Benz Mining Corp.

==> picture [93 x 86] intentionally omitted <==

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TAKE NOTICE that the Annual General and Special Meeting of the Shareholders of Benz Mining Corp. (hereinafter called the “ Company ” or “ Benz ”) will be held at Suite 23, 513 Hay Street, Subiaco WA 6008, Australia, on:

Wednesday, December 14, 2022

at the hour of 10:00 a.m. (Perth time) for the following purposes:

to receive the Report of the Directors;
to receive the financial statements of the Company for its fiscal year ended April 30, 2022, and the report of the Auditors thereon;
to fix the number of Directors of the Company at four (4) for the ensuing year;
to elect Directors of the Company for the ensuing year;
to appoint Auditors of the Company for the ensuing year
to authorize the Directors of the Company to fix the Auditors remuneration for the ensuing year;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s Omnibus Equity Incentive Compensation Plan to take effect and replace the Company’s current 10% rolling stock option plan, as more particularly described in the Information Circular;
to consider and, if thought fit, to pass with or without amendment, as a special resolution, that the Company have the additional capacity to issue equity securities provided for in ASX Listing Rule 7.1A on the terms and conditions in the Information Circular;
to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 7,929,317 Shares at C$0.883 per Share to raise approximately C$7 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular;
to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 3,945,813 Shares at C$0.76 per Share to raise approximately C$3 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular;
to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 4,558,870 Shares at A$0.48 per Share to raise approximately A$2.19 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular;

==> picture [93 x 86] intentionally omitted <==

to consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 1,400,000 Options to Euroz Hartleys Ltd (or its nominees) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Information Circular; and
to transact such other business as may properly come before the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED this 10[th] day of November, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF BENZ MINING CORP.

“Evan Cranston” Evan Cranston, Chairman of the Board

==> picture [93 x 86] intentionally omitted <==

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Benz Mining Corp. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”) to be held at the Suite 23, 513 Hay Street, Subiaco WA 6008, Australia, on Wednesday, December 14, 2022, at 10:00 a.m. (Perth time) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally, electronically or by telephone by directors, officers, employees or consultants of the Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company (“ Common Shares ”) pursuant to the requirements of National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”).

The Canadian securities regulators have adopted new rules under NI 54-101, which permit the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This process provides the option to post meeting related materials, including management information circulars, as well as annual financial statements, and related management’s discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, such meeting related materials will be available for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested at any time during this period. The Company is not relying on the notice-and-access provisions of NI 54-101 to send proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting.

The Company may reimburse shareholders’ nominees or intermediaries (including brokers or their agents holding shares on behalf of clients) for the cost incurred in obtaining from their principals’ authorization to execute forms of proxy. The cost of any such solicitation will be borne by the Company. Unless otherwise stated, the information contained in this Information Circular is given as at November 10, 2022.

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the “ Management Designees ”) have been selected by the directors of the Company.

A Shareholder has the right to designate a person (who need not be a Shareholder), other than the Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America to 1-866-249-7775, and outside North America to (416) 263-9524, at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company’s registrar and transfer agent at the foregoing address or the registered office of the Company, at Suite 1700 – 1055 West Hastings Street, Vancouver, BC, V6E 2E9, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

VOTING OF PROXIES

Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

In order to approve a motion proposed at the Meeting, a majority of 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 66 2/3% of the votes cast will be required.

BENEFICIAL HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” or “beneficial” 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. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “ Beneficial Holder ”) but which are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of NI 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “ Meeting Materials ”) directly, and to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders. These securityholder materials are being set to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

(a) 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 Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as provided above; or
(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Designees named in the form and insert the Beneficial Holder’s name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share structure of the Company consists of an unlimited number of Shares without par value and an unlimited number of preferred shares without par value. As at November 1 2022, the Company had 127,334,310 issued and outstanding Shares, each Share carrying the right to one vote. The Company has no other classes of voting securities.

Only Shareholders of record at the close of business on November 1, 2022, who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions detailed therein, shall be entitled to vote or to have their Shares voted at the Meeting.

The presence in person or by proxy of two (2) persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least five percent (5%) of the issued Shares entitled to be voted at the Meeting, is necessary to convene the Meeting.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

I. Financial Statements

The audited financial statements of the Company for the financial year ended April 30, 2022 (the “ Financial Statements ”), together with the Auditors’ Report thereon, will be presented to the shareholders at the Meeting. Shareholders should note that in accordance with the rules of National Instrument 51-102 “ Continuous Disclosure Obligations ”, shareholders will no longer automatically receive copies of financial statements unless a return card (in the form enclosed herewith) has been completed and returned as instructed. Copies of all previously issued annual and quarterly financial statements and related Management Discussions and Analysis are available to the public on the SEDAR website at www.sedar.com. Hard copies of the Audited Annual Financial Statements and Management Discussion and Analysis will be available to shareholders free of charge upon request.

II. Appointment and Remuneration of Auditors

Management proposes the appointment of Lancaster & David, Chartered Professional Accountants, as Auditors of the Company for the ensuing year and that the directors be authorized to fix their remuneration.

In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a resolution to appoint Lancaster & David, Chartered Professional Accountants, as Auditors of the Company for the ensuing year, unless the Shareholder has specified in the

Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from voting on the appointment of auditors. In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a resolution to authorize the directors of the Company to be fix the Auditors remuneration for the ensuing year, unless the Shareholder has specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be voted against authorizing the directors of the Company to be fix the Auditors remuneration for the ensuing year.

III. Fixing the Number of Directors

The board of directors of the Company (the “ Board ” or the “ Board of Directors ”) currently consists of four (4) directors, all of whom are elected annually. The term of office for each of the present directors of the Company expires at the Meeting. It is proposed that the number of directors of the Company be fixed at four (4) for the ensuing year, subject to such increases as may be permitted by the Articles of the Company. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors of the Company at four (4) for the ensuing year.

It is the intention of the management designees, if named as proxy, to vote in favour of fixing the number of directors of the Company at four (4) for the ensuing year, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against fixing the number of directors of the Company at four (4) for the ensuing year.

IV. Election of Directors

It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next Annual General Meeting of the Company or until his successor is duly elected or appointed pursuant to the Articles of the Company unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company’s Articles.

It is the intention of the management designees, if named as proxy, to vote in favour of the election of the said persons to the Board of Directors, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the election of directors. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following information relating to the nominees for election to the Board of Directors is based on information received by the Company from said nominees:

Evan Cranston(1)	Lawyer with extensive experience in corporate and
Western Australia, Australia	mining law; Principal of Konkera Corporate, a
Executive Director since September 2020	privately held corporate advisory and administration
Chairman since September 2020	firm.
Common Shares: 2,500,000
Mathew O’Hara(1)(2)	Chartered Accountant with extensive professional
Western Australia, Australia	experience in capital markets, financing, financial
Director since April 2020	accounting and corporate governance.
Common Shares: 221,368

Nicholas Tintor[(1)(2)] Managing Director of RG Mining Investments Inc. Ontario, Canada from January 2007 to present. President, CEO and Director since April 2019 Director of Toachi Mining Inc. from January, 2015 to September 2017. Common Shares: 254,700 Peter Williams[(1) (2)] Geophysicist with more than 30 years of expertise in South Australia, Australia mineral exploration and corporate management. Director since September 2020 Common Shares: 639,500[(3) ]

(1) Information as to the Province or State of residence, principal occupation, and shares beneficially owned, directly or indirectly, or controlled or directed, has been obtained from SEDI or furnished by the respective directors.

(2) Member or proposed member of the audit committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar 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; or
(c) 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.

Individual Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

V. Approval of the Omnibus Equity Incentive Compensation Plan

The Company’s current stock option plan is a 10% “rolling” plan (the “ Current Stock Option Plan ”). In November 2021, the TSX Venture Exchange (the “ TSX-V ”) amended Policy 4.4 – Security Based Compensation (“ Policy 4.4 ”) to cover a variety of security-bases awards commonly used as compensation tools, including options (“ Options ”), deferred share units, (“ DSUs ”), performance share units (“ PSUs ”), restricted share units (“ RSUs ”) and stock appreciation rights, which resulted in non-compliance of the Current Stock Option Plan.

The Company wished to establish an incentive compensation plan called the Omnibus Equity Incentive Compensation Plan (the “ Plan ”). Accordingly, the Plan was adopted by the Board on November 10, 2022 and permits the grant of options (“ Options ”), DSUs, PSUs, and RSUs. The Plan is now in compliance with the requirements of TSX-V Policy 4.4. A copy of the Plan is attached here to as Schedule A.

The purposes of the Plan are:

(a) to develop a robust compensation policy that broadens the approach available to the Company in order to promote and align its short and long term strategic goals and objectives with performance of directors, officers and employees;
(b) to provide the Company with flexibility to prioritize issuance of Shares and use of cash when implementing its compensation policy; and
(c) to provide a competitive compensation package to attract, motivate and retain talent.

The Plan is a “ rolling up to 10% and fixed up to 10% ” Security Based Compensation Plan, as defined in TSX-V Policy 4.4. Pursuant to the Plan, the number of Shares that are issuable pursuant to the exercise of Options granted there under shall not exceed 10% of the issued Shares of the Company as at the date of any Option grant and a fixed number of other awards, other than Options, issuable under the Plan up to a maximum of 12,733,431, being 10% of the number of issuance and outstanding shares outstanding as of the date of the implementation of the Plan. As of November 10, 2022, the Company had 7,305,963 Options issued and outstanding. Subject to TSX-V acceptance of the Plan, the Current Stock Option Plan will be terminated, the Plan will be implemented and Options previously issued and outstanding under the Current Stock Option Plan will roll into and be governed by the Plan.

Pursuant to TSX-V Policy 4.4, Shareholders are required to adopt the Plan and re-approve it on a yearly basis thereafter.

The following is a summary of the principal terms of the Plan:

The Plan is administered by the Company’s Board.

A Director, Officer, Employee, Management Company Employee or Consultant, as such terms are defined in TSX-V Policy 4.4, that is a recipient of an award granted or issued by the Company is deemed a Plan’s participant.

Awards shall not entitle a participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such participant; provided, other than an accrual of dividends accepted by the TSX-V. All awards are non-assignable and non-transferable.

If a security-based award expires or otherwise terminates for any reason, the number of Shares in respect to that expired or terminated security-based award shall again be available for the purposes of the Plan.

The Plan may be amended or terminated by the Board at any time, but such amendments or termination will not alter the terms or conditions of any security-based awards awarded prior to the date of such amendment or termination but with the participant’s consent. Any security-based award outstanding when the plan is amended or terminated will remain in effect until it is exercised or expires or is otherwise terminated in accordance with the provisions of the Plan. Some amendments to the Plan shall require the prior approval of the Company’s Shareholders, as per section 12.1 of the Plan.

The Plan provides that other terms and conditions, including vesting provisions, may be attached to a particular security-based award, at the discretion of the Board. All awards are to be evidenced by the execution of an agreement.

The exercise price of the Options granted under the Plan shall be as set by the Board but shall not be less than the fair market value of the Shares on the date of the grant, in accordance with the policies of the TSX-V, and the same principles apply to other awards where the value of the award is initially tied to market price.

The Plan provides that it is solely within the discretion of the Board to determine to whom an award is granted, the type and number of awards and other provisions, subject to TSX-V Policy 4.4. The Board may issue a majority of the security-based awards to insiders of the Company. However, a maximum aggregate number of Shares that are issuance pursuant to all awards granted or issued to insiders (as a group) shall not exceed 10% of the issued Shares of the Company at any point in time (unless the Company has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 pf TSX Policy 4.4). Further, the number of Shares which may be issuable under the Plan:

(a) to any one optionee, other than to a consultant or employee providing investor relations activities shall not exceed 5%, in aggregate, of the outstanding Shares in any 12-month period on a non-diluted basis;
(b) to any one consult to the Company, shall not exceed 2%, in aggregate, of the outstanding Shares in any 12-month period; and
(c) to such persons of the Company providing investor relations activities (as defined by the policies of the TSX-V), in aggregate, shall not exceed 2%, in aggregate, of the outstanding Shares in any 12-month period. Investor relations service provider may not receive any awards other than options.

Additional Terms for Options

An Option may be granted for a period of up to 10 years from the date of grant, at a price not less than the fair market value of the Company’s Shares. If the optionee resigns or is terminated other than for cause, all unexercised Options previously granted to such optionee will expire after 90 days except as otherwise provided in the optionee’s written employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the option period or one year from the termination date.

All unvested Options will be cancelled immediately. If an optionee is terminated for cause, all Options will expire immediately.

The Company may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm that agrees to loan to the participant money to purchase the Shares underlying the agreement, sells a sufficient number of Shares to cover the exercise provide of the Options in order to repay the loan made to the participant, and receive an equivalent number of Shares from the exercise of the Options and the participant receive the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares.
(b) a net exercise (a “Net Exercise”) mechanism, whereby Options, including Options held by any investor relations service provider, are exercised without the participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the participant receive only the number of underlying Shares that is equal to the quotient obtained by dividing the product of the number of Options being exercised multiplied by difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by the VWAP (Volume Weighted Average trading Price for the five trading days immediately preceding the exercise) of the underlying Shares.

Options shall be exercised by the delivery of a notice of exercise to the Company, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by fully payment for the Shares, and any applicable withholding taxes.

An Option granted under the Plan may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

Additional Terms for DSUs

No awarded DSUs shall vest earlier than one year after the date of grant, except that the Company may in its sole discretion accelerate the vesting for a participant who dies or who ceases to be an eligible participant under the Plan in connection with a change of control.

Each DSU grant shall be evidenced by an award agreement that shall specify the number of DSUs granted, the settlement date for DSUs, and any other provisions as the Company shall determine, including, but not limited to a requirement that participants pay a stipulated purchase price for each DSU, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Company upon vesting of such DSUs.

The DSUs granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated. All rights with respect to the DSUs granted to a participant under the Plan shall be available during such participant’s lifetime only to such Participant.

Each award agreement shall set forth the extent to which the participant shall have the right to retain DSUs following the termination date but no later than the 90th day following the termination of the participant’s employment or other relationship with the Company or affiliates. Such provisions shall be determined in the sole discretion of the Company, need not be uniform among all DSUs issued pursuant to the Plan, and may reflect distinctions based on the reasons for

10 -

termination. Any settlement or redemption of any DSUs shall occur within one year following the termination date.

When and if DSUs become payable, the participant issued such units shall be entitled to receive payment from the Company in settlement of such units in shares (issued from treasury) or, at the sole discretion of the Company, in a cash payment of equivalent value (based on the fair market value, as defined in the award agreement at the time of grant or thereafter by the Company). The payment for any DSUs in respect of which the Board may elect to settle in cash shall not extend beyond December 15 of the calendar year following the calendar year in which the participant’s termination date occurs.

Additional Terms for RSUs

Each RSU grant shall be evidenced by an award agreement that shall specify the period(s) of restriction, the number of RSUs granted, the settlement date for RSUs, and any such other provisions as the Company shall determine, provided that, no RSU shall vest (i) earlier than one year, or (ii) later than three years after the date of grant, except that the Company may in its sole discretion accelerate the vesting for a participant who dies or who ceases to be an eligible participant under the Plan in connection with a change of control.

The RSUs granted may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable period of restriction specified in the award agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such RSUs to be null and void. A vested RSU shall be redeemable only by the participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution.

A participant shall have no voting rights with respect to any RSUs granted under the Plan.

During the period of restriction, participants holding RSUs granted hereunder may, if the Company so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Company in its sole discretion. Dividend equivalents is a right with respect to an award to receive cash, shares or other property equal in value and form to dividends declared by the board and paid with respect to outstanding shares and shall not apply to an award unless specifically provided for in the award agreement. The Company may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Company, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares and RSUs, provided that any dividend equivalents paid in the form of additional awards shall reduce the applicable pool of shares available for issuance of awards, and must be in accordance with the provisions of Section 4.8 of the Plan. Any Dividend Equivalents not paid in cash and not within the parameters of Section 4.8 of the Plan will be subject to the prior acceptance of the TSX-V. Further, any additional RSUs credited to the participant’s account in satisfaction of payment of dividends or dividend equivalents will vest in proportion to and will be paid under the Plan in the same manner as the RSUs to which they relate.

Death and other termination of employment, consultancy, or directorship:

(a) Death: If a participant dies while an employee, director of, or consultant to, the Company or an affiliate:
11 -
a. any RSUs held by the participant that have not vested shall vest immediately;
b. any RSUs held by the participant that have vested, shall be paid to the participant’s estate in accordance with the terms of the Plan and award agreement; and
c. such participant’s eligibility to receive further grants of RSUs under the Plan ceases as of the termination date.
(b) Termination other than Death: where a participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
a. any RSUs held by the participant that have vested before the termination date shall be paid to the participant. Any RSUs held by the participant that are not yet vested at the termination date will be immediately cancelled and forfeited to the Company on the termination date;
b. the eligibility of a participant to receive further grants under the Plan ceases as of the date that the Company or an affiliate provides the participant with written notification that the participant’s employment or term of office or engagement, is terminated;
c. notwithstanding item (a) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, RSUs are not affected by a change of employment arrangement within or among the Company or an affiliate for so long as the participant continues to be an employee of the Company or an affiliate; and
d. any settlement or redemption of any RSUs shall occur within one year following the termination date.

When and if RSUs become payable, the participant issued such units shall be entitled to receive payment from the Company in settlement of such units, shares (issued from treasury) of equivalent value (based on the fair market value, as defined in the award agreement at the time of grant or thereafter by the Board) or, at the sole discretion of the Board, a cash payment. The payment date for any RSUs in respect of which the Board may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the award were rendered.

Additional Terms for PSUs

No PSUs shall vest earlier than one year after the date of grant, except that the Board may in its sole discretion accelerate the vesting for a participant who dies or who ceases to be an eligible participant under the Plan in connection with a change of control.

Each PSU shall have an initial value equal to the fair market value of a share on the date of grant. The Board shall set performance criteria for a performance period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Board and set forth in the award agreement, the value and/or number of each PSU that will be paid to the participant. After the applicable performance period has ended, the holder of PSUs shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved.

12 -

Payment of vested PSUs shall be as determined by the Board and as set forth in the award agreement. Subject to the terms of the Plan, the Board will pay vested PSUs in shares issued from treasury or, at the sole discretion of the Board, a cash payment equal to the value of the vested PSUs at the end of the applicable performance period. Any shares may be issued subject to any restrictions deemed appropriate by the Board. The payment date for any PSUs in respect of which the Board may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the award were rendered.

During the period of restriction, participants holding PSUs granted hereunder may, if the Board so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Board in its sole discretion, subject to compliance with Policy 4.4. Dividend equivalents shall not apply to an award unless specifically provided for in the award agreement. The Board may apply any restrictions to the dividends or dividend equivalents that the Board deems appropriate. The Board, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares and PSUs, provided that any dividend equivalents paid in the form of additional awards shall reduce the applicable pool of shares available for issuance of awards, and must be in accordance with the provisions of Section 4.8 of the Plan. Any Dividend Equivalents not paid in cash and not within the parameters of Section 4.8 of the Plan will be subject to the prior acceptance of the TSX-V. Further, any additional PSUs credited to the participant’s account in satisfaction of payment of dividends or dividend equivalents will vest in proportion to and will be paid under the Plan in the same manner as the PSUs to which they relate.

If a Participant dies while an employee, Director of, or consultant to, the Company or an affiliate:

(a) the number of PSUs held by the participant on the termination date that have not vested shall be adjusted as set out in the applicable award agreement (collectively referred to below as “ Deemed Awards ”);
(b) any Deemed Awards shall vest immediately;
(c) any PSUs held by the participant that have vested as of the termination date and any Deemed Awards that vested in accordance with item (b) above shall be paid to the participant’s estate in accordance with the terms of the Plan and award agreement;
(d) any settlement or redemption of any PSUs shall occur within one year following the termination date;
(e) any PSUs held by the participant that are not yet vested at the termination date and do not vest in accordance with item (b) above immediately expire and are cancelled and forfeited on the termination date and the participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(f) such participant’s eligibility to receive further grants of PSUs under the Plan ceases as of the termination date.

Unless determined otherwise by the Board, or as may otherwise be set out in a participant’s employment agreement, where a participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:

13 -
(a) any PSUs held by the participant that have vested before the termination date shall be paid to the participant in accordance with the terms of the Plan and award agreement, and any PSUs held by the participant that are not yet vested at the termination date will be immediately cancelled and forfeited to the Company on the termination date and the participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture;
(b) the eligibility of a participant to receive further grants under the Plan ceases as of the termination date;
(c) any settlement or redemption of any PSUs shall occur within one year following the termination date; and
(d) unless the Board, in its sole discretion, otherwise determines, at any time and from time to time, PSUs are not affected by a change of employment arrangement within or among the Company or an affiliate for so long as the participant continues to be an employee of the Company or an affiliate.

The PSUs granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable period of restriction specified in the award agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such PSUs to be null and void. A vested PSU shall be redeemable only by the participant and, upon the death of a participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution may redeem any vested PSUs in accordance with the provisions herein. Management of the Company will ask the Shareholders to approve the following resolution at the Meeting:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION that subject to regulatory approval and for the purposes of exception 13(b) of ASX Listing Rule 7.2:

(a) the Company’s stock option plan (the “ Current Stock Option Plan ”), be and is hereby terminated;
(b) the Company’s omnibus equity incentive compensation plan adopted by the Board on November 10, 2022 (the “ Plan ”), be and is hereby adopted and approved;
(c) options previously issued and outstanding under the Current Stock Option Plan will roll into and be governed by the Plan;
(d) the Company be authorized to award security-based compensation pursuant to and subject to the terms and conditions of the Plan, which will be a rolling number of options issuable under the Plan up to ten percent (10%) of the issued and outstanding share capital from time to time and a fixed number of other Awards (as defined in the Plan), other than options, issuable under the Plan up to a maximum of 12,733,431, being ten percent (10%) of the issued and outstanding share capital as of the date of implementation of the Plan; and
(e) the directors and officers of the Company be authorized and directed to perform all such acts and deeds and things and execute, under the seal of
14 -

the Company or otherwise, all such documents, agreements and other writings as may be required to give effect to the true intent of these resolutions.”

It is the intention of the management designees, if named as proxy, to vote in favour of the approval of the Plan, unless the Shareholder has specified in its proxy that its Common Shares are to be voted against the Plan.

Voting Exclusion

Pursuant to and in accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme, or any of their respective associates.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Requirements under ASX Listing Rule 7.2 exception 13(b)

General

This resolution seeks Shareholders' approval for the adoption of the employee incentive scheme titled 'Benz Mining Corp. Omnibus Equity Incentive Compensation Plan' (" Plan ") in accordance with ASX Listing Rule 7.2 exception 13(b).

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of equity securities (as defined under the ASX Listing Rules) in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of the key terms and conditions of which is in Schedule A. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

ASX Listing Rules 7.1 and 7.2, exception 13(b)

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of common shares it had on issue at the start of that period.

15 -

ASX Listing Rule 7.2, exception 13(b) provides an exception to ASX Listing Rule 7.1 such that issues of equity securities under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of equity securities under the scheme as an exception to ASX Listing Rule 7.1.

If resolution V is passed, the Company will be able to issue equity securities under the Plan to eligible participants over a period of three years up to a nominated maximum amount without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If resolution V is not passed, the Company will not be able to issue equity securities under the Plan to eligible participants without using the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following any such issue.

However, any future issues of equity securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

Specific information required by ASX Listing Rule 7.2, exception 13(b)

Under and for the purposes of ASX Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Plan:

(a) the material terms of the Plan are summarized in Schedule A;
(b) since the Company was listed on the ASX on 21 December 2020, the Company has had in place, an existing stock option plan. The Company confirms no equity securities have been issued under the existing stock option plan since admission to the ASX. The Plan is a new plan and has not previously been approved by Shareholders. No equity securities have previously been issued under the Plan;
(c) the maximum number of equity securities proposed to be issued under the Plan following approval of resolution V shall not exceed 12,733,431 equity securities, which is equal to approximately 10% of the Company's equity securities currently on issue, subject to adjustment in the event of a reorganization of capital and further subject to applicable laws and the Listing Rules; and
(d) a voting exclusion statement is included in the Notice of Meeting.

Board recommendation

Resolution V is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution V.

16 -

VI. Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

“That the Company have the additional capacity to issue equity securities provided for in ASX Listing Rule 7.1A on the terms and conditions in the Information Circular.”

Voting Exclusion

Pursuant to and in accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this resolution if at the time of the Meeting, the Company is proposing to make an issue of equity securities under the 10% Placement Facility, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

General

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of its issued share capital it had on issue at the start of that period.

Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% (“ 10% Placement Facility ”).

Resolution VI seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue equity securities under the 10% Placement Facility during the 10% Placement Period (refer below for details). The number of equity securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer below for details).

17 -

If Resolution VI is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution VI is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1.

Listing Rule 7.1A

(a) Is the Company an eligible entity?

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less.

The Company is an eligible entity for these purposes as it is not included in the S&P/ASX 300 Index and has a market capitalization of approximately $59.84 million, based on the closing price of Shares ($0.47) on 4 November 2022.

(b)
What Equity Securities can be issued?

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the eligible entity.

As at the date of the Notice of Meeting, the Company has on issue one quoted class of equity securities; Chess Depositary Interests.

(c)
How many equity securities can be issued?

ASX Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of equity securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid Shares issued in the 12 months: (1) under an exception in ASX Listing Rule 7.2 (other than exception 9, 16 or 17);
- (2) on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:
  - the convertible securities were issued or agreed to be issued before the 12 month period; or
  - the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or 7.4;
18 -
(3) under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the 12 month period; or
- the agreement or issue was approved, or taken under the Listing Rules to be approved, under ASX Listing Rule 7.1 or 7.4; and
(4) with Shareholder approval under ASX Listing Rule 7.1 or 7.4. This does not include any issue of Shares under the Company's 15% annual placement capacity without Shareholder approval;
(B) plus the number of partly paid shares that became fully paid in the 12 months; and
(C) less the number of fully paid Shares cancelled in the 12 months.

Note that 'A' has the same meaning in ASX Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

D is 10%.
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under ASX Listing Rule 7.4.

“Relevant Period” means the 12 month period immediately preceding the date of the issue or agreement.

(d) At what price can the equity securities be issued?

Any equity securities issued under ASX Listing Rule 7.1A must be issued for a cash consideration per security which is not less than 75% of the volume weighted average market price of equity securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; or
(ii) if the equity securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the equity securities are issued,

(" Minimum Issue Price ").

(e) When can equity securities be issued?

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of:

(i) the date that is 12 months after the date of the Meeting;
19 -
(ii) the time and date of the Company's next annual general meeting; or
(iii) the date of Shareholder approval of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(" 10% Placement Period ").

(f) What is the effect of Resolution VI?

The effect of Resolution VI will be to allow the Directors to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under ASX Listing Rule 7.1.

Specific information required by ASX Listing Rule 7.3A

Under and for the purposes of ASX Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Final date for issue

The Company will only issue the equity securities under the 10% Placement Facility during the 10% Placement Period.

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

(b) Minimum issue price

Where the Company issues equity securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price.

The Company may seek to issue equity securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon issue of any equity securities.

(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

(i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and
(ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date,
20 -

which may have an effect on the amount of funds raised by the issue of the equity securities.

If this Resolution is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).

The below table shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for 'A' calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of the Notice of Meeting (" Variable A "), with:

(i) two examples where Variable A has increased, by 50% and 100%; and
(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

Share on issue (Variable A in Listing Rule 7.1A.2)			Dilution
	Issue price per Share	$0.235 50% decrease in Current Market Price	$0.47 Current Market Price	$0.94 100% increase in Current Market Price
127,334,310 Shares Variable A	10% Voting Dilution	12,733,431 Shares	12,733,431 Shares	12,733,431 Shares
	Funds raised	$2,992,356	$5,984,713	$11,969,425
191,001,465 Shares 50% increase in Variable A	10% Voting Dilution	19,100,147 Shares	19,100,147 Shares	19,100,147 Shares
	Funds raised	$4,488,534	$8,977,069	$17,954,138
254,668,620 Shares 100% increase in Variable A	10% Voting Dilution	25,466,862 Shares	25,466,862 Shares	25,466,862 Shares
	Funds raised	$5,984,713	$11,969,425	$23,938,850

The table has been prepared on the following assumptions:
(a) the issue price is the current market price ($0.47), being the closing price of the Shares on ASX on 4 November 2022, being the last day that the Company's Shares traded on the ASX before this Notice of Meeting was printed;
(b) Variable A comprises of 127,334,310 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4;
(c) the Company issues the maximum number of equity securities available under the 10% Placement Facility;
(d) no convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the equity securities; and
(e) the issue of equity securities under the 10% Placement Facility consists only of Shares. If the issue of equity securities includes quoted options, it is assumed that those quoted options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The number of Shares on issue (ie Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders' meeting.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.
21 -
(e) Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the equity securities on the control of the Company;
(iii) financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice of Meeting but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.

(f) Issues in the past 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 7 December 2021.

In the 12 months preceding the date of the Meeting and as at the date of this Notice of Meeting, the Company has not issued or agreed to issue any equity securities under Listing Rule 7.1A.

(g) Voting exclusion statement

At the date of the Notice of Meeting, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of the Notice of Meeting and the date of the Meeting, the Company proposes to make an issue of equity securities under ASX Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice of Meeting.

Board recommendation

Resolution VI is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution VI.

22 -

VII. Ratification of prior issue of 7,929,317 Flow Through Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That the issue of 7,929,317 Shares at C$0.883 per Share to raise approximately C$7 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular. ”

Voting Exclusion

Pursuant to and in accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this resolution by or on behalf of any person who participated in the issue of the Shares, or any of their respective associates.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

General

On 21 September 2022, the Company completed a placement of 16,434,000 shares to raise approximately C$11.9 million (before costs) via a:

(a) placement of 11,875,130 Canadian charity flow-through shares, which provides tax incentives to those investors for expenditures that qualify as flow through mining expenditures under the Income Tax Act (Canada) (“ Flow Through Placement ”) to PearTree Securities Inc. (as agent for sophisticated investors) comprising of:
(i) 7,929,317 shares at an issue price of C$0.883 each (the “ CMETC FT Shares ”); and
(ii) 3,945,813 shares at an issue price of C$0.76 each (the “ METC FT Shares ”); and

(collectively, the “ FT Placement Shares ”),

23 -
(b) placement of 4,558,870 shares at A$0.48 per Share (“ Hard Placement Shares ”) as non-flow through common shares to raise A$2.19 million (before costs) (“ Hard Placement ”) to specific sophisticated and professional investors of the Company.

The Flow Through Placement and Hard Placement (together, the " Placement ") was facilitated by Canadian flow-through share dealer, Peartree Securities Inc, Euroz Hartleys Limited and Canaccord Genuity (Australia) Ltd.

The Company is seeking separate shareholder approval to ratify the issue of the METC FT Shares and the Hard Placement Shares in resolution VIII and IX respectively.

A total of 7,929,317 CMETC FT Shares were issued in accordance with the Company’s placement capacity under ASX Listing Rule 7.1.

Resolution VII seeks the approval of Shareholders to ratify the issue of 7,929,317 CMETC FT Shares under and for the purposes of ASX Listing Rule 7.4.

Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the issued capital it had on issue at the start of that period.

The issue of CMETC FT Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the CMETC FT Shares.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1.

To this end, Resolution VII seeks Shareholder approval to the issue of 7,929,317 CMETC FT Shares under and for the purposes of ASX Listing Rule 7.4.

If Resolution VII is passed, the issue of the CMETC FT Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue of the CMETC FT Shares.

If Resolution VII is not passed, the CMETC FT Shares will be included in the Company’s 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following the issue of those CMETC FT Shares.

24 -

Specific information required by ASX Listing Rule 7.5

Under and for the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the CMETC FT Shares:

(a) the CMETC FT Shares were issued to PearTree Securities Inc. (as agent for certain qualifying investors in Canada) as Canadian charity flow-through shares in accordance with a subscription agreement. None of the investors are considered to be Material Investors;
(b) a total of 7,929,317 CMETC FT Shares were issued on 21 September 2022;
(c) the CMETC FT Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the CMETC FT Shares were issued at C$0.883 per Share;
(e) the proceeds from the issue of the CMETC FT Shares are intended to be used to fund exploration on the Company’s Upper Eastmain Project in Quebec by 31 December 2023 and renounce such expenditures to the investors effective 31 December 2022, as well as for costs of the Flow Through Placement and general working capital;
(f) there are no additional material terms with respect to the agreements for the issue of the CMETC FT Shares; and
(g) a voting exclusion statement is included in the Notice of Meeting.

Board recommendation

Resolution VII is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution VII.

VIII. Ratification of prior issue of 3,945,813 Flow Through Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That the issue of 3,945,813 Shares at C$0.76 per Share to raise approximately C$3 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular. ”

Voting Exclusion

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
25 -
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

General

A summary of the Flow Through Placement is set out above in resolution VII.

A total of 3,945,813 METC FT Shares were issued in accordance with the Company’s placement capacity under ASX Listing Rule 7.1.

Resolution VIII seeks the approval of Shareholders to ratify the issue of the 3,945,813 METC FT Shares under and for the purposes of ASX Listing Rule 7.4.

Listing Rules 7.1 and 7.4

Summaries of Listing Rules 7.1 and 7.4 are set out above in resolution VII.

The issue of METC FT Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the METC FT Shares.

To this end, Resolution VIII seeks Shareholder approval to the issue of 3,945,813 METC FT Shares under and for the purposes of ASX Listing Rule 7.4.

If Resolution VIII is passed, the issue of the METC FT Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue of the METC FT Shares.

If Resolution VIII is not passed, the METC FT Shares will be included in the Company’s 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following the issue of those METC FT Shares.

26 -

Specific information required by ASX Listing Rule 7.5

Under and for the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the METC FT Shares:

(a) the METC FT Shares were issued to PearTree Securities Inc. (as agent for certain qualifying investors in Canada) as Canadian charity flow-through shares in accordance with a subscription agreement. None of the investors are considered to be Material Investors;
(b) a total of 3,945,813 METC FT Shares were issued on 21 September 2022;
(c) the METC FT Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the METC FT Shares were issued at C$0.76 per Share;
(e) the proceeds from the issue of the METC FT Shares are intended to be used to fund exploration on the Company’s Eastmain Project in Quebec by 31 December 2022 and renounce such expenditures to the investors effective 31 December 2021, as well as for costs of the Placement and general working capital;
(f) there are no additional material terms with respect to the agreements for the issue of the METC FT Shares; and
(g) a voting exclusion statement is included in the Notice of Meeting.

Board recommendation

Resolution VIII is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution VIII.

IX. Ratification of prior issue of Hard Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That the issue of 4,558,870 Shares at A$0.48 per Share to raise approximately A$2.19 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular. ”

Voting Exclusion

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
27 -
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(iii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(iv) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

General

A summary of the Hard Placement is set out above in resolution VII.

A total of 4,558,870 Hard Placement Shares were issued in accordance with the Company’s placement capacity under ASX Listing Rule 7.1.

Resolution IX seeks the approval of Shareholders to ratify the issue of the Hard Placement Shares under and for the purposes of ASX Listing Rule 7.4.

Listing Rules 7.1 and 7.4

Summaries of Listing Rules 7.1 and 7.4 are set out above in resolution VII.

The issue of the Hard Placement Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the Hard Placement Shares.

To this end, Resolution IX seeks Shareholder approval to the issue of 4,558,870 Hard Placement Shares under and for the purposes of ASX Listing Rule 7.4.

If Resolution IX is passed, the issue of the Hard Placement Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue of the Hard Placement Shares.

If Resolution IX is not passed, the Hard Placement Shares will be included in the Company’s 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue or agree to issue without obtaining Shareholder approval over the 12 month period following the issue of those Hard Placement Shares.

28 -

Specific information required by ASX Listing Rule 7.5

Under and for the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Hard Placement Shares:

(a) the Hard Placement Shares were issued to specific sophisticated and professional investors of the Company. None of the investors are considered to be Material Investors;
(b) a total of 4,558,870 Hard Placement Shares were issued on 21 September 2022;
(c) the Hard Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;
(d) the Hard Placement Shares were issued at A$0.48 per Share;
(e) the proceeds from the issue of the Hard Placement Share are intended to be used to fund costs of the Placement and general working capital requirements;
(f) there are no additional material terms with respect to the agreements for the issue of the Hard Placement Shares; and
(g) a voting exclusion statement is included in the Notice of Meeting.

Board recommendation

Resolution IX is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution IX.

X. Approval to issue Broker Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That the issue of 1,400,000 Options to Euroz Hartleys Ltd (or its nominees) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Information Circular.”

Voting Exclusion

Pursuant to and in accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this resolution by or on behalf of Euroz Hartleys Ltd (or its nominees) and any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairman as proxy or attorney for a person who is entitled to vote, in
29 -

accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

General

The Company has entered into a broker mandate with Euroz Hartleys Ltd (“ Broker ”) for the provision of corporate advisory services to the Company (" Broker Mandate ") in connection with the completion of the Placement.

Pursuant to the Broker Mandate, the Company has agreed, subject to Shareholder approval, to issue the Broker (or its nominees) 1,400,000 options, exercisable at C$0.63 each on or before the date that is 3 years from date of issue (" Broker Options ").

In addition to the Broker Options, the Broker will be paid a fee of 6% of the proceeds from the Placement. The Broker Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

For further details of the Placement, a summary is set out above in Resolution VII.

Resolution X seeks Shareholder approval for the issue of the Broker Options to the Broker (or its nominees) under and for the purposes of Listing Rule 7.1.

ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Resolution VII above.

The proposed issue of Broker Options does not fall within any of these exceptions. While the proposed issue does not exceed the Company's 15% limit under Listing Rule 7.1 and can therefore be made without breaching that rule, the issue is subject to Shareholder approval pursuant to the terms of the Broker Mandate. It therefore requires the approval of Shareholders under Listing Rule 7.1.

To this end, Resolution X seeks Shareholder approval to the issue of the Broker Options under and for the purposes of ASX Listing Rule 7.1.

If Resolution X is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution X is not passed, the Company will not be able to proceed with the issue of the Broker Options and will be required to reach an alternative agreement with the Broker, which is likely to involve paying cash consideration to the Broker in respect of services performed to date.

30 -

Specific information required by ASX Listing Rule 7.3

Under and for the purposes of ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Broker Options:

(a) a maximum of 1,400,000 Broker Options will be issued to the Broker (or its nominees), who is considered to be a Material Investor (as defined under the ASX Listing Rules) by virtue of being an advisor to the Company (or an associate of an advisor of the Company);
(b) the Broker Options will be exercisable at C$0.63 each on or before the date that is 3 years from date of issue and were otherwise issued on the terms and conditions set out in Schedule C;
(c) the Broker Options are intended to be issued on the same date, no later than three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
(d) the Broker Options will be issued for cash consideration of A$0.00001 per Broker Option, as part consideration for broker services provided by the Broker to the Company in relation to the Placement. Accordingly, an amount of A$14.00 was raised from the issue;
(e) a summary of the material terms of the Broker Mandate is set out above; and
(f) a voting exclusion statement is included in the Notice of Meeting.

Board recommendation

Resolution X is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution X.

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION (For the financial year ended April 30, 2022)

For purposes of this Information Circular, “named executive officer” of the Company means an individual who, at any time during the year, was:

(a) the Company’s chief executive officer (“ CEO ”);
(b) the Company’s chief financial officer (“ CFO ”);
(c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 for that financial year; and
31 -
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year;

(each a “ Named Executive Officer ” or “ NEO ”).

Based on the foregoing definition, during the last completed financial year of the Company, there were four (4) Named Executive Officers, namely, its Chief Executive Officer and Head of Corporate Development (Australia), Xavier Braud, its CFO, Simon Sharp, its Vice President, Exploration, Danielle Giovenazzo and its former CFO, Carlos Escribano.

Compensation Discussion and Analysis

In assessing the compensation of its executive officers, the Company does not have in place any formal objectives, criteria or analysis; instead, it relies mainly on discussions at the Board level.

The Company’s executive compensation program has three principal components: base salary, incentive bonus plan, and incentive stock options. The determination and administration of base salaries or incentive bonuses, or both, are discussed in greater detail below. When appropriate to do so, incentive bonuses in the form of cash payments, are designed to add a variable component of compensation, in addition to stock options, based on corporate and individual performances for Named Executive Officers, and may or may not be awarded in any financial year. The Company has no other forms of compensation for its NEOs, although payments may be made from time to time to individuals who are NEOs or companies they control, for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.

The Company notes that it is in an exploration phase with respect to its properties, has to operate with limited financial resources, and must control costs to ensure that funds are available to complete scheduled exploration programs and otherwise fund its operations. The Board has to consider the current and anticipated financial position of the Company at the time of any compensation determination. The Board has attempted to keep the cash compensation paid to the Company’s NEOs relatively modest, while providing long-term incentives through the granting of stock options.

The Company’s executive compensation program is administered by the Board of Directors, and is designed to provide incentives for the enhancement of shareholder value. The overall objectives are to attract and retain qualified executives critical to the success of the Company, to provide fair and competitive compensation, to align the interest of management with those of the Shareholders and to reward corporate and individual performance. The Company’s compensation package has been structured in order to link shareholder return, measured by the change in the share price, with executive compensation through the use of incentive stock options as the primary element of variable compensation for its Named Executive Officers. The Company does not currently offer long-term incentive plans or pension plans to its Named Executive Officers.

The Company bases the compensation for a NEO on the years of service with the Company, responsibilities of each officer and their duties in that position. The Company also bases compensation on the performance of each officer. The Company believes that stock options can create a strong incentive to the performance of each officer and is intended to recognize extra contributions and achievements towards the goals of the Company.

32 -

The Board, when determining cash compensation payable to a NEO, takes into consideration their experience in the mining industry, as well as their responsibilities and duties and contributions to the Company’s success. Named Executive Officers receive a base cash compensation that the Company feels is in line with that paid by similar companies in North America, subject to the Company’s financial resources; however no formal survey was completed by the Board.

In performing its duties, the Board has considered the implications of risks associated with the Company’s compensation policies and practices. At its early stage of development and considering its current compensation policies, the Company has no compensation policies or practices that would encourage an executive officer or other individual to take inappropriate or excessive risks. An NEO or director is permitted for his or her own benefit and at his or her own financial risk, to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units or exchange funds, that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Option-Based Awards

Stock options are granted to provide an incentive to the directors, officers, employees and consultants of the Company to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company. The Company awards stock options to its executive officers based upon the recommendation of the Board, which recommendation is based upon the Board’s review of a proposal from the CEO. Previous grants of incentive stock options are taken into account when considering new grants.

Implementation of a new incentive stock option plan and amendments to the existing stock option plan are the responsibility of the Company’s Board.

Summary Compensation Table

The following table sets forth the total compensation paid to or earned by the Named Executive Officers for the Company’s two (2) most recently completed financial years:

Name and Principal Position	Year Ended	Salary ($)	Share- based Award s ($)	Option- based Awards(1) ($)	Non-equity Incentive Plan Compensation ($)	Non-equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long- term Incentive Plans
Xavier Braud(2) CEO	2022	Nil	Nil	Nil	Nil	Nil	Nil	153,976(3)	153,976
	2021	Nil	Nil	380,769	Nil	Nil	Nil	126,066	506,834
Danielle Giovenazzo(4) Vice President, Exploration	2022	Nil	Nil	Nil	Nil	Nil	Nil	266,084(5)	266,084
	2021	Nil	Nil	118,990	Nil	Nil	Nil	218,673(4)	337,663
Simon Sharp(6) CFO	2022	Nil	Nil	Nil	Nil	Nil	Nil	80,080(7)	80,080
	2021	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Carlos J. Escribano(8) Former CFO	2022	Nil	Nil	Nil	Nil	Nil	Nil	60,338(9)	60,338
	2021	Nil	Nil	7,922	Nil	Nil	Nil	124,320(9)	132,242

33 -
(1) The fair value of stock options granted during the last financial year is based on the Black-Scholes Option Pricing Model. The Company used the following assumptions in the model to determine the fair value of the awards recorded above: Dividend Yield – Nil; Expected Life – 4.17 years; Volatility – 123%; Risk Free Interest Rate – 0.50%.
(2) Mr. Braud was appointed CEO in September 2020.
(3) Consulting fees paid to Echeneis Capital Pty Ltd, a private company controlled by Mr. Braud.
(4) Ms. Giovenazzo was appointed Vice President, Exploration in September 2020.
(5) Consulting fees paid to Salda Geosciences Inc., a private company controlled by Ms. Giovenazzo.
(6) Mr. Sharp was appointed CFO in October 2021.
(7) Consulting fees paid to Sharp Consulting Services Inc., a private company controlled by Mr. Sharp.
(8) Mr. Escribano resigned as a director in July 2020 and as Chief Financial Officer in October 2021.
(9) Consulting fees paid to Lucent Financial Corp., a private company controlled by Mr. Escribano.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the options granted to the Named Executive Officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended April 30, 2022:

Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the- money Options ($)(1)
Xavier Braud(2)	800,000	0.64	Oct. 2, 2023	104,000
Danielle Giovenazzo(3)	250,000	0.64	Oct. 2, 2023	32,500
Simon Sharp(4)	N/A	N/A	N/A	N/A
Carlos J. Escribano(5)	N/A	N/A	N/A	N/A

(1) The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year, based on the difference between the market value of the shares at the financial year end, and the exercise price. This does not mean the options were exercised or that any shares were sold at these values.

(2) Mr. Braud was appointed CEO in September 2020.

(3) Ms. Giovenazzo was appointed Vice President, Exploration in September 2020.

(4) Mr. Sharp was appointed CFO in October 2021.

(5) Mr. Escribano resigned as a director in July 2020 and as CFO in October 2021.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to Named Executive Officers during the most recently completed financial year ended April 30, 2022:

Name	Option/Share-based Awards – Value Vested During the Year ($)(1)	Non-equity Incentive Plan Compensation – Value earned During the Year ($)
Xavier Braud(2)	Nil	Nil
Danielle Giovenazzo(3)	Nil	Nil
Simon Sharp(4)	N/A	N/A
Carlos J. Escribano(5)	Nil	Nil

(1) The aggregate value of the option based awards vested during the most recent financial year is based on the difference between the Company share price on the vesting day of any options that vested during the financial year and the exercise price of the options.

(2) Mr. Braud was appointed CEO in September 2020.

(3) Ms. Giovenazzo was appointed Vice President, Exploration in September 2020.

(4) Mr. Sharp was appointed CFO in October 2021.

(5) Mr. Escribano resigned as a director in July 2020 but he remains the Company’s Chief Financial Officer.

34 -

Termination and Change of Control Benefits

The Company has no plan or arrangement whereby any NEO may be compensated in the event of that NEO’s resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a change in NEO’s responsibilities following such a change of control, other than as more particularly set out under the heading “Management Contracts”.

Director Compensation

Director Compensation Table

The following table sets forth the value of all compensation provided to directors, not including those directors who are also Named Executive Officers, for the Company’s most recently completed financial year ended April 30, 2022:

Name	Fees Earned ($)	Option-based Awards ($)	All Other Compensation ($)	Total ($)
Evan Cranston(1)	182,942	Nil	Nil	182,942
Nick Tintor	40,000	Nil	Nil	40,000
Peter Williams(2)	44,010	Nil	Nil	44,010
Mathew O’Hara(3)	44,010	Nil	Nil	44,010

(1) Mr. Cranston was appointed as director of the Company in September 2020.

(2) Mr. Williams was appointed as director of the Company in September 2020.

(3) Mr. O’Hara was appointed as director of the Company in April 2020.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the options granted to the directors of the Company, not including those directors who are also Named Executive Officers, to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended April 30, 2022

Name	Option-based Awards - Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the- money Options ($)(1)
Evan Cranston(2)	1,100,000 320,000 800,000	0.12 0.21 0.64	Apr 27, 2025 Jun 1, 2025 Oct 2, 2023	715,000 179,200 104,000
Nick Tintor	70,000 100,000 45,000 500,000	0.076 0.12 0.21 0.64	Mar 3, 2025 Apr 27, 2025 Jun 1, 2025 Oct 2, 2023	48,580 65,000 25,200 65,000
Peter Williams(3)	500,000	0.64	Oct 2, 2023	65,000
Mathew O’Hara(4)	450,000 730,000	0.12 0.21	Apr. 27, 2025 Jun 1, 2025	292,500 408,800

(1) The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year, based on the difference between the market value of the shares at the financial year end, and the exercise price. This does not mean the options were exercised or that any shares were sold at these values.

(2) Mr. Cranston was appointed as director of the Company in September 2020.

(3) Mr. Williams was appointed as director of the Company in September 2020.

(4) Mr. O’Hara was appointed as director of the Company in April 2020.

35 -

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the year of option-based awards and non-equity incentive plan compensation paid to the directors of the Company, not including those directors who are also Named Executive Officers, during the financial year ended April 30, 2022

Name	Option-based Awards – Value Vested During the Year ($)	Non-equity Incentive Plan Compensation – Value Earned During the Year ($)
Evan Cranston(1)	Nil	Nil
Nick Tintor	Nil	Nil
Peter Williams(2)	Nil	Nil
Mathew O’Hara(3)	Nil	Nil

(1) Mr. Cranston was appointed as director of the Company in September 2020.

(2) Mr. Williams was appointed as director of the Company in September 2020

(3) Mr. O’Hara was appointed as director of the Company in April 2020.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information pertaining to the Company’s equity compensation plan as at April 30, 2022:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (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)) (c)
Equity compensation plans approved bysecurityholders	7,305,963	$0.42	3,704,068
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
TOTAL	7,305,963	$0.42	3,704,068

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No Insider of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

36 -

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

Other than as set forth herein, management of the Company is not aware of 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, other than the election of directors or the appointment of auditors, of any person or company who has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive officer of the Company at any time since the beginning of the Company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, any person or company by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) any proposed nominee for election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies.

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are not performed to any substantial degree by any person or company other than the directors and executive officers of the Company or its subsidiaries.

CORPORATE GOVERNANCE

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

The Board is comprised of four (4) directors, of whom Evan Cranston, Peter Williams and Nicholas Tintor are independent for the purposes of NI 58-101. Mathew O’Hara is not independent since he served as the interim Chief Executive Officer of the Company from July 2020 to September 2020.

Directorships

None of the directors and proposed directors are also directors of other reporting issuers.

Orientation and Continuing Education

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

37 -

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.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation Governance

The Company does not have a separate Compensation Committee, so the entire Board of Directors comprises the Compensation Committee, and is responsible for, among other things, evaluating the performance of the Company’s executive officers, determining or making recommendations with respect to the compensation of the Company’s executive officers, making recommendations with respect to director compensation, incentive compensation plans and equity-based plans, making recommendations with respect to the compensation policy for the employees of the Company or its subsidiaries and ensuring that the Company is in compliance with all legal requirements with respect to compensation disclosure. In performing its duties, the Board has the authority to engage such advisors, including executive compensation consultants, as it considers necessary.

The Board is currently composed of four (4) directors, of whom Evan Cranston, Nicholas Tintor and Peter Williams are independent directors within the meaning set out in NI 58-101. Mathew O’Hara is not independent since he served as the Company’s interim Chief Executive Officer from July 2020 to September 2020. All members of the Board are experienced participants in business or finance, and have sat on the board of directors of other companies, charities or business associations, in addition to the Board of the Company.

The Board does not have a pre-determined compensation plan. The Company does not engage in benchmarking practices and the process for determining executive compensation is at the discretion of the Board.

The Board has not engaged the services of independent compensation consultants to assist it by making recommendations to the Board with respect to director and executive officer compensation .

Other Board Committees

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

38 -

Assessments

Due to the minimal size of the Company’s Board, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

Audit Committee Information

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) reporting issuers are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition of the Committee, and the fees paid to the external auditor. The Company provides the following disclosure with respect to its Audit Committee:

Audit Committee Charter

The Company’s Audit Committee is governed by an audit committee charter, the text of which is set out in Schedule “B” attached to this Information Circular.

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:

Mathew O’Hara	Not Independent(1)	Financiallyliterate(2)
Nicholas Tintor	Independent(1)	Financiallyliterate(2)
Peter Williams	Independent(1)	Financiallyliterate(2)

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

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

Relevant Education and Experience

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

Mathew O’Hara , Director

Mr. O'Hara is a Chartered Accountant with extensive professional experience in capital markets, financing, financial accounting and corporate governance. His experience includes being employed by, and acting as, Director, Company Secretary and Chief Financial Officer of several companies, predominantly in the resources sector. Prior to these roles, he spent more than a decade working as an Associate Director at an international accounting firm in both the Corporate Finance/Advisory and Audit divisions in Australia gaining significant experience with publicly listed clients across a diverse range of industries, including mining and metals, oil and gas, technology and infrastructure. He had a particular focus in audit, M&A, valuations, financial modelling, due diligence and financial reporting.

Nicholas Tintor , Director

Mr. Tintor is a mining executive and geologist who holds a Bachelor of Science in Geology from the University of Toronto and has more than 30 years of experience in the Canadian mining industry. For the past 21 years, he has been involved in all aspects of junior mining company management from project generation, to finance and executive management. He also has deep

39 -

global relationships in the mining industry and especially in the Canadian resources investment banking sector.

Peter Williams , Director

Mr. Peter Williams is a geophysicist with more than 30 years of expertise in mineral exploration and corporate management including Chief Geophysicist at WMC Resources in Australia and senior roles with Ampella Mining and Independence Group, both on the ASX. Peter has extensive experience in successful exploration for different mineral systems around the world, in both Greenfields, Brownfields and in-mine exploration, including porphyry, orogenic and epithermal gold, skarns and IOCG deposits. He was involved in the target identification and acquisition of in excess of 10 million ounces of gold in West Africa, including the multi-million ounce Wahignion and Batie Gold Deposit in Burkina Faso and Papillion’s Gold Deposit in Mali.

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 exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two financial years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows:

Financial Year Ending April 30	Audit Fees ($)	Audit Related Fees ($)	Tax Fees ($)	All other Fees ($)
2022	42,000	Nil	Nil	Nil
2021	27,000	Nil	800	3,500

Exemption

As a TSX-V listed issuer, the Company is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110.

40 -

OTHER MATTERS

Management of the Company knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited annual financial statements and accompanying management’s discussion and analysis (“ MD&A ”) for the year ended April 30, 2022.

Under National Instrument 51-102, Continuous Disclosure Obligations , any person or company who wishes to receive financial statements from the Company may deliver a written request for such material to the Company or the Company’s agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1.

Shareholders may obtain copies of the Company’s financial statements and related MD&A by contacting the Company at [email protected] or by telephone at +61 8 6143 6702. Additional information relating to the Company is available on SEDAR at www.sedar.com .

GENERAL

Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simple majority of the Shareholders voting, in person or by proxy, at the Meeting. Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

DATED as of the 10[th] day of November, 2022.

BY THE ORDER OF THE BOARD OF DIRECTORS OF BENZ MINING CORP.

“Evan Cranston”

Evan Cranston , Chairman of the Board

SCHEDULE A

Omnibus Equity Incentive Compensation Plan

BENZ MINING CORP.

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

NOVEMBER _10, 2022

ARTICLE 1	ESTABLISHMENT, PURPOSE AND DURATION ............................................................. 1
1.1	Establishment of the Plan. ................................................................................................. 1
1.2	Purpose of the Plan. ........................................................................................................... 1
1.3	Duration of the Plan. .......................................................................................................... 1
ARTICLE 2	DEFINITIONS ........................................................................................................................ 1
ARTICLE 3	ADMINISTRATION .............................................................................................................. 8
3.1	General. .............................................................................................................................. 8
3.2	Authority of the Committee. .............................................................................................. 8
3.3	Delegation. ......................................................................................................................... 9
ARTICLE 4	SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS .................................... 9
4.1	Number of Shares Available for Awards. .......................................................................... 9
4.2	Specific Allocations. .......................................................................................................... 9
4.3	Limits for Individuals. ....................................................................................................... 9
4.4	Limits for Consultants. ...................................................................................................... 9
4.5	Limits for Investor Relations Service Providers. ............................................................... 9
4.6	Minimum Price for Security Based Compensation other than Options. .......................... 10
4.7	Hold Period and Escrow. ................................................................................................. 10
4.8	Other Restrictions. ........................................................................................................... 10
4.9	Blackout Periods. ............................................................................................................. 11
4.10	Adjustments in Authorized Shares. .................................................................................. 11
ARTICLE 5	ELIGIBILITY AND PARTICIPATION .............................................................................. 12
5.1	Eligibility. ........................................................................................................................ 12
5.2	Actual Participation. ........................................................................................................ 13
ARTICLE 6	STOCK OPTIONS ................................................................................................................ 13
6.1	Grant of Options. ............................................................................................................. 13
6.2	Additional Terms for Options. ......................................................................................... 13
6.3	Award Agreement. ........................................................................................................... 13
6.4	Option Price. .................................................................................................................... 14
6.5	Duration of Options. ........................................................................................................ 14
6.6	Exercise of Options. ......................................................................................................... 14
6.7	Payment. .......................................................................................................................... 15
6.8	Restrictions on Share Transferability. .............................................................................. 15
6.9	Death and Termination of Employment. ......................................................................... 15
6.10	Non-transferability of Options. ........................................................................................ 16

-i-

Page

(continued)

ARTICLE 7 RESTRICTED SHARE UNITS ............................................................................................ 16	ARTICLE 7 RESTRICTED SHARE UNITS ............................................................................................ 16
7.1	Grant of Restricted Share Units. ...................................................................................... 16
7.2	Restricted Share Unit Agreement. ................................................................................... 17
7.3	Non-transferability of Restricted Share Units. ................................................................. 17
7.4	Other Restrictions. ........................................................................................................... 17
7.5	Voting Rights. .................................................................................................................. 17
7.6	Dividends and Other Distributions. ................................................................................. 17
7.7	Death and other Termination of Employment, Consultancy or Directorship. ................. 18
7.8	Payment in Settlement of Restricted Share Units. ........................................................... 19
ARTICLE 8 DEFERRED SHARE UNITS ............................................................................................... 19
8.1	Grant of Deferred Share Units. ........................................................................................ 19
8.2	Deferred Share Unit Agreement. ..................................................................................... 19
8.3	Non-transferability of Deferred Share Units. ................................................................... 19
8.4	Death and other Termination of Employment. ................................................................ 19
8.5	Payment in Settlement of Deferred Share Units. ............................................................. 20
ARTICLE 9 PERFORMANCE SHARE UNITS ...................................................................................... 20
9.1	Grant of Performance Share Units. .................................................................................. 20
9.2	Value of Performance Share Units. ................................................................................. 20
9.3	Settlement of Performance Share Units. .......................................................................... 20
9.4	Form and Timing of Payment of Performance Share Units. ............................................ 20
9.5	Dividends and Other Distributions. ................................................................................. 21
9.6	Death and other Termination of Employment. ................................................................ 21
9.7	Non-transferability of Performance Share Units. ............................................................ 22
ARTICLE 10 RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE .................................................. 22
10.1	Employment. .................................................................................................................... 22
10.2	Participation. .................................................................................................................... 23
10.3	Rights as a Shareholder. ................................................................................................... 23
ARTICLE 11 CHANGE OF CONTROL .................................................................................................. 23
11.1	Accelerated Vesting and Payment. .................................................................................. 23
11.2	Alternative Awards. ......................................................................................................... 23
ARTICLE 12 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION ................... 24
12.1	Amendment, Modification, Suspension and Termination. .............................................. 24
12.2	Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events. ........ 25
12.3	Awards Previously Granted. ............................................................................................ 25

-ii-

Page

(continued)

ARTICLE 13	WITHHOLDING ................................................................................................................ 25
13.1	Withholding. .................................................................................................................... 25
13.2	Acknowledgement. .......................................................................................................... 25
ARTICLE 14	SUCCESSORS .................................................................................................................... 26
ARTICLE 15	GENERAL PROVISIONS .................................................................................................. 26
15.1	Forfeiture Events. ............................................................................................................. 26
15.2	Cessation of Vesting and Eligibility for Awards following Termination. ....................... 26
15.3	Legend. ............................................................................................................................ 27
15.4	Delivery of Title. .............................................................................................................. 27
15.5	Investment Representations. ............................................................................................ 27
15.6	Uncertificated Shares. ...................................................................................................... 27
15.7	Unfunded Plan. ................................................................................................................ 27
15.8	No Fractional Shares. ....................................................................................................... 28
15.9	Other Compensation and Benefit Plans. .......................................................................... 28
15.10	No Constraint on Corporate Action. ................................................................................ 28
15.11	Compliance with Canadian Securities Laws. ................................................................... 28
15.12	Termination of a Directorship. ......................................................................................... 28
ARTICLE 16	LEGAL CONSTRUCTION ................................................................................................ 29
16.1	Number. ........................................................................................................................... 29
16.2	Severability. ..................................................................................................................... 29
16.3	Requirements of Law. ...................................................................................................... 29
16.4	Governing Law. ............................................................................................................... 29
16.5	Compliance with Employment Standards. ....................................................................... 29
16.6	Compliance with Section 409A of the Code. ................................................................... 29

-iii-

ARTICLE 1

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan.

Benz Mining Corp., a corporation incorporated under the laws of British Columbia (the “ Corporation ”), hereby establishes an incentive compensation plan to be known as the Omnibus Equity Incentive Compensation Plan (the “ Plan ”). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Units. The Plan shall be adopted and become effective on the date approved by the Board, subject to the prior approval of the Plan by the TSX Venture Exchange (the “ TSXV ”) (the “ Effective Date ”).

1.2 Purpose of the Plan.

The purposes of the Plan are: (i) to promote a significant alignment between Officers and employees of the Corporation and its Affiliates (as defined below) and the growth objectives of the Corporation; (ii) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (iii) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

1.3 Duration of the Plan.

The Plan shall be in effect from the Effective Date, as described in Section 1.1 herein, until the Plan is terminated by the Board (as defined below) pursuant to Article 12 hereof.

ARTICLE 2

DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

“ Affiliate ” means any corporation, partnership or other entity (i) in which the Corporation, directly or indirectly, has majority ownership interest or (ii) which the Corporation controls. For the purposes of this definition, the Corporation is deemed to “control” such corporation, partnership or other entity if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

“ Award ” means, individually or collectively, a grant under this Plan of Options, Deferred Share Units, Restricted Share Units or Performance Units, in each case subject to the terms of this Plan.

“ Award Agreement ” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

“ Blackout Period ” means a period of time during which the Participant cannot sell Shares, due to applicable law or policies of the Corporation in respect of insider trading.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Corporation.

“ Cashless Exercise ” has the meaning given to it in Section 6.6(a).

“Cause” means:

  - (a) with respect to a particular Employee:

     - (i) “cause” as such term is defined in the Award Agreement or the Employee’s written employment agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Employee’s written employment agreement, the definition in the Award Agreement will govern); or

     - (ii) in the event that (i) does not apply, then “Cause” means any circumstance where an employer can terminate an individual’s employment without notice or payment whatsoever

(b) with respect to a particular Consultant:

 - (i) “cause” or “serious reason”  as such term is defined in the Award Agreement or the Consultant’s written services agreement with the Corporation or an Affiliate (provided that if such term is defined in both the Award Agreement and the Consultant’s written services agreement, the definition in the Award Agreement shall govern);

 - (ii) in the event that (i) does not apply, then “Cause” means any circumstances, as described in the written agreement between the Corporation or an Affiliate and the Consultant, or as provided for pursuant to applicable law, where the Corporation or an Affiliate may terminate the Consultant’s engagement without notice or payment whatsoever.

“ Change of Control ” shall occur if any of the following events occur:
- (a) the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to:
  - (i) an acquisition or redemption by the Corporation of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding;
  - (ii) acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Corporation;
3 -
(iii) the receipt or exercise of rights issued by the Corporation to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Corporation and not from any other person;
(iv) a distribution by the Corporation of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Corporation (“Exempt Acquisitions”);
(v) a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (“Pro-Rata Acquisitions”); or
(vi) the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (“Convertible Security Acquisitions”);

provided, however, that if a person shall acquire 50% or more of the total issued and outstanding Voting Securities by reason of any one or a combination of (1) acquisitions or redemptions of Voting Securities by the Corporation, (2) Exempt Acquisitions, (3) ProRata Acquisitions, or (4) Convertible Security Acquisitions and, after such share acquisitions or redemptions by the Corporation or Exempt Acquisitions or Pro-Rata Acquisitions or Convertible Security Acquisitions, acquires additional Voting Securities exceeding one per cent of the Voting Securities outstanding at the date of such acquisition other than pursuant to any one or a combination of Exempt Acquisitions, Convertible Security Acquisitions or Pro-Rata Acquisitions, then as of the date of such acquisitions such acquisition shall be deemed to be a “Change of Control”;

(b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and
(c) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “Successor Entity”), (other than a subsidiary of the Corporation) unless:
(i) individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity;
(ii) a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and
(iii) after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such
4 -

person or group of persons held securities of the Corporation in the same proportion prior to such transaction.

“ Change of Control Price ” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately preceding the Change of Control date.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

“ Committee ” means the Board of Directors or, if so delegated in whole or in part by the Board, or any duly authorized committee of the Board appointed by the Board to administer the Plan.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Consultant ” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as such term is defined in the policies of the TSXV);
(b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Corporation, as the case may be; and
(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

“ Consultant Company ” means a Consultant that is a Company.

“ Corporation ” means Benz Mining Corp., a corporation incorporated under the laws of British Columbia, and any successor thereto as provided in Article 14 herein.

“ DSU ” or “ Deferred Share Unit ” means an Award denominated in units that provides the holder thereof with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 8 herein and subject to the terms of this Plan.

“ Director ” means any individual who is a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Dividend Equivalent ” means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement,

and if specifically provided for in the Award Agreement shall be subject to the Plan and such other terms and conditions set forth in the Award Agreement as the Committee shall determine.

“ Employee ” means:

(a) an individual who is considered an employee of the Corporation or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(b) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or
(c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

“ ESL ” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee.

“ Exchange ” means the TSXV or the Australian Securities Exchange or, if at any time the Shares are not listed and posted for trading on the TSXV or the Australian Securities Exchange, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee. For greater certainty, where there is an inconsistency between the rules and policies of the Australian Securities Exchange and TSXV, the Plan will be interpreted as requiring compliance with the rules of both the Australian Securities Exchange and TSXV.

“ Fair Market Value ” or “ FMV ” means, unless otherwise required by any applicable provision of the Code or any regulations thereunder or by any applicable accounting standard for the Corporation’s desired accounting for Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the VWAP of the Shares on the Exchange for the five trading days immediately prior to the grant date, (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the grant date or (iii) the closing price of the Shares on the Exchange on the grant date.

“ Fiscal Year ” means the Corporation’s fiscal year commencing on May 1 and ending on April 30 or such other fiscal year as approved by the Board.

“ Insider ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Activities ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

“ Issued Shares ” means, at any time, the number of Shares of the Corporation that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of securities of the Corporation, other than Security Based Compensation, warrants and convertible debt, that are convertible into Shares of the Corporation.

“ ITA ” means the Income Tax Act (Canada).

“ Management Company Employee ” means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

“ Material Information ” means a Material Fact and/or Material Change as such terms are defined by applicable Securities Laws and Exchange policies.

“Net Exercise” has the meaning ascribed to it in section 6.6(b).

“ Notice Period ” means any period of contractual notice or reasonable notice that the Corporation or the Affiliate may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Corporation or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant’s employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Option ” means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of this Plan.

“ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

“ Participant ” means a Director, Officer, Employee, Management Company Employee or Consultant that is the recipient of an Award granted or issued by the Corporation.

“ Performance Goal ” means a performance criterion selected by the Committee for a given Award.

“ Performance Period ” means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

“ Performance Share Unit ” means an Award granted as compensation for employment or consulting services or services as a Director or Officer to receive, for no additional cash consideration, Shares or, at the sole discretion of the Committee, a cash payment upon specified vesting criteria being satisfied, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

“ Period of Restriction ” means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

“ Person ” shall have the meaning ascribed to such term in Section 1(1) of the Securities Act.

“ Policy 4.4 ” means Policy 4.4 - Security Based Compensation of the TSXV.

“ Restricted Share Unit ” means an Award denominated in units subject to a Period of Restriction, with a right to receive Shares or, at the sole discretion of the Committee, a cash payment upon settlement of the Award, granted under Article 7 herein and subject to the terms of this Plan.

“ Securities Act ” means the Securities Act (British Columbia), as may be amended from time to time.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

“ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.

“ Security Based Compensation Plan ” has the meaning ascribed thereto in Policy 4.4.

“ Shares ” means common shares in the capital of the Corporation.

“ Successor Entity ” has the meaning ascribed thereto under subsection (c) of the definition of Change of Control.

“ Termination Date ” means:

(a) in the case of an Employee whose employment or term of office with the Corporation or an Affiliate terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Employee or the Corporation or its Affiliate that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of the ESL, the last day of the applicable minimum statutory notice period applicable to the Participant pursuant to the ESL, if any; and (ii) the date that is designated by the Corporation or an Affiliate, as the last day of the Participant’s employment or term of office with the Corporation or an Affiliate provided that in the case of the Participant’s resignation, such date shall not be earlier than the date notice of resignation was given; and, in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Participant’s Employer as specified in the notice of termination provided by the Company or an Affiliate. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or
(b) in the case of a Consultant, the date that is designated, if any, by the Corporation or an Affiliate as the date on which the Participant’s consulting engagement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting engagement, such date shall not be earlier than the date that notice of voluntary termination was given and, in any case, without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Corporation
8 -

or an Affiliate as specified in the notice of termination. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or

(c) in the case of a Director whose service with the Corporation or an Affiliate terminates in the circumstances set out in Section 15.12, the date that is designated by the Corporation or an Affiliate as the date on which the Participant’s service is terminated, including the expiry of a Director’s term on the Board without re-election (or nomination for election), provided that in the case of resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; or
(d) in the event that the Participant’s death occurs prior to the date determined pursuant to (a), (b) or (c) above, the date of the Participant’s death.

“ Trading Day ” means a day when trading occurs through the facilities of the Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Securities ” shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

“ VWAP ” means the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Stock Option, provided that where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

ARTICLE 3

ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Corporation, and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Corporation, and all other interested parties.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, determining Performance Goals applicable to Awards and whether such Performance Goals have been achieved, making adjustments under Section 4.10 and, subject to Article 12, adopting modifications and amendments, or subplans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee’s administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

The Plan is a “ rolling up to 10% and fixed up to 10% Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation” of the TSXV. The Plan is: (a) “rolling” plan pursuant to which the number of Shares that are issuable pursuant to the exercise of Options granted hereunder shall not exceed 10% of the Issued Shares of the Corporation as at the date of any Option grant, and (b) “fixed” plan under which the number of Shares of the Corporation that are issuable pursuant to all Awards other than Options granted hereunder and under any other Security Based Compensation Plan of the Corporation, in aggregate is the maximum number of 12,733,431 Shares, in each case, subject to adjustment as provided in Section 4.10 herein.

4.2 Specific Allocations.

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

4.3 Limits for Individuals.

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the Exchange for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

4.4 Limits for Consultants.

The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

4.5 Limits for Investor Relations Service Providers.

(a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.
10 -
(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and
(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

4.6 Minimum Price for Security Based Compensation other than Options.

The minimum exercise price of an Option is set out in Section 6.4 and the same principles apply to other Awards where the value of the Award is initially tied to market price.

4.7 Hold Period and Escrow.

All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV), and shall have affixed thereto any legends required under Securities Laws and the policies of the Exchange.

4.8 Other Restrictions.

The Plan is subject to the following provisions:

(a) Awards shall not entitle a Participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such Participant; provided, other than an accrual of dividends accepted by the Exchange;
(b) all Awards are non-assignable and non-transferable;
(c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation at any point in time (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(d) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);
(e) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Policy, any Companies that are wholly owned by that Person) shall
11 -

not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to Section 5.3 of Policy 4.4);

(f) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Consultant;
(g)
Investor Relations Service Providers may not receive any Award other than Options;
(h) if a Participant’s heirs or administrators are entitled to any portion of an outstanding Award, the period in which they can make such claim shall not exceed one year from the Participant’s death;
(i) for Awards granted or issued to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be; and
(j) any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee shall expire in accordance with the provisions of the Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan.

4.9 Blackout Periods.

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period. Subject to the rules of the Exchange (including as modified by any waiver), the following requirements are applicable to any such automatic extension provision:

(a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;
(b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant’s Award is not to be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation’s securities; and
(c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

4.10 Adjustments in Authorized Shares.

Subject to the provisions of this Section 4.10, the rights of a Participant will be changed to the extent necessary to comply with the rules of the Exchange and any other stock exchange applying to a reorganization of capital at the time of the reorganization.

12 -

Subject to the approval of the Exchange, where applicable, in the event of any corporate event or transaction (collectively, a “ Corporate Reorganization ”) (including, but not limited to, a change in the Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Article 11, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the number of Shares eligible to be issued hereunder, the limit on issuing Awards other than Options granted with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants’ rights under the Plan that otherwise would result from such Corporate Reorganization. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments shall comply with Section 409A of the Code with respect to any U.S. Participants and the rules of any stock exchange or market upon which such Shares are listed or traded.

Subject to the provisions of Article 10 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

ARTICLE 5

ELIGIBILITY AND PARTICIPATION

5.1 Eligibility.

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries is eligible to participate in the Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. If the Participant is a Company, excluding Participants that are Consultant Companies, it must provide the Exchange with a completed Certification and Undertaking Required from a Company

13 -

Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation , as provided for in Policy 4.4 - Security Based Compensation of the TSXV. Any Company to be granted an Award, other than a Consultant Company, must agree not to effect or permit any transfer of ownership or option of securities of the Corporation or to issue further shares of any class in the Corporation to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the TSXV.

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation or of any of its subsidiaries, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award in accordance with the Plan.

ARTICLE 6

STOCK OPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, and subject to the terms of the Plan.

6.2 Additional Terms for Options.

The following provisions apply to all Option Awards:

(a) Options can be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Section 4.9;
(b) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider;
(c) any changes in the exercise price or the period for exercise must be in accordance with the rules of the Exchange; and
(d) there are no participation rights or entitlements inherent in the Options and Participants will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options without exercising the Options.

6.3 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

14 -

Subject to the rules of the relevant Exchange (including via waiver), the terms of the Options may not be changed to:

(a) reduce the exercise price;
(b) increase the number of securities received on exercise of the Options; or
(c) increase any period for exercise of the Options.

A change to the terms for Options which is not otherwise prohibited under the relevant Exchange may only be changed with the approval of common shareholders (including disinterested shareholder approval where required by the relevant Exchange) unless it has the effect of cancelling an option for no consideration or is made to comply with the relevant Exchange, in which case such change can be made without obtaining the approval of common shareholders.

6.4 Option Price.

The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum exercise price of an Option shall be equal to Fair Market Value. A minimum exercise price cannot be established unless the Options are allocated to particular Persons.

6.5 Duration of Options.

Subject to Section 4.9, Section 6.2(a) and Section 6.3, each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant.

6.6 Exercise of Options.

Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:
(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;
(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and
(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and cash as the broker and Participant may otherwise agree); or
(b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the
15 -

subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by
(ii) the VWAP of the underlying Shares.

6.7 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Corporation or an agent designated by the Corporation in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, and any applicable withholding taxes as per Section 13.1. The Option Price upon exercise of any Option shall be payable to the Corporation in full either: (a) by certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of the Exchange and such rules and regulations as the Committee may establish. Subject to Section 6.8 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Corporation. As of the business day the Corporation receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Corporation as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Corporation shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s) as soon as reasonably practicable following the issuance of such Shares.

6.8 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded.

6.9 Death and Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date;
(ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled
16 -

and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and

(iii) such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.
(b) Termination of Employment: Except as may otherwise be set out in a Participant’s written employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then:
(i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:
- (A) the date that is three months after the Termination Date; and
- (B) the date on which the exercise period of the particular Option expires,

except as otherwise provided in the Participant’s written employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date;

(ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(iii) notwithstanding 6.9(b)(i) and 6.9(b)(ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

6.10 Non-transferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE 7

RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

17 -

7.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, and any such other provisions as the Committee shall determine, provided that, no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than three years after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 7.2 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

7.3 Non-transferability of Restricted Share Units.

The Restricted Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such Restricted Share Units to be null and void. A vested Restricted Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution may redeem any vested Restricted Share Units in accordance with the provisions of Section 7.7.

7.4 Other Restrictions.

The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific performance criteria, timebased restrictions on vesting following the attainment of the performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Restricted Share Units.

To the extent deemed appropriate by the Committee, the Corporation may retain the certificates representing Shares delivered in settlement of Restricted Share Units, in the Corporation’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Restricted Share Units shall be settled through payment in Shares or, at the sole discretion of the Committee, a cash payment.

7.5 Voting Rights.

A Participant shall have no voting rights with respect to any Restricted Share Units granted hereunder.

7.6 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Restricted Share Units, provided that any Dividend Equivalents paid in the form of additional

18 -

Awards shall reduce the applicable pool of Shares available for issuance of Awards, and must be in accordance with the provisions of Section 4.8. Any Dividend Equivalents not paid in cash and not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any additional Restricted Share Units credited to the Participant’s account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate.

7.7 Death and other Termination of Employment, Consultancy or Directorship.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date shall vest immediately;
(ii) any Restricted Share Units held by the Participant that have vested (including Restricted Share Units vested in accordance with Section 7.7(a)(i)) as at the Termination Date, shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement; and
(iii) such Participant’s eligibility to receive further grants of Restricted Share Units under the Plan ceases as of the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
(i) any Restricted Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and
(iii) notwithstanding Section 7.7(b)(i), unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.
(iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.
19 -

7.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units, Shares (issued from treasury) of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee) or, at the sole discretion of the Committee, a cash payment. The payment date for any Restricted Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

ARTICLE 8

DEFERRED SHARE UNITS

8.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Deferred Share Unit shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 8.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

8.2 Deferred Share Unit Agreement.

Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Deferred Share Units.

8.3 Non-transferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant’s lifetime only to such Participant.

8.4 Death and other Termination of Employment.

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following the Termination Date but no later than the 90th day following the termination of the Participant’s employment or other relationship with the Corporation or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any Deferred Share Units shall occur within one year following the Termination Date.

20 -

8.5 Payment in Settlement of Deferred Share Units.

When and if Deferred Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in Shares (issued from treasury) or, at the sole discretion of the Committee, in a cash payment of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee). The payment for any Deferred Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 15 of the calendar year following the calendar year in which the Participant’s Termination Date occurs.

ARTICLE 9

PERFORMANCE SHARE UNITS

9.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Units shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 9.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

9.2 Value of Performance Share Units.

Each Performance Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Unit that will be paid to the Participant.

9.3 Settlement of Performance Share Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

9.4 Form and Timing of Payment of Performance Share Units.

Payment of vested Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee will pay vested Performance Share Units in Shares issued from treasury or, at the sole discretion of the Committee, a cash payment equal to the value of the vested Performance Share Units at the end of the applicable Performance Period. Any Shares may be issued subject to any restrictions deemed appropriate by the Committee. The payment date for any Performance Share Units in respect of which the Committee may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

21 -

9.5 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Performance Share Units, provided that any Dividend Equivalents paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards, and must be in accordance with the provisions of Section 4.8. Any Dividend Equivalents not paid in cash and not within the parameters of Section 4.8 will be subject to the prior acceptance of the Exchange. Further, any additional Performance Share Units credited to the Participant’s account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Performance Units to which they relate.

9.6 Death and other Termination of Employment.

(a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:
(i) the number of Performance Share Units held by the Participant on the Termination Date that have not vested shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 9.6 as “ Deemed Awards ”);
(ii) any Deemed Awards shall vest immediately;
(iii) any Performance Share Units held by the Participant that have vested as of the Termination date and any Deemed Awards that vested in accordance with Section 9.6(a)(ii) shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;
(iv) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date;
(v) any Performance Share Units held by the Participant that are not yet vested at the Termination Date and do not vest in accordance with Section 9.6(a)(ii) immediately expire and are cancelled and forfeited on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture; and
(vi) such Participant’s eligibility to receive further grants of Performance Share Units under the Plan ceases as of the Termination Date.
(b) Termination other than Death: Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:
22 -
(i) any Performance Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date and the Participant will not be entitled to any compensation or damages in respect of such cancellation and forfeiture;
(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the Termination Date;
(iii) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and
(iv) unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an Employee of the Corporation or an Affiliate.

9.7 Non-transferability of Performance Share Units.

The Performance Shares Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession of the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement until the date of settlement through delivery or other payment, and any attempt to do so will cause such Performance Share Units to be null and void. A vested Performance Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of decent and distribution may redeem any vested Performance Share Units in accordance with the provisions of Section 9.6.

ARTICLE 10

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

10.1 Employment.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or one of its Affiliates to terminate any Participant’s employment, consulting or other service relationship with the Corporation or one of its Affiliates at any time, nor confer upon any Participant any right to continue in the capacity in which they are employed or otherwise serves the Corporation or one of its Affiliates.

Neither an Award nor any benefits arising under this Plan shall constitute a promise of employment or service contract with the Corporation or one of its Affiliates for any particular period of time. Subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Corporation or one of its Affiliates for severance payments or otherwise, except as provided in this Plan.

23 -

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates, shall not be deemed a termination of employment. The Committee may provide in a Participant’s Award Agreement or otherwise the conditions under which a transfer of employment to an entity that is spun off from the Corporation or an Affiliate shall not be deemed a termination of employment for purposes of an Award.

10.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

10.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

ARTICLE 11

CHANGE OF CONTROL

11.1 Accelerated Vesting and Payment.

Subject to the provisions of Section 11.2 or as otherwise provided in the Plan or the Award Agreement, in the event of a Change of Control, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the Exchange. For greater certainly, there shall be no acceleration of vesting provisions applicable to any Options held by an Investor Relations Service Provider providing Investor Relations Activities to the Corporation without the prior acceptance of the Exchange.

11.2 Alternative Awards.

Notwithstanding Section 11.1, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Corporation or an Affiliate as described in Article 14 provided, however, that any such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;
(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;
(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;
24 -
(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and
(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

ARTICLE 12

AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

12.1 Amendment, Modification, Suspension and Termination.

(a) Except as set out in clauses (b) and (c) below, and as otherwise provided by law, or Exchange rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of:
(i) making any amendments to the general vesting provisions of any Award;
(ii) making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date;
(iii) making any amendments to add covenants or obligations of the Corporation for the protection of Participants;
(iv) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or
(v) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.
(b) Other than as expressly provided in an Award Agreement or as set out in Section 11.2 hereof or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.
(c) Subject to the rules of the Exchange, the following amendments to the Plan shall require the prior approval of the Corporation’s shareholders, other than, in respect of the amendments contemplated under Sections 12.1(c)(i)-(iii) below, those carried out pursuant to Section 4.10 hereof:
(i) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates.
(ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan;
25 -
(iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation;
(iv) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise;
(v) An extension of the expiry date of an Option issued to Insiders; or
(vi) Any amendment to the amendment provisions of the Plan under this Section 12.1.

12.2 Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events.

Subject to the approval of the TSXV, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events in addition to the events described in Section 11 hereof affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

12.3 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 13

WITHHOLDING

13.1 Withholding.

The Corporation or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Corporation or any Affiliate, an amount sufficient to satisfy federal, state and local taxes or provincial, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Corporation withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

13.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation. Participant further acknowledges that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than

26 -

one jurisdiction, Participant acknowledges that the Corporation may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 14

SUCCESSORS

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of Participants) to a successor in the business of the Corporation, any company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any company acquiring all or substantially all of the assets or business of the Corporation. Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 15

GENERAL PROVISIONS

15.1 Forfeiture Events.

Without limiting in any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law, and for greater clarity, the Participant’s rights, payments and benefits with respect to an Award shall, at the sole discretion of the Committee, be subject to reduction, cancellation, forfeiture of any vested and unvested Awards or recoupment of any payments or settlements made in the current Fiscal Year or immediately prior Fiscal Year (provided such determination is made within 45 days of the end of that Fiscal Year) upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such specified events shall include, but shall not be limited to, any of: (a) the Participant’s failure to accept the terms of the Award Agreement, violation of material Corporation and Affiliate policies, breach of non-competition, confidentiality, non-solicitation, non-interference, corporate property protection or other agreements that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Corporation and Affiliates; (b) the Participant’s misconduct, fraud, gross negligence; and (c) the restatement of the financial statements of the Corporation that resulted in Awards which should not have vested, settled, or been paid had the original financial statements been properly stated. The Participant will not be entitled to any compensation or damages in respect of any reduction, cancellation or forfeiture of vested or unvested Awards or recoupment of any payments in connection with this Section 15.1.

15.2 Cessation of Vesting and Eligibility for Awards following Termination.

A Participant’s eligibility to be granted Awards under the Plan ceases on the Termination Date. Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting engagement or directorship, as the case may be, with the Corporation or an Affiliate for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s

27 -

employment, consulting engagement or directorship; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Corporation or an Affiliate that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, consulting engagement or service as a Director.

15.3 Legend.

The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

15.4 Delivery of Title.

The Corporation shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

15.5 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

15.6 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

15.7 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

28 -

15.8 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

15.9 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such other plan, policy, program or arrangement.

15.10 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

15.11 Compliance with Canadian Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

15.12 Termination of a Directorship.

Unless otherwise specified in an Award Agreement or otherwise determined by the Board:

(a) where, in the case of a Director, a Participant’s term of office is terminated by the Corporation or an Affiliate for breach by the Director of their fiduciary duty to the Corporation or an Affiliate (as determined by the Board in its sole discretion), then any Awards, other than DSUs (and related dividend equivalents), held by the Director at the Termination Date will be immediately forfeited to the Corporation on the Termination Date;
(b) where, in the case of a Director, a Participant’s term of office terminates for any reason other than death or Disability or a breach of their fiduciary duty to the Corporation (as determined by the Board in its sole discretion), the Board may, in its sole discretion, at any time prior to or following the Termination Date provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the Participant on the Termination Date; and
(c) the Participant will not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the termination of the Participant’s term of office as a Director.
29 -

ARTICLE 16

LEGAL CONSTRUCTION

16.1 Number.

Except where otherwise indicated by the context, plural terms used herein shall include the singular, and the singular shall include the plural.

16.2 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

16.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16.4 Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

16.5 Compliance with Employment Standards.

It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL and it is the intention of the Corporation and its Affiliates to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan shall: (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with ESL. In the event that ESL provides for a superior right or entitlement upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, a Participant will be provided with a Participant’s minimum Statutory Entitlements in substitution for a Participant’s rights under the Plan. There shall be no presumption of strict interpretation against the Corporation or any Affiliates.

16.6 Compliance with Section 409A of the Code.

(a) To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that this Plan and any Awards made hereunder shall not provide for the payment of “deferred compensation” within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This
30 -

Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent.

(b) To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of “change in control event,” “disability,” or “separation from service,” as the case may be, in Section 409A of the Code and applicable proposed or final treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Award Agreement.
(c) The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Article 16.5 will apply to a Participant who is subject to taxation under the ITA.

SCHEDULE B

BENZ MINING CORP. AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee (the “ Committee ”) will consist of a majority of independent directors and is appointed by the Board of Directors (the “ Board ”) of Benz Mining Corp. (the “ Company ”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Company. The Committee’s primary duties and responsibilities are to:

conduct such reviews and discussions with management and the independent auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Company and ensure implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
review the quarterly and annual financial statements and management's discussion and analysis of the Company's financial position and operating results and report thereon to the Board for approval of same;
select and monitor the independence and performance of the Company's outside auditors (the “ Independent Auditors ”), including attending at private meetings with the Independent Auditors and reviewing and approving all renewals or dismissals of the Independent Auditors and their remuneration; and provide oversight to related party transactions entered into by the Company.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditors as well as any officer of the Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Company and has the authority to retain, at the expense of the Company, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

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

III. COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal and listing requirements, including, without limitation, those of the TSX Venture Exchange (“ TSX-V ”), the Business Corporations Act (British Columbia) and all applicable securities regulatory authorities.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
Each member of the Committee shall be “financially literate” (as defined by applicable securities laws and regulations).
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two of the members of the Committee present either in person or by telephone shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The Committee may invite such officers, directors and employees of the Company and its subsidiaries as it may see fit, from time to time, to attend at meetings of the Committee.
The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Audit Committee shall require the approval of the Board prior to implementation.

IV. RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements. With respect to the annual and interim financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
The Committee shall review management's internal control report and the evaluation of such report by the Independent Auditors, together with management’s response.
The Committee shall review the financial statements, management’s discussion and analysis relating to annual and interim financial statements, annual and interim earnings press releases and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Company publicly discloses this information.
The Committee shall be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in subsection (3), and periodically assess the adequacy of these procedures.
The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Company in charge of financial matters, to review accounting practices,

internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Company in charge of financial matters, deems appropriate.

The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Company may be subject, and assess the steps management has taken to minimize such risks.
The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management’s response and subsequent follow-up to any identified weaknesses.
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Committee shall provide oversight to related party transactions entered into by the Company.

B. Independent Auditors

The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services (including, without limitation, the review of any interim financial statements of the Company by the Independent Auditors at the discretion of the Committee) not prohibited by law to be provided by the Independent Auditors.
The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
The Committee shall review the Independent Auditor’s audit plan, including scope, procedures and timing of the audit.
The Committee shall review the results of the annual audit with the Independent Auditors,

including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.

The Committee shall obtain timely reports from the Independent Auditors describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent Auditors' preferred treatment and material written communications between the Company and the Independent Auditors.
The Committee shall review fees paid by the Company to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
The Committee shall review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Company.
The Committee shall monitor and assess the relationship between management and the external auditors, and monitor and support the independence and objectivity of the external auditors.

C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

SCHEDULE C

TERMS AND CONDITIONS OF THE BROKER OPTIONS

The key terms of the Broker Options are summarized as follows:

1 ( Entitlement ): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.
2 ( Issue Price ): An amount of $0.00001 per Lead Manager Options.
3 ( Exercise Price and Expiry Date ): The Options have an exercise price of C$0.63 per Option ( Exercise Price ) and will expire on at 5.00pm (AWST) on or before the day that is three years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
4 ( Shareholder Approval ) The issue of the Lead Manager Options is subject to the Company obtaining prior shareholder approval for their issue.
5 ( Exercise Period ): Each Option is exercisable at any time and from time to time on or prior to the Expiry Date.
6 ( Quotation of the Options ): The Options will be unquoted.
7 ( Transferability of the Options ): The Options are not transferable and only with the prior written approval of the Company and subject to compliance with the Corporations Act.
8 ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Canadian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
9 ( Lodgement instructions ): Cheques shall be in Canadian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Share Registry.
10 ( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then Shares of the Company.
11 ( Quotation of Shares on exercise ): If admitted to the official list of the TSX Venture Exchange Inc. ( TSX-V ) at the time, application will be made by the Company to TSX-V for quotation of the Shares issued upon the exercise of the Options in accordance with

the applicable policies of the TSX-V included in the TSX Corporate Finance Manual ( TSX Policies ).

12 ( Timing of issue of Shares ): Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will issue the Shares and deliver certificates representing the Shares with the appropriate legends affixed thereto.
13 ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
14 ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
15 ( Adjustment for entitlements issue ): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 14 will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.
16 ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied in accordance with the TSX Policies.
17 ( Hold Period ) Subject to applicable securities law and stock exchange requirements, the Options will be subject to a four-month hold period. If the Options were to be exercised prior to the 4 month hold period, the issued Shares would be subject to the 4 month hold period from the date of issue of the Options. In the alternative, if the Options were exercised after the 4 month hold period from the date of issuance, the 4 month hold period would no longer apply.

==> picture [36 x 239] intentionally omitted <==

BENZ MINING CORP.

Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

000001

==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class COMMON

Holder Account Number

C1234567890 XXX

Fold

Form of Proxy - Annual General and Special Meeting to be held on Wednesday, December 14, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
This proxy should be read in conjunction with the accompanying documentation provided by Management.

Fold

Proxies submitted must be received by 10:00 am (Perth Time), on Monday, December 12, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [25 x 32] intentionally omitted <==

To Vote Using the Telephone

Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

==> picture [35 x 32] intentionally omitted <==

To Vote Using the Internet

Go to the following web site: www.investorvote.com
Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

CPUQC01.E.INT/000001/i1234

01V40B

C1234567890

MR SAM SAMPLE

XXX 123

==> picture [155 x 34] intentionally omitted <==

Appointment of Proxyholder

I/We being holder(s) of securities of Benz Mining Corp. (the “Company”) hereby appoint: Xavier Braud, Chief Executive Officer of the Company, or failing this person, Mathew O’Hara, director of the Company (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone other than Xavier Braud or Mathew O’Hara.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Suite 23, 513 Hay Street, Subiaco WA 6008, Australia on Wednesday, December 14, 2022 at 10:00 am (Perth time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
	For	Against
1. Number of Directors
To fx the number of directors of the Company at four (4).
2. Election of Directors For Withhold For Withhold	For	Withhold

01. Evan Cranston 02. Mathew O’Hara 03. Nicholas Tintor			Fold
04. Peter Williams
	For	Withhold
3. Appointment of Auditors
Appointment of Lancaster & David, Chartered Professional Accountants, as Auditors of the Company for the ensuing year.
4. Remuneration of Auditors Authorize the directors of the Company to fx the Auditors remuneration for the ensuing year. 5. Approval of Omnibus Equity Incentive Compensation Plan To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s Omnibus Equity Incentive Compensation Plan to take effect and replace the Company’s current 10% rolling stock option plan, as more particularly described in the Information Circular. 6. Approval of 10% Placement Facility To consider and, if thought ft, to pass with or without amendment, as a special resolution, that the Company have the additional capacity to issue equity securities provided for in ASX Listing Rule 7.1A on the terms and conditions in the Information Circular. For `SAMPLE`	For Against	Against Abstain
7. Ratifcation of prior issue of Placement Shares To consider and, if thought ft, to pass with or without amendment, as an ordinary resolution, that the issue of 7,929,317 Shares at C$0.883 per Share to raise approximately C$7 million is ratifed under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular.
8. Ratifcation of prior issue of Placement Shares To consider and, if thought ft, to pass with or without amendment, as an ordinary resolution, that the issue of 3,945,813 Shares at C$0.76 per Share to raise approximately C$3 million is ratifed under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular.			Fold

9. Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 4,558,870 Shares at A$0.48 per Share to raise approximately A$2.19 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular.

10. Ratification of prior issue of Broker Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, that the issue of 1,400,000 Options to Euroz Hartleys Ltd (or its nominees) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Information Circular.

==> picture [73 x 45] intentionally omitted <==

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

Z B N Q

A R 1

X X X X

3 4 4 2 5 8

999999999999

01V41B

==> picture [7 x 32] intentionally omitted <==

==> picture [8 x 30] intentionally omitted <==

==> picture [28 x 20] intentionally omitted <==

==> picture [26 x 20] intentionally omitted <==

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

ARBN 642 228 804

Online:

www.investorcentre.com/contact

BNZRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 10:00am (AWST) Sunday, 11 December 2022.

CDI Voting Instruction Form

How to Vote on Items of Business

Lodge your Form:

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 1 November 2022 entitles you to one vote.

Online:

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form Lodge your vote online at gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the www.investorvote.com.au using your underlying shares on your behalf. You need to return the form no later than the time and date secure access information or use your shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS mobile device to scan the personalised Depositary Interest votes and to vote on the underlying shares. QR code. Your secure access information is SIGNING INSTRUCTIONS FOR POSTAL FORMS Control Number: 999999 Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should PIN: 99999 sign.

Control Number: 999999

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

XX

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000003

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

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


----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I ND

==> picture [21 x 21] intentionally omitted <==

CDI Voting Instruction Form

Please mark

to indicate your directions

CHESS Depositary Nominees will vote as directed

Voting Instructions to CHESS Depositary Nominees Pty Ltd

Please mark box A OR B

I/We being a holder of CHESS Depositary Interests of Benz Mining Corp, hereby direct CHESS Depositary Nominees Pty Ltd (CDN) to:

vote on my/our behalf with respect to the Resolutions below in the manner instructed in Step 2 below.

OR

==> picture [13 x 13] intentionally omitted <==

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

B
----- End of picture text -----

appoint the Chairman of the meeting

OR

to attend, speak and vote the shares underlying my/our holding at the Annual General and Special Meeting of Benz Mining Corp. ("the Company") to be held at the Suite 23, 513 Hay Street, Subiaco WA 6008, Australia, on Wednesday, December 14, 2022 at 10:00am (Perth time) and at any adjournment of that meeting. CDN instructs its proxy to vote on the resolutions proposed at the meeting in accordance with the directions in Step 2 below. Where no direction is given, the proxy may vote as they see fit. In addition, the proxy can vote as they see fit on any other business of the meeting, including amendments to the and at any adjournment of the meeting.

The Chairman of the Meeting intends to vote all valid undirected proxies in favour of each item of business, set out in Step 2 below.

[PLEASE NOTE: If you mark the ] Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll [Abstain ][box for an item, you are directing CHESS Depositary] and your votes will not be counted in computing the required majority.

Items of Business

==> picture [88 x 96] intentionally omitted <==

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

For Against
For Abstain
For Abstain
----- End of picture text -----

1 Numbers of Directors

To set the number of Directors at four (4)

2 Election of Directors

==> picture [367 x 128] intentionally omitted <==

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

For Abstain
01 Evan Cranston 02 Mathew O’Hara
03 Nicholas Tintor 04 Peter Williams
Appointment of Auditors
Appointment of Lancaster & David, Chartered Professional Accountants, as Auditors of the Company for the ensuing year.
Remuneration of Auditors
Authorize the directors of the Company to fix the Auditors remuneration for the ensuing year
Approval of the Omnibus Equity Incentive Compensation Plan
To establish an incentive compensation plan called the Omnibus Equity Incentive Compensation Plan (the “ SAMPLE Plan
----- End of picture text -----

3 Appointment of Auditors

==> picture [86 x 24] intentionally omitted <==

==> picture [417 x 62] intentionally omitted <==

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

Appointment of Lancaster & David, Chartered Professional Accountants, as Auditors of the Company for the ensuing year.
4 Remuneration of Auditors
Authorize the directors of the Company to fix the Auditors remuneration for the ensuing year
5 Approval of the Omnibus Equity Incentive Compensation Plan
To establish an incentive compensation plan called the Omnibus Equity Incentive Compensation Plan (the “ Plan ”).
----- End of picture text -----

==> picture [86 x 31] intentionally omitted <==

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

For Against
----- End of picture text -----

==> picture [86 x 23] intentionally omitted <==

6 Approval of 10% Placement Facility

==> picture [87 x 31] intentionally omitted <==

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

For Against Abstain
----- End of picture text -----

To approve the additional capacity to issue equity securities provided for in ASX Listing Rule 7.1A on the terms and conditions in the Information Circular .

7 Ratification of prior issue of Placement Shares

==> picture [86 x 24] intentionally omitted <==

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution that the issue of 7,929,317 Shares at C$0.883 per Share to raise approximately C$7 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular

8 Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution that the issue of 3,945,813 Shares at C$0.76 per Share to raise approximately C$3 million is ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Information Circular

==> picture [86 x 23] intentionally omitted <==

9 Ratification of prior issue of Placement Shares

==> picture [86 x 24] intentionally omitted <==

10 Approval to issue Broker Options

==> picture [86 x 24] intentionally omitted <==

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

9 9 9 9 9 9 A

B N Z

AI assistant

Benz Mining Corp. — AGM Information 2022

47017_rns_2022-11-16_2d70b83b-e5b4-4006-ab8c-2146ef3150a0.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

Wednesday, December 14, 2022

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

VOTING OF PROXIES

BENEFICIAL HOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

I. Financial Statements

II. Appointment and Remuneration of Auditors

III. Fixing the Number of Directors

IV. Election of Directors

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

V. Approval of the Omnibus Equity Incentive Compensation Plan

Additional Terms for Options

Additional Terms for DSUs

Additional Terms for RSUs

Additional Terms for PSUs

Voting Exclusion

Requirements under ASX Listing Rule 7.2 exception 13(b)

General

ASX Listing Rules 7.1 and 7.2, exception 13(b)

Specific information required by ASX Listing Rule 7.2, exception 13(b)

Board recommendation

VI. Approval of 10% Placement Facility

Voting Exclusion

General

Listing Rule 7.1A

(A x D) – E

(" Minimum Issue Price ").

(" 10% Placement Period ").

Specific information required by ASX Listing Rule 7.3A

Shareholders should note that there is a risk that:

Board recommendation

VII. Ratification of prior issue of 7,929,317 Flow Through Placement Shares

Voting Exclusion

General

Listing Rules 7.1 and 7.4

Specific information required by ASX Listing Rule 7.5

Board recommendation

VIII. Ratification of prior issue of 3,945,813 Flow Through Placement Shares

Voting Exclusion

General

Listing Rules 7.1 and 7.4

Specific information required by ASX Listing Rule 7.5

Board recommendation

IX. Ratification of prior issue of Hard Placement Shares

Voting Exclusion

General

Listing Rules 7.1 and 7.4

Specific information required by ASX Listing Rule 7.5

Board recommendation

X. Approval to issue Broker Options

Voting Exclusion

General

ASX Listing Rule 7.1

Specific information required by ASX Listing Rule 7.3

Board recommendation

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION (For the financial year ended April 30, 2022)

(each a “ Named Executive Officer ” or “ NEO ”).

Compensation Discussion and Analysis

Option-Based Awards

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Termination and Change of Control Benefits

Director Compensation

Director Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Benz Mining Corp. AGM Information 2022