Baltic I Acquisition Corp. — Proxy Solicitation & Information Statement 2025

Jan 9, 2025

BALTIC I ACQUISITION CORP.

Information Circular

For the Annual General Meeting of Shareholders

On February 4, 2025

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TABLE OF CONTENTS

Notice of Annual General Meeting of Shareholders of Baltic I Acquisition Corp.

MANAGEMENT INFORMATION CIRCULAR

PART ONE – VOTING INFORMATION... Page 1

PART TWO – BUSINESS OF THE MEETING... Page 3

• Presentation of Financial Statements
• Fixing the Number of Directors
• Election of Directors
• Re-Appointment and Remuneration of Auditors
• Re-Approval of Stock Option Plan

PART THREE – EXECUTIVE COMPENSATION... Page 8

• Definitions
• Director and Named Executive Officer Compensation
• Stock Options and Other Compensation Securities
• Oversight and Description of Director and Named Executive Officer Compensation

PART FOUR – OTHER INFORMATION... Page 11

• Securities Authorized for Issuance Under Equity Compensation Plans
• Indebtedness of Directors and Executive Officers
• Interest of Certain Persons in Matters to be Acted Upon
• Interest of Informed Persons in Material Transactions
• Audit Committee Disclosure
• Management Contracts
• Corporate Governance
• Other Matters
• Additional Information

SCHEDULE “A” – AUDIT COMMITTEE DISCLOSURE

SCHEDULE “B” – CORPORATE GOVERNANCE PRACTICES

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BALTIC I ACQUISITION CORP.

MANAGEMENT INFORMATION CIRCULAR

(containing information as at December 30, 2024)

PART ONE – VOTING INFORMATION

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of Baltic I Acquisition Corp. (the “Company”), for use at the Annual General Meeting (the “Meeting”), of the shareholders (“Shareholders”) of the Company, to be held on Tuesday, February 4, 2025 at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE COMPANY. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR ON THEIR BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, OR BY TOLL FREE FAX 1.866.249.7775 BY 11:00 A.M. (PACIFIC STANDARD TIME) ON FRIDAY, JANUARY 31, 2025, OR IN THE EVENT OF AN ADJOURNMENT NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE ADJOURNED MEETING.

The instrument of proxy must be signed by the shareholder or by his attorney in writing, or, if the shareholder is a company, it must either be under its common seal or signed by a duly authorized officer.

A shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his attorney authorized in writing, or, if the shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 9th floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment of it, at which the proxy is to be used. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed. Where directions are given by the shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED IN THE NOTICE OF MEETING. The instrument of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

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In order to approve a motion proposed at the Meeting, a majority greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a Special Resolution, in which case a majority of not less than 66⅔% of the votes cast will be required.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of the Shareholders do not hold their common shares in their own name. Shareholders holding their common shares through their brokers, intermediaries, trustees or other parties, or otherwise not holding their common shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders appearing on the records maintained by the Company’s transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those common shares, in all likelihood, will not be registered in the shareholder’s name. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting common shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by the Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form requesting such voting instructions (a “Voting Instruction Form” or “VIF”) supplied to the Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to the registered shareholders by the Company, however, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”) in Canada. Broadridge typically prepares a machine-readable VIF, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge (by way of mail, internet or telephone). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder cannot use a VIF to vote common shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) or other third party in accordance with the instructions on the VIF well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at a Meeting for the purposes of voting common shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial Shareholders wishing to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the VIF provided to them and return it in accordance with the instructions provided by such party on the VIF.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value having attached thereto the special rights and restrictions as set forth in the Articles of the Company. On December 30, 2024 (the “Record Date”), 10,074,350 common shares of the Company were issued and outstanding, each share carrying the right to one vote. No preferred shares have been issued. The Company has no other classes of voting shares.

Any shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a form of proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such shareholder’s shares voted at the Meeting.

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To the knowledge of the Directors and Senior Officers of the Company, as of the Record Date, the following person beneficially owns, or controls, directly or indirectly, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company:

Name of Shareholder	Number of Shares	Percentage of Issued and Outstanding Shares
485374 BC Ltd. (a company wholly owned by Harry Pokrandt)	6,200,000	61.54%

PART TWO – BUSINESS OF MEETING

PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company as at and for the year ended December 31, 2023 (the “Financial Statements”), together with the auditor’s report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, together with the auditor’s report thereon and the Company’s Management Discussion and Analysis, were mailed only to those Shareholders on the supplemental mailing list maintained by the Company’s registrar and transfer agent. Copies of the Financial Statements, together with the auditor’s report thereon and the Company’s Management Discussion and Analysis, Notice of Meeting, Information Circular and Form of Proxy will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and at the Company’s registered and records office at Suite 2500 – 700 West Georgia Street, Vancouver, B.C. V7Y 1B3.

FIXING THE NUMBER OF DIRECTORS

Shareholder approval will be sought at the Meeting to fix the number of directors of the Company at six (6).

The Board recommends voting FOR the fixing of the number of directors of the Company at six (6). Unless contrary instructions are indicated on the form of proxy or the Voting Instruction Form, the persons designated in the accompanying form of proxy or Voting Instruction Form intend to vote FOR the resolution fixing the number of directors of the Company at six (6).

ELECTION OF DIRECTORS

Management is nominating six (6) individuals to stand for election as set forth below. The Company’s Articles contain advance notice provisions (the “Advance Notice Provisions”) which include, among other things, a provision that requires advance notice be given to the Company in circumstances where nomination of persons for election to the board of directors are made by Shareholders. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a “Notice”) for the election of directors to the Company prior to any annual or special meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Company, and establish the form in which the Shareholder must submit the Notice for that notice to be in proper written form. In the case of an annual meeting of Shareholders, a Notice must be provided to the Company not less than 30 days and not more than 65 days prior to the date of the annual meeting. As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions.

Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the Articles of the Company. In the absence of instructions to the contrary, the shares represented by proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The Company expects all of its Directors to demonstrate leadership and integrity and to conduct themselves in a manner that reinforces our corporate values and culture of transparency, teamwork and individual accountability. Above all, we expect that all Directors will exercise their good judgment in a manner that keeps the interests of shareholders at the forefront of decisions and deliberations. Each candidate must have a demonstrated track record in several of the skills and experience requirements deemed important for a balanced and effective Board.

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The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which each person is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which each person has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of common shares of the Company which each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular. All nominees are currently Directors of the Company.

Name, Province and Country of Ordinary Residence (1)	Positions Held with the Company	Principal Occupation and, IF NOT at Present an Elected Director, Occupation During the Past Five Years (1)	Date First Became a Director	No. of common shares Beneficially Owned, Directly or Indirectly (2)
Harry Pokrandt
British Columbia, Canada	Chief Executive Officer, Director	Business Consultant since August 2015. Former Managing Director of Macquarie Capital Markets Canada Ltd.	December 13, 2018	6,200,000
Jay Sujir (3)
British Columbia, Canada	Secretary, Director	Partner, Farris LLP	December 13, 2018	400,000
Luke Alexander
British Columbia, Canada	Director	CEO at Newcore Gold	December 13, 2018	400,000
Taje Dhatt, (3)
Toronto, Canada	Director	Business consultant since June 2022, Former VP, Corporate Development, Chesapeake Gold	May 3, 2021	Nil
Jessica Van Den Akker, Vancouver, Canada	Chief Financial Officer, Director	Financial consultant, Former CFO, KORE Mining Ltd.	May 3, 2021	10,000
Karlene Collier, (3)
Vancouver, Canada	Director	VP, Operations, Inventa Capital Corp.	May 3, 2021	Nil

Notes:
(1) The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective Directors individually.
(2) The information as to common shares beneficially owned or over which a Director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually as of December 30, 2024.
(3) Denotes members of the Audit Committee.

Cease Trade Orders, Bankruptcies and Penalties and Sanctions

Except as described below, no proposed director including, any personal holding company of a proposed director of the Company is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Jay Sujir was on the board of directors of Red Eagle Mining Corporation ("Red Eagle") which is subject to a cease trade order issued by the British Columbia Securities Commission on November 20, 2018 for failure to file interim

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financial statements, management’s discussion and analysis, and certification of interim filings for the period ended September 30, 2018.

Other than as described below, no proposed director of the Company:

(a) is, as at the date of this Information Circular, or has been within the 10 years before the date of this Information 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

(b) has, within the 10 years before the date of this Information 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.

Jay Sujir was on the board of directors of Red Eagle (which owned and operated the Santa Rosa mine in Colombia. Due to start up issues Red Eagle had difficulty servicing its project debt and the mine was only able to commence commercial production on the basis of forbearances from the secured lenders. In August 2018 Red Eagle obtained a firm commitment from a third party to refinance the debt with substantial concessions and co-operation from the secured lenders, but in October 2018 the third party defaulted on its commitment and as a result, the secured lenders withdrew their forbearances and appointed a receiver-manager over the assets of Red Eagle.

No proposed director of the Company has been subject to:

(c) 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 since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

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

The Company does not currently have an Executive Committee of its Board of Directors.

RE-APPOINTMENT AND REMUNERATION OF AUDITORS

Davidson & Company LLP., will be nominated at the Meeting for re-appointment as independent auditor of the Company and remuneration to be fixed by the Board of Directors. Davidson & Company LLP have been auditor for the Company since 2019.

The Board recommends voting FOR the re-appointment of Davidson & Company LLP and to authorize the Board of Directors to fix their remuneration. Unless contrary instructions are indicated on the form of proxy or Voting Instruction Form, the persons designated in the accompanying form of proxy or Voting Instruction Form, intend to vote FOR the re-appointment of Davidson & Company LLP and to authorize the Board of Directors to fix their remuneration.

RE-APPROVAL OF STOCK OPTION PLAN

Stock Option Plans and Other Incentive Plans

The Company has adopted a 10% "rolling" stock option plan (the "Plan") which provides eligible directors, officers, employees, consultants and charitable organizations with the opportunity to acquire an ownership interest in the Company and is the basis for the Company's long-term incentive scheme. A copy of this plan can be requested from the Company's registered office at Suite 2500 -700 West Georgia St., Vancouver, BC V7Y 1B3. The Plan was approved by the shareholders of the company at the last annual general and special meeting of the Shareholders held on December 20, 2023. The key features of the Plan are as follows:

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• The maximum number of common shares reserved for issuance under the Plan shall not exceed in aggregate such number of common shares as is equal to 10% of the common shares issued and outstanding at the time of grant of a stock option.

Stock options granted under the Plan shall have a maximum term of ten years from the date of issue.

• The exercise price of stock options granted under the Plan shall be determined by the board of directors but shall not be lower than the last closing price for common shares of the Company as quoted on the TSX Venture Exchange, less any discount permitted by the TSX Venture Exchange, at the time of grant, and provided that, if the Company is a Capital Pool Company (“CPC”) (as defined by the TSX Venture Exchange), the exercise price shall not be lower than the price of the Company’s initial public offering ($0.10).

• Until the completion of a Qualifying Transaction (as defined by the TSX Venture Exchange), stock options may only be granted to directors, officers and technical consultants of the Company (or to a company wholly-owned by such individual) and to eligible charitable organizations. While the Company is a CPC, the number of common shares reserved for issuance under the Plan and any other Security Based Compensation Plan (as defined by the TSX Venture Exchange) to: (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares at the time of grant; (b) all technical consultants will not exceed 2% of the issued and outstanding common shares as at the time of grant; and (c) all eligible charitable organizations will not exceed 1% of the issued and outstanding common shares at the time of grant. The Company, as long as it is a CPC, will not grant stock options to any person providing investor relations activities, promotional or market-making services.

• Upon completion of a Qualifying Transaction, the number of common shares reserved for issuance under the Plan and any other Security Based Compensation Plan to: (a) any one Person in a 12 month period will not exceed 5% of the issued and outstanding common shares at the time of grant; (b) any one consultant in a 12 month period will not exceed 2% of the issued and outstanding common shares as at the time of grant; (c) all Persons providing investor relation services will not exceed 2% of the issued and outstanding common shares at the time of grant; and (d) all eligible charitable organizations will not exceed 1% of the issued and outstanding common shares at the time of grant.

• While the Company’s common shares are listed for trading on the TSX Venture Exchange, the aggregate number of common shares reserved for issuance to Insiders under the Plan and any other Security Based Compensation Plan shall not exceed 10% of the outstanding common shares at any point in time and in any 12 month period shall not exceed 10% of the outstanding common shares at the time of the grant.

• Stock options shall vest as the board of directors of the Company may determine upon the award of the stock options, notwithstanding that stock options granted to Persons providing investor relation services shall vest in stages over a period of no less than 12 months with: (a) no more than one-quarter of such stock options vesting no sooner than 3 months after grant; (b) no more than one-quarter of such stock options vesting no sooner than 6 months after grant; (c) no more than one-quarter of such stock options vesting no sooner than 9 months after grant; and (d) no more than one-quarter of such stock options vesting no sooner than 12 months after grant.

• The expiry date of a stock option shall be the earlier of the date fixed by the Company’s board of directors on the award date, and: (a) in the event of the death or disability of the stock option holder while he or she is a director, officer, employee, consultant or management company employee, 12 months from the date of death or disability of such stock option holder; (b) in the event that the stock option holder ceases to be a director, officer, employee, consultant or management company employee other than by reason of death or disability, 90 days following the date such stock option holder ceases to be a director, officer, employee, consultant or management company (provided that if the Company is a CPC and the stock option holder does not carry on as a director, officer, consultant or employee of the Company upon completion of the Company’s Qualifying Transaction, the options shall be exercisable until the later of 12 months after the completion of such Qualifying Transaction and the 90 days after such stock option holder ceases to be a director, officer, consultant or employee for any reason other than death, disability or cause); (c) the date on which the stock option holder ceases to be a director, officer, consultant or employee by reason or termination of the optionee as an employee or consultant of the Company for cause (which, in the case of a consultant, includes any breach of an agreement between the Company and the consultant); (d) 30 days after a stock option holder who is engaged in investor relations activities for the Company ceases to be employed to provide investor relations

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activities; and (e) no later than 90 days following the date a stock option holder ceases to be an eligible charitable organization.

Shareholder Re-Approval

The rules of the TSX Venture Exchange require that the Plan be re-approved on an annual basis by an Ordinary Resolution passed by a majority of the votes cast by holders of common shares of the Company present or represented by proxy at the Meeting.

Shareholders will be asked at the Meeting to consider and, if deemed advisable, to pass, with or without variation, the Ordinary Resolution in the form set forth below:

"BE IT RESOLVED THAT AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

1. the Company’s stock option plan, as previously approved by Shareholders on December 30, 2023, be and is hereby ratified, confirmed and re-approved with such additional provisions and amendments provided that such are not inconsistent with the policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable; and
2. any one Director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such Director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution."

The Board recommends voting FOR the re-approval of the Plan. Unless contrary instructions are indicated on the form of proxy or the Voting Instruction Form, the persons designated in the accompanying form of proxy or Voting Instruction Form intend to vote FOR the re-approval of the Plan.

PART THREE – EXECUTIVE COMPENSATION

Definitions

For the purpose of the following disclosure regarding executive compensation:

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“named executive officer” or “NEO” means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year;

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“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers and provides details of all compensation for each of the directors and named executive officers of the Company for the financial years ended December 31, 2022 and 2023.

During the financial year ended December 31, 2023, the Company had no executive officers who individually earned more than $150,000 in total compensation.

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each current and former director and NEO, in any capacity, for the financial years ended December 31, 2022 and December 31, 2023.

Name and position	Year	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of All Other Compensation	Total Compensation
Harry Pokrandt, Chief Executive Officer and Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Jay Sujir, Secretary and Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Luke Alexander, Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Jessica Van Den Akker, Chief Financial Officer and Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Taje Dhatt, Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Karlene Collier, Director	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil

Stock Options and Other Compensation Securities

Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2023, for services provided or to be provided, directly or indirectly, to the Company are set out below:

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Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class^{(1)}	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^{(2)}	Expiry date
Harry Pokrandt, Chief Executive Officer and Director, Former Chief Financial Officer^{(1)}	-	-	-	-	-	-	-
Jay Sujir, Secretary and Director^{(1)}	-	-	-	-	-	-	-
Luke Alexander, Director^{(1)}	-	-	-	-	-	-	-
Jessica Van Den Akker, Chief Financial Officer and Director^{(1)}	-	-	-	-	-	-	-
Taje Dhatt, Director	-	-	-	-	-	-	-
Karlene Collier, Director	-	-	-	-	-	-	-

Notes:
(1) As at December 31, 2023, Mr. Pokrandt, Mr. Alexander, and Ms. Van Den Akker each held 200,000 stock options to acquire 200,000 common shares and Mr. Sujir held 110,000 stock options to acquire 110,000 common shares.

Exercise of Compensation Securities

During the year ended December 31, 2023 no directors or NEOs of the Company exercised any compensation securities.

Stock Option Plan

The Company’s stock option plan is described above under the heading “Re-Approval of Stock Option Plan”.

Employment, Consulting and Management Agreements and Arrangements

The Company does not have a written agreement for termination or change of control with any of its NEOs.

Oversight and Description of Director and Named Executive Officer Compensation

The Board of Directors is responsible for determining all forms of compensation to be paid to the Company's Directors, the CEO and other NEOs. The Board reviews the CEO’s recommendations regarding compensation of the other NEOs to ensure such arrangements reflect the performance of each NEO in light of the corporate goals and objectives relevant to such compensation.

As a CPC and until the Company completes a Qualifying Transaction, the Company is prohibited from making payments to Directors and executive officers, other than the issuance of stock options and the reimbursement of reasonable general and administrative expenses of the Company. As a result, the Company does not have a formal compensation program in place and relies upon the issuance of stock options under the Company's stock option plan

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(as more particularly described below under the heading Stock Option Plans and Other Incentive Plans) as the sole element of compensation.

The Company grants stock options to Directors and NEOs from time to time to help enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company's shareholders. In determining stock option grants, the Board, together with the CEO, takes into consideration factors that include: the amount and exercise price of previous stock option grants; the individual's position, experience and responsibilities; overall individual performance; anticipated contribution to the Company's future success; and the individual's ability to influence corporate and business performance.

Compensation for the most recently completed fiscal period should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company's financial resources and prospects and in accordance with TSX Venture Exchange Policy 2.4.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Company's compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Pension disclosure

The Company does not have a pension plan, retirement plan, deferred compensation plan or similar plan.

PART FOUR – OTHER INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2023:

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders(1)	710,000	$0.10	297,435
Equity compensation plans not approved by security holders	Nil	Nil	Nil
TOTAL	710,000	$0.10	297,435

Note:
(1) Represents the Company's stock option plan as discussed under the heading "Re-Approval of Stock Option Plan" above.

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For further information on the Company’s equity compensation plans, refer to the heading “Re-Approval of Stock Option Plan”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness” as defined in Form 51-102F5 of NI 51-102 none of:

(a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a director or executive officer of the Company;

(b) the proposed nominees for election as a director of the Company; or

(c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity 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 subsidiary of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein:

(a) no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year of the Company;

(b) no proposed nominee for election as a Director of the Company; or

(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company’s financial statements for the financial year ended December 31, 2023, none of:

(a) the Informed Persons of the Company;

(b) the proposed nominees for election as a Director of the Company; or

(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

AUDIT COMMITTEE DISCLOSURE

The charter of the Company’s audit committee and the other information required to be disclosed by Form 52-110F2 is attached to this Information Circular as Schedule “A”.

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MANAGEMENT CONTRACTS

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the Directors or Senior Officers of the Company.

CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 – Disclosure of Corporate Governance Practices is attached to this information circular as Schedule “B”.

OTHER MATTERS

The Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the common shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Copies of the Company’s financial statements and MD&A may be obtained without charge upon request from the Company’s registered and records office at Suite 2500 - 700 West Georgia Street, Vancouver, BC, V7Y 1B3. Financial information on the Company is provided in its audited financial statements and MD&A for the year ended December 31, 2023.

DIRECTOR APPROVAL

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

DATED at Vancouver, British Columbia, this 30th day of December, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF BALTIC I ACQUISITION CORP.

“Harry Pokrandt”

Harry Pokrandt, Chief Executive Officer and Director

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SCHEDULE “A”

BALTIC I ACQUISITION CORP.

FORM 52-110F2 - AUDIT COMMITTEE DISCLOSURE

ITEM 1: THE AUDIT COMMITTEE’S CHARTER

Purpose

The overall purpose of the Audit Committee (the “Committee”) of Baltic I Acquisition Corp. (the “Company”) is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, and to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Company’s Management to ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the Company’s independent auditors.

Composition, Procedures and Organization

(1) The Committee shall consist of at least three members of the Board of Directors (the “Board”).

(2) At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

(3) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

(4) Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

(5) The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

(6) The Committee shall have access to such officers and employees of the Company and to the Company’s external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

(7) Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet as necessary to fulfill its duties and responsibilities in person or via telephone at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

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(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
(c) management representatives may be invited to attend all meetings except private sessions with the external auditors.

(8) The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

Roles and Responsibilities

(9) The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices and internal controls and its approval of the Company’s annual and quarterly consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Company’s internal and external auditors and assess their performance;
(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

(10) The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit:

(i) contents of their report;
(ii) scope and quality of the audit work performed;
(iii) adequacy of the Company’s financial and auditing personnel;
(iv) co-operation received from the Company’s personnel during the audit;
(v) internal resources used;
(vi) significant transactions outside of the normal business of the Company;
(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
(viii) the non-audit services provided by the external auditors;

(e) to discuss with the external auditors the quality and not just the acceptability of the Company’s accounting principles; and
(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

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(11) The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

(12) The Committee is also charged with the responsibility to:

(a) review the Company’s quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

(b) review and approve the financial sections of:

(i) the annual report to Shareholders;

(ii) the annual information form, if required;

(iii) annual and interim MD&A

(iv) prospectuses;

(v) news releases discussing financial results of the Company; and

(vi) other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

(c) review regulatory filings and decisions as they relate to the Company’s consolidated financial statements;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Company’s consolidated financial statements;

(f) review the minutes of any audit committee meeting of subsidiary companies;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

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(13) The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee; and
(c) to communicate directly with the internal and external auditors.

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

For the duration of the fiscal year ending December 31, 2023 the members of the Committee were Jay Sujir, Taje Dhatt and Karlene Collier.

“Independent” and “financially literate” have the meaning used in Multilateral Instrument 52-110 (“MI 52-110” or the “Instrument”) of the Canadian Securities Administrators. All of the members of the Committee for the fiscal year ended December 31, 2023, were financially literate. Jay Sujir, Taje Dhatt and Karlene Collier are all considered independent under MI 52-110.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

The relevant education and/or experience of each member of the Audit Committee is as follows:

Mr. Jay Sujir

Mr. Sujir is a securities and natural resources lawyer who has extensive experience in advising and assisting public companies. He has been a partner with Farris LLP since May 2015. From 1991 to May 2015, Mr. Sujir was a partner at Anfield, Sujir, Kennedy & Durno, LLP and its predecessor firms. Mr. Sujir obtained his Bachelor of Arts degree from the University of Victoria in 1981 with a double major in Economics and Philosophy and obtained his Bachelor of Law degree from the University of Victoria in 1985. He is a member of the Law Society of British Columbia and the Canadian Bar Association.

Mr. Taje Dhatt

Mr. Dhatt is an entrepreneur with significant experience working with companies across a wide array of industries. He currently sits on the board of Spectrum Energy Ltd and previously co-founded Alderley Gold Corp. in 2018, a sulphide heap leaching technology company, which was acquired by Chesapeake Gold Corp. in January 2021. Mr. Dhatt has over a decade of experience in mergers and acquisitions, advisory and corporate finance matters. Previously, Mr. Dhatt was an investment banker with BMO Capital Markets Inc. and Macquarie Capital Markets Canada Ltd., where he advised companies on complex transactions relating to acquisitions, sales, mergers, joint ventures, and capital raising activities. Mr. Dhatt holds a B.B.A. from the Schulich School of Business at York University.

Ms. Karlene Collier

Ms. Collier is an accomplished leader with over 15 years of industry experience in capital markets, mergers and acquisitions and publicly listed companies trading on the Toronto Stock Exchange Venture, Canadian Securities Exchange and in the U.S. markets. She is an expert in overseeing business operations located both locally and internationally; leading operations in five different countries. Karlene scaled the first publicly listed cryptocurrency company in Canada with a market capitalization of over $1B and has guided start-up companies from private to publicly listed entities, including leading management through the regulatory landscape and lead financings. Ms. Collier’s recent focus has been in the natural resource sector where she has managed and scaled a portfolio of companies in her current role as Vice President of Operations.

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ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP) not adopted by the Board.

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since the effective date of MI 52-110, the Company has not relied on the exemptions contained in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or 8 of MI 52 110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Sections 6.1.1(4), 6.1.1(5) and 6.1.1(6) provide exemptions in certain circumstances from the requirement that each member of the audit committee not be executive officers, employees or control persons of the Company. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part.

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of the Instrument, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable by the Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

During the year ended December 31, 2019, Davidson & Company LLP., were appointed as the Company’s auditors. Davidson & Company are independent of the Company in accordance with the rules of professional conduct of the Institute of Chartered Professional Accountants of British Columbia.

The aggregate fees billed by the Company’s auditors in fiscal 2022 and 2023 are detailed below.

Category	Year ended December 31, 2023	Year ended December 31, 2022
Audit Fees^{(1)}	$9,736	$9,197
Tax Fees^{(2)}	Nil	Nil
Total	$9,736	$9,197

(1) “Audit Fees” represent fees for the audit of the Company’s annual financial statements, and review in connection with regulatory financial filings.
(2) “Tax Fees” represent fees for tax compliance, tax consulting and tax planning.

ITEM 8: EXEMPTION

In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of the Instrument.

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SCHEDULE “B”

BALTIC I ACQUISITION CORP.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the Company is required to and hereby discloses its corporate governance practices as follows.

ITEM 1. BOARD OF DIRECTORS

The Board of Directors (the "Board") of the Company facilitates its exercise of independent supervision over the Company’s management through meetings of the Board.

The Board is currently comprised of six (6) directors. Four of the directors are considered independent, namely Jay Sujir, Luke Alexander, Taje Dhatt and Karlene Collier. Harry Pokrandt is not an independent director because of his position as Chief Executive Officer of the Company. Jessica Van Den Akker is not an independent director because of her position as Chief Financial Officer of the Company.

ITEM 2. DIRECTORSHIPS

The directors of the Company are currently directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Harry Pokrandt	Vizsla Silver Corp.
Jay Sujir	Baltic I Acquisition Corp.
EarthLabs Inc.
Golden Lake Exploration Inc.
Intrepid Metals Corp.
Kenorland Minerals Ltd.
KORE Mining Ltd.
Kraken Energy Corp.
Kutcho Copper Corp.
Libero Copper & Gold Corporation
Outcrop Silver & Gold Corp.
Vanadian Energy Corp.
Luke Alexander	Newcore Gold
Jessica Van Den Akker	JVR Ventures Inc.
Kenorland Minerals Ltd.
TriStar Gold Inc.
GR Silver Mining Ltd.
Taje Dhatt	None
Karlene Collier	Vizsla Copper Corp.
Targa Exploration Corp.
Tarachi Gold Corp.
Vizsla Royalties Corp.

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The Board is responsible for briefing all new directors with the policies of the Board, and other relevant corporate and business information.

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ITEM 4. ETHICAL BUSINESS CONDUCT

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

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the Shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5. NOMINATION OF DIRECTORS

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

ITEM 6. COMPENSATION

The Company currently does not pay compensation to its Directors or Senior Officers (other than the granting of stock options from time to time) and therefore does not have any formal process in place for determining compensation.

ITEM 7. OTHER BOARD COMMITTEES

The Board has no other committees other than the Audit Committee.

ITEM 8. ASSESSMENTS

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the board and committees.