NOTICE OF ANNUAL GENERAL & SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

TO BE HELD AT 10:00 A.M. ON WEDNESDAY, SEPTEMBER 16, 2020

BLUE SKY URANIUM CORP.

$\sim$

837 West Hastings Street, Suite 312 Vancouver, B.C. V6C 3N6

Suite 312, 837 West Hastings Street Vancouver, British Columbia V6C 3N6

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general & special meeting (the "Meeting") of the shareholders ("Shareholders") of Blue Sky Uranium Corp. ("Blue Sky" or the "Company") will be held VIA LIVE TELECONFERENCE on Wednesday, September 16, 2020 at 10:00 a.m. (Vancouver time) for the following purposes:

$1.$ to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, and the reports of the auditors thereon:
$2.$ to elect the directors for the ensuing year:
$3.$ to appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration:
1. to consider, and if thought fit, to pass an ordinary resolution to approve a new stock option plan for the Company, as more particularly described in the accompanying Information Circular (the "Circular");
1. to consider and, if thought fit, to pass a special resolution to amend and replace the special rights and restrictions attaching to the common shares and eliminate the class of preferred shares, as more particularly described in the accompanying Information Circular:
1. to consider and, if thought fit, to pass a special resolution to approve the adoption of a new form of Articles of the Company, as more particularly described in the accompanying Information Circular; and
$7.$ to transact such further and other business as may properly be brought before the Blue Sky Meeting or any adjournment or postponement thereof.

Accompanying this Notice is the Information Circular in respect of the Meeting, which includes detailed information relating to the matters to be addressed at the Meeting, and a form of proxy.

In response to the COVID-19 pandemic, the British Columbia government issued B.C. Ministerial Order No. M116, x.2 that provides companies with temporary relief from the location requirements for a shareholder meeting under the Business Corporations Act (British Columbia). In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company's shareholders, employees, communities and other stakeholders, the Company will be holding the Meeting entirely by teleconference.

Registered shareholders and duly appointed proxy holders may participate in the meeting via a live teleconference. Registered shareholders and duly appointed proxy holders who have properly registered prior to the meeting as outlined below, will be able to ask questions of management via the live teleconference at the conclusion of the meeting. All other shareholders and stakeholders can attend the meeting via teleconference without pre-registering as outlined below but will not be permitted to ask questions at the conclusion of the meeting.

In order to be permitted to ask questions at the conclusion of the meeting, registered shareholders and duly appointed proxy holders must register via the following link prior to proxy cut-off time at 10:00 a.m. (Vancouver time) on Friday, September 11, 2020:

http://services.choruscall.ca/DiamondPassRegistration/register?confirmationNumber=10010744&linkSecuritySt ring=949334b80

After the registration has been completed, such registered shareholders and duly appointed proxy holders will be assigned a unique PIN and dial-in telephone number. It is recommended that you attempt to connect at least ten minutes prior to the scheduled start time of the meeting.

All other shareholders and interested parties wishing to attend the meeting by teleconference, but without the ability to ask questions from management, may dial the following toll-free or international toll number approximately five minutes prior to the start of the meeting and ask the operator to join the Argentina Lithium Meeting:

Canada/USA Toll Free: 1-800-319-4610 or

International Toll: +1-604-638-5340

Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference, in person voting will not be permitted at the Meeting. If you are a registered shareholder, please exercise your right to vote by signing and returning the enclosed form of Proxy to the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by toll-free fax (North America fax 1-866-249-7775; International fax +1-416-263-9524) not later than 10:00 AM (Vancouver time) on Friday, September 11, 2020, or at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

The enclosed form of Proxy appoints nominees of the Company's management as proxyholder and you may amend the Proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.

If your common shares of Blue Sky are held in a brokerage account, then you are an unregistered Shareholder, or a beneficial holder, and received these materials through your broker or through another intermediary. Please complete and return the proxy form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided by such broker or other intermediary well in advance of the Meeting.

DATED this 13^th day of August, 2020.

BLUE SKY URANIUM CORP.

"Nikolaos Cacos" Nikolaos Cacos President, CEO and Director

GLOSSARY OF DEFINED TERMS

The following is a glossary of certain terms used in this Circular. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. Certain additional terms are defined within the body of this Circular and in such cases will have the meanings ascribed thereto

"BCBCA"	The Business Corporations Act (British Columbia).
"Blue Sky" or the "Company"	Blue Sky Uranium Corp., a company existing under the BCBCA.
"Board"	The Board of Directors of Blue Sky.
"CDS"	CDS Clearing and Depository Services Inc.
"Chief Executive Officer" or "CEO"	Means each individual who acted as chief executive officer of the Company or acted in a similar capacity for any part of the most recently completed financial year.
"Chief Financial Officer" or $"$ CFO"	Means each individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year.
"Circular"	This information circular of Blue Sky sent to the Shareholders in connection with the Meeting.
"Code"	The Code of Business Conduct and Ethics adopted by Blue Sky for its directors, officers, employees and consultants.
"Competitive Entity"	Means any person, firm, association, partnership, corporation or other entity engaged in mineral exploration within two kilometres of mineral claims owned by the Company.
"executive officer"	An individual who at any time during the most recently completed financial year was:
	(a) a chair, vice-chair or president of the Company;
	(b) a vice-president of the Company in charge of a principal business unit, division or function including sales, finance or production; or
	(c) performing a policy-making function in respect of the Company.
"Grosso Group"	Grosso Group Management Ltd.
"incentive plan"	Means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period.
"incentive plan award"	Means compensation awarded, earned, paid or payable under an incentive plan.
"Intermediary"	Means a bank, trust company, credit union, registered representative, broker, or other financial institution.
"Management Proxyholders"	The persons whose names are printed in the form of proxy for the Meeting are directors or officers of Blue Sky.
"Meeting"	The Annual General and Special Meeting of Blue Sky Shareholders to be held at 10:00 a.m. (Vancouver time) on September 16, 2020.
"Meeting Materials"	The Notice of Meeting, this Circular and the proxy.

"Named Executive Officers" or "NEOs"	Means the following individuals:
	(a) each CEO;
	(b) each CFO;
	(c) the Company's most highly compensated executive officer, or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than \$150,000 for that financial year; and
	each additional individual who would be a NEO under (c) above, 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.
"NI 52-110"	National Instrument 52-110 - Audit Committees.
"NI 58-101"	National Instrument 58-101 - Disclosure of Corporate Governance Practices.
"Non-Registered Shareholder"	A person who is not a Registered Shareholder in respect of Shares which are held on behalf of that person.
"option-based award"	Means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.
"plan"	Any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons.
"Record Date"	August 12, 2020.
"Registered Shareholder"	A person who is a Registered Shareholder in respect of Shares which are held by that person.
"Shares"	Common shares without par value in Blue Sky.
"share-based award"	Means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.
"Shareholder"	At any time, the holders at that time of Shares.
"Statement of Executive Compensation" or "Form 51-102F6V"	National Instrument Form 51-102F6V - Venture Issuers, as amended.
"Stock Option Plan"	The stock option plan adopted by Blue Sky.
"VIF"	A voting instruction form.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular contains certain forward-looking statements that involve various risks and uncertainties. Forwardlooking statements are statements that relate to future events or financial performance. In some cases you can identify forward-looking statements by the use of terminology such as "aims", "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions, although not all forward-looking information contains these identifying words. Forward-looking information includes statements that reflect management's expectation regarding Blue Sky's growth, results of operations, performance, business prospects and opportunities. Such forward-looking information reflects management's current beliefs and is based on information available to them and/or assumptions management believes are reasonable. These forward-looking statements speak only as of the date of the information circular. Forward-looking information includes, but is not limited to, statements about strategic plans, plans regarding exploration on properties, and the acquisition of projects. Forward-looking information is necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including, without limitation: the ability of the Company to access financing, appropriate equipment and sufficient labour; the loss of key personnel; risks related to future exploration, development, mining and mineral processing; the accuracy of mineral reserve and mineral resource estimates; environmental risks; the impact of general business and economic conditions; fluctuations in the price of minerals; risks associated with mining activities situated entirely in a single country; political uncertainties; risks associated with potential changes in governmental legislation or regulatory requests; and the risk that permits and regulatory approvals necessary to develop and operate a mine on the Company's property will not be available on a timely basis, on reasonable terms or at all. Additional risks respecting the business and operations of Blue Sky are also identified under the heading "Risk Factors and Uncertainties" contained in the Company's Management Discussion and Analysis (a copy of which may be obtained at www.SEDAR.com).

Although any forward-looking statements contained in this Information Circular are based upon what management currently believes to be reasonable assumptions, the Company cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Suite 312, 837 West Hastings Street Vancouver, British Columbia V6C 3N6

INFORMATION CIRCULAR

(Containing information as at August 13, 2020 unless otherwise indicated)

GENERAL PROXY INFORMATION

You have received this Management Information Circular (the "Circular") because you owned shares of Blue Sky Uranium Corp. (the "Company") as of the Record Date of August 12, 2020 for the 2020 Annual General and Special Meeting of Shareholders to be held on September 16, 2020 at 10:00 a.m. (Vancouver time) and at any adjournments thereof. You have the right to attend the Meeting and vote on various items of business.

In response to the COVID-19 pandemic, the British Columbia government issued B.C. Ministerial Order No. M116, x.2 that provides companies with temporary relief from the location requirements for a shareholder meeting under the Business Corporations Act (British Columbia) (the "BCBCA"). In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company's shareholders, employees, communities and other stakeholders, the Company will be holding the Meeting entirely by teleconference.

http://services.choruscall.ca/DiamondPassRegistration/register?confirmationNumber=10010744&linkSecuritySt ring=949334b80

Canada/USA Toll Free: 1-800-319-4610 or

International Toll: +1-604-638-5340

Both the Board of Directors of the Company and management of the Company encourage you to vote. On behalf of the Board and Management, we will be soliciting votes for the Meeting and any meeting that is reconvened if it is postponed or adjourned. The costs of solicitation by management will be borne by the Company.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting and any adjournments thereof.

While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of Blue Sky. Blue Sky may reimburse shareholders, nominees or agents for any costs incurred in obtaining from their principals' proper authorization to execute proxies. Blue Sky may also reimburse brokers and other persons holding shares in their own name or in the names of their nominees for expenses incurred in sending proxies and proxy materials to the beneficial owners thereof to obtain their proxies. All costs of all solicitations on behalf of management of the Company will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy for Blue Sky will constitute the persons named in the enclosed form of proxy as the Shareholder's proxyholder. The persons whose names are printed in the enclosed form of proxy for the Meeting are directors or officers of the Company (collectively, the "Management Proxyholders").

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

VOTING BY PROXY

Shares represented by properly executed proxies of Blue Sky and in the accompanying form will be voted or withheld from voting on each respective matter where a poll is requested or required in accordance with the instructions of the Shareholder, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.

If no choice is specified and one of the Management Proxyholders is appointed by a Shareholder as proxyholder, it is intended that such person will vote in favour of the matters to be voted on at the Meeting.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of Blue Sky knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Each proxy must be dated and signed by the Intermediary (see "Non-Registered Shareholders" below) acting on behalf of a Shareholder or by the Shareholder or his/her attorney authorized in writing. In the case of a

corporation, the proxy must be dated and executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation.

Completed forms of the proxy must be returned to the Company's registrar and transfer agent, Computershare Investor Services Inc. by mail or delivery to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or as otherwise indicated in the instructions contained on the form of proxy (including, where applicable, through the transfer agent's internet and telephone proxy voting services). All proxies in respect of the Meeting must be completed and received not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the commencement of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

REGISTERED AND NON-REGISTERED SHAREHOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

Most Shareholders are "non-registered" shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank, trust company or other Intermediary through which they purchased or deposited the shares. More particularly, a Non-Registered Shareholder holds shares which are registered either in the name of: (a) an Intermediary that the Non-Registered Shareholder deals with in respect of said shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIFs, RESPs and similar plans); or (b) a clearing agency (such as CDS of which the Intermediary is a participant). Blue Sky has distributed copies of the Meeting Materials to its Registered Shareholders and to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

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

$(a)$ a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted to the number of shares beneficially owned by the Non-Registered Shareholder 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 Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Blue Sky's transfer agent as provided above; or
$(b)$ more typically, a VIF, which the Non-Registered Shareholder must complete and sign in accordance with the directions on the VIF. The majority of brokers now delegate the responsibility for obtaining voting instructions to a third party called Broadridge. Broadridge typically will send a VIF by mail and ask that it be returned to them (the Broadridge VIF also allows voting by telephone and Internet). Broadridge tabulates the results and provides the instructions to Blue Sky's transfer agent respecting the voting of shares to be represented at the Meeting. As a beneficial owner, a VIF received from Broadridge cannot be used to vote the Non-Registered Shareholder's shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have your shares voted.

In either case, the purpose of this procedure is to permit Non-Registered Shareholders to direct the voting of the shares which they beneficially own. Should a Non-Registered Shareholder receive one of the above forms and wish to vote at the Meeting in person, the Non-Registered Shareholder should strike out the names of the Management Proxyholders and insert the Non-Registered Shareholder's name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

These securityholder materials are being sent to both Registered and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Company 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.

REVOCABILITY OF PROXY

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been used. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the Registered Shareholder or by his attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited at the registered office of Blue Sky at Suite 312, 837 West Hastings Street, Vancouver, British Columbia Canada V6C 3N6, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of such Meeting. Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf well in advance of the Meeting.

RECORD DATE

The Record Date for the determination of Shareholders entitled to receive notice of, attend and vote at the Meeting was fixed by the Board as August 12, 2020.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Issued and Outstanding without par value: Authorized Capital:

120,110,232 Common Shares Unlimited Common Shares without par value

As there will be no in person attendance or voting at the meeting, votes received by the Proxy Deadline for each matter set out in the Notice will be tabulated in advance of the Meeting by Computershare and compiled in a Proxy Report. The determination as to whether a particular matter has been approved, a particular individual has been appointed or a particular resolution has been passed will be made solely on the basis of the voting results set out in the Proxy Report. Since no in person voting will be permitted due to the COVID-19 pandemic and voting results respecting matters set out in the Notice will be determined solely on the basis of the voting results set out in the Proxy Report, no ballots will be permitted at the Meeting. All results will be determined by reference to the Proxy Report. Management will advise at the Meeting, the voting results for each matter set out in the Proxy Report and shareholders will be entitled to request a copy of the Proxy Report from management after the meeting.

To the knowledge of the Company's directors and executive officers, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company as at the Record Date.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or officers of Blue Sky, any person who has held such a position since the beginning of the last completed financial year of Blue Sky nor any associate or affiliate of the foregoing persons, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting. For the purpose of this disclosure, "associate" of a person means: (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding securities of the issuer; (b) any partner of the person; (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which a person serves as trustee or similar capacity; and (d) a relative of that person if the relative has the same home as that person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this section, "Informed Person" means (i) a director or executive officer of the Company; (ii) a director or executive officer of a person or company that is itself an Informed Person or subsidiary of the Company; and (iii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company.

No Informed Person, or any associate or affiliate of any Informed Person, has any material interest, direct or indirect, in any transaction since the commencement of Blue Sky's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Blue Sky or any of its subsidiaries.

QUORUM

The Articles of the Company provide that a quorum for the transaction of business at any meeting of Shareholders shall be two Shareholders or one or more proxyholders representing two Shareholders or one Shareholder and one proxyholder representing another Shareholder.

MATTERS FOR CONSIDERATION AT THE MEETING

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed Proxy will be voted for the nominees listed herein. Blue Sky's management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until his/her successor is elected or appointed, unless his/her office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act (British Columbia).

Management of Blue Sky proposes to nominate the persons listed below for election as directors. Information concerning such persons, as furnished by the individual nominees as at August 12, 2020 is as follows:

Name, province and country of residence and present office held ⁽¹⁾	Period as director	Number of Shares beneficially owned, or controlled or directed, directly or indirectly $(1)$	Principal occupation or employment and, if not a previously elected director, occupation during the past five years
NIKOLAOS CACOS (2)(3) President, CEO and Director British Columbia, Canada	Since August 2014	Nil (directly) 2,800,000 (indirectly)	President of Cacos Consulting Ltd.; director and officer of Grosso Group Management Ltd.; director of several mineral exploration companies.
DAVID TERRY (2)(3) Director British Columbia	Since July 2012	9,273 (directly) $1,000,000$ (indirectly)	Professional Geologist, Senior Executive and Corporate Director.
JOSEPH GROSSO ⁽²⁾⁽³⁾ British Columbia, Canada Director, Chairman	Director since September 2017	7,035,725 (directly) Nil (indirectly)	Chairman, President and director of Grosso Group Management Ltd. since 2004: Executive Chairman, director, President and CEO of Golden Arrow Resources Corporation since 2004; and Chairman and director of Argentina Lithium & Energy Corp. since 2016.

(1) Shares beneficially owned, controlled or directed, directly or indirectly at August 12, 2020 based upon information furnished to the Company by the nominee or on SEDI.

(2) Member of the Audit Committee.

(3) Member of the Compensation and Governance Committee.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, none of the foregoing nominees for election as a director of the Company:

(a) is as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer, or chief financial officer of any company that:
$i.$ was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order"), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer of such company; or
$ii.$ was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer of such company;
(b) is, or within the last 10 years has been, a director or executive officer of any company (including the Company) that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets; or
(c) has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

To the knowledge of the Company, none of the nominees for election as director of the Company has been subject to:

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

You can vote for the election of all the nominees described above, vote for the election of some of them and withhold from voting for others, or withhold from voting for all of them.

The persons designated in the accompanying form of proxy will vote in favor of the appointment of Nikolaos Cacos, Joseph Grosso and David Terry as directors of the Company, unless the Shareholder specifies in the form of proxy to withhold from voting.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about Blue Sky's executive compensation objectives and processes and to discuss compensation decisions relating to its Named Executive Officers listed in the Table of Compensation Excluding Compensation Securities that follows.

Blue Sky is an exploration stage company engaged in the exploration and development of mineral property interests.

Blue Sky has, as of yet, no significant revenues from operations and often operates with limited financial resources to ensure that funds are available to complete scheduled programs. As a result, the directors of Blue Sky have to

consider not only the financial situation of Blue Sky at the time of the determination of executive compensation, but also the estimated financial situation of Blue Sky in the mid and long term. An important element of executive compensation is that of stock options, which do not require cash disbursement by Blue Sky. Additional information about Blue Sky and its operations is available in the audited consolidated financial statements and MD&A for the years ended December 31, 2019 and 2018, which are available for viewing under Blue Sky's profile on SEDAR at www.sedar.com.

Currencies

All financial amounts are stated in Canadian dollars unless otherwise indicated.

Named Executive Officers of Blue Sky

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

During its fiscal year ended December 31, 2019, the following two individuals were NEOs of Blue Sky, namely, Nikolaos Cacos, President and CEO, and Darren Urquhart, Chief Financial Officer.

Director and Named Executive Officer Compensation, excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company and/or its subsidiaries to each NEO and director of the Company for the two most recently completed financial years ended on December 31, 2019 and 2018. Options and compensation securities are disclosed under the heading "Stock Options and other Compensation Securities" of this Circular.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission (S)	Bonus (5)	Committee or meeting fees (5)	Value of perquisites $(5)$ (2)	Value of all other compensation (5)	Total compensation (\$)
Nikolaos Cacos	2019	60,000	Nil	Nil	Nil	Nil	60,000
President, CEO & Director ⁽¹⁾	2018	60,000	Nil	Nil	Nil	Nil	60,000
Darren Urguhart	2019	12,000	Nil	Nil	Nil	Nil	12,000
CFO	2018	12,000	Nil	Nil	Nil	Nil	12,000
Joseph Grosso	2019	50,000	Nil	Nil	Nil	Nil	50,000
Director	2018	50,000	Nil	Nil	Nil	Nil	50,000
David Terry	2019	97,770	Nil	Nil	Nil	Nil	97,770
Director	2018	72,270	Nil	Nil	Nil	Nil	72,270

¹ Mr. Cacos does not receive any compensation in his capacity as a director.

$2)$ The value of perquisites and benefits, if any, for each NEO or director was less than the lesser of \$50,000 and 10% of the total annual salary and bonus.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

No compensation securities were granted or issued by the Company to NEOs and/or directors of the Company during the financial year ended December 31, 2019. NEO and director holdings as at December 31, 2019 are as follows:

Name and position	Number of Stock Options held
NIKOLAOS CACOS	750,000
President, CEO & Director
DARREN URQUHART	200,000
CFO
JOSEPH GROSSO	1,000,000
Director
DAVID TERRY	350,000
Director

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2019.

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The Company does not have a share-based award plan other than the stock option plan referred to herein. The Company also does not have a pension plan or a long-term incentive plan.

The significant terms of the Company's stock option plan are set out below under the heading "Particulars of Matters to be Acted Upon - Approval of New Stock Option Plan".

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Joseph Grosso, Chairman of the Board

The Company and Oxbow International Marketing Corp. ("Oxbow"), a private company controlled by Mr. Joseph Grosso, entered into an engagement agreement, effective May 1, 2011 (the "Oxbow Agreement"), whereby Oxbow shall cause performance of all duties customarily performed by a Chairman of a publicly-traded company engaged in mineral exploration including formulating strategy, overseeing the affairs of the Company and executing its business plan. The Oxbow Agreement was replaced by a new agreement ("New Oxbow Agreement"), effective February 3, 2020, to update the language to be in line with current standards.

The termination provisions under the New Oxbow Agreement provide that a payment equal to two times the annual fee (the "Termination Fee") be paid to Oxbow in the event of termination without cause. The change of control ("Change of Control") provisions under the New Oxbow Agreement provide that a payment equal to two times the annual fee (the "Change of Control Fee") be paid to Oxbow in the event of a Change of Control. The definition of Change of Control is defined below.

Confidentiality provisions shall survive the termination of the New Oxbow Agreement for a period of one year after termination.

For twelve (12) months following the termination of the New Oxbow Agreement, Oxbow shall not: own or have any interest directly in, nor permit any of its personnel to act as an officer, director, agent, employee or consultant of a Competitive Entity (as defined in the New Oxbow Agreement). The restriction shall not apply where Oxbow holds less than five percent (5%) of the publicly traded securities of any Competitive Entity. Except as provided above, Oxbow shall be free to engage in, and receive the full benefit of, any activity that it sees fit to engage, whether or not competitive with the business of the Company.

During the year ended December 31, 2019, Mr. Grosso's total compensation from the Company was \$50,000 (2018 - \$50,000). Mr. Grosso's option-based compensation from the Company was \$Nil (2018 - \$177,610).

Nikolaos Cacos, President and Chief Executive Officer

The Company entered into an engagement agreement with Cacos Consulting, of which Nikolaos Cacos is a principal, related to the position of President and CEO of the Company, with effect as of August 31, 2014 (the "Cacos Consulting Agreement"). Mr. Cacos, on behalf of Cacos Consulting, shall cause performance of all duties customarily performed by a Vice President Corporate Development of a publicly-traded company engaged in mineral exploration including formulating strategy, assisting in the affairs of the Company and executing the Company's business plan for an annual fee of \$60,000 per year. The engagement relationship between Cacos Consulting and the Company is non-exclusive and Cacos Consulting may enter into engagement relationships with other companies. The Cacos Consulting Agreement was replaced by a new agreement ("New Cacos Consulting Agreement"), effective February 3, 2020, to update the language to be in line with current standards.

The termination provisions under the New Cacos Consulting Agreement provide that a payment equal to two times the annual fee (the "Termination Fee") be paid to Cacos Consulting in the event of termination without cause. The change of control ("Change of Control") provisions under the New Cacos Consulting Agreement provide that a payment equal to two times the annual fee (the "Change of Control Fee") be paid to Cacos Consulting in the event of a Change of Control. The definition of Change of Control is defined below.

Confidentiality provisions shall survive the termination of the New Cacos Consulting Agreement for a period of one year.

For twelve (12) months following the termination of the New Cacos Consulting Agreement, Cacos Consulting shall not: own or have any interest directly in, nor permit any of its personnel to act as an officer, director, agent, employee or consultant of a Competitive Entity (as defined in the New Cacos Consulting Agreement). The restriction shall not apply where Cacos Consulting holds less than five percent (5%) of the publicly traded securities of any Competitive Entity. Except as provided above, Cacos Consulting shall be free to engage in, and receive the full benefit of, any activity that it sees fit to engage, whether or not competitive with the business of the Company.

During the year ended December 31, 2019, Mr. Cacos' total compensation from the Company was \$60,000 (2018 -\$60,000). Mr. Cacos' option-based compensation from the Company was \$Nil (2018 - \$133,208).

Darren Urquhart, Chief Financial Officer

Pursuant to an engagement agreement between Blue Sky and Darren Urquhart Chartered Accountant Inc. ("DUCAI"), with effect as of April 25, 2014, (the "DUCAI Agreement"), DUCAI shall cause performance of all duties customarily performed by a CFO of a publicly-traded company engaged in a business similar to the Company's business. The DUCAI Agreement was replaced by a new agreement ("New DUCAI Agreement"), effective February 3, 2020, to update the language to be in line with current standards.

The termination provisions under the New DUCAI Agreement provide that a payment equal to the annual fee (the "Termination Fee") be paid to DUCAI in the event of termination without cause. The change of control ("Change of Control") provisions under the New DUCAI Agreement provide that a payment equal to the annual fee (the "Change of Control Fee") be paid to DUCAI in the event of a Change of Control. The definition of Change of Control is below.

Confidentiality provisions shall survive the termination of the New DUCAI Agreement for a period of one year after termination.

For twelve (12) months following the termination of the New DUCAI Agreement, DUCAI shall not: own or have any interest directly in, nor permit any of its personnel to act as an officer, director, agent, employee or consultant of a Competitive Entity (as defined in the New DUCAI Agreement). The restriction shall not apply where DUCAI holds less than five percent (5%) of the publicly traded securities of any Competitive Entity. Except as provided above, DUCAI shall be free to engage in, and receive the full benefit of, any activity that it sees fit to engage, whether or not competitive with the business of the Company.

During the year ended December 31, 2019, Mr. Urguhart's total compensation from the Company was \$12,000 (2018 - \$12,000). Mr. Urquhart's option-based compensation from the Company was \$Nil (2018 - \$35,522).

Change of Control

For the purposes of the above agreements, Change of Control means any of the following:

$(a)$ any change in the registered holdings or beneficial ownership of the outstanding common shares of the Company which results in a person or a group of persons acting jointly or in concert, or a person associated or affiliated with any such person or group being in position to exercise effective control of the Company as a "control person" as that term is defined in the Securities Act (British Columbia), which person or group could not previously exercise effective control of the Company, which for the purposes of this clause, shall be any such person or group holding, owning or controlling, directly or indirectly, securities sufficient to elect directors of the Company;

$(b)$ incumbent directors no longer constituting a majority of the Board of Directors of the Company;

$(c)$ the completion of a merger, amalgamation, arrangement, business combination or similar transaction with a person or group of persons that is not associated or affiliated (within the meaning of the Business Corporations Act (British Columbia) as amended) with the Company; or

$(d)$ the sale, lease or transfer of all or substantially all of the Company's assets.

In the event that within the twelve (12) month period immediately following a Change of Control (as defined in above), any of the following occur:

(a) the Agreement with the Company is terminated, other than for just cause;
(b) the designated personnel is placed in a position of lesser stature than that held immediately preceding the Change of Control; is assigned duties inconsistent with such position or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position immediately prior to the Change of Control; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect immediately preceding the Change of Control; or is accorded treatment on a general basis that is in derogation of status; or
(c) any requirement of the Company that the location at which the services to the Company are provided be outside a radius of 20 kilometres from the location at which the designated personnel performed such duties immediately before the Change of Control.

(each a "Change of Control Event");

then, by notice in writing within ninety (90) days of the Change of Control Event, this Agreement shall be deemed to have been terminated and the Company will, immediately upon such termination, pay the Change of Control Fee only. In addition, all options held by the above noted NEOs and directors shall vest immediately and the NEOs and directors will be entitled to exercise the stock options on the earlier of (i) the expiry date of the stock options, and (ii) 12 months from the date the NEO or director terminated the Agreement.

Estimated Incremental payments

NEO		Termination Without Cause (\$)	Change of Control (\$)
Joseph Grosso	Salary	100,000	100,000
	Bonus	Nil	Nil
	Options	Nil	Nil
Nikolaos Cacos	Salary	120,000	120,000
	Bonus	Nil	Nil
	Options	Nil	Nil
Darren Urquhart	Salary	12,000	12,000
	Bonus	Nil	Nil
	Options	Nil	Nil

Dr. David Terry and Vinland Holdings Ltd.

During the year ended December 31, 2019, Vinland Holdings Ltd. ("Vinland"), a private company controlled by Dr. Terry, a director of the Company, provided executive services as a consultant to the Company pursuant to a consulting agreement. Vinland's total compensation was \$97,770 (2018 - \$72,270), for geological services which included monthly consultant fees. Dr. Terry's option-based compensation from Blue Sky was \$Nil (2018 - \$62,164). Dr. Terry's agreement does not include termination, severance, constructive dismissal or change of control clauses.

Management Agreements

Please refer to the heading entitled "Management Contracts" below.

Non-NEO Directors

As at the year ended December 31, 2019, the Company had three directors, one of whom is also an NEO, namely Nikolaos Cacos.

Oversight and Description of Directors and NEO Compensation

The Company is an exploration stage company engaged in the exploration and development of mineral property interests. The Company has, as of yet, no significant revenues from operations and often operates with limited financial resources to ensure that funds are available to complete scheduled programs. As a result, the directors of the Company have to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation of the Company in the mid and long term. An important element of executive compensation is that of stock options, which do not require cash disbursement by the Company.

Compensation Objectives and Principles

The primary goal of Blue Sky's executive compensation package is to attract and retain the key executives necessary for Blue Sky's long-term success, to encourage executives to further the development of Blue Sky and its operations, and to motivate top quality and experienced executives.

Compensation Process

The process for determining executive compensation relies on the Board's discussions with the input from and upon the recommendation of the Compensation and Governance Committee. The members of the Compensation and Governance Committee are Nikolaos Cacos, David Terry and Joseph Grosso. Mr. Cacos brings over 25 years of management expertise in the mineral exploration industry. He has extensive experience in providing strategic planning to and administration of public companies. Mr. Cacos serves as a director and officer of several publicly traded companies. Dr. Terry has more than 30 years of experience focused on exploration for a wide spectrum of precious and base metal deposits throughout North and South America. He has held numerous senior positions

with both major and junior mining companies, including Boliden Limited, Westmin Resources Limited, Hemlo Gold Mines Inc., Cominco Limited and Gold Fields Mining Corporation. He holds a BSc and PhD from the University of Western Ontario. Mr. Grosso is the Founder of Grosso Group Management Ltd. Mr. Grosso's specialty is financing, negotiations, corporate and marketing strategies. He has successfully formed strategic alliances and negotiated with mining industry majors such as Barrick, Teck, Newmont, Viceroy (now Yamana Gold) and Vale, and government officials at all levels.

The Compensation and Governance Committee monitors compensation of the directors and executive officers of Blue Sky. The Compensation and Governance Committee periodically reviews the compensation paid to directors and management based on such factors as (i) recruiting and retaining executives critical to the success of Blue Sky and the enhancement of shareholder value, (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. To determine compensation payable, the Compensation and Governance Committee review compensation paid for directors and CEOs of companies of similar size and stage of development in the mineral exploration/mining industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of Blue Sky.

Components of Compensation

Blue Sky's key components of executive compensation are base salary, variable annual cash incentives and option based awards. Blue Sky does offer other perquisites but such are not material on an annual basis.

Annual base salary

The objectives of the base salary are to recognize market pay and acknowledge the competencies and skill of individuals. Base salary for the NEOs is determined by the Board upon the recommendation of the Compensation and Governance Committee. The base salary for the most recently completed financial year and the prior financial years have been historically based upon engagement of employment or engagement agreements with the NEOs.

Annual cash incentives

The objectives of annual incentives in the form of cash payments are designed to add a variable component of compensation. The objectives are not necessarily based on corporation performance factors such as stock prices and earnings per share and can be subjective to a certain degree. The objectives are based more on the general improvement of Blue Sky in terms of successful financings, property acquisitions, property option agreements, and other factors as determined by the Compensation and Governance Committee. These factors are assessed against the objectives of Blue Sky in light of the external environment and current business situations.

Option based awards

Long-term incentives in the form of options to purchase common shares of the Company are intended to align the interest of the Company's directors and its executive officers with those of the shareholders of the Company, to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value, and to reduce the cash compensation the Company would otherwise have to pay. The Company's Stock Option Plan is administered by the directors. In establishing the number of Blue Sky Options to be granted to the Named Executive Officers, reference is made to the number of stock options granted to officers of other publicly traded companies that, similar to the Company, are involved in the mining industry, as well as those of other publicly traded Canadian companies of a comparable size to that of the Company in respect of assets (see "Compensation Process" above). The directors also consider previous grants of options and the overall number of options that are outstanding relative to the number of outstanding shares in determining whether to make any new grants of options and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the director or executive officer in determining the level of incentive stock option compensation. See "Stock Options and Other Compensation Securities" above.

Pension Plan Benefits

Blue Sky does not have a pension plan that provides for payments to the Named Executive Officers at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the Stock Option Plan. The Stock Option Plan has been established to attract and retain employees, consultants, officers or directors to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company.

The following table sets forth information with respect to the Company's stock option plan as at the year ended December 31, 2019.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights (\$)	Number of shares remaining available for issuance under equity compensation plans
Equity compensation plans approved by shareholders	4,395,000	\$0.30 Options	6,583,872
Equity compensation plans not approved by shareholders	N/A	N/A	N/A
Total	4,395,000	\$0.30 Options	6,583,872

Compensation Plan Information

$(1)$ This figure is based on the total number of shares authorized for issuance under the Stock Option Plan, less the number of Blue Sky Options outstanding as at Blue Sky's year ended December 31, 2019, assuming outstanding options are fully vested.

Indebtedness of Directors, Executive Officers and Senior Officers

No person who is or at any time since the commencement of Blue Sky's last completed financial year was a director, executive officer or senior officer of Blue Sky, and no associate of any of the foregoing persons has been indebted to Blue Sky at any time since the commencement of Blue Sky's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by Blue Sky at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

Interest of Informed Persons In Material Transactions

Other than transactions carried out in the normal course of business of the Company or any of its affiliates, none of the directors or senior officers of the Company, a proposed management nominee for election as a director of the Company, any Shareholder beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company nor an associate or affiliate of any of the foregoing persons had any material interest, direct or indirect, in any transactions which materially affected the Company or any of its subsidiaries or in any proposed transaction which has or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Presently, Blue Sky is party to the following management agreements:

Grosso Group Management Ltd.: During fiscal 2010, Blue Sky entered into a Management Services Agreement with the Grosso Group, which provides its member companies with administrative and management services. The Grosso Group's areas of experience encompass financing, marketing, property acquisition, community relations, socioeconomic issues, regulatory compliance, government relations, property exploration and investor relations. The Grosso Group staff is available to the member companies on a cost recovery basis without the expense of full time personnel. The board of directors of Blue Sky approved the Management Services Agreement on May 7, 2010, with effect as of April 1, 2010. The Agreement expired on December 31, 2018 and was automatically renewed for a period of two years pursuant to the terms of the Agreement.

The member companies pay monthly fees to the Grosso Group. The fee is based upon a reasonable pro-rating of the Grosso Group's costs including its staff and overhead costs among each member company. The fee is reviewed and adjusted quarterly based on the level of services required.

Pursuant to the terms of the Management Services Agreement, Grosso Group invoiced Blue Sky for a total of \$224,145 and \$207,350 (2018).

The Management Services Agreement may be terminated by the Grosso Group upon 30 days' written notice to Blue Sky, and terminated by Blue Sky upon 90 days' written notice to the Grosso Group. Upon termination by Blue Sky, a termination fee is payable up to a maximum of \$750,000. In the event that Blue Sky is required to pay an early termination fee, the fees are the aggregate of the termination fee in addition to the lesser of the monthly fees calculated to the end of the term and the monthly fees calculated for eighteen months, up to a maximum of \$1,000,000.

Mr. Grosso is director and officer of the Grosso Group, and a director and Chairman of the Board of the Company. Mr. Nikolaos Cacos is a director of the Grosso Group, and a director and officer of the Company. Mr. Urquhart is an officer of the Grosso Group, and an officer of the Company. See "Executive Compensation - Narrative Discussion; Named Executive Officer Agreements" for details of the agreements with Mr. Grosso, Mr. Cacos and Mr. Urquhart.

Each of the member companies which have entered into the Grosso Group Management Services Agreement has its own separate board of directors (whose members may include persons employed by the Grosso Group); however, some directors will serve on multiple boards and on the board of directors of companies which are not members of the Grosso Group.

No management functions of Blue Sky are performed to any substantial degree by a person or persons other than the directors or executive officers of Blue Sky.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the reappointment of Crowe MacKay LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration. Crowe MacKay LLP, Chartered Professional Accountants has been the auditor for the Company since 2016.

Management recommends shareholders to vote FOR the Appointment of Auditor resolution to appoint Crowe MacKay LLP, Chartered Professional Accountants, as the Company's auditors for the Company's fiscal year ending December 31, 2019 at remuneration to be fixed by the Company's board of directors.

APPROVAL OF THE NEW STOCK OPTION PLAN

The Board has approved the adoption of the new rolling stock option plan (the "New Option Plan") to conform to the current policy of the TSXV. The New Option Plan will be effective upon receipt of shareholder approval and the approval of the TSXV and will replace and supersede the Existing Option Plan.

The following is a summary of the material terms of the New Option Plan: The New Option Plan is a "rolling 10% plan" so the number of common shares reserved for issuance under the New Option Plan to directors, officers,

employees or consultants of the Company and its subsidiaries shall not exceed 10% of the issued and outstanding common shares of the Company as at the date of each granted stock options. The aggregate number of options granted to any option holder in a 12 month period must not exceed 5% of the issued and outstanding common shares of the Company, and the maximum number of options which may be granted to insiders within any twelve month period must not exceed 10% of the issued and outstanding common shares of the Company, unless the Company has obtained disinterested shareholder approval of such grants as required by the TSXV. The aggregate number of options granted to any one consultant of the Company within any 12 month period must not exceed 2% of the issued and outstanding common shares of the Company. Options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued and outstanding common shares of the Company in any 12 month period, and such options are subject to vesting provisions. The exercise price of options granted under the New Option Plan is determined by the Board (or a committee thereof) and cannot be less than the market value of the Company's common shares as of the date of grant. The term of the options cannot exceed 10 years, subject to earlier termination after certain events such as the option holder ceasing to hold office or be employed or engaged by the Company, or the death or disability of the option holder. The New Option Plan does not provide for mandatory vesting provisions of the options. Options granted under the New Option Plan may contain vesting provisions at the discretion of the Board (or a committee thereof).

In accordance with the policies of the TSXV, "rolling 10% stock option plans" must receive shareholder approval at the time the plan is implemented and annually thereafter at the annual meeting by the shareholders of the Company. Accordingly, the Company will be seeking the approval of its shareholders to the New Option Plan at the Meeting.

The rules of the TSXV require that the New Option Plan be approved by the affirmative vote of a majority of the votes cast at the Meeting. Accordingly, the shareholders will be asked at the Meeting to pass the following ordinary resolution (the "New Option Plan Resolution"):

"RESOLVED AS AN ORDINARY RESOLUTION THAT".

the New Option Plan of the Company, as more particularly described in the Information Circular $1.$ of the Company dated August 13, 2020, subject to any modifications by the TSX Venture Exchange, be and is hereby adopted as the stock option plan of the Company;
$2.$ the Company is authorized to grant stock options pursuant and subject to the terms and conditions of the New Option Plan entitling all of the optionholders in aggregate to purchase up to such number of common shares of the Company as is equal to 10% of the number of common shares of the Company issued and outstanding on the applicable grant date;
the Company be authorized to abandon or terminate all or any part of the New Option Plan if the $3.$ board of directors of the Company (the "Board") deems it appropriate and in the best interests of the Company to do so, subject to the approval of the TSX Venture Exchange; and
$4.$ the Board or any committee created pursuant to the New Option Plan is authorized to make such amendments to the New Option Plan from time to time as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and in certain cases, in accordance with the terms of the New Option Plan, the shareholders."

An ordinary resolution is a resolution passed by greater than 50% of the votes cast by those shareholders, who being entitled to do so, vote in person or by proxy at the Meeting.

The form of the New Option Plan Resolution set forth above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of the New Option Plan Resolution.

A complete copy of the New Stock Option Plan is attached to this Circular as Schedule "B" and will be available at the Meeting. Shareholders may obtain a copy of the New Stock Option Plan in advance of the Meeting upon request to the Company, at Attn: Corporate Secretary, #312, 837 West Hastings Street, Vancouver, BC V6C 3N6.

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

REPLACE RIGHTS AND RESTRICTIONS ON COMMON SHARES AND ELIMINATE PREFERRED SHARES

The Company currently has two classes of shares, namely common shares without par value and preferred shares without par value. The Company wishes to amend and replace the rights and restrictions attaching to its common shares and eliminate the class of preferred shares.

In accordance with the British Columbia Business Corporations Act and the Articles of the Company, the amendment of the rights and restrictions attaching to the common and the elimination of the class of preferred shares requires approval by a special resolution of the shareholders at a meeting called to consider the resolution. The shareholders of the Company will be requested at the Meeting to approve the amendment of special rights and restrictions attaching to the common shares and the elimination of the class of preferred shares by passing the following special resolution (the "Rights and Restrictions Resolution"), which requires approval of a majority of not less than two-thirds (2/3) of the votes cast by shareholders who vote, in person or by proxy on the special resolution, at the Meeting:

RESOLVED AS A SPECIAL RESOLUTION THAT:

$1.$ The rights and restrictions attached to the common shares of the Company be amended and replaced to be in the form of the special rights and restrictions specified in paragraph 4 below;
$2.$ The class of preferred shares be eliminated;
$3.$ The Notice of Articles of the Company be altered accordingly; and
1. The Articles of the Company be altered by adding the following as Article 26, such alteration to the Articles not to take effect until the Notice of Articles of the Company is altered to reflect such alterations to the Articles:

26. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES

The common shares of the Company shall have attached thereto the following rights, privileges, restrictions and conditions:

the holders of the common shares shall be entitled to receive notice of and attend all $(a)$ meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholder of the Company, except meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series;
$(b)$ subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the payment of dividends, the holders of common shares shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors of the Company from time to time determine and all dividends which the board of directors of the Company may declare upon the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding; and
$(c)$ in the event of dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company and its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the distribution of assets

upon dissolution, liquidation, winding-up or distribution for the purpose of winding-up, the holders of the common shares shall be entitled to receive the remaining property and assets of the Company in equal amounts per share on all common shares at the time outstanding.

$5.$ Any one director or officer of the Company may instruct its agents to file a Notice of Alteration to its Notice of Articles:
1. The board of directors of the Company be authorized, at any time in its absolute discretion, to determine whether or not to proceed with the foregoing resolutions, without further approval, ratification or confirmation by the shareholders of the Company; and
$7_z$ Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver for and on behalf of the Company, under the corporate seal of the Company or otherwise, all such certificates, instruments, agreements, notices and other documents as in such person's opinion may be necessary or desirable for the purpose of giving effect to the foregoing resolutions."

The form of the Rights and Restrictions Resolution set forth above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of the Rights and Restrictions Resolution.

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

APPROVAL OF ADOPTION OF NEW ARTICLES

The Company is proposing to delete its existing Articles (the "Existing Articles") in their entirety and replace them with new Articles (the "New Articles"). The New Articles will make the Company's Articles consistent with the current terminology and provisions of the British Columbia Business Corporations Act (the "BCBCA"). A complete copy of the proposed New Articles is attached as Schedule "C" hereto.

Most of the changes in the New Articles are minor in nature, and will not affect shareholders or the day to day administration of the Company. However, there are several changes of note, designed to facilitate the administration of the Company's affairs and reduce the overhead and administrative costs related to implementing such matters.

Material Differences Between Existing Articles and New Articles

The main differences between the Existing Articles and the New Articles are that the New Articles provide for each of the following provisions, whereas the Existing Articles do not: (i) flexibility to the Board to make certain alterations to the Company's authorized share structure (as more particularly described below) by way of directors' resolution or ordinary resolution as opposed to the Company having to incur the additional costs of obtaining shareholder approval by special resolution of the shareholders; (ii) allowing for a change of the Company's name by directors' resolution instead of by a special resolution of the Shareholders; and (iii) incorporate advance notice provisions.

Under the New Articles, subject to the provisions of the BCBCA, the Company may, by resolution of the Board:

$1.$ authorize an alteration of its Notice of Articles in order to change the Company's name;
$2.$ create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
$3.$ increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
1. subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
if the Company is authorized to issue shares of a class of shares with par value:
- $(a)$ decrease the par value of those shares, or
- $(b)$ if none of the shares of that class of shares are allotted or issued, increase the par value of those shares,
change all or any of its unissued or fully paid issued shares with par value into shares without par value or 6. all or any of its unissued shares without par value into shares with par value;
$7.$ alter the identifying name of any of its shares; and

otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA.

Under the Existing Articles, certain of the alterations described above require approval of the Shareholders by special or ordinary resolution. The New Articles allow the Company to make these alterations by directors' resolution without the Company having to incur the costs of calling and holding a meeting of Shareholders for this purpose, or by ordinary resolution.

The Board proposes to add an advance notice provision, the full text of which is set out at Section 14.12 of the New Articles which are attached as Schedule "C" hereto. The Board has determined that it is in the best interests of the Corporation to adopt and include the Advance Notice Provision in the Articles as it: (a) facilitates orderly and efficient annual general or, where the need arises, special, meetings; (b) ensures that all Shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (c) allows Shareholders to make an informed vote.

The purpose of the Advance Notice Provisions is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice Provisions is the framework by which the Company seeks to fix a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

Shareholder Approval of the Adoption of New Articles

Under the Existing Articles of the Corporation, the adoption of the New Articles requires approval by a special resolution of the Shareholders at a meeting called to consider the resolution. The shareholders of the Company will be requested at the Meeting to approve the adoption of the New Articles by passing the following special resolution (the "New Articles Resolution"), which requires approval of a majority of not less than two-thirds (2/3) of the votes cast by shareholders who vote, in person or by proxy on the special resolution, at the Meeting:

RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The existing articles of the Company be cancelled;
$2.$ The form of articles presented to the Meeting and attached as Schedule "C", be adopted as the articles of the Company in substitution for, and to the exclusion of, the existing articles of the Company;
$3.$ The board of directors of the Company be authorized, at any time in its absolute discretion, to determine whether or not to proceed with the foregoing resolutions, without further approval, ratification or confirmation by the shareholders of the Company; and
1. Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver for and on behalf of the Company. under the corporate seal of the Company or otherwise, all such certificates, instruments, agreements, notices and other documents as in such person's opinion may be necessary or desirable for the purpose of giving effect to the foregoing resolutions."

The form of the New Articles Resolution set forth above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of the New Articles Resolution.

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

OTHER MATTERS

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Circular to vote the same in accordance with their best judgment of such matters.

CORPORATE GOVERNANCE

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, NI 58-101 prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Company's Board facilitates its exercise of independent supervision over the Company's management through meetings of the Board, both with and without members of the Company's management (including members of management that are also directors) being in attendance. The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present.

The Company's Board is comprised of three directors. The Board has determined Joseph Grosso and David Terry to be "independent" based upon the tests for independence set forth in NJ 52-110. Nikolaos Cacos is a current member of management and thus not considered to be independent as he serves as President and Chief Executive Officer.

Directorships

Certain of the directors are presently a director of one or more other reporting companies as follows.

Name of Director of the Company	Names of Other Reporting Issuers
Nikolaos Cacos	Golden Arrow Resources Corporation Argentina Lithium & Energy Corp.
David Terry	Golden Arrow Resources Corporation Argentina Lithium & Energy Corp. Great Bear Resources Ltd. Aftermath Silver Ltd. Genesis Metals Corp.
Joseph Grosso	Golden Arrow Resources Corporation Argentina Lithium & Energy Corp.

Orientation and Continuing Education

While Blue Sky does not have formal orientation and training programs, new Board members are provided with:

$1.$ access to recent, publicly filed documents of Blue Sky; and
$2.$ access to management and technical experts and consultants.

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

The Board of Blue Sky attempts to provide continuing education for its directors in order that they maintain the skill and knowledge necessary for them to meet their obligations as directors. As an example, technical presentations are made at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the nontechnical directors.

Ethical Business Conduct

The Board has responsibility for the stewardship of Blue Sky including responsibility for strategic planning. identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems. To facilitate meeting this responsibility, the Board seeks to foster a culture of ethical conduct by striving to ensure the Company carries out its business in line with high business and moral standards and applicable legal and financial requirements. In that regard, the Board:

has adopted a Code for its directors, officers, employees and consultants. A copy of the Code can be found on the Company website at www.blueskyuranium.com and is posted on SEDAR at www.sedar.com under Blue Sky's profile;
has adopted a written Whistleblower Policy for its directors, officers, employees and consultants which details procedures to report financial concerns and ethical business dilemmas. The Board has appointed a Compliance Officer who is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code. The Compliance Officer has direct access to the Audit Committee and the Board and the Compliance Officer is required to report to the Board at least annually on compliance activity;
is cognizant of the Company's timely disclosure obligations and has adopted a written Corporate Disclosure and Insider Trading Policy for its directors, officers, employees and consultants. The Board has established a Disclosure Committee to review material disclosure documents such as financial statements, management's discussion and analysis and press releases prior to their distribution, and identify material information. The

Disclosure Committee is comprised of the Company's Chief Executive Officer (CEO), Chief Financial Officer (CFO) and any one director of the Company;

has adopted a Foreign Corporate Policy that outlines the Company's commitment to ethical business practices $\bullet$ in every jurisdiction in which it does business. Company directors, officers, employees, management company employees and those who provide services to the Company, shall be expected to act with integrity, honesty and in good faith, support the communities in which it operates and act in accordance with applicable laws with the highest standards of ethical and professional behaviour in foreign jurisdictions;
has adopted a Privacy Policy which sets forth how the Company gathers, manages, protects and disposes of $\bullet$ the personal information of members of the public, investors and employees;
encourages management to consult with legal and financial advisors to ensure the Company's requirements are met:
is cognizant of timely disclosure obligations and reviews material disclosure documents such as financial statements, management's discussion and analysis (MD&A) and press releases prior to their distribution;
relies on its Audit Committee to annually review the systems of internal financial control and discuss such $\bullet$ matters with the Company's external auditor; and
actively monitors the Company's compliance with the Board's directives and ensures that all material $\bullet$ transactions are thoroughly reviewed and authorized by the Board before being undertaken by management.

The Board must also comply with the conflict of interest provisions of the Business Corporations Act (British Columbia) as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

Compensation

The Board has established a Compensation and Governance Committee which recommends to the Board the directors' and officers' compensation, among other things, on the time commitment, effort and success of each individual contribution towards the success of Blue Sky and a comparison of the remuneration paid by Blue Sky to publicly available information of the remuneration paid by other reporting issuers (public companies) that the Committee feels are similarly placed within the industry.

In addition, the directors and officers are granted stock options under the Blue Sky Stock Option Plan. The Compensation and Governance Committee determines the terms of each stock option within the parameters set out in the Stock Option Plan and applicable stock exchange rules and policies.

Other Board Committees

In addition to the following "Audit Committee" section, the Board has established the following committees, described below.

Compensation and Governance Committee: The Compensation and Governance Committee is responsible for the review and setting of all compensation (including stock options) paid by the Company to the CEO, all other executive officers of the Company and the members of the Board. The Committee is also responsible for the governance roles, responsibilities, authorities and powers including the general responsibility for developing and reviewing the approach of the Company to governance issues. (See: "Executive Compensation - Compensation Process" above for further details of the Compensation Committee.)

The Compensation and Governance Committee is also responsible for reviewing and assessing the effectiveness of the Board; making recommendations to the Board regarding the composition and the appropriate size of the Board; reviewing the corporate governance policies and practices of the Company generally and making recommendations thereon to the directors of the Company.

Disclosure Committee: The Board has established a Disclosure Committee, presently comprised of the Company's CEO, CFO and any one director, to assist the Company in the identification and disclosure of material information. fulfilling its responsibilities regarding disclosures to its security holders and the investment community, made on a timely basis. The Disclosure Committee assists with controls and procedures regarding material information disclosure; determines 'blackout' periods for trading; and pre-approves all news releases prior to dissemination.

Audit Committee: The Audit Committee is described in the next section.

Assessments

The Compensation and Governance Committee is responsible for reviewing and assessing the effectiveness of the Board of the Company, and making recommendations to the Board regarding the composition and the appropriate size of the Board; reviewing the corporate governance policies and practices of the Company generally and making recommendations thereon to the directors of the Company, including overseeing and making recommendations to the directors of the Company on developing the approach of the Company to corporate governance issues and practices and formulating the response of the Company to the corporate governance guidelines and disclosure requirements.

AUDIT COMMITTEE DISCLOSURE

NI 52-110 of the Canadian securities administrators requires the Company's audit committee to meet certain requirements. It also requires the Company to disclose in this Circular certain information regarding the audit committee. That information is disclosed below.

Overview

The overall purpose of the Audit Committee of the Company is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on integrity of the consolidated financial statements of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material facts.

The Audit Committee's Charter

The Company's Board has adopted a charter for the Audit Committee which sets out the Committee's mandate, organization, powers and responsibilities. The complete Audit Committee Charter is attached as Schedule "A" to this Circular.

Composition of the Audit Committee

The Audit Committee consists of three directors. The following table sets out the names of the members of the Audit Committee and whether they are 'independent' and 'financially literate'.

Name of Member	Independent ⁽¹⁾	Financially Literate ⁽²⁾
Nikolaos Cacos	No	Yes
David Terry	Yes	Yes
Joseph Grosso	Yes	Yes

(1) To be considered to be independent, a member of the Audit Committee must not have any direct or indirect 'material relationship' with the Company. A material relationship is a relationship which could, in the view of the board, reasonably interfere with the exercise of a member's independent judgment.

(2) To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Relevant Education and Experience

The board of directors believes that the audit committee members have the relevant education and experience to comply with NI 52-110. In addition to the information below, each member's general business experience and the education of each audit committee member is relevant to the performance of his responsibilities as a member which include:

$1.$ an understanding of the accounting principles used by the Company to prepare its financial statements;
$2.$ the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
$3.$ experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
$\overline{4}$ . an understanding of internal controls and procedures for financial reporting,

and are as follows:

Name of
Member	Education/Experience
Nikolaos Cacos	Mr. Cacos has over 25 years of management expertise in the mineral exploration industry. He holds extensive experience in administration and providing strategic planning for public companies. Mr. Cacos served as Director and officer of several publicly traded companies. He holds a Master of International Management degree from Heidelberg, Germany, and a Bachelor of Science degree from the University of British Columbia.
Joseph Grosso	Mr. Grosso has over 25 years of expertise in the mineral exploration industry. He has successfully formed strategic alliances and negotiated with mining industry majors such as Barrick, Teck, Newmont, Viceroy (now Yamana Gold) and Vale, and government officials at all levels. Mr. Grosso's specialty is financing, negotiations, corporate and marketing strategies.
David Terry	Dr. Terry is a professional economic geologist, senior executive and corporate director with more than 30 years' of international experience in the mineral resources sector. He has played key roles in the successful acquisition, exploration and development of a number of precious and base metal deposits, primarily in North and South America, and has expertise in advanced project evaluation, M&A, corporate finance, and design and execution of effective exploration programs. Dr. Terry holds a B.Sc. and Ph.D. in geology from Western University in Ontario and is a member of the Association of Professional Engineers and Geoscientists of British Columbia.

Complaints Process

The Board has established, and the Audit Committee is responsible for the effectiveness of, the Whistleblower Policy which outlines procedures for the confidential, anonymous submission by directors, officers, employees and consultants regarding the Company's compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against shareholders, without fear of retaliation of any kind. If an applicable individual has any concerns about any of these accounting matters which they consider to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern.

The applicable individual may report their concern in writing, by telephone or e-mail and forward it to the Company's Compliance Officer. All submissions will be treated on a confidential and anonymous basis, except

when the matter refers to violation of any applicable law, rule or regulation that relates to the corporate reporting and disclosure, or refers to the violation of the Company's Code of Business Conduct and Ethics, when the person making the submission must be identified for purposes of performing the investigation. Further, the Company will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who submits in good faith any accounting concern.

Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions.

The effectiveness of the "Whistleblower Policy" is monitored by the Audit Committee and it is posted on the Company's website at www.blueskyuranium.com under About Us - Corporate Governance.

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 Company's Board.

Reliance on Certain Exemptions - NI 52-110

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-Audit Services or on a Requlatory Order Generally

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 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be preapproved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as nonaudit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit) or an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition & Reporting Obligations

Since the Company is a "venture issuer", as defined in NI 52-110, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in "Composition of the Audit Committee" above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in the Company's Annual Information Form, if any, and this Circular).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in section C.2 (e) of the Audit Committee Charter, attached hereto as Schedule "A".

External Auditor Service Fees (By Category)

The following table discloses the fees billed to the Company by its external auditor during the last two financial years.

Financial Year Ending	Audit Fees (1)	Audit Related Fees $(2)$	Tax Fees ⁽³⁾	All Other Fees (4)
December 31, 2019	\$24,490	SNil	ŚNil	ŚNil
December 31, 2018	\$27,540	SNil	\$Nil	SNil

Notes:

The aggregate fees billed by the Company's auditor for audit fees. $(1)$
$(2)$ The aggregate fees billed for assurance and related services by the Company's auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not disclosed in the 'Audit Fees' column.
The aggregate fees billed for professional services rendered by the Company's auditor for tax compliance, tax advice and tax planning. $(3)$ These services include the filing of the Company's annual tax returns.
The aggregate fees billed for professional services other than those listed in the other three columns. $(4)$

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com or the Company's website www.blueskyuranium.com. Financial information relating to Blue Sky Uranium Corp. is provided in the Company's audited financial statements and Management's Discussion & Analysis ("MD&A") for the financial year ended December 31, 2018. Shareholders may contact the Company to request copies of financial statements and related MD&A at the following address:

BLUE SKY URANIUM CORP. Suite 312, 837 West Hastings Street Vancouver, BC V6C 3N6 Phone: (604) 687-1828; Fax: (604) 687-1858

CERTIFICATION AND BOARD APPROVAL

The undersigned hereby certifies that the contents and the sending of this Circular to the Company's Shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, as of August 13, 2020.

ON BEHALF OF THE BOARD OF BLUE SKY URANIUM CORP.

"Nikolaos Cacos" President, CEO and Director

Schedule "A"

BLUE SKY URANIUM CORP. (the "Company")

AUDIT COMMITTEE CHARTER

(Adopted by the Board of Directors on May 1, 2009, as amended May 28, 2010 and as amended November 28, 2017)

А. PURPOSE

The overall purpose of the Audit Committee (the "Committee") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

COMPOSITION, PROCEDURES AND ORGANIZATION В.

The Committee shall consist of at least three members of the Board of Directors (the "Board"), the majority of whom shall not be officers, employees or control persons of the Company or its associates or affiliates (as the terms "control person", "associate" and "affiliate" are defined in the TSX Venture Exchange's Corporate Finance Manual).

$1)$ The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
$2)$ Unless the Board has appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
The quorum for meetings shall be a majority of the members of the Committee, present in person or by $3)$ telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
$4)$ The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
5) Meetings of the Committee shall be conducted as follows:
$a)$ the Committee shall meet as circumstances dictate, at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
b) the external auditors may receive notice of and have the right to attend meetings of the Committee; and
$c)$ management representatives may be invited to attend all meetings except private sessions with the external auditors.
The external auditors shall communicate directly to the Committee through its chair and may bypass $6)$ management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

The overall duties and responsibilities of the Committee shall be as follows: $1)$
$a)$ to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and interim consolidated financial statements and related financial disclosure;
$b)$ to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;
$\mathsf{c}$ to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
$d)$ to report regularly to the Board on the fulfilment of its duties and responsibilities.
$2)$ The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
$a)$ to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
$b)$ to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
$c)$ review the audit plan of the external auditors prior to the commencement of the audit:
d) to review with the external auditors, upon completion of their audit:
- $(i)$ the contents of their report;
- $(ii)$ the scope and quality of the audit work performed;
- $(iii)$ the adequacy of the Company's financial and auditing personnel;
- $(iv)$ the co-operation received from the Company's personnel during the audit;
- $(v)$ the internal resources used;
- $(vi)$ any significant transactions outside of the normal business of the Company;
- $(vii)$ any significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
- any non-audit services provided by the external auditors; $(viii)$
$\epsilon$ to pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the external auditors; provided that:
- $(i)$ the Committee may delegate to one or more independent members the authority to pre-approve non-audit services, provided that such independent members must report such pre-approval to the Committee at the first scheduled meeting of the Committee following such pre-approval; and
- $(ii)$ the Committee shall have satisfied the requirement for pre-approval in paragraph 6)e) if:
- $1)$ the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five percent of the total amount

of fees paid by the Company and its subsidiary entities to the external auditors during the fiscal year in which the services are provided;

$2)$ the Company or its subsidiary entity, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
$3)$ the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or one of its members to whom pre-approval authority has been granted pursuant to subparagraph 6)e)(i);
$f$ to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles;
$g)$ to implement structures and procedures to ensure that the Committee meets with the external auditors on a regular basis in the absence of management; and
$h)$ to review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and any former external auditor of the Company.
$3)$ The duties and responsibilities of the Committee as they relate to the Company's internal auditors are to:
$a)$ periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
b) review and approve the internal audit plan; and
c) review significant internal audit findings and recommendations, and management's response thereto.
$4)$ The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:
$a)$ establish adequate procedures for:
- $(i)$ the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
- $(ii)$ the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
review the appropriateness and effectiveness of the Company's policies and business practices b) which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
c) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
$d)$ review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and
$e)$ periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
$5)$ The Committee is also charged with the responsibility to:
$a)$ review the Company's annual and interim financial statements and related Management's Discussion & Analysis ("MD&A") and earnings press releases, including the impact of unusual items and changes in accounting principles and estimates, and any press releases related to the foregoing, and report to the Board with respect thereto;
$b)$ review and approve the financial sections of:
- $(i)$ the annual report to shareholders;
- $(ii)$ the annual information form;
- $(iii)$ prospectuses;
- $(iv)$ news releases discussing financial results of the Company; and
- $(v)$ other public reports of a financial nature requiring approval by the Board;

and report to the Board with respect thereto, or alternatively establish adequate procedures for the review of the financial sections of such disclosure documents and periodically assess the adequacy of such procedures;

c) review regulatory filings and decisions as they relate to the Company's consolidated financial statements;
$\mathsf{d}$ review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
review and report on the integrity of the Company's consolidated financial statements; $e)$
$f$ ) review the minutes of any audit committee meeting of subsidiary companies;
review with management, the external auditors and, if necessary, with legal counsel, any $g)$ litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements; and
$h)$ review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information.

SCHEDULE "B"

BLUE SKY URANIUM CORP.

AUGUST 10, 2020

STOCK OPTION PLAN

Approved by the Board on August 10, 2020

Approved by the Shareholders on

Approved by the TSX Venture Exchange on

	ARTICLE 1 DEFINITIONS AND INTERPRETATION
1.1	Definitions
1.2	Choice of Law
1.3	Headings
	ARTICLE 2 PURPOSE AND PARTICIPATION
2.1	Purpose
2.2	Eligibility
2.3	Notification of Award
2.4	Copy of Plan
2.5	Limitation
	ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS
3.1	Board to Issue Common Shares
3.2	Number of Common Shares
3.3	Option Details
3.4	Term of Option
3.5	Termination of Options
3.6	Exercise Price
3.7	Reduction in Exercise Price
3.8	Additional Terms
3.9	Assignment of Options
3.10	Adjustment of Options
3.11	Option Grant and Vesting Terms
	ARTICLE 4 EXERCISE OF OPTION
4.1	Exercise of Option
4.2	Issue of Share Certificates
4.3	Condition of Issue
4.4	Exchange Hold Period's and Resale Restrictions
4.5	Tax Withholding and Procedures
	ARTICLE 5 ADMINISTRATION
5.1	Administration
5.2	Interpretation
	ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE
6.1	Termination and Amendment of Plan

Approvals
Termination
Agreement
Notice
SCHEDULE A
SCHEDULE B

STOCK OPTION PLAN

ARTICLE 1 DEFINITIONS AND INTERPRETATION

$1.1$ Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below:

$(a)$ "Administrator" means such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time.
"Affiliate" has the meaning given to such term in Policy 1.1 of the policy manual of the $(b)$ TSXV.
$(c)$ "Award Date" means the date on which the Board awards a particular Option.
$(d)$ "Blackout Period" has the meaning given to that term in Policy 4.4 of the policy manual of the TSXV.
$(e)$ "Board" means the board of directors of the Company, or any committee thereof to which the board of directors of the Company has delegated the power to administer and grant Options under the Plan.
$(f)$ "Cause" means:
Cause as such term is defined in the written employment agreement between the $(i)$ Company and the Optionee; or
$(ii)$ in the event there is no written employment agreement between the Company and the Optionee or Cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Optionee is employed.
$(g)$ "Change of Control" means any of the following:
$(i)$ any change in the registered holdings or beneficial ownership of the outstanding common shares of the Company which results in a person or a group of persons acting jointly or in concert, or a person associated or affiliated with any such person or group being in position to exercise effective control of the Company as a "control person" as that term is defined in the Securities Act (British Columbia), which person or group could not previously exercise effective control of the Company, which for the purposes of this clause, shall be any such person or group holding, owning or controlling, directly or indirectly, securities sufficient to elect directors of the Company;
$(ii)$ incumbent directors no longer constituting a majority of the board of directors of the Company;
$(iii)$ the completion of a merger, amalgamation, arrangement, business combination or similar transaction with a person or group of persons that is not associated or

affiliated (within the meaning of the Business Corporations Act (British Columbia) as amended) with the Company: or

$(iv)$ the sale, lease or transfer of all or substantially all of the Company's assets.
$(h)$ "Common Share" or "Common Shares" means, as the case may be, one or more common shares in the capital of the Company.
$(i)$ "Company" means BLUE SKY URANIUM CORP., a company incorporated under the laws of the Province of British Columbia.
$(j)$ "Consultant" means an individual or Consultant Company, other than an Employee, a Director or an Officer of the Company, that:
is engaged to provide, on a bona fide basis, consulting, technical, management or $(i)$ other services to the Company or an Affiliate, other than services provided in relation to a distribution:
$(ii)$ provides the services under a written contract between the Company or an Affiliate of the Company and the individual or the Consultant Company;
$(iii)$ in the reasonable opinion of the Company, spends or will spend a significant amount of time on and pays or will pay attention to the affairs and business of the Company or an Affiliate: and
$(iv)$ has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company.
$(k)$ "Consultant Company" means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner.
$(1)$ "Director" means any individual holding the office of director of the Company.
$(m)$ "Disability" means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity.
$(n)$ "Disinterested Shareholder Approval" means approval by a majority of the votes cast by the Company's shareholders at a duly constituted shareholders meeting, excluding votes attached to the Common Shares beneficially owned by Insiders to whom Options may be granted under the Plan and their associates and affiliates.
$(0)$ "Employee" means
$(i)$ an individual who is considered to be an employee of the Company or a subsidiary of the Company under the Income Tax Act (Canada);
$(ii)$ an individual who works full-time for the Company or a subsidiary of the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as

an employee of the Company, but for whom income tax deductions are not made at source:

$(iii)$ an individual who works for the Company or a subsidiary of the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
$(iv)$ a Management Company Employee.
$(p)$ "Equity Securities" means:
$(i)$ shares or any other securities of the Company that carry the residual right to participate in the earnings of the Company and, on liquidation, dissolution or winding-up, in the assets of the Company, whether or not the security carries voting rights:
$(ii)$ any warrants, options or rights entitling the holders thereof to purchase or acquire any such securities; or
$(iii)$ any securities issued by the Company which are convertible or exchangeable into such securities.
$(q)$ "Exchange" means a stock exchange, inter-dealer quotation network or other organized trading facility on which the Common Shares are listed.
$(r)$ "Exchange Hold Period" has the meaning ascribed thereto in Policy 1.1 of the policy manual of the TSXV.
$(s)$ "Exercise Notice" means the notice respecting the exercise of an Option, in the form set out as Schedule B hereto, duly executed by the Optionee.
$(t)$ "Exercise Period" means the period during which a particular Option may be exercised and is the period from and including the Award Date through to and including the Expiry Date.
$(u)$ "Exercise Price" means the price at which an Option may be exercised as determined in accordance with Section 3.6.
$(v)$ "Expiry Date" means the expiry date of an Option as specified in the Option Certificate.
$(w)$ "Guardian" means the guardian, if any, appointed for an Optionee.
$(x)$ "Insider" has the meaning given to such term in Policy 1.1 of the policy manual of the TSXV.
$(y)$ "Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
$(i)$ the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:
$A₁$ to promote the sale of products or services of the Company; or
$B.$ to raise public awareness about the Company;

that cannot reasonably be considered to promote the purchase or sale of securities of the Company:

$(ii)$ activities or communications necessary to comply with the requirements of:
$A.$ applicable securities laws; and
$B.$ Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or Exchange having jurisdiction over the Company;
$(iii)$ communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:
$A₁$ the communication is only through the newspaper, magazine or publication: and
B. the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
$(iv)$ activities or communications that may be otherwise specified by an Exchange.
$(z)$ "Management Company Employee" means an individual employed by a Person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities.
"Market Price" means an amount which is not less than the closing market price for the $(aa)$ Company's Common Shares on the trading day prior to the date of grant of the Options.
$(bb)$ "Offer" has the meaning given to such term in Section 3.10(e).
$(cc)$ "Officer" means any individual who is serving as a duly appointed officer of the Company.
$(dd)$ "Option" means an option to acquire Common Shares, awarded to a Director, Officer, Employee or Consultant, including all options granted under the Plan or any prior version of the Plan or pursuant to individual option agreements.
$(ee)$ "Option Certificate" means the certificate, in the form set out as Schedule A hereto, evidencing an Option.
$(ff)$ "Optionee" means a Person to whom an Option has been granted hereunder.
$(gg)$ "Person" means any individual, partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity howsoever designated or constituted.
$(hh)$ "Personal Representative" means:
$(i)$ in the case of a deceased Optionee, the executor or administrator of the deceased duly appointed by law or by a court or public authority having jurisdiction to do so; and
$(ii)$ in the case of an Optionee who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Optionee.
$(ii)$ "Plan" means this stock option plan.
$(i)$ "Qualified Successor" means a Person who is entitled to ownership of an Option upon the death of an Optionee pursuant to a will or the applicable laws of descent and distribution upon death.
$(kk)$ "Regulatory Authorities" means all stock exchanges, inter-dealer quotation networks and other organized trading facilities on which the Common Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company.
$(11)$ "Termination Date" means:
$(i)$ in the case of the resignation of the Optionee's employment or the termination of the Optionee's consulting or service contract by the Optionee, the date that the Optionee provides notice of such resignation or termination to the Company;
$(ii)$ in the case of the termination of the Optionee's employment or consulting or service contract by the Company for any reason other than death or disability, the date that the Company delivers written notice of termination of the Optionee's employment or consulting or service contract to the Optionee; or
$(iii)$ in the case of the expiry of a fixed-term employment or consulting or service contract that is not renewed or extended, the last day of the term.
$(mm)$ "Transfer" includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a security interest or other arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntarily and whether or not for value, and any agreement to effect any of the foregoing, including any sale or exchange pursuant to a plan of arrangement, merger, consolidation, acquisition or similar transaction; and the words "Transferred", "Transferring" and similar words have corresponding meanings.
"TSXV" means the TSX Venture Exchange. $(nn)$

$1.2$ Choice of Law

The Plan is established under, and the provisions of the Plan will be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia.

$1.3$ Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 2 PURPOSE AND PARTICIPATION

$2.1$ Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants and to reward such of those Directors, Officers, Employees and Consultants as may be awarded Options under the Plan by the Board from time to time for their contributions toward creating shareholder value through the achievement of the short and long term goals of the Company.

The Plan shall serve as the successor to the Company's STOCK OPTION PLAN dated MARCH 16, 2011 (the "Prior Plan"), and no further awards shall be made under the Prior Plan from and after the effective date of the Plan. All outstanding awards under the Prior Plan immediately prior to the effective date of the Plan shall be included in the maximum number of Common Shares and be subject to the other limitations set forth in subsection 3.2 herein. However, each such award shall continue to be governed solely by the terms and conditions of the instrument evidencing such grant and the Prior Plan, provided such award was granted prior to AUGUST 10, 2020, and no provision of the Plan shall affect or otherwise modify the rights or obligations of holders of such awards. For greater certainty, each award granted under the Prior Plan on or after AUGUST 10, 2020 will be governed solely by the terms and conditions of the Plan and the instrument evidencing such grant.

$2.2$ Eligibility

The Board will, from time to time and in its sole discretion, determine those Directors, Officers, Employees and Consultants, if any, to whom Options are to be awarded. Further:

$(a)$ Options may be granted to any Employee, Officer, Director or Consultant of the Company or any Affiliate. For greater certainty, it is the responsibility of the Company and the Optionee to ensure and confirm that the Optionee is a bona fide Employee or Consultant, as the case may be.
$(b)$ Notwithstanding the provisions hereof, grants of Options to Insiders shall be subject to the policies of the TSXV so long as the Common Shares are listed on the TSXV.
No Option shall be granted to any Optionee unless the Board has determined that the grant of $(c)$ such Option and the exercise thereof by the Optionee will not violate the securities laws of the jurisdiction in which the Optionee resides.
$(d)$ The number of grants which may be issuable under the Plan within any one-year period:
$(i)$ to any one Person, shall be no more than 5% of the issued and outstanding share capital of the Company, with the exception of a Consultant who may not receive grants of more than 2% of the issued and outstanding share capital of the Company; and
$(ii)$ to all Persons employed to conduct Investor Relations Activities, shall be no more than an aggregate of 2% of the number of issued and outstanding Common Shares in the capital of the Company at any one time.

2.3 Notification of Award

Following the approval by the Board of the awarding of an Option, the Administrator will notify the Optionee in writing of the award and will enclose with such notice the Option Certificate representing the Option so awarded.

$2.4$ Copy of Plan

Each Optionee, concurrently with the notice of the award of the Option, will be provided with a copy of the Plan. A copy of any amendment to the Plan will be promptly provided by the Administrator to each Optionee.

2.5 Limitation

The Plan does not give any Optionee that is a Director or Officer the right to serve or continue to serve as a Director or Officer of the Company nor does it give any Optionee that is an Employee the right to be or to continue to be employed with the Company, nor does it give any Optionee that is a Consultant the right to have a consulting relationship with the Company or provide services to the Company.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

$3.1$ Board to Issue Common Shares

The Common Shares to be issued to Optionees upon the exercise of Options will be authorized and unissued Common Shares, the issuance of which will have been authorized by the Board. Upon the exercise of Options in accordance with the terms hereof, the Company will issue Common Shares to the applicable Optionees; provided that for any Options granted on or after AUGUST 10, 2020, and prior to the approval of this Plan by the shareholders of the Company, no Options shall be exercisable nor any Common Shares issuable upon the exercise thereof until the following has been obtained:

$(a)$ the prior approval of this Plan by the shareholders of the Company and the TSXV; and
$(b)$ Disinterested Shareholder Approval of the grants of such Options.

$3.2$ Number of Common Shares

Subject to adjustment as provided for in Section 3.10 hereof, the maximum number of Common Shares that will be available for Directors, Officers, Employees and Consultants to acquire pursuant to Options granted under the Prior Plan, in combination with the aggregate number of Common Shares which may be issuable under the Plan, shall not exceed 10% of the issued and outstanding Common Shares of the Company from time to time. If any Option expires, cancels or otherwise terminates for any reason without having been

exercised in full, the number of Common Shares in respect of which the Option was not exercised will again be available for the purposes of the Plan.

$3.3$ Option Details

With respect to each Option to be granted to an Optionee, the Board shall specify the following terms in the Option Certificate:

$(a)$ the Award Date;
$(b)$ subject to Section 3.9, the term of the Option, provided that the Exercise Period shall in no event be greater than ten (10) years following the Award Date; however, if the Exercise Period is terminated during a Blackout Period, the Exercise Period shall be extended to the date that is ten (10) business days following the end of such Blackout Period (the "Extension" Period"), provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period:
$(c)$ the Exercise Price, provided that the Exercise Price shall not be less than the Market Price;
$(d)$ any vesting schedule contained in the Option Certificate upon which the exercise of the Option is contingent; provided that, subject to compliance with the rules and policies of all applicable Regulatory Authorities, the Board shall have complete discretion with respect to the terms of any such vesting schedule, including, without limitation, discretion to:
$(i)$ permit partial vesting in stated percentage amounts based on the term of such Option; and
$(ii)$ permit full vesting after a stated period of time has passed from the Award Date; and
$(e)$ such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.

$3.4$ Term of Option

An Optionee may exercise an Option in whole or in part at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date; provided that, if the Expiry Date occurs during a Blackout Period, the Expiry Date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided further that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period.

3.5 Termination of Options

To the extent not earlier exercised or terminated in accordance with Section 3.9 hereof, an Option shall terminate at the earliest of the following dates:

$(a)$ the date specified for the expiry of such Option in the Option Certificate; provided that, if the termination date occurs during a Blackout Period, such termination date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided further that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period;
$(b)$ where the Optionee's position as an Employee, Consultant, Director or Officer of the Company or any Affiliate is terminated for just cause, the date of such termination for just cause;
$(c)$ unless determined otherwise by the Board, where the Optionee's position as an Employee. Consultant, Officer or Director of the Company or any Affiliate terminates for a reason other than the Optionee's Disability, death or termination for just cause, (i) on the Termination Date with respect to Options that have not vested as at such Termination Date, and (ii) 90 days after the Termination Date with respect to Options that have vested as at such Termination Date, provided that if an Optionee's position with the Company changes from one of the said categories to another category, such change shall not constitute termination for the purpose of this subsection $3.3(c)$ ; and
$(d)$ the date of any sale, Transfer, assignment or hypothecation, or any attempted sale. Transfer. assignment or hypothecation, of such Option in violation of Section 3.9 hereof.

3.6 Exercise Price

The price at which an Optionee may purchase a Common Share upon the exercise of an Option will be as set forth in the Option Certificate issued in respect of such Option and in any event will not be less than the Market Price. An Option shall not establish a minimum Exercise Price until such Option has been allocated to a Particular Person.

$3.7$ Reduction in Exercise Price

Disinterested Shareholder Approval will be obtained for any reduction in the Exercise Price of Options granted to Insiders if the Optionee is an Insider of the Company at the time of such a proposed reduction in Exercise Price.

$3.8$ Additional Terms

Notwithstanding the foregoing sections of this Article 3, and subject to all applicable securities laws and regulations and the rules and policies of all applicable Regulatory Authorities, the Board may attach other terms and conditions to the grant of a particular Option, such terms and conditions to be referred to in a schedule attached to the Option Certificate. These terms and conditions may include, but are not necessarily limited to, the following:

$(a)$ providing that an Option expires on a date other than as provided for herein, provided that in no case will an Option be exercisable later than the tenth anniversary of the Award Date of the Option; however, if the Expiry Date occurs during a Blackout Period, the Expiry Date shall be extended to the date that is ten (10) business days following the end of such Blackout Period, provided that, if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period:

providing that a portion or portions of an Option vest after certain periods of time or upon $(b)$ the occurrence of certain events, or expire after certain periods of time or upon the occurrence of certain events other than as provided for herein; and
$(c)$ providing that an Option be exercisable immediately in full, notwithstanding that it has vesting provisions, upon the occurrence of certain events, such as a friendly or hostile takeover bid for the Company.

3.9 Assignment of Options

Subject to this Section 3.9, Options are non-assignable and non-transferable.

$(a)$ Death of Optionee – If the employment of an Optionee as an Employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a Director or Officer of the Company or any Affiliate, terminates as a result of his or her death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee, and shall be exercisable, to the extent vested, by the Qualified Successor for a period of 1 year following such death, provided that in no case shall the Exercise Period of the Option extend beyond ten years from the Award Date.
$(b)$ Disability of Optionee - If the employment of an Optionee as an Employee or Consultant of the Company or any Affiliate, or the position of an Optionee as a Director or Officer of the Company or any Affiliate, is terminated by the Company or any Affiliate by reason of such Optionee's Disability, any Option held by such Optionee that could have been exercised immediately prior to such termination of service shall be exercisable by such Optionee, or by his or her Guardian, for a period of 1 year following the termination of service of such Optionee, provided that in no case shall the Exercise Period of the Option extend beyond ten years from the Award Date.
$(c)$ Disability and Death of Optionee - If an Optionee who has ceased to be employed by the Company or any Affiliate by reason of such Optionee's Disability dies within 30 days after the termination of such employment, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor for a period of 1 year following the death of such Optionee, provided that in no case shall the Exercise Period of the Option extend beyond ten years from the Award Date.
$(d)$ Vesting - Options held by a Qualified Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.
$(e)$ Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Affiliate is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not

so guaranteed, then his or her employment shall be deemed to have terminated on the ninetyfirst day of such leave.

$(f)$ Retirement - In the event of the termination of employment of an Optionee who is an Employee at any time during the term of an Option by reason of the deemed retirement of such Employee, as may be determined by the Board in its sole discretion, then the rights to purchase Common Shares under the Option which have accrued to the Optionee and remain unexercised at, or which accrue subsequent to, the date of his or her retirement shall remain exercisable by the Optionee (or by the Optionee's legal personal representative or representatives if the Optionee dies before the last date of exercise of the Option), to the extent vested, for a period of 1 year following the retirement of such Optionee in accordance with the terms of the Option, provided that in no case shall the Exercise Period of the Option extend beyond ten years from the Award Date.

3.10 Adjustment of Options

$(a)$ Alteration in Capital Structure – If there is any change in the Common Shares through or by means of a declaration of stock dividend in respect of the Common Shares or a consolidation, subdivision or reclassification of the Common Shares, or otherwise, the number of Common Shares available under the Plan, the Common Shares subject to any Option and the Exercise Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Regulatory Authorities having authority over the Company or the Plan, and such adjustment shall be effective and binding for all purposes of the Plan.
Effect of Amalgamation, Merger or Arrangement If the Company amalgamates, $(b)$ merges or enters into a plan of arrangement with or into another corporation, any Common Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised his Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.
Acceleration on Change of Control Upon a Change of Control, all Options shall become $(c)$ immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject. Any proposed acceleration of vesting provisions is subject to the necessary approvals of the applicable Regulatory Authorities.
$(d)$ Acceleration of Date of Expiry or Vesting - The Board shall have the right to accelerate the date of expiry of any portion of any Option or the vesting of any portion of any Option which remains unvested, subject to the necessary approvals of the applicable Regulatory Authorities.
$(e)$ Effect of a Take-over - If a bona fide offer (the "Offer") for Common Shares is made to an Optionee or to shareholders generally, or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of Section 92 of the Securities Act (British Columbia), as amended from time to time, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part

by the Optionee so as to permit the Optionee to tender the Common Shares received upon such exercise (the "Optioned Shares") to the Offer.

If:

$(i)$ the Offer is not completed within the time specified therein; or
$(ii)$ all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (ii) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Common Shares and, with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund the Exercise Price to the Optionee for such Optioned Shares.

$(f)$ No Fractional Common Shares - No fractional Common Shares will be issued upon the exercise of an Option. Accordingly, if, as a result of a consolidation, subdivision, conversion, exchange or reclassification of Common Shares, an Optionee would become entitled to a fractional Common Share, such Optionee will have the right to purchase only the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.
$(g)$ Determinations to be made by Board – Adjustments and determinations under this section 3.10 shall be made by the Board, whose decisions as to the adjustments or determinations which shall be made, and the extent thereof, shall be final, binding and conclusive.

3.11 Option Grant and Vesting Terms

Unless otherwise determined by the Board in accordance with the terms and conditions of this Plan, Options will be granted by the Board. The Board may determine and impose terms upon which each Option shall become vested, provided that, if the Common Shares are listed on the TSXV, Options granted to Persons employed to conduct Investor Relations Activities must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period.

ARTICLE 4 EXERCISE OF OPTION

$4.1$ Exercise of Option

Except as provided pursuant to Sections 3.5, 3.9 and 3.9(f) hereof, no Option may be exercised unless the Optionee is, at the time of such exercise, a bona fide Employee, Officer, Director or Consultant of the Company or any of its Affiliates, or the Personal Representative or Qualified Successor of the Optionee, and, except in the case of a Personal Representative or the Qualified Successor of the Optionee, shall have been continuously such a bona fide Employee, Officer, Director or Consultant, as the case may be. An Optionee or the Personal Representative or Qualified Successor of the Optionee may exercise the vested portion or portions of an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to BLUE SKY

URANIUM CORP. in an amount equal to the aggregate Exercise Price of the Common Shares to be purchased pursuant to the exercise of the Option.

$42.$ Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the Administrator will, in his or her sole discretion, either cause to be delivered to the Optionee a certificate for the Common Shares purchased by the Optionee or cause to be delivered to the Optionee a copy of such certificate and the original of such certificate will be placed in the minute book of the Company. If the number of Common Shares in respect of which the Option was exercised is less than the number of Common Shares subject to the Option Certificate surrendered, the Administrator will forward a new Option Certificate to the Optionee concurrently with delivery of the share certificate, or the copy thereof, for the balance of the Common Shares available under the Option.

$4.3$ Condition of Issue

The Options and the issue of Common Shares by the Company pursuant to the exercise of Options are subject to the terms and conditions of the Plan and compliance with the rules and policies of all applicable Regulatory Authorities with respect to the granting of such Options and the issuance and distribution of such Common Shares, and to all applicable securities laws and regulations. The Optionee agrees to comply with all such laws, regulations, rules and policies and agrees to furnish to the Company any information, reports or undertakings required to comply with, and to fully cooperate with, the Company in complying with such laws, regulations, rules and policies.

$4.4$ Exchange Hold Period's and Resale Restrictions

If required by the policies of the Exchange, the certificate representing the Option and any certificate representing Common Shares issued upon the exercise of such Option (if exercised prior to the expiry of the Exchange Hold Period) will bear the following Exchange Hold Period legend:

"Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date that is four months and a day after the distribution date]."

$4.5$ Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in this Article 4 and elsewhere in this Plan, and as a condition of exercise:

$(a)$ deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts;
$(b)$ otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded; or

$(c)$ direct a portion of the Common Shares acquired to be sold by a broker, the funds from such sale paid to the Company and the Company directed to remit the funds received to the Canada Revenue Agency and/or such other applicable provincial taxation authority in satisfaction of the applicable withholding requirements;

and must in all other respects follow any related procedures and conditions imposed by the Company.

ARTICLE 5 ADMINISTRATION

$5.1$ Administration

The Plan will be administered by the Administrator on the instructions of the Board. The Board may make, amend and repeal at any time and from time to time such policies not inconsistent with the Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such policies will form part of the Plan. The Board may delegate to the Administrator or any director, officer or employee of the Company such administrative duties and powers as it may see fit.

5.2 Interpretation

The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Optionee. No member of the Board or any person acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such person will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE

6.1 Termination and Amendment of Plan

$(a)$ Power of the Board to Terminate or Amend Plan - Subject to the acceptance of the TSXV and any other applicable Regulatory Authorities, and the requirements of the policy manual of the TSXV and any other applicable Regulatory Authority, the Board may terminate, suspend or amend the terms of the Plan; provided, however, that, except as otherwise provided herein, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the affirmative votes of the holders of a majority of the voting securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with applicable corporate laws, and, where required, by way of Disinterested Shareholder Approval:
Increase or decrease the maximum number of Common Shares that may be reserved $(i)$ under the Plan for issuance pursuant the exercise of Options (other than pursuant to Section $3.10$ ;
$(ii)$ place limitations under the Plan on the number of Options that may be granted to any one Person or any category of Persons;
reduce the exercise price of Options (other than pursuant to Section 3.10); $(iii)$
$(iv)$ grant to Insiders an aggregate number of Options exceeding 10% of the Company's issued Common Shares, or amend the terms of previous Option grants to Insiders except to the extent amendments to the Expiry Date of the Option are allowable hereunder;
issue to any one Optionee, within a 12-month period, a number of Common Shares $(v)$ exceeding 5% of the Company's Common Shares;
$(v_i)$ reserve for issuance Common Shares under the Plan, where such reservation could result in the aggregate number of Common Shares granted to Insiders exceeding 10% of the Company's issued Common Shares;
$(vii)$ materially modify the requirements as to eligibility for participation in the Plan;
$(viii)$ materially increase the benefits accruing to participants under the Plan;
$(ix)$ modify the method for determining the exercise price of the Options;
$(x)$ modify the maximum term of the Options;
$(xi)$ modify the expiry and termination provisions applicable to Options;
$(xii)$ expand the types of awards which may be granted under the Plan;
$(xiii)$ extend the duration of the Plan; or
$(xiv)$ modify the provisions of this Section 6.1,

however, the Board may, without shareholder approval:

$(i)$ make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake or error or omission in this Plan or any Option:
$(ii)$ make any addition to, deletion from or alteration of the provisions of this Plan or any Option that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan; or
$(iii)$ make any amendments to clarify existing provisions of this Plan or any Option, provided that such changes do not have the effect of altering the scope, nature and intent of this Plan or any Option.
$(b)$ No Grant During Suspension of Plan - No Option may be granted during any suspension or after termination of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

6.2 Approvals

The Plan and any amendments hereto are subject to all necessary approvals of the applicable Regulatory Authorities.

$6.3$ Termination

The Board may terminate the Plan at any time provided that such termination will not alter the terms or conditions of any Option or impair any right of any Optionee pursuant to any Option awarded prior to the date of such termination, which will continue to be governed by the provisions of the Plan.

6.4 Agreement

The Company and every Option awarded hereunder will be bound by and subject to the terms and conditions of the Plan. By accepting an Option granted hereunder, the Optionee has expressly agreed with the Company to be bound by the terms and conditions of the Plan.

6.5 Notice

Any notice or other communication contemplated under the Plan to be given by the Company to an Optionee will be given by the Company delivering or faxing or emailing the notice to the Optionee at the last address for the Optionee in the Company's records. Any such notice will be deemed to have been given on the date on which it was delivered, or in the case of fax or email, the next business day after transmission. An Optionee may, at any time, advise the Company of a change in the Optionee's address (be it residential, email or otherwise) or fax number.

SCHEDIILE A

BLUE SKY URANIUM CORP.

STOCK OPTION PLAN

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the BLUE SKY URANIUM CORP. (the "Company") stock option plan (the "Plan") and evidences that $\bullet$ is the holder (the "Optionee") of an option (the "Option") to purchase up to $\bullet$ Common Shares Without Par Value (the "Common Shares") in the capital stock of the Company. The Exercise Price of the Option is $\bullet$ per Common Share.

Subject to the provisions of the Plan:

the Award Date of the Option is $\bullet$ , $\bullet$ ; $(a)$
$(b)$ the Expiry Date of the Option is $\bullet$ , $\bullet$ ; and
$(c)$ the Option shall vest in accordance with the following schedule:
$\bullet$ : and $(i)$
$(ii)$ $\bullet$ .

The vested portion or portions of the Option may be exercised at any time and from time to time from and including the Award Date through to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a certified cheque or bank draft payable to "BLUE SKY URANIUM CORP." in an amount equal to the aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised.

This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Company to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company will prevail.

The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto. All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan.

Dated this $\bullet$ day of $\bullet$ , $\bullet$ .

BLUE SKY URANIUM CORP.

Per:

Administrator, Stock Option Plan BLUE SKY URANIUM CORP.

BLUE SKY URANIUM CORP. OPTION CERTIFICATE - SCHEDULE

The additional terms and conditions attached to the Option represented by this Certificate are as follows:

$1.$ $\bullet$

BLUE SKY URANIUM CORP.

Per:

Administrator, Stock Option Plan
BLUE SKY URANIUM CORP.

SCHEDULE B

BLUE SKY URANIUM CORP.

STOCK OPTION PLAN

NOTICE OF EXERCISE OF OPTION

TO: The Administrator, Stock Option Plan BLUE SKY URANIUM CORP. 312, 837 West Hastings Street Vancouver BC V6C 3N6

The undersigned hereby irrevocably gives notice, pursuant to the BLUE SKY URANIUM CORP. stock option plan (the "Plan"), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

$(d)$ all of the Common Shares; or
$(e)$ of the Common Shares,

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to BLUE SKY URANIUM CORP. in an amount equal to the aggregate Exercise Price of the aforesaid Common Shares and directs the Company to issue the certificate evidencing said Common Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Notice of Exercise of Option the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Notice of Exercise of Option will have the meanings given to them under the Option Certificate.

$\alpha$ :

DATED the $____\$ day of $_____\$

Signature of Optionee

SCHEDULE "C"

BLUE SKY URANIUM CORP.

(the "Company")

Incorporation number: BC0958971

The Company has as its articles the following articles.

ARTICLES

(the "Articles")

1.		$INTERPRETATION$
	1.1	Definitions
	1.2	Business Corporations Act and Interpretation Act Definitions Applicable 1
2.		SHARES AND SHARE CERTIFICATES
	2.1	Authorized Share Structure
	2.2	Form of Share Certificate
	2.3	Shareholder Entitled to Certificate or Acknowledgment
	2.4	Delivery by Mail
	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement 2
	2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment 2
	2.7	Splitting Share Certificates
	2.8	Certificate Fee
	2.9	Recognition of Trusts
	2.10	Shares May be Uncertificated
3.	ISSUE OF SHARES
	3.1	Directors Authorized
	3.2	Commissions and Discounts
	3.3	Brokerage
	3.4	Conditions of Issue
	3.5	Share Purchase Warrants and Rights
$\overline{4}$ .		SHARE REGISTERS
	4.1	Central Securities Register
	4.2	Closing Register
5.		SHARE TRANSFERS
	5.1	Registering Transfers
	5.2	Form of Instrument of Transfer
	5.3	Transferor Remains Shareholder
	5.4	Signing of Instrument of Transfer
	5.5	Enquiry as to Title Not Required

	5.6	Transfer Fee
	5.7	Definitions
	5.8	Consent Required for Transfer of Shares or Designated Securities
6.		TRANSMISSION OF SHARES
	6.1	Legal Personal Representative Recognized on Death
	6.2	Rights of Legal Personal Representative
7.		ACQUISITION OF SHARES
	7.1	Company Authorized to Acquire Shares
	7.2	Acquisition When Insolvent
	7.3	Sale and Voting of Acquired Shares
8.		BORROWING POWERS
9.		ALTERATIONS ………………………………………………………………………………………………
	9.1	Alteration of Authorized Share Structure
	9.2	Special Rights and Restrictions
	9.3	No Alteration Without Class or Series Consent
	9.4	Change of Name
	9.5	Other Alterations
10.		MEETINGS OF SHAREHOLDERS
	10.1	Annual General Meetings
	10.2	Location of Meetings of Shareholders
	10.3	Resolution Instead of Annual General Meeting
	10.4	Calling of Meetings of Shareholders
	10.5	Notice for Meetings of Shareholders
	10.6	Record Date for Notice
	10.7	Record Date for Voting
	10.8	Failure to Give Notice and Waiver of Notice
	10.9	Notice of Special Business at Meetings of Shareholders
11.		PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
	11.1	Special Business
	11.2	Special Majority
	11.3	Quorum
	11.4	One Shareholder May Constitute Quorum
	11.5	Other Persons May Attend
	11.6	Requirement of Quorum
	11.7	Lack of Quorum
	11.8	Lack of Quorum at Succeeding Meeting
	11.9	Chair
	11.10 11.11	Selection of Alternate Chair
	11.12	Adjournments Notice of Adjourned Meeting
	11.13
	11.14	Decisions by Show of Hands or Poll Declaration of Result
	11.15	Motion Need Not be Seconded

	11.16	Casting Vote
	11.17	Manner of Taking Poll
	11.18	Demand for Poll on Adjournment
	11.19	Chair Must Resolve Dispute
	11.20	Casting of Votes
	11.21	Demand for Poll
	11.22	Demand for Poll Not to Prevent Continuance of Meeting
	11.23	Retention of Ballots and Proxies
	11.24	Meetings by Telephone or Other Communications Medium
12.		VOTES OF SHAREHOLDERS
	12.1	Number of Votes by Shareholder or by Shares
	12.2	Votes of Persons in Representative Capacity
	12.3	Votes by Joint Holders
	12.4	Legal Personal Representatives as Joint Shareholders
	12.5	Representative of a Corporate Shareholder
	12.6	Proxy Provisions Do Not Apply to All Companies
	12.7	Appointment of Proxy Holders
	12.8	Alternate Proxy Holders
	12.9	When Proxy Holder Need Not Be Shareholder
	12.10	Deposit of Proxy
	12.11	Form of Proxy
	12.12	Revocation of Proxy
	12.13	Revocation of Proxy Must Be Signed
	12.14	Validity of Proxy Vote
	12.15	Production of Evidence of Authority to Vote
13.		DIRECTORS ………………………………………………………………………………………………
	13.1	First Directors; Number of Directors
	13.2 13.3	Change in Number of Directors
	13.4	Directors' Acts Valid Despite Vacancy Qualifications of Directors
	13.5	Remuneration of Directors
	13.6	Reimbursement of Expenses of Directors
	13.7	Special Remuneration for Directors
	13.8	Gratuity, Pension or Allowance on Retirement of Director
14.		ELECTION AND REMOVAL OF DIRECTORS
	14.1	Election at Annual General Meeting
	14.2	Consent to be a Director
	14.3	Failure to Elect or Appoint Directors
	14.4	Places of Retiring Directors Not Filled
	14.5	Directors May Fill Casual Vacancies
	14.6	Remaining Directors' Power to Act
	14.7	Shareholders May Fill Vacancies
	14.8	Additional Directors
	14.9	Ceasing to be a Director

	14.10	Removal of Director by Shareholders
	14.11	Removal of Director by Directors
	14.12	Nominations of directors
15.		ALTERNATE DIRECTORS
	15.1	Appointment of Alternate Director
	15.2	Notice of Meetings
	15.3	Alternate for More Than One Director Attending Meetings
	15.4	Consent Resolutions
	15.5	Alternate Director Not an Agent
	15.6	Revocation of Appointment of Alternate Director
	15.7	Ceasing to be an Alternate Director
	15.8	Remuneration and Expenses of Alternate Director
16.		POWERS AND DUTIES OF DIRECTORS
	16.1	Powers of Management
	16.2	Appointment of Attorney of Company
	16.3	Setting Remuneration of the Auditor
17.		DISCLOSURE OF INTEREST OF DIRECTORS
	17.1	Obligation to Account for Profits
	17.2	Restrictions on Voting by Reason of Interest
	17.3	Interested Director Counted in Quorum
	17.4	Disclosure of Conflict of Interest or Property
	17.5	Director Holding Other Office in the Company
	17.6	No Disqualification
	17.7	Professional Services by Director or Officer
	17.8	Director or Officer in Other Corporations
18.		PROCEEDINGS of Directors
	18.1	Meetings of Directors
	18.2	Voting at Meetings
	18.3	Chair of Meetings
	18.4	Meetings by Telephone or Other Communications Medium
	18.5	Calling of Meetings
	18.6	Notice of Meetings
	18.7	When Notice Not Required
	18.8	Meeting Valid Despite Failure to Give Notice
	18.9	Waiver of Notice of Meetings
	18.10	Ouorum
	18.11	Validity of Acts Where Appointment Defective
	18.12	Consent Resolutions in Writing
19.		EXECUTIVE AND OTHER COMMITTEES
	19.1	Appointment and Powers of Executive Committee
	19.2	Appointment and Powers of Other Committees
	19.3	Obligations of Committees
	19.4	Powers of Board
	19.5	Committee Meetings

20.		OFFICERS
	20.1	Directors May Appoint Officers
	20.2	Functions, Duties and Powers of Officers
	20.3	Qualifications
	20.4	Remuneration and Terms of Appointment
21.		INDEMNIFICATION
	21.1	Definitions
	21.2	Mandatory Indemnification of Directors and Former Directors33
	21.3	Indemnification of Other Persons
	21.4	Non-Compliance with Business Corporations Act
	21.5	Company May Purchase Insurance
22.		DIVIDENDS
	22.1	Payment of Dividends Subject to Special Rights
	22.2	Declaration of Dividends
	22.3	No Notice Required
	22.4	Record Date
	22.5	Manner of Paying Dividend
	22.6	Settlement of Difficulties
	22.7	When Dividend Payable
	22.8	Dividends to be Paid in Accordance with Number of Shares
	22.9	Receipt by Joint Shareholders
	22.10	Dividend Bears No Interest
	22.11	Fractional Dividends
	22.12	Payment of Dividends
	22.13	Capitalization of Surplus
23.		DOCUMENTS, RECORDS AND REPORTS
	23.1	Recording of Financial Affairs
	23.2	Inspection of Accounting Records
24.		NOTICES ………………………………………………………………………………………………
	24.1	Method of Giving Notice
	24.2	Deemed Receipt of Mailing
	24.3	Certificate of Sending
	24.4	Notice to Joint Shareholders
	24.5	Notice to Trustees
25.		SEAL
	25.1	Who May Attest Seal
	25.2	Sealing Copies
	25.3	Mechanical Reproduction of Seal
26.		SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES 38

$\mathbf{1}$ . INTERPRETATION

$1.1$ Definitions

In these Articles, unless the context otherwise requires:

"board of directors", "directors" and "board" mean the directors or sole director of the $(a)$ Company for the time being:
$(b)$ "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
$(c)$ "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act:
$(d)$ "legal personal representative" means the personal or other legal representative of the shareholder:
"registered address" of a shareholder means the shareholder's address as recorded in the $(e)$ central securities register; and
$(f)$ "seal" means the seal of the Company, if any.

$1.2$ Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

$2.$ SHARES AND SHARE CERTIFICATES

$2.1$ Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

$2.2$ Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

$2.3$ Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to:

one share certificate representing the shares of each class or series of shares registered in $(a)$ the shareholder's name; or
a non-transferable written acknowledgment of the shareholder's right to obtain such a share $(b)$ certificate:

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

$2.4$ Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

$2.5$ Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think $fit$

order the share certificate or acknowledgment, as the case may be, to be cancelled; and $(a)$
$(b)$ issue a replacement share certificate or acknowledgment, as the case may be.

$2.6$ Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

$(a)$ proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
$(b)$ any indemnity the directors consider adequate.

$2.7$ Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

$2.8$ Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

2.10 Shares May be Uncertificated

Notwithstanding any other provisions of this Part, the Company may, by resolution of the board of directors, provide that:

$(a)$ the shares of any or all of the classes and series of the Company's shares may be uncertificated shares: or
$(b)$ any specified shares may be uncertificated shares.

$3.$ ISSUE OF SHARES

$3.1$ Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

$3.2$ Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

$3.3$ Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

$3.4$ Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

$(a)$ consideration is provided to the Company for the issue of the share by one or more of the following:
$(i)$ past services performed for the Company;
$(ii)$ property;
$(iii)$ money; and
$(b)$ the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

$3.5$ Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

$\overline{4}$ . SHARE REGISTERS

$4.1$ Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

$4.2$ Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

$5.1$ Registering Transfers

A transfer of a share of the Company must not be registered unless:

$(a)$ a duly signed instrument of transfer in respect of the share has been received by the Company;
$(b)$ if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company or if such certificate has been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company; and
$(c)$ if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company or if such acknowledgement has

been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company.

$5.2$ Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

$5.4$ Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

$(a)$ in the name of the person named as transferee in that instrument of transfer; or
$(b)$ if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

$5.5$ Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

5.7 Definitions

In this Article 5:

"designated security" means: $(a)$
$(i)$ a voting security of the Company;
$(ii)$ a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
$(iii)$ a security of the Company convertible, directly or indirectly, into a security described in paragraph $5.7(a)(i)$ or $5.7(a)(ii)$ ;
"security" has the meaning assigned in the Securities Act (British Columbia) from time to $(b)$ time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act:
$(c)$ "voting security" means a security of the Company that:
$(i)$ is not a debt security, and
$(ii)$ carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

5.8 Consent Required for Transfer of Shares or Designated Securities

Notwithstanding any other provision of these Articles, while the Company is, or becomes, a company which is not a reporting issuer as defined in the Securities Act (British Columbia), no share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

6. TRANSMISSION OF SHARES

$6.1$ Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

$7.$ ACQUISITION OF SHARES

$7.1$ Company Authorized to Acquire Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by a resolution of the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

$7.2$ Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

the Company is insolvent; or $(a)$
making the payment or providing the consideration would render the Company insolvent. $(b)$

$7.3$ Sale and Voting of Acquired Shares

If the Company retains a share purchased, redeemed, or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

$(a)$ is not entitled to vote the share at a meeting of its shareholders;
$(b)$ must not pay a dividend in respect of the share; and
$(c)$ must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

$(a)$ borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

$\mathcal{C}_{\mathcal{A}}$

$(b)$ issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
guarantee the repayment of money by any other person or the performance of any $(c)$ obligation of any other person; and
$(d)$ mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

$9.1$ Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by resolution of the board of directors or by ordinary resolution, as determined by the board in its sole discretion:

create one or more classes or series of shares or, if none of the shares of a class or series $(a)$ of shares are allotted or issued, eliminate that class or series of shares;
$(b)$ increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established:
$(c)$ subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
$(d)$ if the Company is authorized to issue shares of a class of shares with par value:
$(i)$ decrease the par value of those shares; or
$(ii)$ if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
$(e)$ change all or any of the unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
$(f)$ alter the identifying name of any of its shares; or
otherwise alter its shares or authorized share structure when required or permitted to do so $(g)$ by the Business Corporations Act.

The Company may, by resolution of the board of directors, authorize and cause the Company to alter its Notice of Articles and Articles, as applicable, to reflect any change in the authorized share structure of the Company pursuant to Article 9.1 or otherwise.

$9.2$ Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by ordinary resolution:

$(a)$ create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
$(b)$ vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued,

and alter its Notice of Articles and Articles accordingly.

9.3 No Alteration Without Class or Series Consent

Notwithstanding anything else contained in this Part 9, no right or special right attached to issued shares may be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a separate special resolution of those shareholders.

$9.4$ Change of Name

The Company may by resolution of the board of directors or by ordinary resolution, as determined by the board in its sole discretion, authorize an alteration of its Notice of Articles in order to change its name and may, by resolution of the board of directors, adopt or change any translation of that name.

$9.5$ Other Alterations

If the Business Corporations Act does not specify:

$(a)$ the type of resolution and these Articles do not specify another type of resolution, the Company may by resolution of the directors or by ordinary resolution authorize any act of the Company, including without limitation, an alteration of these Articles; or
$(b)$ the type of shareholders' resolution and these Articles do not specify another type of shareholders' resolution, the Company may be ordinary resolution authorize any act of the Company.

10. MEETINGS OF SHAREHOLDERS

$10.1$ Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Location of Meetings of Shareholders

The directors may, by directors' resolution, approve a location outside British Columbia for the holding of a meeting of shareholders of the Company.

$10.3$ Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.3, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

$10.4$ Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.5 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

while the Company is, or becomes, a public company, 21 days; $(a)$
$(b)$ otherwise, 10 days.

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

$(a)$ while the Company is, or becomes, a public company, 21 days;
$(b)$ otherwise, 10 days.

If no record date is set, the record date is 5 p.m. Pacific Standard Time on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. Pacific Standard Time on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

$(a)$ state the general nature of the special business; and
$(b)$ if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
$(i)$ at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
$(ii)$ during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

$11.1$ Special Business

At a meeting of shareholders, the following business is special business:

$(a)$ at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
$(b)$ at an annual general meeting, all business is special business except for the following:
$(i)$ business relating to the conduct of or voting at the meeting;
$(ii)$ consideration of any financial statements of the Company presented to the meeting;
$(iii)$ consideration of any reports of the directors or auditor;
$(iv)$ the setting or changing of the number of directors;
$(v)$ the election or appointment of directors;
$(vi)$ the appointment of an auditor;
$(vii)$ the setting of the remuneration of an auditor;
$(viii)$ business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
$(ix)$ annual ratification of a rolling stock option plan pursuant to the requirements of the TSX Venture Exchange; and
$(x)$ any other business which, under these Articles or the Business Corporations Act. may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Ouorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders, or one or more proxyholder representing two shareholders, or one shareholder and a proxyholder representing another shareholder.

11.4 One Shareholder May Constitute Ouorum

If the Company has only one shareholder:

$(a)$ the quorum is one person who is, or who represents by proxy, that shareholder, and $(b)$ that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present in person or by proxy at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, $(a)$ and
$(b)$ in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article $11.7(b)$ was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

$(a)$ the chair of the board, if any; or
$(b)$ if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

$(a)$ the poll must be taken:
$(i)$ at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
$(ii)$ in the manner, at the time and at the place that the chair of the meeting directs;
$(b)$ the result of the poll is deemed to be the decision of the meeting at which the poll is demanded: and
the demand for the poll may be withdrawn by the person who demanded it. $(c)$

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

11.24 Meetings by Telephone or Other Communications Medium

A shareholder or proxy holder who is entitled to participate in a meeting of shareholders may do so in person, or by telephone or other communications medium, if all shareholders and proxy holders participating in the meeting are able to communicate with each other; provided, however, that nothing in this Section shall obligate the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a manner contemplated by this Article 11.24:

$(a)$ each such shareholder or proxy holder shall be deemed to be present at the meeting; and
$(b)$ the meeting shall be deemed to be held at the location specified in the notice of the meeting.

$12.$ VOTES OF SHAREHOLDERS

$12.1$ Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

$(a)$ on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
$(b)$ on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

$12.2$ Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

$(a)$ any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
$(b)$ if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

$(a)$ for that purpose, the instrument appointing a representative must:
$(i)$ be received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
$(ii)$ be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and
$(b)$ if a representative is appointed under this Article $12.5$ :
$(i)$ the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
$(ii)$ the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.14 do not apply to the Company if and for so long as it is:

$(a)$ a public company; or
$(b)$ a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

$12.7$ Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

When Proxy Holder Need Not Be Shareholder 12.9

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

$(a)$ the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
$(b)$ the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or
$(c)$ the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

$(a)$ be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting $(b)$ or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

BLUE SKY URANIUM CORP. (the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder-printed]

12.12 Revocation of Proxy

Subject to Article 12.13, every proxy may be revoked by an instrument in writing that is:

$(a)$ received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
$(b)$ provided, at the meeting, to the chair of the meeting.

An instrument referred to in Article 12.12 must be signed as follows:

$(a)$ if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
$(b)$ if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.14 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

$(a)$ at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
$(b)$ by the chair of the meeting, before the vote is taken.

Production of Evidence of Authority to Vote 12.15

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

$13.1$ First Directors: Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

$(a)$ subject to paragraphs $13.1(b)$ and (c), the number of directors that is equal to the number of the Company's first directors;
$(b)$ if the Company is, or becomes, a public company, the greater of three and the most recent set of:
$(i)$ the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
the number of directors set under Article 14.4. $(ii)$
$(c)$ if the Company is, or becomes, a company which is not a public company the most recent set of:
$(i)$ the number of directors set by ordinary resolution (whether or not previous notice) of the resolution was given); and
$(ii)$ the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Article $13.1(b)(i)$ or $13.1(c)(i)$ :

the shareholders may elect or appoint the directors needed to fill any vacancies in the board $(a)$ of directors up to that number;
$(b)$ if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

$13.3$ Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.3:

$(a)$ the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
$(b)$ all the directors cease to hold office immediately before the election or appointment of directors under paragraph 14.1(a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

$(a)$ that individual consents to be a director in the manner provided for in the Business Corporations Act;
$(b)$ that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
$(c)$ with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

$(a)$ the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.3, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
$(b)$ the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.3, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

$(c)$ the date on which his or her successor is elected or appointed; and
$(d)$ the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors' Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.3, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

$(a)$ one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
$(b)$ in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article $14.1(a)$ , but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

the term of office of the director expires: $(a)$
the director dies; $(b)$
$(c)$ the director resigns as a director by notice in writing provided to the Company; or
$(d)$ the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the

resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12 Nominations of directors

Except as provided by applicable laws, only persons who are nominated in accordance with $(a)$ the procedures set forth in this Article 14.12 shall be eligible for election as directors of the Company.
$(b)$ Nominations of persons for election to the board of directors of the Company may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors. Only persons who are eligible under the Business Corporations Act and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company:
$(i)$ by or at the direction of the board of directors of the Company, including pursuant to a notice of meeting;
$(ii)$ by or at the direction or request of one or more shareholders pursuant to a valid "proposal" made in accordance with Division 7 of Part 5 of the Business Corporations Act, or a requisition of the shareholders made in accordance with section 167 of the Business Corporation Act; or
$(iii)$ by any person (a "Nominating Shareholder"):
- $A₁$ who, at the close of business on the date the Nominating Shareholder gives the notice provided for in Article 14.12(e) below and at the close of business on the record date for notice of such meeting, (i) is entered in the central securities register of the Company as a holder of one or more common shares carrying the right to vote at such meeting or (ii) beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such ownership that is satisfactory to the Company, acting reasonably. In cases where a Nominating Shareholder is not an individual, the notice set forth in Article 14.12(e) must be signed by an authorized representative, being a duly authorized director, officer, manager, trustee or partner of such entity who provides such evidence of such authorization that is satisfactory to the Company, acting reasonably; and
- B. who complies with the notice procedures set forth below in this Article 14.12.
In addition to any other requirements under applicable laws, for a nomination to be made $(c)$ by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof

to the Company that is both timely (in accordance with Article $14.12(d)$ ) and in proper written form (in accordance with Article 14.12(d)) by delivering such notice to the registered office of the Company.

$(d)$ To be timely, a Nominating Shareholder's notice to the Company must be made:
$(i)$ in the case of an annual meeting of shareholders, not less than 35 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and
$(ii)$ in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In the event that there is an adjournment or a postponement of a meeting of shareholders or the announcement thereof, any reference to the date of an annual meeting or special meeting of shareholders set forth above is deemed to refer to the date of the adjourned or postponed meeting.

$(e)$ To be in proper written form, a Nominating Shareholder's notice to the Company must set forth:
$(i)$ as to each person whom the Nominating Shareholder proposes to nominate for election as a director:
- A. the name, age, business address and residential address of the person;
- the present principal occupation or employment of the person and the B. principal occupation or employment history within the five years preceding the effective date of the notice;
- $C_{\cdot}$ the citizenship of such person;
- D. the number of common shares of the Company which are directly or indirectly controlled or directed or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and also as of the date of such notice;
- Ε. the amount and material terms of any other securities, including any options, warrants or convertible securities, in the capital of the Company which are directly or indirectly controlled or directed or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and also as of the date of such notice;
$F_{\rm F}$ particulars regarding any agreements between the Nominating Shareholder and the person that the Nominating Shareholder proposes to nominate;
G. confirmation that such person is not prohibited or disqualified from acting as a director under Applicable Securities Laws (as defined below), the Business Corporations Act or any other legislation; and
H. any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitation of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws; and
$(ii)$ as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws.
$(f)$ The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee. If the Company requests and receives such additional information from a proposed nominee, the Company will make it publically available to the shareholders.
No person shall be eligible for election as a director of the Company unless nominated in $(g)$ accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Business Corporations Act or the discretion of the chair of the meeting. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Article 14.12 and, if any proposed nomination is not in compliance with this Article 14.12, to declare that such defective nomination shall be disregarded.
$(h)$ For the purposes of this Article $14.12$ .
$(i)$ "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;
$(ii)$ "business day" shall mean any day, other than Saturday, Sunday or any statutory holiday in the City of Vancouver, British Columbia; and
$(iii)$ "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by or on behalf

of the Company under its profile on SEDAR, the System of Electronic Document Analysis and Retrieval, at www.sedar.com.

Notwithstanding any other provision of this Article 14.12, notice given to the registered $(i)$ office of the Company pursuant to this Article 14.12 may only be given by personal delivery or facsimile transmission and shall be deemed to have been given and made only at the time it is:
$(i)$ physically delivered to the registered office of the Company; or
$(ii)$ sent by facsimile transmission to the registered office of the Company (provided that receipt of confirmation of such transmission has been received); and

where such delivery or electronic communication is made on a day which is a not a business day or is made later than 4:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

Notwithstanding the foregoing, the board of directors of the Company may, in its sole $(j)$ discretion, waive any requirement in this Article 14.12.
This Article 14.12 does not apply while the Company is, or becomes, a company which is $(k)$ not a reporting issuer as defined in the Securities Act (British Columbia).

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

$(a)$ will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
$(b)$ has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
$(c)$ will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
$(d)$ has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appoint may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

$(a)$ his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
$(b)$ the alternate director dies;
$(c)$ the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
$(d)$ the alternate director ceases to be qualified to act as a director; or
$(e)$ his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appoint as the appoint or may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Setting Remuneration of the Auditor

The directors, or if the directors delegate this responsibility to an audit committee of the directors, the audit committee, may from time to time determine the remuneration to be paid by the Company to the auditor, in such manner and upon such terms and conditions, as the directors or the audit committee, in their absolute discretion, may determine.

17. DISCLOSURE OF INTEREST OF DIRECTORS

$17.1$ Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS of Directors

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

$(a)$ the chair of the board, if any;
$(b)$ in the absence of the chair of the board, the president, if any, if the president is a director; or
$(c)$ any other director chosen by the directors if:
neither the chair of the board nor the president, if a director, is present at the $(i)$ meeting within 15 minutes after the time set for holding the meeting;
$(ii)$ neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
$(iii)$ the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

$(a)$ the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
$(b)$ the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by resolution of the directors and, if not so set, is deemed to be a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

$(a)$ the power to fill vacancies in the board of directors;
$(b)$ the power to remove a director;
$(c)$ the power to change the membership of, or fill vacancies in, any committee of the directors; and
$(d)$ such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

$19.2$ Appointment and Powers of Other Committees

The directors may, by resolution:

appoint one or more committees (other than the executive committee) consisting of the $(a)$ director or directors that they consider appropriate;
$(b)$ delegate to a committee appointed under paragraph $19.2(a)$ any of the directors' powers, except:
$(i)$ the power to fill vacancies in the board of directors;
$(ii)$ the power to remove a director;
$(iii)$ the power to change the membership of, or fill vacancies in, any committee of the directors; and
$(iv)$ the power to appoint or remove officers appointed by the directors; and
$(c)$ make any delegation referred to in paragraph 19.2(b) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

$(a)$ conform to any rules that may from time to time be imposed on it by the directors; and
$(b)$ report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

$(a)$ revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
$(b)$ terminate the appointment of, or change the membership of, the committee; and
$(c)$ fill vacancies in the committee.

$19.5$ Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or $19.2:$

$(a)$ the committee may meet and adjourn as it thinks proper;
$(b)$ the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set

for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

$(c)$ a majority of the members of the committee constitutes a quorum of the committee; and
$(d)$ questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

$20.1$ Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

determine the functions and duties of the officer; $(a)$
entrust to and confer on the officer any of the powers exercisable by the directors on such (b) terms and conditions and with such restrictions as the directors think fit; and
$(c)$ revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

$21.$ INDEMNIFICATION

21.1 Definitions

In this Article 21:

"eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount $(a)$ paid in settlement of, an eligible proceeding;

$(b)$ "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
$(i)$ is or may be joined as a party; or
$(ii)$ is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; and
$(c)$ "expenses" has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

is or was a director, alternate director, officer, employee or agent of the Company; $(a)$
$(b)$ is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
$(c)$ at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
$(d)$ at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

$22.$ DIVIDENDS

$22.1$ Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. Pacific Standard Time on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

set the value for distribution of specific assets; $(a)$
determine that cash payments in substitution for all or any part of the specific assets to $(b)$ which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
$(c)$ vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

$24.1$ Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

$(a)$ mail addressed to the person at the applicable address for that person as follows:

$(i)$ for a record mailed to a shareholder, the shareholder's registered address;
$(ii)$ for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
$(iii)$ in any other case, the mailing address of the intended recipient;
$(b)$ delivery at the applicable address for that person as follows, addressed to the person:
$(i)$ for a record delivered to a shareholder, the shareholder's registered address;
$(ii)$ for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class:
$(iii)$ in any other case, the delivery address of the intended recipient;
$(c)$ sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
$(d)$ sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; and
$(e)$ physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

$(a)$ mailing the record, addressed to them:
$(i)$ by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
at the address, if any, supplied to the Company for that purpose by the persons $(ii)$ claiming to be so entitled; or
$(b)$ if an address referred to in paragraph $24.5(a)(ii)$ has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

$(a)$ any two directors;
$(b)$ any officer, together with any director;
$(c)$ if the Company only has one director, that director; or
any one or more directors or officers or persons as may be determined by the directors. $(d)$

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share

certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES

The common shares of the Company shall have attached thereto the following rights, privileges, restrictions and conditions:

$(a)$ the holders of the common shares shall be entitled to receive notice of and attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholder of the Company, except meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series;
$(b)$ subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the payment of dividends, the holders of common shares shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors of the Company from time to time determine and all dividends which the board of directors of the Company may declare upon the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding; and
$(c)$ in the event of dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company and its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of any other shares ranking senior to the common shares with respect to priority in the distribution of assets upon dissolution, liquidation, winding-up or distribution for the purpose of windingup, the holders of the common shares shall be entitled to receive the remaining property and assets of the Company in equal amounts per share on all common shares at the time outstanding.

AI assistant

Blue Sky Uranium Corp. — AGM Information 2020

45808_rns_2020-08-20_1266961b-07eb-4b05-bb71-cbd24d1f53f6.pdf

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

TO BE HELD AT 10:00 A.M. ON WEDNESDAY, SEPTEMBER 16, 2020

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

http://services.choruscall.ca/DiamondPassRegistration/register?confirmationNumber=10010744&linkSecuritySt ring=949334b80

Canada/USA Toll Free: 1-800-319-4610 or

International Toll: +1-604-638-5340

BLUE SKY URANIUM CORP.

GLOSSARY OF DEFINED TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Canada/USA Toll Free: 1-800-319-4610 or

International Toll: +1-604-638-5340

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting and any adjournments thereof.

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

REGISTERED AND NON-REGISTERED SHAREHOLDERS

REVOCABILITY OF PROXY

RECORD DATE

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

QUORUM

MATTERS FOR CONSIDERATION AT THE MEETING

ELECTION OF DIRECTORS

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Currencies

Named Executive Officers of Blue Sky

Director and Named Executive Officer Compensation, excluding Options and Compensation Securities

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

Exercise of Compensation Securities by Directors and NEOs

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

Joseph Grosso, Chairman of the Board

Nikolaos Cacos, President and Chief Executive Officer

Darren Urquhart, Chief Financial Officer

Change of Control

(each a "Change of Control Event");

Estimated Incremental payments

Dr. David Terry and Vinland Holdings Ltd.

Management Agreements

Non-NEO Directors

Oversight and Description of Directors and NEO Compensation

Compensation Objectives and Principles

Compensation Process

Components of Compensation

Annual base salary

Annual cash incentives

Option based awards

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Compensation Plan Information

Indebtedness of Directors, Executive Officers and Senior Officers

Interest of Informed Persons In Material Transactions

MANAGEMENT CONTRACTS

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

APPOINTMENT OF AUDITORS

APPROVAL OF THE NEW STOCK OPTION PLAN

REPLACE RIGHTS AND RESTRICTIONS ON COMMON SHARES AND ELIMINATE PREFERRED SHARES

RESOLVED AS A SPECIAL RESOLUTION THAT:

26. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES

APPROVAL OF ADOPTION OF NEW ARTICLES

Material Differences Between Existing Articles and New Articles

Shareholder Approval of the Adoption of New Articles

RESOLVED AS A SPECIAL RESOLUTION THAT:

OTHER MATTERS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Blue Sky Uranium Corp. AGM Information 2020