He will continue to provide consulting services to the Company on an as-needed basis.

5. Mr. Roth resigned as a Director of the Company on June 18, 2023.

6. Mr. Chubb became the CEO and a Director of the Company on May 24, 2023.

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See PARTICULARS OF MATTERS TO BE ACTED UPON – Stock Option below.

Exercise of Compensation Securities by Directors and NEO’s

No stock options or compensation securities were exercised by Directors or NEO’s during the current financial year ended December 31, 2022.

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, 2022.

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)(3) (c)
Equity compensation plans approved by security holders	1,693,750	$0.40	1,347,111(3) 457,859(2)
Equity compensation plans not approved by security holders	NIL	NIL	NIL
Total	1,693,750*	$0.40*	1,804,970*

*adjusted for 8:1 share consolidation December 6, 2021 and repricing effective November 7, 2022.

• (1) The Company originally approved the adoption of its 10% rolling Stock Option Plan on December 3, 2015 as amended on September 20, 2021, the Option Plan was last approved by the Company’s Shareholders on November 7, 2022. On December 31, 2022 being the last day of its most recently completed financial year, the Company had 31,123,615 issued and outstanding Shares, meaning that the maximum number of Options which could be granted by the Company was 3,112,615, of which the Company had granted 1,693,750 Options.

• (2) The Company originally adopted its RSU Plan in March, 2021 with the shareholders approving September 20, 2021. The Company’s Shareholders last approved the adoption of the RSU Plan on November 7, 2022. Under the RSU Plan the maximum number of shares that can be issued is 457,859. As of the date of this Circular, August 8, 2023 the Company has not issued any RSU’s under the RSU Plan. Please refer to “Approval of RSU Plan” below for further details concerning the Company’s RSU Plan.

• (3) As of the date of this Circular, August 8, 2023, the Company has 54,390,779 Shares issued, meaning that the maximum number of Options which can be granted by the Company is 5,439,078, of which the Company has granted 4,667,500 Options leaving 771,078 available for issue. Please refer to “Approval of Option Plan” below for further details concerning the Company’s Option Plan.

Employment, Consulting and Management Agreements

Other than as disclosed in this Circular, during the most recently completed financial year ended December 31, 2022, 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.

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The Company is in the process of formalising agreements for its Named Executive Officers; 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, 2022 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 including special committee fees that are 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.

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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 December 31, 2022 and the date of this Circular, 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 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; and the interest that Directors and executive officers of the Company may have an interest in the resolution regarding the approval of the Company issuing common shares in settlement of certain debt as described below..

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

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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.

• 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.

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• (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.

• (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.

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• (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.

• (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; however, Mr. Eric Roth (former director) and Mr. Glen Parsons (former CEO and director) were former members of the audit committee along with Derk Hartman at the last financial year ended December 31, 2022.

Robin Birchall	Independent(1)	Financially literate(1)
Derk Hartman (Chair)	Independent(1)	Financially literate(1)
Andrew Chubb	Non-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:

Robin Birchall – Mr. Birchall brings more than twenty years of experience in the financing and management of resource companies. Mr. Birchall is currently the CEO of a private Oilfield Services company. Mr. Birchall was most recently the Chief Executive Officer of Giyani Metals Corp and a NED of Helium One Global. Previous roles include Executive Chair of Silver Bear Resources. Mr. Birchall is also former CEO of a private oil and gas E&P company as well as Vice President Investment and Corporate Banking with BMO Capital Markets ("BMO"), where he completed a variety of high-profile transactions for resource companies. Prior to BMO, Mr. Birchall was VP Corporate Finance at Canaccord Adams Ltd. Mr. Birchall earned an MBA from the University of Cape Town, a MSc in European and International Politics from Edinburgh University, a Première Degré en Langues Literature et Civilisation, from Stendahl Université and a BA from Queens University.

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. Mr. Hartman until his resignation in April 2023, was the President and Chief Operating Officer of Giyani Metals Corp. listed on the TSXV; 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).

Andrew Chubb – Mr Chubb was formerly the COO of Awale resources for 5 years; he is an economic geologist with 20 years of international experience in precious and base metal exploration with a particular focus and experience on the greenstone belts of west Africa. Throughout his career has acted both as consultant and company geologist. He has a proven record in exploration and project management with well-developed management and technical skills. Mr. Chubb holds Bachelor of Science with Honours degree in Geology and Geophysics from the University of New England (Australia) and is a member of the Australian Institute of Geologists and the Society of Exploration Geologists.

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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".

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
2022	$86,278	NIL	NIL	NIL
2021	$ 52,274	NIL	NIL	NIL

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.

Charles Beaudry, Robin Birchall, Derk Hartman are independent. Andrew Chubb is not independent as he is the Chief Executive Officer of the Company and Stephen Stewart is not independent as a paid advisory consultant to the Company.

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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 was composed of the three of the four current Directors of the Company. However, as Mr. Ho has elected not to seek re-election at the upcoming Meeting the Audit Committee will be comprised of the three remaining directors. Two of which will be independent.

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:

1. information respecting the functioning of the Board, committees and copies of the Company's corporate governance policies;

2. documents from recent Board meetings;

3. access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information;

4. access to management and technical experts and consultants; and

5. 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.

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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.

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 Charles Beaudry; Robin Birchall; Derk Hartman and Stephen Stewart. 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 has been comprised of three of the Company’s five Directors: Robin Birchall; Derk Hartman (Chair) and Andrew Chubb. As the Directors are actively involved in the operations of the Company and the size of the Company’s operations does not currently 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 . As part of these assessments, the Board or the Audit Committee may review their respective mandate/charters and conduct reviews of applicable corporate policies.

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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 five Directors and Shareholder approval will be sought to fix the number of Directors of the Company at five .

At the Meeting, the five 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 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 Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(4)
ANDREW CHUBB(1) Maghtab, Malta Chief Executive Officer (CEO) and Director	CEO of the Company since May 24, 2023; formerly Geologist and the Chief Operating Officer of Awale Resources Limited since 2017.	Director since May 24, 2023	1,305,932
CHARLES BEAUDRY Toronto, Canada Director	Geologist and VP Exploration QC Copper and Gold Inc.; Director of Orecap Invest Corp.; Baseload Energy Corp.; and Metal Energy Corp.	Director since July 13, 2023	830,000
ROBIN BIRCHALL(1) Amsterdam, NL Director	CEO of Georgetown Real Estate Company (November 2022 – Present); former CEO Giyani Metals Inc. (November 2017 – October 2022) former Director Helium One Ltd. (February 2020 – August 2023)	Director since November 29, 2022	60,833

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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 Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(4)
DERK HARTMAN(1) London, United Kingdom Director	Director Met63 PTY Ltd. (May 2023 – present) Until April 2023, President and Chief Operating Officer of Giyani Metals Corp., and former CFO of Silver Bear Resources PLC .	Director since December 29, 2017	659,939(3)
STEPHEN STEWART Toronto, Canada Director	CEO and Director of ORECAP Invest Corp. and QC Copper & Gold. Chair of American Eagle Gold, Metal Energy, Mistango River Resources and Baselode Energy Corp. He is also founder of the Ore Group, an organization focused on natural resource discovery and development.	Director since May 24, 2023	2,848,363(2)

• (1) Member of the Audit Committee .

• (2) Mr. Birchall holds 60,833 shares are held indirectly.

• (3) Mr. Hartman holds 469,939 shares directly and 190,000 shares indirectly in Awalé 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 August 8, 2023, is based upon information obtained from SEDI and/or 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:

• (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,

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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 at the date of this Information Circular set out below:

Name of Director	Name of Other Reporting Issuer
Charles Beaudry	Orecap Invest Corp..(1) QC Copper and Gold Inc.(1) Baseload Energy Corp.(1) Metal Energy Corp.(1)
Stephen Stewart	Orecap Invest Corp.(1) QC Copper and Gold Inc.(1) Mistango River Resources Inc.(2) American Eagle Gold Corp. (1) Baseload Energy Corp.(1) Metal Energy Corp.(1)

1. Listed for trading on the TSX Venture Exchange

2. Listed for trading on the Canadian Securities Exchange

Appointment of Auditors

Davidson & Company LLP, Chartered Professional Accountants, of 1200 – 609 Granville Street, Vancouver, British Columbia V7Y1H4 Canada , are the newly appointed 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 Davidson & Company as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the Directors. Davidson & Company were first appointed as the Company’s auditors on August 7, 2023 replacing former auditors Ernst &Young Chartered Professional Accountants.

Annual Approval of the Restricted Share Unit Plan

Background Information

At the Meeting, Shareholders of the Company will be asked to consider and, if thought appropriate, pass an ordinary resolution in the form set out below, approving the Company’s restricted share unit plan (the “ RSU Plan ”). Restricted share units (“ RSUs ”) granted under the RSU Plan will rise and fall in value based on the value of the Shares. Unlike Options, RSUs will not require the payment of any monetary consideration to the Company. Instead, each RSU represents a right to receive one Share following the attainment of vesting criteria determined at the time of the award.

The RSU Plan is a fixed plan pursuant to which the number of Shares that may be issued pursuant to RSUs granted under the RSU Plan is fixed at 457,859; provided, however, that the total number of Shares which may be issued pursuant to RSUs and Options granted under the Option Plan is a maximum of 10% of the issued and outstanding Shares at the time of grant.

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The Company has reserved up to a maximum of 457,859 Shares for issuance upon the redemption of RSUs granted under the RSU Plan, representing approximately 0.08 % of the Company’s current issued and outstanding Shares; and when combined with the maximum number of Shares which may be reserved for issuance under all other security based compensation arrangements of the Company shall not exceed 10% of the total number of Shares issued and outstanding from time to time.

The following information is intended to be a brief description of the material terms of the RSU Plan. A copy of the RSU 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.

• a) Eligible Persons: The Board of Directors or a committee delegated by the Board of Directors under the RSU Plan (the “ Committee ”) may grant RSUs to directors, officers, employees or consultants (excluding an investor relations consultant) of the Company or a subsidiary of the Company (the “ Participants ”) provided that the Board, together with such individuals or companies, are responsible for ensuring and confirming that such person is a bona fide Participant.

• b) Fixed Plan: The RSU Plan is a fixed plan, such that the aggregate number of Shares that may be issued pursuant to the Plan shall not exceed 457,859 Shares, subject to the number of Shares reserved for issuance under the Option Plan and the RSU Plan being no greater than 10% of the Company’s issued and outstanding Shares at any time.

• c) Vesting: Each RSU will vest in such manner as determined by the Board of Directors or the Committee at the time of grant.

• d) Settlement of RSUs: On the vesting date, the Company at its sole and absolute discretion have the option of settling the RSUs in cash (if applicable), or Shares to be issued from the treasury of the Company.

• e) Limitations: The RSU Plan includes the following additional limitations: (i) the number of Shares reserved for issuance to Participants retained to provide Investor Relations Activities (as defined under the policies of the TSXV) under all security based compensation arrangements in any 12 month period shall not exceed 2% of the issued and outstanding Shares; (ii) the number of Shares reserved for issuance to any one Participant retained as a consultant to provide services to the Company or its subsidiaries under all security based compensation arrangements in any 12 month period shall not exceed 2% of the issued and outstanding Shares; (iii) the number of Shares reserved for issuance to any one Participant under all security based compensation arrangements in any 12 month period will not exceed 5% of the issued and outstanding Shares; (iv) unless the Company has received disinterested Shareholder approval to do so, the number of Shares issuable to insiders, at any time, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding Shares; and (v) unless the Company has received disinterested Shareholder approval to do so the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding Shares.

• f) Ceasing to be a director, officer, employee or consultant: The RSU Plan provides that: if a Participant shall cease to be a director or officer of or be in the employ of, or a consultant or other Participant to, the Company or a subsidiary for any reason whatsoever including, without limitation, retirement, resignation or involuntary termination (with or without cause), as determined by the Board of Directors in its sole discretion, before all of the awards respecting RSUs credited to the Participant’s account have vested or are forfeited pursuant to any other provision hereof, (i) such Participant shall cease to be a Participant as of the forfeiture date, (ii) the former Participant shall forfeit all unvested awards respecting RSUs credited to the Participant’s account effective as at the forfeiture date, (iii) any award value corresponding to any vested RSUs remaining unpaid as of the forfeiture date shall be paid to the former Participant and (iv) the former Participant shall not be entitled to any further payment from the RSU Plan.

• g) Change of control: In the event of a Change of Control (as defined in the RSU Plan), the Board or the Committee shall have absolute discretion to determine if all issued and outstanding RSUs shall vest (whether or not then vested) upon the Change of Control and the vesting date shall be the date which is immediately prior to the time such Change of Control takes place, or at such earlier time

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as may be established by the Board of Directors or the Committee, in its absolute discretion, prior to the time such Change of Control takes place.

• h) Transferability: Except as required by law, the rights of a Participant under the RSU Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

• i) Amendments: The Board of Directors may amend the RSU Plan in any way, or discontinue the RSU Plan altogether, and may amend, in any way, any RSU granted under the RSU Plan at any time without the consent of a Participant, provided that such amendment shall not adversely alter or impair any RSU previously granted under the RSU Plan or any related RSU agreement, except as otherwise permitted under the RSU Plan. In addition, the Board of Directors may, by resolution, make any amendment to the RSU Plan or any RSU granted under it (together with any related RSU agreement) without Shareholder approval, provided however, that the Board will not be entitled to amend the RSU Plan or any RSU granted under it without Shareholder (disinterested Shareholder approval if applicable) and, if applicable, TSXV approval, in order to: (i) increase the maximum number of Shares issuable pursuant to the RSU Plan; (ii) cancel an RSU and subsequently issue to the holder of such RSU a new RSU in replacement thereof; (iii) extend the term of an RSU, but not beyond the Expiry Date; (iv) permit the assignment or transfer of an RSU other than as provided for in the RSU Plan; (v) add to the categories of persons eligible to participate in this Plan; or (viii) in any other circumstances where TSXV and Shareholder approval is required by the TSXV. Any renewal of the RSU Plan will be subject to disinterested Shareholder approval, and TSXV approval as applicable.

• j) The RSU Plan, if not renewed with TSXV and disinterested Shareholder approval shall expire in its entirety on September 20, 2031.

The TSXV Requires Annual Shareholder Approval for the RSU Plan

The Company’s RSU Plan under TSXV policy must be approved and ratified by its Shareholders on an annual basis.

Shareholder Approval Being Sought

The TSXV policies require that the RSU Plan be approved by the affirmative vote of not less than 50% of the votes cast by the disinterested Shareholders (“ Disinterested Shareholders ”) represented at the Meeting in person or by proxy (the “ RSU Plan Resolution ”). Shareholders who are considered insiders and to whom RSUs may be granted, and the associates thereof, and will be excluded from voting on the RSU Plan Resolution.

Accordingly, the Company requests that the Disinterested Shareholders pass the following resolution:

“RESOLVED, as an ordinary resolution of the disinterested Shareholders of Awalé Resources Limited (the “Company”) , that:

1. the restricted share unit plan (the “ RSU Plan ”) of Awalé Resources Ltd. (the “ Company ”), the Company, with or without amendments that may be approved at the Meeting, is hereby accepted, ratified 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.

Management of the Company recommends that the Shareholders vote in favour of the RSU Plan Resolution. It is the intention of persons named in the enclosed form of proxy, if not expressly directed otherwise in such form of proxy, to vote such proxy FOR the RSU Plan Resolution .

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Annual Approval of Stock Option Plan

Background Information

The Board implemented the Stock Option Plan on December 3, 2015 as amended and last approved by Shareholders on November 7, 2022. 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.

The purpose of the 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.

In addition to other terms and conditions contained within the Stock Option Plan, the number of Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Shares on a yearly basis, or 2% to any one Consultant in a 12 month period and the aggregate number of options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued shares of the Company in any 12 month period.

The Option Plan contains no vesting requirements but permits the Board to specify a vesting schedule in its discretion. The 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.

Additionally, if an Optionee ceases to act in their role for the Company the Options shall expire subject to the term determined by the Board but in any event, expiry shall not exceed 12 months; similarly, the Optionee’s heirs or administrators can exercise any portion of outstanding Options up to 12 months from the Optionee’s death.

The Company currently has 54,390,779 issued and outstanding Shares, meaning that the number of Options currently available for grant under the Option Plan would be 10% of that number (on a rolling basis) or 5,439,078 Shares. As of the date of this Circular, the Company had 4,667,500 Options outstanding (representing approximately 8.6% of the Company’s current issued and outstanding, on a non-diluted basis). See “ Securities Authorized for Issuance Under Equity Compensation Plans ” above.

Copies of the Option Plan are available for viewing up to the date of the Meeting at the Company’s registered office at 8681 Clay Street, Mission, British Columbia, V4S1E7 during normal business hours and at the Meeting. In addition, a copy of the Option Plan, will be mailed, free of charge, to any holder of Shares who requests a copy, in writing, from the Secretary of the Company. Any such requests should be mailed to the Company, at its head office, to the attention of the Secretary.

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 Shares issuable under the plan at a maximum of 10% of the issued and outstanding Shares of a company must be approved and ratified by its Shareholders on an annual basis

Shareholder Approval Being Sought

Accordingly, at the Meeting, the Shareholders will be asked to consider and, if deemed fit, pass the following ordinary resolution, in substantially the following form, approving the Option Plan. To be effective, the foregoing resolution must be approved by not less than 50% of the votes cast by Disinterested Shareholders present in person or represented by proxy at the Meeting.

“RESOLVED, as an ordinary resolution of the Shareholders of Awalé Resources Limited (the “Company”) that :

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• the Company’s 10% “rolling” stock option plan (“ Option Plan ”), as described in the Company’s Management Information Circular dated August 8, 2023, be and is hereby ratified, confirmed and approved; and

• 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."

The directors of the Company believe the passing of the foregoing resolution is in the best interests of the Company and recommend that Shareholders vote FOR the resolution. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted FOR the resolution approving the Company’s Option Plan.

Approval of Shares for Debt Issuance

Background Information

In an effort to conserve its capital, the Company entered into Debt Settlement Agreements with certain creditors, some of whom were also insiders of the Company. With the acceptance of the TSX Venture Exchange, the Company negotiated the settlement of an aggregate $477,465.90 of debt by the issuance of 3,978,884 of Shares (deemed value of $0.12 per Share). The shares for debt are to be issued in two tranches; the first being 2,166,652 Shares issued effective May 24, 2023, settling $259,998.32 of debt and the balance of Shares to be issued to insiders, require receipt of Disinterested Shareholder approval prior to issuance. The Shares as provided below, upon issuance will be subject to a hold period trading restriction.

Name	Position	Balance of Debt	Shares to be Issued in Settlement
Genco Professional Services PTY – (Sharon Cooper) CFO $1,250.04 10,417 Andrew Chubb CEO & Director_Former COO_ $39,099.90 325,832 Marketworks Inc. – (KWitter) Corp Secretary $1,250.04 10,417 Buey Invest Barbados Inc. –(Robin Birchall) Director $3,943.04 32,858 Derk Hartman Director $27,451.08 228,759 Ron Ho Former Director $20,023.00 166,858 Eric Roth Former Director $26,889.08 224,075 Glen Parsons Former CEO & Director $97,561,68 813,014
TOTAL $217,467.86 1,812,230

Accordingly, at the Meeting, the Shareholders will be asked to consider and, if deemed fit, pass the following ordinary resolution, in substantially the following form, approving the issuance of Shares in settlement of outstanding debt. To be effective, the foregoing resolution must be approved by not less than 50% of the votes cast by Disinterested Shareholders present in person or represented by proxy at the Meeting.

“RESOLVED, as an ordinary resolution of the Shareholders of Awalé Resources Limited (the “Company”)

that :

1. the Company’s issuance of an aggregate 1,812,230 Shares in final settlement of $217,467.86 of debt be and is hereby ratified, confirmed and approved;

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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The directors of the Company believe the passing of the foregoing resolution is in the best interests of the Company and recommend that Shareholders vote FOR the resolution. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted FOR the resolution approving the Shares for Debt Issuance.

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, 2022, 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 “Andrew Chubb” Director & Chief Executive Officer

August 8, 2023 Malta