Blue Star Gold Corp. — Proxy Solicitation & Information Statement 2023

May 3, 2023

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MANAGEMENT INFORMATION CIRCULAR

as at April 19, 2023

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Blue Star Gold Corp . (the “ Company ”) for use at the annual general meeting (the “ Meeting ”) of its shareholders to be held on Wednesday, May 24, 2023 at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.

In this Circular, references to “the Company”, “we” and “our” refer to Blue Star Gold Corp. “common shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold common shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of common shares held as of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are officers and directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

The only methods by which you may appoint a person as proxy are submitting a Proxy by mail, hand delivery or fax.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the common shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your common shares will be voted accordingly. The Proxy confers discretionary authority on persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

• (b) any amendment to or variation of any matter identified therein, and

• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, or where both choices have been specified, in favour or all matters described herein, the persons named in the Proxy will vote the common shares represented by the Proxy for the approval of such matter.

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Notice and Access

The Company is not sending this Circular to registered or beneficial shareholders using “notice-and-access” as defined under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”).

Registered Shareholders

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the form of Proxy and returning it to the Company’s transfer agent, Endeavor Trust Corporation (“ Endeavor Trust ”), by:

• (a) mail or by hand to Suite 702 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4;

• (b) facsimile to 604.559.8908;

(c) email to proxy@endeavortrust.com; or (d) www.eproxy.ca.

In all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

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

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of the Proxy.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold common shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of common shares).

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, 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. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

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

Pursuant to National Instrument 54-101 of the Canadian Securities Administrators (the “ CSA ”), the Company is sending proxy-related materials directly to NOBOs, which materials will include a scannable Voting Instruction Form (a “ VIF ”). These VIFs are to be completed and returned to Endeavor Trust in the envelope provided or by facsimile. Endeavor Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

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Management of the Company does not intend to pay for intermediaries to forward to OBOs under National Instrument 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary , and, in the case of an OBO, the OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

Every intermediary that mails proxy-related materials to Beneficial Shareholders has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their common shares are voted at the Meeting.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge mails a voting instruction form (the “ Broadridge VIF ”) which will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. The Broadridge VIF will appoint the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the Broadridge VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Broadridge VIF. The completed Broadridge VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. If you receive a Broadridge VIF, you cannot use it to vote common shares directly at the Meeting – the Broadridge VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the common shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your common shares in that capacity. If you wish to attend at the Meeting and indirectly vote your common shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal Proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your common shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Endeavor Trust at Suite 720 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, or to the address of the registered and records office of the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia V6J 4M6, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

Notice to United States Shareholders

The Company’s common shares are not registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”), and this solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Residents of the United States should be aware that applicable Canadian proxy solicitation rules differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of the Company’s shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them

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may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada, and reconciled to accounting principles generally accepted in the United States.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “ Board ”) of the Company has fixed April 19, 2023 as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their common shares voted at the Meeting.

The Company is authorized to issue an unlimited number of common shares without par value. As of the Record Date, there were 64,166,101 common shares issued and outstanding, each carrying the right to one vote. Other than as set out below, no group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the common shares.

Except as disclosed below, to the knowledge of the directors and executive officers of the Company, as at the Record Date, no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company:

Name of Shareholder	Number of Shares Held	Percentage of Shares Outstanding(1)
Dr. GeorgPollert	31,361,961	48.88%
Klaus Georg Schmid	9,195,500	14.33%

(1) Based on 64,166,101 common shares issued and outstanding as at the Record Date.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

SETTING NUMBER OF DIRECTORS

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at five (5). The Board proposes that the number of directors remain at five (5). Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at five (5).

ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

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The following table sets out the names of management’s nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment (for the five preceding years for new director nominees), the period of time during which each has been a director of the Company and the number of common shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

Name of Nominee; Current Position with the Company, Province and Country of Residence	Occupation, Business or Employment(1)	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled(1)
Don Collie(3)(4) British Columbia, Canada Director and Non-Executive Chair of the Board	Lawyer and Partner at DLA Piper (Canada) LLP, a global law firm, since 2005.	February 17, 2023	Nil
Dr. Georg Pollert(3)(4) Berlin, Germany Director	Independent Chemical Engineer. Co- Founder of Verbio AG, a producer of biofuels, then 5 years CTO, and then 10 years member of the Supervisory Board, from 2022 on honorary member of the Supervisory Board of Verbio AG.	December 17, 2018	31,361,961
Klaus Georg Schmid(2) Fischerbach, Germany Director	Mediator, Banker and Business economist for Sparkasse in Haslach/Black Forest/Germany, Retired.	December 17, 2018	9,195,500
Robert James Metcalfe(2)(3)(4) Ontario, Canada Director	Lawyer, Businessman and Corporate Director. Senior partner of Lang Michener LLP for 20 years. Former President and CEO of Armadale Properties and legal counsel to Armadale Group of Companies.	May 15, 2015	5,800
Kenneth R. Yurichuk(2) Ontario, Canada Director	Senior partner (Retired) at Bobot & Yurichuk LLP, a chartered accounting firm since 1982.	May 15, 2015	14,500

(1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise indicated, each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years. The number of common shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by the nominees themselves.

(2) Member of audit committee (the “ Audit Committee ”).

(3) Member of the corporate governance and compensation committee (the “ Corporate Governance and Compensation Committee ”).

• (4) Member of the environmental, social and governance committee (the “ ESG Committee ”).

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Except as disclosed below, to the best of the Company’s knowledge, as at the date of this Circular, and within the last 10 years before the date of this Circular, no proposed director (or any of their personal holding companies) of the Company was a director, CEO or CFO of any company (including the Company) that:

• (a) was subject to a cease trade or similar order (“ CTO ”) or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days while that person was acting in the capacity as director, CEO or CFO; or

• (b) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, CEO or CFO in the company and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.

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Robert James Metcalfe was a director of Xinergy Ltd., a U.S. producer of metallurgical and thermal coal in West Virginia. On April 6, 2015, as a result of the collapse of the entire coal industry in North America, Xinergy became the subject of a CTO and Xinergy filed voluntary petitions in the Western District of Virginia, Roanoke Division. Xinergy continued to operate while it went through an in court voluntary reorganization plan, from which it has now successfully emerged as a fully operating private company.

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control 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 or executive officer of any company, including the Company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (b) has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

None of the proposed directors (or any of their personal holding companies) 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 a regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITOR

Smythe LLP, Chartered Professional Accountants (“ Smythe LLP ”), of Suite 1700, 475 Howe Street, Vancouver, British Columbia, V6C 2B3, will be nominated at the Meeting for re-appointment as auditor of the Company at a remuneration to be fixed by the Board. Smythe LLP, were appointed the auditor of the Company on May 13, 2009.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee’s Charter

The Audit Committee has a charter. A copy of the Audit Committee charter is attached to the Company’s management information circular dated April 21, 2022 and was filed on SEDAR at www.sedar.com on May 2, 2022 and is specifically incorporated by reference into, and forms an integral part of, this Circular.

Composition of the Audit Committee

The current members of the Audit Committee are Kenneth R. Yurichuk (Chair), Klaus Georg Schmid and Robert James Metcalfe. All members of the Audit Committee are considered to be financially literate. None of the Audit Committee members are executive officers of the Company and, therefore, are independent members of the Audit Committee.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of a member’s independent judgement.

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A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

The following describes the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member:

Kenneth R. Yurichuk has served as a senior partner at Bobot & Yurichuk LLP, a chartered accounting firm since 1982. He has served as a director and officer of a number of private and public companies involved in a wide range of industries including mining, real estate development, investment and manufacturing. Mr. Yurichuk is a past board member and Audit Committee Chair of NovaDx Ventures Corp., Emgold Mining Corp., ValGold Resources Ltd., and Paragon Minerals Corp. He has served as a director of Mavrix Fund Management Inc. and as a director of Matrix Balanced Income funds, a subsidiary of Growth Works Ltd. as well as a number of resource funds. Officer and Director of Reon Development Corporation a Brownfield development company specializing in environmental remediations.

Klaus Georg Schmid has been a banker for more than 45 years, primarily in corporate and investment banking in Germany and, in particular, for Sparkasse in Haslach/Black Forest. Mr. Schmid studied at the Administrative and Business Academy Freiburg, Germany. He continued with ongoing certifications and achieved the highest level of licensed certifications which allows him to run a bank.

He was one of the first investors in EURASIA Holding. This company has supported the development of Osisko on an ongoing basis in Canada from the early beginnings. Through his investments in numerous resource companies he is familiar with the junior markets, particularly in Europe and North America.

Robert James Metcalfe was a senior partner with the law firm Lang Michener LLP for 20 years. He is the former President and Chief Executive Officer of Armadale Properties and Counsel to all of the Armadale Group of Companies, with significant holdings across numerous industries including finance, construction of office buildings, airport ownership, management and refurbishing, land development, automotive dealerships as well as newspaper publishing, radio and television stations. Mr. Metcalfe has served as President, CEO, Lead Director, Chairman and Committee member on numerous publicly listed natural resource and industry company corporate boards in Canada, the USA, England, South America and Africa. As director and shareholder, Mr. Metcalfe has been engaged in numerous acquisitions, divestitures, corporate reorganizations, financings and corporate improvements, as well as serving on numerous special committees across many sectors. He is a member of the Institute of Corporate Directors and a member in good standing of the Law Society of Upper Canada.

Each member of the Company’s present and proposed Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

• (a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• (b) 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 individuals engaged in such activities; and

• (c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor, other than Smythe LLP.

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Reliance on Certain Exemptions

The Company’s auditors, Smythe LLP, have not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by Smythe LLP to the Company to ensure auditor independence. The following table outlines the fees incurred with Smythe LLP who were appointed auditors of the Company on May 13, 2009 for audit and non-audit services in the last two fiscal years:

Nature of Services Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total:	Fees Paid to Auditor in Year Ended November 30, 2022 Fees Paid to Auditor in Year Ended November 30, 2021 $40,490 $42,000 Nil Nil $8,000 $8,500 Nil Nil	Fees Paid to Auditor in Year Ended November 30, 2022 Fees Paid to Auditor in Year Ended November 30, 2021 $40,490 $42,000 Nil Nil $8,000 $8,500 Nil Nil	Fees Paid to Auditor in Year Ended November 30, 2022 Fees Paid to Auditor in Year Ended November 30, 2021 $40,490 $42,000 Nil Nil $8,000 $8,500 Nil Nil	Fees Paid to Auditor in Year Ended November 30, 2022 Fees Paid to Auditor in Year Ended November 30, 2021 $40,490 $42,000 Nil Nil $8,000 $8,500 Nil Nil	Fees Paid to Auditor in Year Ended November 30, 2022 Fees Paid to Auditor in Year Ended November 30, 2021 $40,490 $42,000 Nil Nil $8,000 $8,500 Nil Nil
			$48,490		$50,500

• (1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

• (2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

• (3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

• (4) “All Other Fees” include all other non-audit services.

Exemption

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on exemptions for “ de minimis non-audit services” in Section 2.4 of NI 52-110 or any exemption from NI 52-110 granted under Part 8 of such instrument. The Company is relying on the exemption in Section 6.1 of NI 52-110, which provides that venture issuers are exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices; as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

The following provides information with respect to the Company’s compliance with the corporate governance requirements (the “ Corporate Governance Guidelines ”) of the Canadian Securities Administrators set forth in

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National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NP 58-101 ”) and Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers).

Effective March 27, 2015, the Board adopted the Corporate Governance Policies so as to address the issues raised in NP 58-101. A copy of the Corporate Governance Policies was filed on SEDAR at www.sedar.com on May 11, 2015 and is specifically incorporated by reference into, and forms an integral part of, this Circular.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems. The plenary Board reviews executive compensation and recommends stock option (“ Options ”) grants.

The independent members of the Board are Don Collie, Kenneth R. Yurichuk, Klaus Georg Schmid and Robert James Metcalfe. For greater clarity, Mr. Collie is the non-executive Chair of the Board of the Company.

The sole non-independent member of the Board is Dr. Georg Pollert. Dr. Pollert owns a material interest in the Company, and, therefore, does not meet the definition of independence as set forth in NI 52-110.

The following director of the Company is a director of other reporting issuers:

Name of Director	Name of Other Reporting Issuer
Robert James Metcalfe	Pasofino Gold Limited BetterLife Pharma Inc. Orvana Minerals Corp.

Mandate of the Board of Directors

The Company’s Articles of Incorporation set out the responsibilities, powers and duties of directors. Additionally, the Board is governed by the requirements of applicable corporate and securities law which provide that the Board has responsibility for the stewardship of the Company. Stewardship includes 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.

Strategic planning and risk identification by the Board is assisted by and based on information and recommendations of the senior management of the Company on a variety of matters including opportunities for the Company and project status.

The Board monitors the Company’s compliance with its timely disclosure obligations and reviews principal disclosure documents (such as prospectuses, offering memoranda, financial statements, management’s discussion & analysis, annual reports and annual information forms) and members of the Board review secondary disclosure documents (such as press releases) prior to their distribution. The Board relies on its Audit Committee to discuss, as needed, the Company’s systems of internal financial control with the Company’s external auditor. The Board, in consultation with the Corporate Governance and Compensation, determines compensation for the directors and CEO.

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Description of Roles

The Board has not established written descriptions of the positions of Chair or Lead Director of the Board, CEO or chair of any of the committees of the Board, as it feels they are unnecessary and would not improve the function and performance of the Board, CEO or the respective committees. To date, roles been delineated by the nature of the overall responsibilities of the Board (in the case of the Chair or Lead Director of the Board) or the committee charter (in the case of a chair of a committee). The Board intends to establish written position descriptions for the Chair, CEO and the chair of each committee of the Board as part of the next phase of the Company’s growth. Additionally, charters have been or will be created for the operation of the Board and each of its committees.

Orientation and Continuing Education

The Board and the Company’s senior management conduct orientation programs for new directors. The orientation programs include presentations by management to familiarize new directors with the Company’s projects, its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its outside legal advisors. In addition, the orientation program includes a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and to the extent practical, visits to Company headquarters and certain of the Company’s significant facilities.

To enable each director to better perform their duties and to recognize and deal appropriately with issues that arise, the Company provides the directors with suggestions to undertake continuing director education, the cost of which is borne by the Company.

Ethical Business Conduct

As part of its responsibility for the stewardship of the Company, 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 of Business Conduct and Ethics (the “ Code ”) setting out the guidelines for the conduct expected from directors, officers and employees of the Company. A copy of the Code was filed on SEDAR at www.sedar.com on May 11, 2015. Compliance with the Code is achieved as follows: each director is responsible for ensuring that they individually comply with the terms of the Code; the Board is responsible for ensuring that the directors, as a group, and all officers comply with the Code; and the executive officers of the Company are responsible for ensuring compliance with the Code by employees. Since the beginning of the Company’s last financial year, it has not filed a Material Change Report relating to any conduct of a director or executive officer that constitutes a departure from the Code.

• has established a written “Whistleblower Policy” which details complaint procedures for financial concerns as further described below under “Complaints’. A copy of the Whistleblower Policy was filed on SEDAR at www.sedar.com on May 11, 2015.

• encourages management to consult with legal and financial advisors to ensure the Company is meeting its corporate governance requirements and obligations.

• is cognizant of the Company’s timely disclosure obligations and reviews material disclosure documents such as financial statements, management’s discussion & analysis and press releases prior to distribution.

• relies on its Audit Committee to discuss, as needed, the Company’s systems of internal financial control with the Company’s external auditor.

• actively monitors the Company’s compliance with the Board’s directives and ensures that all material

• transactions are reviewed and authorized by the Board before being undertaken by management.

In addition, the Board must comply with the conflict of interest provisions of governing corporate legislation, relevant securities regulatory instruments and stock exchange policies (which require that interested directors recuse themselves from the consideration of, and voting on, such matters) to ensure its directors exercise independent

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judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Complaints

The Audit Committee has established a written “Whistleblower Policy” which creates procedures for the confidential and anonymous submission by employees of complaints and concerns regarding the Company’s accounting, auditing and financial reporting procedures and obligations, without fear of retaliation of any kind.

The Whistleblower Policy provides that if an employee has any information, complaints or concerns regarding such matters being questionable, incorrect, misleading or fraudulent they are urged under the Whistleblower Policy to present such information, complaints or concerns to the Audit Committee, without regard to the position of the persons responsible for the subject matter of the information, complaint or concern. Promptly following the receipt of any information, complaints and concerns submitted to it, the Audit Committee investigates each matter and takes appropriate corrective actions.

The Audit Committee retains as part of its records, any information, complaints or concerns received. Furthermore, it maintains a written record of all such reports or inquiries and reports quarterly on any on-going investigations and steps taken to satisfactorily address each complaint.

Nomination of Directors

The Board does not currently have a nominating committee. The Board does not feel it is necessary to increase the number of directors on the Board at this time. When the Board considers it necessary to increase its size, it may consider whether a nominating committee comprised of the independent directors of the Board, needs to be formed to recommend appointees and assess directors on an on-going basis.

Any new appointees or nominees to the Board must have a favourable track record in general business management, special expertise in areas of strategic interest to the Company, the ability to devote the time required and a willingness to serve as a director.

Other Board Committees

In addition to the Audit Committee, the Board has established a Corporate Governance and Compensation Committee and the ESG Committee.

The Corporate Governance and Compensation Committee provides a focus on corporate governance with the goal of enhancing corporate performance and to ensure on behalf of the Board and shareholders that the Company’s corporate governance system is effective in the discharge of its obligations to the Company’s shareholders.

The current members of the Corporate Governance and Compensation Committee are Don Collie (Chair), Dr. Georg Pollert and Robert James Metcalfe.

The ESG Committee provides a focus on the Company’s commitment to sustainable and responsible practices as a junior gold exploration company and addresses the Company’s environmental protection policies, social issues and governance practices on an annual basis.

The current members of the ESG Committee are Robert James Metcalfe (Chair), Dr. Georg Pollert and Don Collie.

Assessments

The Board is also responsible for regularly assessing its effectiveness and that of its committees and the individual directors on an on-going basis. The Board has not established any formal procedures to regularly assess the Board itself, its committees or the individual directors with respect to their effectiveness and contributions.

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COMPENSATION OF EXECUTIVE OFFICERS

Executive Compensation

In this section “Named Executive Officer” (“ NEO ”) means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

During the year ended November 30, 2022, the Company had the following NEOs: Grant Ewing, CEO of the Company and Andrea Yuan, interim CFO of the Company.

Compensation Discussion and Analysis

The Board has appointed a Corporate Governance and Compensation Committee whose responsibility relates to executive and director compensation, including reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation programs, recommending compensation of the Company’s officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives.

The Corporate Governance and Compensation Committee makes recommendations to the Board and the Board then assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company.

The members of the Corporate Governance and Compensation Committee are Don Collie (Chair), Dr. Georg Pollert and Robert James Metcalfe. Mr. Collie and Mr. Metcalfe are independent members of the Corporate Governance and Compensation Committee. Dr. Pollert owns a material interest in the Company, and, therefore, does not meet the definition of independence as set forth in NI 52-110.

The Corporate Governance and Compensation Committee possesses the technical understanding needed to determine the value of a candidates’ skill set through applied practical analysis and cross-referenced compensation of closely matched executives in similar fields.

The compensation for executives includes four components: base consulting fees, bonus (if applicable), Options and perquisites. As a package, the compensation components are intended to satisfy the objectives of the compensation program (that is, to attract, retain and motivate qualified executives). There are no predefined or standard termination payments, change of control arrangements or employment contracts.

Philosophy and Objectives

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

• a) attracting and retaining talented, qualified and effective executives;

• b) motivating the short and long-term performance of these executives; and

• c) better aligning their interests with those of the Company’s shareholders.

Resources permitting, in compensating its senior management, the Company has employed a combination of base salary, bonus compensation and equity participation through its amended 10% rolling stock option plan (the “ Plan ”).

Base Salary

In the view of the Board, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on companies earning comparable revenues in a similar industry is compiled from a variety of sources, including publicly available surveys conducted by independent consultants and national and international publications.

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Cash Incentive Compensation

The Company’s primary objective is to aim to achieve certain strategic objectives and milestones. The Board approves executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. There were no bonuses paid to any of the NEOs during the most recently completed fiscal year.

Equity Participation

The Board believes that encouraging its executives and employees to become shareholders is an effective way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s Plan. Options are granted to senior executives taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. Options granted to senior executives generally vest immediately.

Given the evolving nature of the Company’s business, the Board, in consultation with the Corporate Governance and Compensation Committee, continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Compensation of the NEOs

The compensation of each of the NEOs is approved annually by the Board. Base cash compensation and variable cash compensation levels are based on any market survey data available to the Board and the Board’s collective knowledge of compensation in the resource industry.

Option-Based Awards

The Company has in place its Plan which was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. Management proposes Option grants to the Board based on such criteria as performance, previous grants, and hiring incentives. All Option grants require approval of the Board. The Plan is administered by the directors of the Company and provides that Options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

The Board reviews the grants of Options on an annual basis.

See Particulars of Matters to be Acted Upon – Re-Approve Stock Option Plan for further information on the Company’s Plan.

Summary Compensation Table

Name and Principal Positions	Year(1)	Salary ($)	Share- based awards ($)	Option- based awards	Non-equity incentive plan compensation(3) ($)	Non-equity incentive plan compensation(3) ($)	Pension value ($)	All other compensa- tion ($)	Total compensa- tion ($)
					Annual incentive plans	Long-term incentive plans
Grant Ewing(2) CEO	2022 2021 2020	204,000 204,000 59,500	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	204,000 204,000 59,500
Andrea Yuan(3) Interim CFO	2022 2021 2020	132,000 132,000 96,750	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	132,000 132,000 96,750

(1) Financial years ended November 30.

(2) Grant Ewing has served as CEO of the Company since August 17, 2020.

(3) Andrea Yuan has served as interim CFO of the Company since January 1, 2020.

Incentive Plan Awards

Outstanding Option-Based Awards

Pursuant to the Plan, the Company may grant up to 10% of the issued and outstanding common shares of the

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Company. As at the Record Date, there were 2,380,000 Options granted and outstanding under the Plan.

The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:

The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:	The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:	The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:	The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:	The following table sets out all Option-based awards outstanding as at November 30, 2022 for each NEO. There were no share-based awards granted to any of the NEOs:
	Option-based Awards
Name and Principal Positions	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the-money options ($)(1)
Grant Ewing CEO	120,000 100,000 50,000	1.25 1.10 0.50	August 7, 2025 December 17, 2023 March 30, 2027	Nil Nil Nil
Andrea Yuan Interim CFO	100,000 50,000	1.10 0.50	December 17, 2023 March 30, 2027	Nil Nil

(1) This amount is based on the difference between the market value of the securities underlying the options on November 30, 2022, which was $0.225, being the last trading day of the common shares for the financial year and the exercise price of any outstanding options.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested during the financial year ended November 30, 2022 for Options awarded under the Plan for the NEO, as well as the value earned under non-equity incentive plans for the same period.

Name	Option-based awards- Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation Value earned during the year ($)
Grant Ewing CEO	Nil	Nil	Nil
Andrea Yuan InterimCFO	Nil	Nil	Nil

Termination and Change of Control Benefits

Except as disclosed below, there are no compensatory plans or arrangements with respect to any NEO resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of an NEO’s responsibilities following a change in control.

Pursuant to an employment agreement entered with Grant Ewing, CEO of the Company, dated July 27, 2020, in the event of termination by the Company other than for just cause, disability or death or termination for “good reason”, within 12 months after a change of control, the Company shall pay Mr. Ewing a lump-sum severance payment equal to 24 months of Mr. Ewing’s base salary, less required deductions. If Mr. Ewing resigns from his position as CEO of the Company within 6 months after a change of control, the Company will pay Mr. Ewing a lump-sum severance payment equal to 24 months of Mr. Ewing’s base salary, less required deductions.

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Director Compensation

In addition to any director fees, directors who are also employees of the Company or provide consulting services to the Company are remunerated in accordance with their individual written employment or consulting agreements. The compensation provided to directors and former directors, excluding directors who are included in disclosure for NEO, for the financial year ended November 30, 2022 was:

Name of Director	Fees Earned ($)	Share- based Awards ($)	Option- based Awards ($)	Non- equity Incentive Plan Compen- sation ($)	Pension Value ($)	All Other Compen- sation ($)	Total ($)
Dr. Georg Pollert(1)	15,000	Nil	Nil	Nil	Nil	Nil	15,000
Robert James Metcalfe(2)	40,000	Nil	Nil	Nil	Nil	Nil	40,000
Kenneth R. Yurichuk(2)	15,000	Nil	Nil	Nil	Nil	Nil	15,000
Judy Baker(3)	15,000	Nil	Nil	Nil	Nil	Nil	15,000
Klaus Georg Schmid(1)	15,000	Nil	Nil	Nil	Nil	Nil	15,000

(1) Served as a director of the Company since December 17, 2018.

(2) Served as a director of the Company since May 15, 2015.

(3) Ms. Baker served as a director of the Company from December 17, 2018 to February 17, 2023.

Outstanding Option-Based Awards

The following table sets forth for each director, other than those who are also NEOs of the Company, all awards outstanding at the end of the most recently completed financial year ended November 30, 2022:

Name	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the-money options ($)(1)
Dr. Georg Pollert	10,000 50,000 50,000	1.10 1.10 0.50	October 17, 2024 December 17, 2023 March 30, 2027	Nil Nil Nil
Robert James Metcalfe	150,000 30,000 60,000 60,000	1.10 1.25 1.10 0.50	October 17, 2024 October 17, 2024 December 17, 2023 March30,2027	Nil Nil Nil Nil
Kenneth R. Yurichuk	150,000 30,000 50,000 50,000	1.10 1.25 1.10 0.50	October 17, 2024 October 17, 2024 December 17, 2023 March30,2027	Nil Nil Nil Nil
Judy Baker(2)	60,000 50,000 50,000	1.10 1.10 0.50	May 18, 2023 May 18, 2023 May18,2023	Nil Nil Nil
Klaus Georg Schmid	60,000 50,000 50,000	1.10 1.10 0.50	October 17, 2024 December 17, 2023 March30,2027	Nil Nil Nil

(1) This amount is based on the difference between the market value of the securities underlying the options on November 30, 2022, which was $0.225, being the last trading day of the common shares for the financial year and the exercise price of any outstanding options.

(2) Ms. Baker served as a director of the Company from December 17, 2018 to February 17, 2023.

Narrative Discussion

The Company has its Plan for the granting of Options to the directors, officers, employees and consultants. The purpose of granting such Options is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, employees and consultants and to closely align the personal interests of such persons to that of the shareholders.

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each director, other than those who are also NEOs of the Company, the value of all incentive plan awards vested during the financial year ended November 30, 2022:

Name Dr. Georg Pollert Robert James Metcalfe Kenneth R. Yurichuk Judy Baker(1) Klaus Georg Schmid	Option-based awards- Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation Value earned during the year ($)
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil

(1) Ms. Baker served as a director of the Company from December 17, 2018 to February 17, 2023.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets out equity compensation plan information as at the year ended November 30, 2022, utilizing the Plan:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	2,670,000	0.90	3,846,610
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total:	2,670,000		3,846,610

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is or who at any time during the last financial year was a director or executive officer or employee of the Company, a proposed nominee for election as a director of the Company or an associate of any such director, officer or proposed nominee is, or at any time since the beginning of the last completed financial year has been, indebted to the Company or any of its subsidiaries and no indebtedness of any such individual to another entity is, or has at any time since the beginning of such year been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the Company’s last completed financial year, no informed person of the Company, nominee for election as a director of the Company, or any associate or affiliate of an informed person or nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

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MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Re-Approve Stock Option Plan

The TSX Venture Exchange (the “ Exchange ” or the “ TSXV ”) policy requires all of its listed companies to have a stock option plan if a company intends to grant Options. On May 19, 2020, the Board adopted a new 10% rolling stock option plan in order to eliminate a minimum Option exercise price, set the maximum Option term to up to 10 years, and for outgoing directors and officers, allow for Options to expire up to 90 days from the date of termination or resignation, and which was established to provide incentive to directors, officers and employees and consultants. Subsequently, the Board amended the Plan on March 22, 2022 (hereinafter, the Plan and amendments thereto, are referred to as the “ Plan ”) to include new terms pursuant to the new TSXV Policy 4.4 Security Based Compensation (the “ Policy ”) that came into effect on November 24, 2021.

The Exchange Policy requires (i) all of its listed companies to have a security based compensation plan if a company intends to grant Options; (ii) shareholder approval is required by ordinary resolution in respect of the implementation or amendment of a security based compensation plan, and annually no later than 15 months from the date shareholder approval was last obtained for the security based compensation plan, otherwise, the issuer will be unable to grant any further security based compensation under the security based compensation plan until shareholder approval is obtained; and (iii) the security based compensation plan must be submitted for Exchange review and approval on an annual basis.

The Plan is a rolling plan, and a maximum of 10% of the issued and outstanding common shares of the Company at the time an Option is granted, less common shares reserved for issuance on exercise of Options then outstanding under the Plan, are reserved for Options to be granted at the discretion of the Board to eligible optionees (an “ Optionee ”). As at the date of this Circular, there were 2,380,000 Options outstanding.

Material Terms of the Plan

The following is a brief summary of the material terms of the Plan pursuant to the new Exchange Policy:

• (a) Disinterested Shareholder Approval, as defined below, will be required, among other things, for (i) any reduction in the exercise price of an Option or the extension of the term of an Option, (ii) any amendment to the Plan that would result in a benefit to an insider, and (iii) any extension to Options granted to individuals that are insiders at the time of the proposed amendment;

• (b) Shareholder approval is required for amendments to the Plan where such amendment would amend the (i) Service Providers who may be granted Options under the Plan, (ii) method for determining the exercise price of an Option, (iii) maximum term of an Option, (iv) expiry and termination provisions relating to the options under the Plan, (iv) limitations under the Plan on the number of Options that may be granted to any one person or category of persons, including insiders, as set out in the Plan, (v) maximum number or percentage, as the case may be, of shares that may be reserved under the Plan for issuance pursuant to the exercise of the Options, or (vi) the Plan to include a Net Exercise provision (as defined in the TSXV Policy); and

• (c) Any adjustment made to an Option granted or issued (except in relation to a consolidation or share split) is subject tot the prior acceptance of the TSXV.

“Disinterested Shareholder Approval” means the approval by a majority of the votes cast by all shareholders of a company at a duly constituted shareholders’ meeting, excluding votes attached to those shares that are beneficially owned by insiders who are Service Providers or their associates.

The Plan is subject to the acceptance by the shareholders of the Company and by the TSXV. At the Meeting, shareholders will be asked to consider and vote on the ordinary resolution to approve the Plan, with or without variation, as follows:

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“UPON MOTION DULY MADE, IT WAS RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Company’s amended 10% rolling stock option plan (the “ Plan ”) dated March 22, 2022 be ratified, confirmed and approved, subject to any amendments that may be required by any applicable stock exchange or regulatory authority, as the directors of the Company may deem necessary or advisable.

2. To the extent permitted by law, the Company be authorized to abandon all or any part of the Plan if the directors of the Company deem it appropriate and in the best interests of the Company to do so.

3. Any one or more of the directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to these resolutions.”

The Board recommends that shareholders vote in favour of the Plan. Unless such authority is withheld, the persons named in the enclosed Proxy intend to vote FOR the approval of the foregoing ordinary resolution.

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

A copy of the Plan will be available for inspection at the Company's registered and records offices at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, V6J 4M6, and will also be available for viewing at the Meeting.

ADDITIONAL INFORMATION

The audited financial statements of the Company for the year ended November 30, 2022 and the related management’s discussion and analysis (the “ Financial Materials ”) were filed on SEDAR on March 21, 2023 at www.sedar.com, and will be placed before the Meeting.

Shareholders may request copies of the Financial Materials without charge from the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia V6J 4M6, telephone: 604.737.2303; fax: 604.737.1140.

OTHER MATTERS

The Board is not aware of any other matters which they anticipate will come before the Meeting as of the date of mailing of this Circular.