Boundary Gold and Copper Mining Ltd.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

AND

MANAGEMENT PROXY CIRCULAR

FOR

ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

OF

BOUNDARY GOLD AND COPPER MINING LTD TO BE HELD ON SEPTEMBER 30, 2022

with Information as of August 31, 2022 (except as otherwise indicated)

Suite 400 - 837 West Hastings St. Vancouver, British Columbia V6E 3T5 Tel: 778-331-3353

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Take notice that the annual general and special meeting of shareholders (the “Meeting”) of Boundary Gold and Copper Mining Ltd (the “Corporation”) will be held at Suite 400 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6 on Friday, September 30, 2022 at 10:00 a.m. (local time), for the following purposes:

to receive and consider the consolidated financial statements of the Corporation for the financial year ended August 31, 2021, the report of the auditor thereon, and the related management discussion and analysis;
to fix the number of directors of the Corporation for the ensuing year at three (3) persons;
to elect Board of Directors of the Corporation for the ensuing year, as more particularly set forth in the accompanying management information circular dated August 31, 2022;
to appoint DMCL LLP as the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to set the remuneration paid to the auditor;
to consider, and if deemed advisable, ratify, confirm and approve the Corporation’s stock option plan for continuance until the Corporation’s next annual general meeting;
To consider and, if deemed advisable, to pass a special resolution to ratify, confirm and approve a consolidation of the Common Shares of the Corporation on a basis of up to twenty (20) preconsolidation Common Shares for one (1) post-consolidation Common Share, and in substantially the form set out in the management information circular dated August 31, 2022;
To consider and, if deemed advisable, to pass a special resolution to ratify, confirm and approve a change in the Company’s articles, and in substantially the form set out in the management information circular dated August 31, 2022;
to consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

A Management Proxy Circular (the “Circular”) accompanies this Notice. The Circular contains details of matters to be considered at the Meeting. The audited financial statements for the year ended August 31, 2020, the report of the auditor thereon, and the related management discussion and analysis will be made available at the Meeting and are available at www.sedar.com

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it by fax, by hand, by mail, or via internet voting, in accordance with the instructions set out in the form of proxy and in the Circular prepared for the Meeting.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or Voting Instruction Form and in the Circular to ensure their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Dated at Vancouver, British Columbia, the 31[st] day of August, 2022.

BY ORDER OF THE BOARD

“Russell Van Skiver”

Russell Van Skiver President and Chief Executive Officer

BOUNDARY GOLD AND COPPER MINING LTD.

Suite 400 - 837 West Hastings St. Vancouver, British Columbia V6E 3T5 Tel: 778-331-3353

MANAGEMENT PROXY CIRCULAR

with information as of August 31, 2022 (except as otherwise indicated)

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Boundary Gold and Copper Mining Ltd (the “Corporation”) for use at the annual general and special meeting (the “Meeting”) of its shareholders to be held on September 30, 2022 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Circular, references to the “Corporation”, “we” and “our” refer to Boundary Gold and Copper Mining Ltd. “Common Shares” means common shares without par value in the capital of the Corporation. “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 Corporation. The Corporation will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held 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/or directors of the Corporation. 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 and 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.

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 the 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
2 -
(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, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. A registered shareholder may submit a proxy using one of the following methods:

(a) complete, date and sign the Proxy and return it to the Corporation’s transfer agent, Computershare Trust Company of Canada (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 600, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8; or
(b) use a touch-tone phone to transmit voting choices to the toll free number given in the proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or
(c) log on to Computershare’s website at, www.investorvote.com. Registered shareholders must follow the instructions provided on the website and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

In all cases you must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Corporation’s board of directors (“Board”) at its discretion without notice.

Please note that in order to vote your Common Shares in person at the Meeting, you must attend the Meeting and register with the Scrutineer before the Meeting. If you have already submitted a Proxy, but choose to change your method of voting and attend the Meeting to vote, then you should register with the Scrutineer before the Meeting and inform them that your previously submitted proxy is revoked and that you personally will vote your Common Shares at the Meeting.

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 Corporation as the registered holders of Common Shares) or as set out in the following disclosure.

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 Corporation. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the “U.S.”), 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).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a voting instruction form (a “VIF”) in lieu of a Proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation), other than any of the persons designated in the VIF to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you), in the blank space provided in the VIF. The completed 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 voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting, or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Provinces of Alberta and British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Alberta Business Corporations Act , as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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 using one of the following methods:

(a) execute a proxy bearing a later date or execute a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in
4 -

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 Computershare or to the Corporation’s office, located at 3[rd] floor, 510 Burrard St, Vancouver, BC V6C 3B9, 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, or in any other manner provided by law; or

(b) attend the Meeting in person and vote the registered shareholder’s Common Shares.

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

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

No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed August 31, 2022, 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.

As of August 31, 2022, there were 31,567,085 Common Shares issued and outstanding, each carrying the right to one vote. 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. The Corporation is also authorized to issue an unlimited number of Preferred shares. There were no Preferred shares issued and outstanding as of August 31, 2022.

To the knowledge of the directors and executive officers of the Corporation, no person beneficially owns directly or indirectly, or exercises control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation as of August 31, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commissions or similar regulatory authority in the Canadian Provinces of Alberta and British Columbia are specifically incorporated by reference into, and form an integral part of, this Circular:

Consolidated Annual Financial Statements and Management Discussion and Analysis for the fiscal year ended August 31, 2021; and
Audit Committee Charter attached as Schedule “B” to the Corporation’s Management Proxy Circular as filed on SEDAR on March 7, 2012.

Copies of documents incorporated herein by reference may be obtained by a Shareholder upon request without charge from the Corporate Secretary of the Corporation at the address and telephone number above. These documents are also available via the internet at www.sedar.com.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast by shareholders present at the Meeting in person or by proxy is required to pass the ordinary resolutions described herein. Special resolutions require a majority of not less than two-thirds of the votes cast by shareholders present at the Meeting in person or by proxy.

If there are more nominees for election as directors or appointment of the Corporation’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.

ELECTION OF DIRECTORS

At the Meeting, Shareholders will be asked to approve an ordinary resolution to confirm the number of directors to be elected at the Meeting be fixed at three (3).

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

The following disclosure sets out the names of management’s nominees for election as directors, all major offices and positions with the Corporation 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 Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at August 31, 2022:

Name of Nominee; Current Position with the Corporation and Province or State and Country of Residence	Position with and Name and Principal Business of each Corporation/Employer	Period as a Director of the Corporation	Common Shares Beneficially Owned or Controlled(1)
Russell Van Skiver(2) President, CEO and Director British Columbia, Canada	Mr. Vanskiver is a geological technician and prospector Director of Silverstar Mining Corp., director of Caramax Mining Corp. and director Andover Mining Corp	Since September 26, 2019	Nil
Pouya Farmand CFO and Director British Columbia, Canada	Financier and Entrepreneur	Since June 22, 2022	Nil
David Jenkins(2) Director British Columbia, Canada	Realtor	Since July 13, 2020	Nil
Wilson Su Director British Columbia, Canada	Realtor	Since September 10, 2021	Nil

Notes:

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 Corporation and has been furnished by the respective nominees.

Member of the Audit Committee.
6 -

None of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Corporation acting solely in such capacity.

A shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Corporation. At the Meeting the above persons will be nominated for election as director as well as any person nominated pursuant to the Advance Notice Provision (see below). Only persons nominated by management pursuant to this Circular or pursuant to the Advance Notice Provision will be considered valid director nominees eligible for election at the Meeting.

Advance Notice Provision

On October 31, 2013, the shareholders of the Corporation approved the adoption by the Corporation of By-Law No. 1A, Advance Notice By-Law for the Election of Directors, for the purpose of adopting advance notice provisions (the “ Advance Notice Provision ”). The Advance Notice Provision provides for advance notice to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the ABCA or (ii) a shareholder proposal made pursuant to the provisions of the ABCA.

Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director.

The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision, which was filed on SEDAR on November 1, 2013 and is available under the Corporation’s profile on SEDAR at www.sedar.com.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the election of the Nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

Cease Trade Orders

Other than as disclosed herein, no proposed director of the Corporation 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:

(a) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, 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.

Bankruptcies

No proposed director of the Corporation 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 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.

No proposed director of the Corporation has, within 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 proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director of the Corporation 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 to be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITOR

DMCL LLP, of, 1200 – 609 Granville Street Vancouver, British Columbia, will be nominated at the Meeting for appointment as auditor of the Corporation at a remuneration to be fixed by the directors. The Board recommends that you vote in favour of appointment of DMCL LLP. Unless otherwise instructed, at the Meeting the proxyholders named in the Corporation’s form of Proxy or Voting Instruction Form will vote FOR the appointment of DMCL LLP.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 “Audit Committees” (“NI 52-110”) requires the Corporation, as a venture issuer, to disclose annually in its management proxy circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. Such disclosure is set forth below.

The Audit Committee’s Charter

The Audit Committee has a charter. A copy of the audit committee charter is attached as Schedule “B” to the Corporation’s management proxy circular as filed on SEDAR on March 7, 2012.

Composition of the Audit Committee

The members of the Audit Committee are:

mbers of the Audit Committee are:
Russell Van Skiver (Chair)	Not Independent
Wilson Su	Independent
David Jenkins	Independent

As contemplated by NI 52-110, each member of the audit committee are considered to be financially literate.

Relevant Education and Experience

Each member of the 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:

an understanding of the accounting principles used by the issuer to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
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 issuer’s financial statements, or experience actively supervising individuals engaged in such activities; and
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 auditor other than DMCL LLP.

Reliance on Certain Exemptions

The Corporation’s auditor, DMCL LLP, has not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the audit committee charter.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by DMCL LLP to the Corporation to ensure auditor independence. Fees incurred with DMCL LLP for audit and nonaudit services in the last two fiscal years for audit fees are outlined in the following table:

Nature of Services	Fees Paid to Auditor in Year Ended August 31, 2021	Fees Paid to Auditor in Year Ended August 31, 2020
Audit Fees(1)	$25,305	$25,305
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	Nil	Nil
All Other Fees(4)	Nil	Nil
Total	$25,305	$25,305

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’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

Under NI 52-110 the Corporation is a “venture issuer”, however, the Corporation is not relying upon the exemption pursuant to section 6.1 relating to Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110 as all three members of the Corporation’s Audit Committee are independent.

CORPORATE GOVERNANCE

Corporate Governance

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 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.

Board of Directors

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

The Board facilitates its independent supervision over management of the Corporation through frequent meetings of the Board at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

Management is delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation’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

10 -

effectiveness of the Corporation’s internal control processes and management information systems. The Board reviews executive compensation and recommends stock option grants.

The Board is currently comprised of three members, one of whom are independent and two who is nonindependent. The independent members of the Board are Mr. Jenkins. The non-independent director is Mr. Van Skiver and Ms. Liang

Directorships

Certain members of the Board are currently serving on boards of directors of other reporting companies (or equivalent) as set out below:

Name of Director	Name of Reporting Issuer	Exchange
Russell Van Skiver	N/A
Pouya Farmand	N/A
David Jenkins	Quantum BatteryMetals Corp.	CSE
	Kiaro Holdings Corp	TSXV
	Montego Resources Inc.	CSE
Wilson Su	N/A

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Corporation’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Ethical Business Conduct

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

Nomination of Directors

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

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

11 -

Compensation

The Board reviews the compensation of directors annually. At present, the Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risk involved in being an effective director of the Corporation.

Other Board Committees

The Board has no committees at this time other than the Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and audit committee. No formal policy has been established to monitor the effectiveness of each director, the Board and the audit committee.

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

The following compensation information is provided as required under Form 51-102F6V for Venture Issuers (the “Form”), as such term is defined in NI 51-102.

For the purposes of this Statement of Executive Compensation:

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

“ NEO ” or “ named executive officer ” 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 (“CEO”), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;
(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, as determined in accordance with subsection 1.3(5), for that financial year;
(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, requirements and was not acting in a similar capacity, at the end of that financial year.

During the financial year ended August 31, 2018, based on the definition above, the NEOs of the Corporation were Michael McPhie (President and CEO), Tom Pierce (CFO at August 31, 2018 financial year end), Anthony Jackson (former CFO), and Feisal Somji (Executive Chairman at August 31, 2018 financial year end).

The following statement of executive compensation also includes disclosure in respect of each person who served as a director of the Corporation in the year ended August 31, 2018. The Board members who were

12 -

not also NEOs during the financial year ended August 31, 2018 were each of David Schmidt, Raul Ramirez Morton, Robert Archer and Feisal Somji.

As of the date of this Circular, Russel Van Skiver is the President, CEO, and a director of the Corporation, Pouya Farmand is the CFO and a director of the Corporation, and David Jenkins, and Wilson Su are each a director of the Corporation.

Compensation Discussion and Analysis

The Board assumes responsibility for reviewing and monitoring compensation for the Corporation’s senior management, and as part of that mandate determines the compensation of the Corporation’s CEO and CFO. This report has been prepared by the CFO, and was subsequently reviewed and approved by the Board.

The Board has assessed the Corporation’s compensation plans and programs for its executive officers to ensure alignment with the Corporation’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that could reasonably be considered to have a possible material adverse effect on the Corporation. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Corporation has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Corporation, none of the executive officers or directors has purchased such financial instruments.

Philosophy and Objectives

Compensation for senior management of the Corporation is designed to ensure that the level and form of compensation achieves certain objectives, which are:

to attract and retain qualified and effective executives;
to motivate the short and long-term performance of these executives; and
to align their interests with those of the Corporation’s shareholders.

In compensating its senior management, the Corporation has employed a combination of base salary and equity participation through its share option plan.

Management and other services fees

In the Board’s view, paying management fees and compensation for services which are competitive in the markets in which the Corporation 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 has been reviewed and compared over a variety of sources.

Equity Participation

The Corporation believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Corporation’s Stock Option Plan and Restricted Share Unit Plan (the “RSU Plan”). Stock options (“Options”) and Restricted Share Units (“RSUs”) are granted to senior executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. Options are generally granted to senior executives, which vest immediately. RSUs are awarded to be credited to each Participant’s Account in respect of the fiscal year in which they are awarded and are determined by dividing: (a) the dollar amount of the portion of the

13 -

Participant's compensation which the Committee, in its sole discretion, determines to be paid as RSUs, by (b) the Fair Market Value per Common Share on the Award Date. Any fractional RSUs resulting from such calculations are rounded to the nearest whole number. For greater certainty, a fractional entitlement that is equal to or greater than 0.5 shall be rounded up to the next greater whole number and a fractional entitlement that is less than 0.5 shall be rounded down to the next lesser whole number. Vesting of RSUs is ultimately determined by the Committee, pursuant to the RSU Plan.

Compensation of Named Executive Officers and Directors

The Corporation’s NEO compensation is reviewed annually and set by the independent members of the Board. Director compensation is also reviewed annually, but by the plenary Board. In respect of the two most recently completed financial years, NEO and Director compensation was designed to compensate for services provided to the Corporation in the conduct of the Corporation’s business activities as well as for general and administrative, (including accounting), services provided, which remuneration is determined with reference to market rates. Base cash compensation and variable cash compensation levels are based, in part, on market survey data provided to the Board by independent consultants. Options and RSUs granted, and any exercise or conversion of same, during the fiscal year ended August 31, 2020 are reported in the tables under the heading “ Option Based Awards ” below.

A review and comparison of compensation programs of mining companies at a stage of development similar to the Corporation was undertaken as part of the process of designing the Corporation’s compensation program. It is anticipated that the Board will appoint a Compensation Committee and that policies and practices to determine the compensation for the Corporation’s directors and executive officers will be adopted during the current financial year.

No Hedging Policy

The Board is satisfied there were no identified risks arising from the Corporation’s compensation plans or policies, which would have had a negative or material impact on the Corporation. The Corporation does not have any policy in place which permits an executive officer or director to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Policies Made After August 31, 2020

No policies have been made since August 31, 2020 that would affect a reader’s understanding of Director and NEO compensation.

Option-Based Awards

The Corporation has a 10% rolling number stock option plan in place, which was established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. Management proposes stock option grants to the Board based on such criteria as performance, previous grants, and hiring incentives. All grants require approval of the Board. The stock option plan is administered by the Board and provides that Options will be issued to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. The RSU Plan is administered by the Board or a committee of the Board, and provides that RSUs may be awarded to directors, employees or consultants of the Corporation or a subsidiary of the Corporation. Notwithstanding the foregoing, the Board reserves the right to restrict eligibility or otherwise limit the number of Persons eligible for participation pursuant to the RSU Plan.

14 -

Director and Named Executive Officer Compensation Excluding Compensation Securities

The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:

The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:	The compensation paid to the Directors and NEOs during the Corporation’s two most recently completed financial years ended August 31, 2021, and August 31, 2020, is as set out below and expressed in Canadian dollars unless otherwise noted:

	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensati on ($)
Russell Van Skiver,(1) President, CEO, Director and Former Interim CFO	2021 2020	60,800 11,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	60,800 11,500
Pouya Farmand,(2) CFO andDirector	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Wilson Su,(3) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
David Jenkins,(4) Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Yuying Liang,(5) Former CFO and Former Director	2021 2020	72,000 72,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	72,000 72,000

Notes:

Russell Van Skiver has been the President, CEO and director of the Corporation since September 27, 2019. Mr. Van Skiver was appointed as interim CFO on September 10, 2021 and subsequently resigned on June 22, 2022
Pouya Farmand was appointed as director and CFO of the Company on June 22, 2022
Wilson Su was appointed to the board of directors on September 10, 2021
David Jenkins was appointed as director of the Corporation on July 13, 2020
Yuying Liang resigned as a director and CFO of the Company on September 10, 2021

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO and Director of the Corporation or one of its subsidiaries in the financial year ended August 31, 2021 for services provided, directly or indirectly, to the Corporation or any of its subsidiaries.

15 -

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensati on security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant (dd/mm/yy)	Issue, conversi on or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date (dd/mm/ yy)
Russell Van Skiver President, CEO, Director and Former Interim CFO	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Pouya Farmand CFO and Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Wilson Su Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
David Jenkins Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Yuying Liang Former CFO and Former Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A

The following table discloses all compensation securities granted or issued to each NEO and Director of the Corporation or one of its subsidiaries in the financial year ended August 31, 2020 for services provided, directly or indirectly, to the Corporation or any of its subsidiaries.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant (dd/mm/yy)	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date (dd/mm/yy)
Russell Van Skiver President, CEO, Director and Former InterimCFO	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Pouya Farmand CFO andDirector	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Wilson Su Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
David Jenkins Director	Options RSUs	Nil Nil	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Yuying Liang1 Former CFO and Former Director	Options RSUs	140,000 Nil	15/07/19 N/A	0.25 N/A	0.10 N/A	0.10 N/A	15/07/24 N/A

1 Ms. Liang’s options have expired 90 days following her resignation.

16 -

Stock Option and Other Incentive Plans

Securities Authorized for Issuance under Equity Compensation Plans

During the fiscal year ended August 31, 2021, for executive compensation the Corporation relied upon cash compensation and augmented remuneration of officers and directors with equity compensation pursuant to the Corporation’s Stock Option Plan and the RSU Plan.

Stock Option Plan

The following is a summary of the material terms of the Stock Option Plan:

The Corporation adopted, and the Shareholders approved, the current stock option plan (the “Option Plan”) at the annual general and special meeting of its shareholders held March 30, 2012. A copy of the Option Plan is attached as Schedule “A” to the Management Information Circular dated March 7, 2012. The Common Shares of the Corporation are listed for trading on the TSX Venture Exchange (the “TSXV”) and TSXV policies require a corporation with a stock option plan that reserves for issuance up to 10% of the corporation’s issued and outstanding shares (a “rolling” plan) must seek annual shareholder approval for continuation of the rolling plan. The Option Plan was last approved by the shareholders on February 23, 2021

Material Terms of the Option Plan

Pursuant to the Option Plan, Options may be granted in such numbers and with such vesting provisions as the Board may determine. The maximum term of the Options is ten (10) years. The price per share at which Common Shares may be purchased under an option (“Option”) pursuant to the Option Plan shall be fixed when the Option is granted, provided that such price shall not be less than the price permitted by TSXV policies and the Option Plan. Once the exercise price has been determined and the Option has been granted, the exercise price of an Option may only be reduced, in the case of Options held by Insiders of the Corporation, if disinterested shareholder approval is obtained at a meeting of the shareholders.

In the event of the death of a participant on or prior to the expiry time of an Option, such Option may be exercised as to such number of the common shares in respect of which such option has not previously been exercised (including in respect of the right to purchase shares not otherwise vested as such time), by the legal personal representative of the participant at any time up to and including (but not after) a date one (1) year following the date of death of the participant or the expiry time of such Option, whichever occurs first.

The Option Plan limits the number of Common Shares which are available for purchase pursuant to Options to 10% of the issued and outstanding Common Shares as at the date of grant. In the event of the exercise or cancellation of any Options, the Corporation could make a further grant of Options, provided that the 10% maximum is not exceeded. In that regard, the Option Plan is a “rolling” stock option plan.

TSXV Policy 4.4 Incentive Stock Options requires that rolling stock option plans receive shareholder approval annually, at the Corporation’s annual shareholder meeting. The Option Plan was last approved for continuation by the shareholders at the Corporation’s annual shareholder meeting held August 22, 2019.

Restricted Share Unit Plan

The following is a summary of the key provisions of the RSU Plan, which summary is qualified in its entirety by the specific provisions of the RSU Plan attached as Schedule “C” to the Management Proxy Circular prepared for the annual general and special meeting of the shareholders held August 22, 2019 as filed under the Corporation’s profile at www.sedar.com.

Nature and Administration of the RSU Plan

17 -

All Directors, Employees and Consultants (as defined in the RSU Plan) of the Corporation and its related entities (“Eligible Persons”) are eligible to participate in the RSU Plan (as “Participants”), though the Corporation reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the RSU Plan at any time. Eligibility to participate in the RSU Plan does not confer upon any person a right to receive an award of RSUs. It shall be the responsibility of the Corporation and the Eligible Person to ensure that such Eligible Person is a bona fide Eligible Person.

Subject to certain restrictions, the Board and or its Compensation Committee (together the “Committee”) may, from time to time, award RSUs to Eligible Persons and/or Eligible Persons may be awarded RSUs based upon certain Performance Criteria (if any). RSUs are credited to an account maintained for each Participant on the books of the Corporation as of the Award Date. The number of RSUs credited to each Participant's account in respect of a fiscal year are determined by dividing: (a) the dollar amount of the portion of the Participant's compensation which the Committee, in its sole discretion, determines to be paid as RSUs; by (b) the Fair Market Value (as defined in the RSU Plan) per Share on the award date or such higher price per Share as the Committee determines. Any fractional RSUs resulting from this calculation will be rounded to the nearest whole number.

The RSUs shall have a term, which shall be determined by the Committee on the date of award of the RSUs, which term shall not exceed ten (10) years from the award date.

Each award of RSUs vests on the date(s) and/or upon the satisfaction of Performance Criteria (each a “Vesting Date”) specified by the Committee on the award date, and reflected in the applicable Award Notice (defined in the RSU Plan).

Rights and obligations under the RSU Plan can be assigned by the Corporation to a successor in the business of the Corporation, any corporation resulting from any amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any corporation acquiring all or substantially all of the assets or the business of the Corporation. The RSUs are non-transferable and non-assignable by the Participant. Certificates representing RSUs will not be issued by the Corporation.

Credits for Dividends

A Participant's account will be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on Common Shares. The number of additional RSUs to be credited to a Participant's account is computed by dividing: (a) the dividends that would have been paid to such Participant if each RSU in the Participant's account on the relevant dividend record date had been a Share, by (b) the Fair Market Value of the Common Shares determined as of the date of payment of such dividend. Any fractional RSUs resulting from this calculation will be rounded to the nearest whole number. Any additional RSUs credited to the Participant's account will vest in proportion to and will be paid under the RSU Plan in the same manner as the RSUs to which they relate. Note that the Corporation is not obligated to pay dividends on Common Shares.

Acquisition of Vested RSUs

A holder of vested RSUs may acquire Common Shares representing such RSUs by delivering a Notice of Acquisition (defined in the RSU Plan) to the Corporation and a certified cheque or bank draft payable to the Corporation for the Applicable Withholding Amounts. Upon receipt of the Notice of Acquisition the Corporation shall issue, within ten (10) days one (1) Common Share for each RSU in the Participant’s Account and included in the Notice of Acquisition.

Resignation, Termination, Leave of Absence or Death

Generally, if a Participant's employment or service is terminated, or if the Participant resigns from employment with the Corporation, then any RSUs credited to him or her under the RSU Plan which have not vested on or before the Separation Date (defined in the RSU Plan) for the Participant are forfeited,

18 -

cancelled and terminated without payment. The Participant may, but only within the thirty (30) days following the Separation Date, deliver a completed Notice of Acquisition to the Corporation to acquire Common Shares for vested RSUs. Any vested RSUs, for which the Participant has not delivered a completed Notice of Acquisition, shall be forfeited and cancelled effective at 4:00 p.m. (Calgary time) on such 30[th] day.

In the event an Employee is terminated without Cause (defined in the RSU Plan), or a Director ceases to hold his or her position, any RSUs, which will vest within ninety (90) days of the Separation Date, will be deemed to have been vested on the Separation Date.

If a Participant's employment or service is terminated (otherwise than without Cause), within thirty (30) days of a termination, the Committee can: (i) accelerate the vesting of all or any portion of the Participant's RSUs and establish a payment date therefore; or (ii) determine that a Participant will continue to be a Participant, but subject to such terms and conditions (including vesting) if any, established by the Committee.

In the event a Participant takes a leave of absence other than an Approved Leave of Absence (defined in the RSU Plan), all RSUs granted to the Participant that have not then vested will terminate and be null and void, subject to applicable law and the Board's sole and absolute discretion to determine otherwise.

Upon the death of a Participant, any RSUs granted to a Participant which, as of the date of the death have not yet vested, shall immediately vest.

Control Change

In the event of a Control Change (defined in the RSU Plan), the Committee may:

(a) cause the conversion or exchange of any outstanding RSUs into or for rights or other securities of substantially equivalent value (or greater value) in any entity participating in or resulting from a Control Change; or
(b) accelerate the vesting of any or all outstanding RSUs to provide that outstanding RSUs are fully vested upon (or immediately prior to) the completion of the transaction resulting in the Control Change. If acceleration is effected, then the distribution in respect of the vested RSUs will be the earlier of (A) the date of the Control Change, and (B) the Distribution Date resulting from a regularly scheduled Vesting Date.

If, before completion of the Vesting Date with respect to any award of RSUs, a Participant of the RSU Plan is terminated in circumstances where the termination occurs:

(a) subsequent to a Control Change and during the Control Change Period (defined in the RSU Plan); or
(b) prior to the date on which a Control Change occurs and it is reasonably demonstrated that such termination:
A. was at the request of a third party who has taken steps reasonably calculated to effect a Control Change; or
B. otherwise arose in connection with or anticipation of a Control Change; and
(c) for any reason whatsoever other than death or termination for Cause,

then the award shall immediately vest on the Separation Date and the Payment Amount shall be equal to the number of Common Shares determined on the Separation Date multiplied by the number of RSUs in the Participant's account.

19 -

Adjustments

In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Common Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Corporation or other distribution of the Corporation’s assets to the Shareholders (other than the payment of dividends in respect of the Common Shares as contemplated in the RSU Plan), the account of each Participant and the RSUs outstanding under the RSU Plan will be adjusted in such manner, if any, as the Committee deems appropriate to preserve, proportionally, the interests of Participants.

Discretion to Permit Vesting

The Committee can, at any time, permit both the vesting of any or all RSUs held by a Participant, and the payment of the Payment Amount in respect of such RSUs. That being said, the Committee cannot authorize the vesting of an RSU or the payment of a Payment Amount beyond the Final Payment Date applicable to a particular RSU award.

Common Shares Reserved

Subject to adjustment as may be permitted under the RSU Plan, the maximum number of Common Shares which may be reserved for issuance under the Plan at any time shall be fixed at 5,941,686 Common Shares.

Limitations under the RSU Plan

Notwithstanding any other provision of this Plan, but subject to RSU grants approved by the disinterested shareholders of the Corporation:

(a) the aggregate number of Common Shares reserved for issuance pursuant to RSUs granted under the RSU Plan and other Security Based Compensation Arrangements shall not exceed ten percent (10%) of the issued and outstanding Common Shares as at the date of grant (on a non-diluted basis);
(b) the maximum number of Common Shares which may be reserved for issuance to Insiders under the RSU Plan, together with any other Share Compensation Arrangement, may not exceed 10% of the issued and outstanding Common Shares from time to time;
(c) the maximum number of RSUs that may be granted to Insiders under the RSU Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 2% of the issued and outstanding Common Shares calculated on the Award Date;
(d) the maximum number of RSUs that may be granted to any one Insider under the RSU Plan, may not exceed 1% of the issued Common Shares calculated on the Award Date;
(e) the maximum number of Common Shares which may be reserved for issuance to non-employee Directors under the RSU Plan, together with any other Share Compensation Arrangement, may not exceed 1% of the issued Common Shares calculated on the Award Date; and
(f) the maximum number of RSUs that may be granted to any one Eligible Person under the RSU Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 5% of the issued Common Shares calculated on the Award Date.

The RSU Plan provides that the respective limits set out above may be exceeded, on a case by case basis, upon the approval of the disinterested shareholders of the Corporation.

Status of Terminated RSUs

For purposes of determining the number of Common Shares that remain available for issuance under the RSU Plan, the number of Common Shares underlying any grants of RSUs that are surrendered, forfeited,

20 -

waived, repurchased by the Corporation and/or cancelled shall be added back to the Plan and again be available for future grant, whereas the number of Common Shares underlying any grants of RSUs that are issued shall not be available for future grant.

Amendment, Suspension, or Termination of Plan

Subject to applicable law, the Committee can, without notice or Shareholder approval amend, suspend or terminate the RSU Plan for any purpose which, in the good faith opinion of the Committee may be expedient or desirable. That being said, the Committee cannot materially adversely alter or impair any rights of a Participant or materially increase any obligations of a Participant with respect to RSUs previously awarded under the RSU Plan without the consent of the affected Participant.

If the RSU Plan is terminated or suspended, no new RSUs will be credited to the account of Participants. Previously credited RSUs will remain outstanding but will not be entitled to Dividend Equivalents (as such term is defined in the RSU Plan) following suspension or termination unless at the term of suspension or termination the Committee determines the entitlement to Dividend Equivalents should be continued.

The Committee shall not require the consent of any affected Participant in connection with a termination of the RSU Plan in which the vesting of all RSUs held by the Participant are accelerated and the Payment Amount (less Applicable Withholding Amount) is paid to the Participant in respect of all such RSUs.

Notwithstanding the foregoing, the Corporation will be required to obtain disinterested shareholder approval for any amendment related to (i) the number or percentage of issued and outstanding Common Shares available for grant under the Plan; (ii) a change in method of calculation of redemption of RSUs held by Eligible Persons; and (iii) an extension to the term for redemption of RSUs held by Eligible Persons.

The RSU Plan will terminate on the date upon which no further RSUs remain outstanding provided that such termination is confirmed by a resolution of the Committee.

Employment, Consulting and Management Agreements

The Corporation has not entered into or has any existing employment, consulting and management agreements in respect to the August 31, 2021 year end.

Pension Plan Benefits

The Corporation has no pension plan arrangements or benefits with respect to any of its NEOs, directors or employees.

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 Corporation were indebted to the Corporation as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Corporation, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries during the financial year ended August 31, 2021, or has any interest in any material transaction in the current year other than as set out under “Employment, Consulting and Management Agreements” above and herein below.

21 -

a) Transactions:

a) Transactions:
	August 31, 2021	August 31, 2020
Administration and accounting fees to a company controlled by former officer and directors of the Corporation	$-	$-
Consulting fees to former directors	$-	$-
Management fees to an officer and director and a company controlled by an officer and director	$ 132,800	$ 83,500
Managementfees toformerdirectorand officer*	$-	$270,000
Legal fees and share issue costs to a firm of which the Corporate Secretaryis a partner	$-	$-

*Includes severance fee to a former director and officer

b) Key management compensation:

Key management includes the President and CEO and the CFO. The compensation paid or payable to key management or companies controlled by them for director and/or management services is shown below:

	August 31,2021	August 31,2020
Fees reported as management fees to an officer and director and a company controlled by an officer and director	$ 132,800	$ 83,500
Fees reported as management fees to a former director and officer*	$-	$ 270,000
Directors’fees	$-	$ 27,000
Share-based compensation	$-	$-
*Includes severance fee to a former director and officer c) Accounts payable to related parties:
	August 31, 2021	August 31, 2020
Fees to directors and officers ofthe Corporation	$ 79,000	$ 56,429

Amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.

MANAGEMENT CONTRACTS

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

22 -

PARTICULARS OF MATTERS TO BE ACTED UPON

Consolidation of Common Shares

At the Meeting, shareholders will be asked to approve, a share consolidation at a ratio of up to twenty (20) pre-consolidation Common Shares currently held for one (1) new post-consolidated Common Share.

Under TSX Venture Exchange policy, shareholder approval is required for any security consolidation which, when combined with any other security consolidation conducted by an issuer within the previous 24 months that was not approved by its shareholders, results in a cumulative consolidation ratio of greater than 10 to 1 over such 24 month period.

The Board proposes that shareholders approve a consolidation of its share capital on the basis of up to twenty (20) pre-consolidation Common Shares currently held for one (1) new post-consolidated Common Share. There are currently 31,657,085 Common Shares issued and outstanding in the capital of the Corporation.

Subsequent to the share consolidation, the Corporation will have approximately 1,582,854 postconsolidated Common Shares.

In accordance with the ABCA, the Corporation is seeking shareholder approval to approve the share consolidation by way of special resolution of the shareholders.

Shareholders will be asked at the Meeting to approve the share consolidation of the Common Shares of the Corporation by “special resolution”, which is a resolution passed by a majority of not less than two-thirds of the votes cast by eligible Shareholders present in person or by proxy who vote in respect of that resolution at the Meeting. The share consolidation is also subject to the Corporation obtaining all required regulatory approvals, including TSXV approval. The text of the share consolidation resolution is set out below:

“ RESOLVED as an special resolution, that:

(1) subject to the Corporation receiving regulatory approval, the consolidation of each of the issued and outstanding Common Shares of the Corporation by exchanging up to twenty (20) preconsolidation Common Shares of the Corporation into one (1) post-consolidated Common Share, or such other in between ratio that the Board may deem adequate (the “Consolidation”),
(2) any fractional shares resulting from the Consolidation of the Common Shares shall be converted such that each fractional Common Share remaining after conversion be cancelled pursuant to the provisions of Section 48(12) of the Alberta Business Corporations Act ;
(3) the board of directors of the Corporation is hereby authorized, at any time in its absolute discretion, to determine whether or not to proceed with the above consolidation ratio without further approval, ratification or confirmation by the shareholders;
(4) upon the date determined by the directors, the resolution described herein shall be deposited at the Corporation’s records office; and
(5) the resolution will not be effective unless and until deposited at the Corporation’s records office by direction of the Board.”

The Board recommends that shareholders vote in favour of the Consolidation.

Unless otherwise instructed, at the Meeting the proxyholders named in the Corporation’s form of Proxy or Voting Instruction Form will vote FOR the Consolidation.

The above resolution, if passed, will not become effective until the date of issuance of a certificate of amendment by the ABCA Registrar in respect of the Consolidation.

23 -

The proposed Consolidation will not alter or change in any way any shareholder’s proportion of votes to total votes, however, the total votes capable of being cast by shareholder at a general meeting in the future will be reduced if the resolution is approved.

All outstanding options, restricted share units, warrants and other convertible securities of the Corporation outstanding as at the date of the completion of the Consolidation transaction will be adjusted in accordance with the consolidation ratio. The authorized share structure capital of the Corporation includes an unlimited number of Common Shares and on effecting the Consolidation there will continue to be an unlimited number of Common Shares.

Continuation of Stock Option Plan

To comply with the policies of the TSXV covering “rolling” option plans, continued grants under the Option Plan must be approved annually by the shareholders of the Corporation. At the Meeting shareholders will be asked to ratify and approve the Option Plan for continuation until the next annual general meeting of the Corporation.

As at August 31, 2022 there were 31,657,085 Common Shares issued and outstanding. Accordingly, under the Option Plan the Corporation has the authority to grant options to purchase up to a total of 3,165,709 Common Shares. As at the date of this Management Proxy Circular, there are no options outstanding under the Option Plan.

Pursuant to TSXV Policies, continuation of the Option Plan requires annual shareholder approval at the annual general meeting of the Corporation by ordinary resolution. The Board is of the view that the Option Plan permits the Corporation to attract and maintain the services of executives, employees and other service providers with other companies in the industry.

The material terms of the Plan are described above (see above, Stock Options and Other Incentive Plans – Material Terms of the Plan ). A copy of the Plan will be available for review at the Meeting.

“ RESOLVED that the Corporation’s 10% rolling stock option plan dated for reference March 30, 2012, be and is hereby ratified and approved for continuation until the next annual general meeting of the Corporation.”

The Board recommends that you vote in favour of the above resolution.

Unless otherwise instructed, at the Meeting the proxyholders named in the Corporation’s form of Proxy or Voting Instruction Form will vote to FOR ratifying and approving the Option Plan for continuation.

Change in Articles

Approval of Articles Amendment Resolution

Management of the Company intends to place before the Meeting, for approval, confirmation and adoption of, with or without variation, the Articles Amendment Resolution as a special resolution to amend the Articles of the Company. If approved, the Articles Amendment Resolution will authorize the Company to delete and replace section 9.1 of the Articles as follows:

“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:

24 -
(a) 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;
(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 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 its 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
(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act .”

The text of the resolution to be considered and, if thought fit, approved at the Meeting is as follows:

“BE IT RESOLVED THAT:

Pursuant to Section 257 of the Business Corporations Act (British Columbia), the Articles of the Company be amended by deleting the existing section 9.1 in its entirety and replacing with the new section 9.1 as set out in the Management Information Circular for the Annual and Special General Meeting of Shareholders dated September 30, 2022.
Any one director or officer of the Company be and is hereby authorized and directed to perform all such acts, deeds and things and execute all such documents and other instruments as may be required to give effect to the true intent of this resolution.”

Approval of the resolution will require the affirmative vote of a special majority of the votes cast at the Meeting in respect thereof.

Management of the Company recommends that Shareholders vote in favour of the approval of the Articles Amendment Resolution, and if named as proxy, the management designees intend to vote the Common Shares represented by such proxy FOR approval of the Articles Amendment Resolution, unless otherwise directed in the form of proxy.

25 -

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Corporation for the year ended August 31, 2018 and in the related management discussion and analyses all of which are filed on SEDAR at www.sedar.com. The report of the auditor and management’s discussion and analysis are being mailed to shareholders requesting copies be mailed to them, together with the Notice of Meeting and this Management Proxy Circular and will be placed before the Meeting.

Additional information relating to the Corporation is filed on SEDAR www.sedar.com and is available upon request from the Corporate Secretary of the Corporation at Suite 400 - 837 West Hastings Street, Vancouver, British Columbia V6C 3N6, telephone number: 778-331-3353. Copies of documents will be provided free of charge to security holders of the Corporation. The Corporation may require the payment of a reasonable charge from any person or company who is not a securityholder of the Corporation, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Management Proxy Circular.

The contents of this Management Proxy Circular and its distribution to shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, August 31, 2022.

BY ORDER OF THE BOARD

“Russell Van Skiver”

Russell Van Skiver President and Chief Executive Officer

AI assistant

Boundary Gold and Copper Mining Ltd. — Proxy Solicitation & Information Statement 2022

44465_rns_2022-11-09_12cf91ff-1edf-4020-9f44-b0c5aa0ee368.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

AND

MANAGEMENT PROXY CIRCULAR

FOR

ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

OF

BOUNDARY GOLD AND COPPER MINING LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BOUNDARY GOLD AND COPPER MINING LTD.

MANAGEMENT PROXY CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Notice to Shareholders in the United States

Revocation of Proxies

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

DOCUMENTS INCORPORATED BY REFERENCE

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Advance Notice Provision

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Corporate Governance

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

Compensation Discussion and Analysis

Philosophy and Objectives

Management and other services fees

Equity Participation

Compensation of Named Executive Officers and Directors

No Hedging Policy

Policies Made After August 31, 2020

Option-Based Awards

Director and Named Executive Officer Compensation Excluding Compensation Securities

Stock Options and Other Compensation Securities

Stock Option and Other Incentive Plans

Securities Authorized for Issuance under Equity Compensation Plans

Stock Option Plan

Material Terms of the Option Plan

Restricted Share Unit Plan

Credits for Dividends

Acquisition of Vested RSUs

Resignation, Termination, Leave of Absence or Death

Control Change

Adjustments

Discretion to Permit Vesting

Common Shares Reserved

Limitations under the RSU Plan

Status of Terminated RSUs

Amendment, Suspension, or Termination of Plan

Employment, Consulting and Management Agreements

Pension Plan Benefits

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Boundary Gold and Copper Mining Ltd. Proxy Solicitation & Information Statement 2022