No securities regulatory authority in Canada or any other jurisdiction has expressed an opinion about, or passed upon the fairness or merits of, the transaction described in this document, the securities offered pursuant to such transaction or the adequacy of the information contained in this document and it is an offense to claim otherwise.

These materials are important and require your immediate attention. They require holders of common shares (“Shareholders”) of California Gold Mining Inc. (“California Gold” or the “Corporation”) to make an important decision. If you are in doubt as to how to make such decision, please contact your financial, legal, tax or other professional advisor.

==> picture [176 x 73] intentionally omitted <==

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

CALIFORNIA GOLD MINING INC.

to be held on June 15, 2021

Virtual Meeting via Live Webcast - https://virtual meetings.tsxtrust.com/1174

The Board of Directors of California Gold unanimously recommends that Shareholders vote FOR the Arrangement Resolution

Dated as of May 17, 2021

LETTER TO CALIFORNIA GOLD SHAREHOLDERS

May 17, 2021

Dear Fellow Shareholders:

You are invited to attend a virtual-only annual and special meeting (the “ Meeting” ) of shareholders of California Gold Mining Inc. (“ California Gold ” or the “ Corporation ”) to consider matters with respect to California Gold’s annual business, and if deemed advisable, to approve a special resolution (the “ Arrangement Resolution ”) approving a statutory plan of arrangement (the “ Arrangement” ) under Section 182 of Business Corporations Act (Ontario) involving California Gold, pursuant to which Stratabound Minerals Corp. (“ Stratabound ”) will acquire all of the issued and outstanding common shares in the capital of California Gold (“ California Gold Shares ”) for consideration (the “ Consideration ”) consisting of 1.00 common share in the capital of Stratabound (“ Stratabound Shares ”) for each California Gold Share held. The Meeting will be held electronically via live audio webcast on June 15, 2021 at 11:00 a.m. (Toronto time). Details are included in the accompanying notice of meeting.

The transaction with Stratabound represents the final step in a series of value-enhancing steps that have been taken by the board of directors of California Gold (the “ Board ”) on the recommendation of a special committee of directors of California Gold (the “ Special Committee ”) over the past year. California Gold engaged Red Cloud Securities Inc. (“ Red Cloud ”) to lead a search of both potential acquirers of the Fremont gold project covering 3,351 acres in Mariposa County in California, United States of America (the “ Fremont Project ”) and potential acquirers of California Gold. 86 potential investors and potential strategic buyers were contacted as part of this process, which ultimately led to the transaction with Stratabound.

As you may already know, Stratabound is a well-funded Canadian exploration and development company focused on gold and copper exploration. Stratabound’s portfolio includes:

the Golden Culvert Project in Yukon Territory;
the McIntyre Gold Project in New Brunswick; and
the Captain Copper-Cobalt-Gold Project in New Brunswick.

Stratabound’s two largest shareholders are Coast Capital LLC (“ Coast Capital ”) and Jerritt Canyon Canada Ltd. (“ Jerritt Canyon ”). Coast Capital is an investment firm based in New York which takes a private equity and long-term approach to investing into public companies. On March 12, 2021, Jerritt Canyon announced that it entered into a definitive agreement whereby First Majestic Silver Corp. (“ First Majestic ”) will acquire all of the issued and outstanding common shares of Jerritt Canyon. First Majestic is a publicly traded mining company that presently owns and operates the San Dimas Silver/Gold Mine, the Santa Elena Silver/Gold Mine and the La Encantada Silver Mine.

We believe that as part of a combined company, California Gold will benefit from Stratabound’s:

continued exposure to the Fremont gold project with access to an experienced technical team that intend to take the project on as a flagship asset;
strengthened balance sheet with a meaningful cash position and greater access to capital in a larger pro forma entity;
greater trading liquidity, providing exposure to a larger and more diverse group of institutional and retail investors;
shared legal and regulatory resources to navigate licensing and permitting in Canada, California and internationally; and
greater access to growth capital and enhanced trading liquidity.

In connection with the Arrangement, all exercise periods for outstanding options of California Gold (“ California Gold Options ”) will be accelerated and the California Gold Options will expire the Business Day that is one Business Day immediately preceding the Effective Date. Each holder of California Gold Options (“ Optionholder ”) shall have the right to exercise, up to such expiry time, all options then held by such holder. All California Gold Options that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be cancelled without consideration therefore. The outstanding common share purchase warrants of California Gold (“ California Gold Warrants ”) at the Effective Time will be exchanged for replacement warrants of Stratabound exercisable to acquire that number of Stratabound Shares (rounded down to the nearest whole share) as is equal to the number of California Gold Shares that the holders of the California Gold Warrants so transferred and assigned would have acquired if such holders had exercised such California Gold Warrants immediately prior to the Effective Time.

In order to become effective, the required level of approval for the Arrangement Resolution shall be (a) at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting, and (b) such minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution .

Closing of the Arrangement is also subject to the approval of the Ontario Superior Court of Justice (Commercial List), the conditional approval of the TSX Venture Exchange (“ TSXV ”) to listing the Stratabound Shares to be issued in connection with the Arrangement, receipt of required regulatory approvals, and other customary conditions of closing.

Stratabound has secured support agreements from certain Shareholders of California Gold representing approximately 31.7% of the outstanding California Gold Shares to vote in favour of the Arrangement.

The Arrangement was unanimously approved by both companies' boards of directors, and by the Special Committee. INFOR Financial Inc. (“ INFOR ”) acted as a financial advisor to the Board and has provided an opinion to the Board that, based upon and subject to the scope of review, assumptions, qualifications and limitations contained therein, INFOR is of the opinion that, as of April 20, 2021, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. The Board unanimously recommends that Shareholders vote in favour of the special resolution to approve the Arrangement.

Accompanying this letter, among other things, are the notice of meeting, the information circular, a form of proxy or voting instruction form and, if you are a registered Shareholder, a letter of transmittal.

Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. California Gold’s transfer agent, TSX Trust Company, must receive your proxy no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). The Chairman of the meeting may waive or extend the proxy cut-off without notice.

To vote online at www.voteproxyonline.com, you will need the control number contained in the accompanying form of proxy. Alternatively, a proxy can be submitted to TSX Trust Company either by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. If a registered Shareholder receives more than one proxy form because such Shareholder owns securities of the Corporation registered in different names or addresses, each proxy form needs to be completed and returned or voted online. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

If you are a non-registered Shareholder (for example, if you hold California Gold Shares in an account with an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your California Gold Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above.

iii

This information is important, and you are urged to read this information carefully and, if you require assistance, to consult your financial, legal, tax and other professional advisors.

If you are a registered shareholder, we also encourage you to complete, sign, date and return the enclosed letter of transmittal along with the share certificate(s) or direct registration system advices representing your California Gold Shares so that, if the proposed Arrangement is approved, your Stratabound Shares can be sent to you at the correct address as soon as possible following the implementation of the Arrangement. Only registered shareholders of California Gold will receive a letter of transmittal. Non-registered shareholders will receive instructions from their intermediaries as to how to receive their Stratabound Shares following the implementation of the Arrangement.

Subject to obtaining court approval and satisfaction or waiver of the conditions to closing, the Arrangement is expected to be completed by the end of July 2021.

Out of an abundance of caution and to continue to deal with the unprecedented health impact of the coronavirus disease (“ COVID-19 ”) and mitigate risks to the health and safety or our communities, Shareholders, employees and other stakeholders, we will hold our Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting virtually regardless of their geographic location. We strongly urge you to vote by proxy in advance of the Meeting and to listen to the Meeting online. Registered Shareholders or proxyholders representing registered Shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum.

In order to attend the Meeting virtually, attendees should log in at https://virtualmeetings.tsxtrust.com/1174 at least 15 minutes prior to the start of the Meeting. Once logged in, Registered Shareholders will be required to provide the password (california2021) and their control number to vote at the Meeting. Alternatively, Shareholders can take steps to submit their votes by proxy by following the instructions as further set out in the Circular.

Any changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. The Corporation does not intend to prepare or mail an amended Notice of Meeting and/or Circular in the event of changes to the Meeting date or format.

The record date for the determination of Securityholders entitled to receive notice of and to vote at the Meeting is May 12, 2021 (the " Record Date "). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

To all of our Shareholders, on behalf of the entire California Gold team, we thank you for your patience and support over the past several months as we have worked diligently to secure a path forward that will allow for the full potential of our Fremont property to be realized and that value shared by all of you through an exciting combination with Stratabound and their experienced management team.

Respectfully,

(signed) “ Larry Phillips ”

Larry Phillips Interim President and Chief Executive Officer

CALIFORNIA GOLD MINING INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the virtual-only annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ California Gold Shares ”) in the capital of California Gold Mining Inc. (“ California Gold ” or the “ Corporation ”) will be held at 11:00 a.m. (Toronto time) on - June 15, 2021, via the TSX Trust Virtual Meeting Platform at https://virtual meetings.tsxtrust.com/1174, Meeting ID: 1174 and Password: california2021 (case sensitive), for the following purposes:

(a) to receive the audited consolidated financial statements of California Gold for the year ended August 31, 2020 and the report of the auditors thereon;
(b) to elect each of the following individuals as directors of California Gold as set forth in the accompanying information circular and proxy statement of the Corporation: Larry Phillips; Scott Rasenberg; and William Tomlinson for the ensuing year (or, if the Arrangement is completed, for the period up to the Effective Time);
(c) to appoint McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year (or, if the Arrangement is completed, for the period up to the Effective Time) and to authorize the board of directors of the Corporation to fix their remuneration as such;
(d) in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List) dated May 17, 2021 (the “ Interim Order ”), for Shareholders to consider and, if deemed acceptable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”) approving a statutory plan of arrangement (the “ Plan of Arrangement ”) under Section 182 of the Business Corporations Act (Ontario) (“ OBCA ”) whereby Stratabound Minerals Corp. (“ Stratabound ”) will, among other things, acquire each of the issued and outstanding California Gold Shares for consideration (the “ Consideration ”) consisting of 1.00 common share in the capital of Stratabound (“ Stratabound Shares ”) for each California Gold Share held; and
(e) to transact all such further and other business as may properly be transacted at such meeting or any adjournment or postponement thereof.

The board of directors of the Corporation unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

Pursuant to the Interim Order, the record date is May 12, 2021 (the “ Record Date ”) for determining Securityholders who are entitled to receive notice of and to vote at the Meeting. Only registered Securityholders as of the close of business on May 12, 2021 are entitled to receive notice of the Meeting (“ Notice of Meeting ”) or any adjournment(s) or postponement(s) thereof. Only registered Shareholders (“ Registered Shareholders ”) as of the close of business on May 12, 2021 are entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof. This Notice of Meeting is accompanied by the management information circular (“ Circular ”), an applicable form of proxy and a letter of transmittal for Shareholders.

Each California Gold Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting. In order to become effective, the Arrangement Resolution must be approved by at (a) at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting and (b) such minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution.

Out of an abundance of caution and to continue to deal with the unprecedented health impact of coronavirus disease (“ COVID-19 ”) and mitigate risks to the health and safety or our communities, Shareholders, employees and other stakeholders, we will hold our Meeting in a virtual-only format, which

will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting virtually regardless of their geographic location.

Shareholders may attend the Meeting or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. Registered Shareholders and duly appointed proxyholders can attend the ‐ Meeting virtually at https://virtual meetings.tsxtrust.com/1174 (Password: california2021). Registered Shareholders are requested to read the enclosed Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the proxy form. Registered Shareholders may vote by mail or on the internet. Pursuant to the Interim Order, proxies, to be used at the Meeting, must be received by TSX Trust Company by no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). The Chairman of the meeting may waive or extend the proxy cut-off without notice.

To vote online at www.voteproxyonline.com, you will need the control number contained in the accompanying form of proxy. Alternatively, a proxy can be submitted to TSX Trust Company either by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. If a Registered Shareholder receives more than one proxy form because such Shareholder owns securities of the Corporation registered in different names or addresses, each proxy form needs to be completed and returned or voted online. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

Non-registered Shareholders (“ Non-Registered Shareholders ”) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. If your California Gold Shares are not registered in your name but are held through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, please complete and return the request for voting instructions in accordance with the instructions provided to you by your broker or such other intermediary. Failure to do so may result in such securities not being voted at the Meeting. In such instance, the Shareholder will receive the Consideration through the intermediary.

If you are a Registered Shareholder, please complete the accompanying letter of transmittal for Registered Shareholders (the “ Letter of Transmittal ”) in accordance with the instructions included therein, sign, date and return it to the depositary, TSX Trust Company, in the envelope provided, together with the certificate(s), the direct registration system advices (“ DRS Advices ”) or documents representing your California Gold Shares and any other required documents. If you are sending your California Gold Share certificate(s) or DRS Advice(s), it is recommended that you send them by courier or registered mail at least two Business Days prior to the Meeting, which will assist in arranging for the prompt exchange of your California Gold Shares if the Arrangement is completed. The Letter of Transmittal contains complete instructions on how to exchange your California Gold Shares for the Consideration. You will not receive your Consideration until after the Arrangement is completed and you have returned your properly completed documents, including each applicable Letter of Transmittal, and the certificate(s), DRS Advice(s) or documents representing your California Gold Shares to the Depositary.

Pursuant to the Interim Order, Registered Shareholders of the Corporation have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their California Gold Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A Registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be sent to the Corporate Secretary of the Corporation and be received at [email protected], by no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting), and must otherwise strictly comply with the dissent procedures set forth in Section 185 of the OBCA, as modified by the Interim Order and

the Plan of Arrangement (the “ Dissent Procedures ”), and described in the Circular. The Registered Shareholders’ right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix “ D ” , Appendix “E” and Appendix “G”, respectively, of the Circular. Anyone who is a beneficial owner of California Gold Shares and who wishes to exercise a right of dissent should be aware that only Registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (nonregistered) Shareholder who desires to exercise a right of dissent must make arrangements for the California Gold Shares beneficially owned by such holder to be registered in the name of such holder prior to the Record Date or, alternatively, make arrangements for the Registered Shareholder of such California Gold Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all California Gold Shares registered in the name of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or by the Chairman at the Meeting.

DATED at Toronto, Ontario this 17[th] day of May, 2021.

BY ORDER OF THE BOARD

(signed) “ Scott Rasenberg ” Scott Rasenberg Chairman of the Board

vii

FREQUENTLY ASKED QUESTIONS

Following are some questions that you, as a Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your California Gold Shares. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” of the Circular.

General Questions

Q: When and where is the Meeting?

‐ The Meeting will take place virtually via live audio webcast at https://virtual meetings.tsxtrust.com/1174 (Password: california2021) on June 15, 2021 at 11:00 a.m. (Toronto time).

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of California Gold. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail, and may be supplemented by telephone.

If you have questions or need assistance completing your form of proxy or voting instruction form, please contact TSX Trust Company by phone at: 1-866-600-5869 (North America) or 416-342-1091 (International) or by email at: [email protected].

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

Except persons entitled or required under any provision of the Act or the articles or by-laws of California Gold to be present at the Meeting, only Shareholders of record and Optionholders as of the close of business on May 12, 2021, the Record Date for the Meeting, are entitled to attend or speak at the Meeting or any adjournment(s) or postponement(s) thereof. Any other person may be admitted only on the invitation of the Chairman or with the consent of the Meeting. Only Securityholders of record as of the close of business on May 12, 2021 are entitled to receive notice of the Meeting or any adjournment(s) or postponement(s) thereof, and only Shareholders of record as of the close of business on May 12, 2021 are entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Meeting is at least two Shareholders present in person or represented by proxy holding or representing not less than 5% of the California Gold Shares entitled to be voted at the Meeting. Registered Shareholders or proxyholders representing registered Shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum.

Q: How many California Gold Shares are entitled to vote?

A: There are 65,108,269 California Gold Shares entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof. You are entitled to one vote for each California Gold Share that you own.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your California Gold Shares will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Board.

viii

Q: When is the cut-off time for delivery of proxies?

A: Proxies sent by mail or courier must be delivered to TSX Trust Company, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. In this case, the proxy-cut off time is 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). Online votes submitted via the internet at www.voteproxyonline.com must also be submitted by 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). The Chairman of the meeting may waive or extend the proxy cut-off without notice.

Non-Registered Shareholders should follow instructions provided to them by their intermediary.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to change your vote after you have delivered a proxy, you can do so by submitting a new, later dated, proxy before the proxy-cut off time.

Non-Registered Shareholders should follow instructions provided to them by their intermediary.

Q: How can I revoke my proxy?

A: If you change your vote by submitting a new proxy before the proxy deadline, such change will revoke any previously filed proxy.

A Shareholder may revoke their proxy by fully executing another instrument of proxy bearing a later date and duly depositing the same before the specified time, or by written instrument revoking such proxy duly executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof, duly authorized, and deposited either at the head office of the Corporation or its registrar and transfer agent at any time up to and including 5:00 p.m. (Toronto time) on June 14, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is one Business Day immediately preceding any adjourned or postponed Meeting).

A proxy may also be revoked in any other manner permitted by law. Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Non-Registered Shareholders should follow instructions provided to them by their intermediary.

Questions Related to the approval of the Arrangement

Q: What am I voting on with regard to the Arrangement?

A: Among other things, you are being asked to consider and, if deemed acceptable, to vote FOR the Arrangement Resolution, which provides for, among other things, Stratabound acquiring all of the issued and outstanding California Gold Shares. Pursuant to the Arrangement, Shareholders will be entitled to receive 1.00 Stratabound Share in exchange for each California Gold Share held.

Q: What will I receive in the Arrangement?

A: Shareholders

If the Arrangement is completed, Shareholders are entitled to receive 1.00 Stratabound Share for every outstanding California Gold Share held.

Optionholders

All California Gold Options will expire the Business Day that is one Business Day immediately preceding the Effective Date, and each holder shall have the right to exercise, up to such expiry time, all California Gold Options then held by such holder. All California Gold Options that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be cancelled without consideration therefore.

Warrantholders

Each California Gold Warrant which is outstanding at the Effective Time, shall be exchanged pursuant to the Arrangement for an equivalent warrant (each, a “ Stratabound Replacement Warrant ”) that is exercisable to acquire from Stratabound the number of Stratabound Shares (rounded down to the nearest whole share) equal to the number of California Gold Shares subject to such California Gold Warrant immediately prior to the Effective Time.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Arrangement must be approved by (a) at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting and (b) such minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution.

Q: What is the recommendation of the Board?

A: After receiving and taking into consideration, among other things, the recommendation of the Special Committee and the Fairness Opinion, the directors have unanimously concluded that the Arrangement is in the best interests of the Corporation and recommends that Shareholders vote FOR the Arrangement Resolution to approve the Arrangement.

Q: Why is the Board making this recommendation?

A: Based on its considerations and investigations, including consultation with its financial and legal advisors, reviewing the report of the Special Committee and its own deliberations, the Board unanimously determined that, subject to the scope of review, assumptions and limitations set out in the Fairness Opinion, the Arrangement is in the best interests of California Gold and is fair from a financial point of view to the Shareholders. Accordingly, the Board unanimously recommends that the Shareholders vote FOR the Arrangement Resolution. Each director and senior officer of the Corporation intends to vote all of such director’s and senior officer’s securities FOR the Arrangement Resolution. For further information on the reasons for the recommendation of the Board, please See “The Arrangement — Reasons for the Arrangement” and “The Arrangement — Fairness Opinion ” in the Circular.

Q: In addition to the approval of Shareholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court and is also subject to certain regulatory approvals. See “The Arrangement — Court Approval and Completion of the Arrangement ”.

Q: Do any directors or executive officers of California Gold have any interests in the Arrangement that are different from, or in addition to, those of the Shareholders?

A: In considering the recommendation of the Board to vote in favour of the matters discussed in this Circular, Shareholders should be aware that some of the directors and senior officers of California Gold have interests in the Arrangement that are different from, or in addition to, the interests of Shareholders generally. See “The Arrangement – Interests of Directors and Officers in the Arrangement ” in this Circular.

Q: Will the California Gold Shares continue to be listed on the CSE after the Arrangement?

A: No. The California Gold Shares will be de-listed from the CSE when the Arrangement is completed and California Gold will become a direct wholly-owned subsidiary of Stratabound. When the Arrangement is completed, former Shareholders will hold Stratabound Shares, which are listed on the TSXV.

Q: Should I send my California Gold Share certificate(s) now?

A: You are not required to send your certificate(s) or DRS Advice(s) representing California Gold Shares to validly cast your vote in respect of the Arrangement Resolution. We encourage Registered Shareholders to complete, sign, date and return the enclosed Letter of Transmittal, together with their California Gold Share certificate(s) or DRS Advice(s) (if applicable) by courier or registered mail, at least two Business Days prior to the Meeting which will assist in arranging for the prompt exchange of their California Gold Shares if the Arrangement is completed.

Where California Gold Shares are evidenced only by DRS Advices, there is no requirement to first obtain a share certificate for those California Gold Shares. Only a properly completed and duly executed Letter of Transmittal, accompanied by the applicable DRS Advice(s) are required to be delivered to the Depositary in order to surrender those California Gold Shares under the Arrangement.

Do not send your Letter of Transmittal and California Gold Share certificate(s)/DRS Advice(s) to California Gold.

Q: When can I expect to receive the consideration for my California Gold Shares?

A: Assuming completion of the Arrangement, if you hold your California Gold Shares through an intermediary, the Stratabound Shares will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your California Gold Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered Shareholders, as soon as practicable after the Effective Date, assuming due delivery of the required documentation, including the California Gold Share certificate(s) or DRS Advice(s) (if applicable) and a duly and properly completed Letter of Transmittal, Stratabound will cause the Depositary to requisition the certificates or DRS Advices representing the Stratabound Shares to which the Registered Shareholder is entitled.

Shareholders who do not deliver their completed and duly executed Letter of Transmittal and California Gold Share certificate(s) or DRS Advice(s) (if applicable) and all other required documents to the Depositary on or before the date which is six years after the Effective Date will lose their right to receive the Consideration.

See “Surrender of Share Certificates and Payment of Consideration ” in this Circular.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement. If the required Shareholder Approval is obtained at the Meeting, the Effective Date is expected to occur by the end of July 2021. On the Effective Date, California Gold and Stratabound will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated, and California Gold may be required to pay Stratabound the Termination Fee of $400,000, in certain circumstances; (ii) if the Arrangement is not completed, the ability of the Corporation to continue as a going concern is dependent upon the Corporation’s ability to conduct financings to continue its operations; (iii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived; (iv) if the Arrangement is not completed, a considerable amount of costs will have been incurred and management attention diverted from other important aspects of the business; (v) the combined company may fail to realize growth opportunities and synergies currently anticipated; (vi) Shareholders will receive a fixed number of Stratabound Shares under the Arrangement, rather than Stratabound Shares with a fixed market value and the market value of Stratabound Shares received under the Arrangement may vary significantly from the market value at the date of announcement that the Arrangement Agreement was executed; (vii) the Arrangement Agreement contains limitations on California Gold’s ability to solicit alternative transactions from third parties following the execution of the Arrangement Agreement; (viii) Shareholders will forego any potential future increase in California Gold’s value as an independent public company (other than through any increase in value of Stratabound Shares); (ix) the Arrangement Agreement imposes certain restrictions on the conduct of California Gold’s business during the period between the execution of the Arrangement Agreement and the consummation of the Arrangement, which may have a negative impact on California Gold’s performance; (x) if the Arrangement Agreement is terminated and California Gold elects to seek another transaction, there can be no assurance that California Gold will be able to find a party willing to pay an equivalent or more attractive price than the consideration to be paid under the Arrangement; and (xi) the exchange of California Gold Shares pursuant to the Arrangement for Stratabound Shares will generally constitute a taxable event to Shareholders.

See “Risk Factors Relating to the Arrangement ” in this Circular.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain Canadian income tax consequences of the Arrangement, see “ Certain Canadian Federal Income Tax Considerations ” in this Circular. Such summary is not intended to be legal or tax advice to any particular Securityholders. Securityholders should consult their own financial, legal, tax or other professional advisors with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Arrangement?

A: For a summary of certain U.S. Federal income tax consequences of the Arrangement, see “ United States Federal Income Tax Considerations for U.S. Holders ” in this Circular. Such summary is not intended to be legal or tax advice to any particular Securityholders. Securityholders residing in the U.S. are urged to consult their own financial, legal, tax or other professional advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: If you are a Registered Shareholder who properly exercises Dissent Rights and the Arrangement Resolution is approved, you will be entitled to be paid the fair value of your California Gold Shares calculated as of the close of business on the day before the Arrangement Resolution was adopted. This amount may be the same as, more than or less than the Consideration per California Gold Share that will be paid under the Arrangement.

If you wish to dissent, you must ensure that a written notice is received by California Gold not later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) as described under “ Dissenting California Gold Shareholders’ Rights ”.

xii

It is important that you strictly comply with this requirement, otherwise your Dissent Rights may not be recognized. You must also strictly comply with the other requirements of the Dissent Procedures. Be sure to read the section entitled “ Dissenting California Gold Shareholders’ Rights ” and consult your own legal advisor if you wish to exercise Dissent Rights.

Registered Shareholders who hold California Gold Shares as of the close of business on the Record Date shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with Section 185 of the OBCA, the full text of which is set out on Appendix “G” to this Circular (except as the procedures of that section are varied by the Interim Order and the Plan of Arrangement). See “Dissenting California Gold Shareholders’ Rights ” in this Circular.

Q: What will happen to the California Gold Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, certificates or DRS Advices representing California Gold Shares will represent only the right of the Shareholder to receive consideration of 1.00 Stratabound Share for each California Gold Share held. It is expected that California Gold Shares will be delisted from the CSE, trading in California Gold Shares on the CSE will cease and California Gold will terminate its status as a reporting issuer under Canadian Securities Laws and its continuous disclosure obligations under Canadian Securities Laws will cease. The Stratabound Shares are expected to continue to be listed on the TSXV.

Q: Who to Call with Questions

A: If you have any questions about the information contained in this Circular, about completing your Letter of Transmittal, or require assistance in completing your form of proxy, please contact TSX Trust Company by phone at: 1-866-600-5869 (North America) or 416-342-1091 (International) or by email at: [email protected]. If you have questions about deciding how to vote on the Arrangement Resolution, you should contact your own legal, tax, financial or other professional advisor.

xiii

LETTER TO CALIFORNIA GOLD SHAREHOLDERS ................................................................................ II NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS .................................................. V FREQUENTLY ASKED QUESTIONS ....................................................................................................... VIII MANAGEMENT INFORMATION CIRCULAR .............................................................................................. 1 Defined Terms .................................................................................................................................. 1 Information Contained in this Circular .............................................................................................. 1 Information Contained in this Circular Regarding Stratabound ........................................................ 1 Financial Information ........................................................................................................................ 2 Currency ........................................................................................................................................... 2 Tax Matters ....................................................................................................................................... 2 Information for Securityholders in the United States ........................................................................ 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ............................... 5 SUMMARY OF THE ARRANGEMENT ........................................................................................................ 7 INFORMATION CONCERNING THE MEETING ....................................................................................... 15 Solicitation of Proxies ..................................................................................................................... 15 Appointment of Proxies and Deadlines .......................................................................................... 15 Revocation of Proxies ..................................................................................................................... 16 Exercise of Discretion by Proxies ................................................................................................... 16 Signing of Proxy.............................................................................................................................. 17 Virtual Only Format ......................................................................................................................... 17 Non-Registered Shareholders ........................................................................................................ 18 Quorum ........................................................................................................................................... 20 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ............................................................. 20 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ............................................. 20 Financial Statements ...................................................................................................................... 20 Election of Directors ....................................................................................................................... 20 Appointment of Auditor ................................................................................................................... 24 Approval of the Arrangement Resolution ....................................................................................... 24 Other Matters .................................................................................................................................. 24 THE ARRANGEMENT ................................................................................................................................ 24 Purpose and Description of the Arrangement ................................................................................ 25 Background to the Arrangement ..................................................................................................... 25 Fairness Opinion............................................................................................................................. 27 Recommendation of the Board ....................................................................................................... 30 Reasons for the Arrangement ........................................................................................................ 30 Arrangement Mechanics ................................................................................................................. 32 Required Shareholder Approval ..................................................................................................... 33 California Gold Support Agreements .............................................................................................. 33 Employment and Board Matters ..................................................................................................... 35 Interests of Directors and Officers in the Arrangement .................................................................. 35 Expenses of the Arrangement ........................................................................................................ 36 Court Approval and Completion of the Arrangement ..................................................................... 37

xiv

THE ARRANGEMENT AGREEMENT ....................................................................................................... 37 Payment of Consideration .............................................................................................................. 37 Representations and Warranties .................................................................................................... 37 Covenants ....................................................................................................................................... 38 Conditions for Completion of the Arrangement .............................................................................. 41 Notice and Cure .............................................................................................................................. 43 California Gold Covenant Regarding Non-Solicitation ................................................................... 43 Notification of Acquisition Proposal ................................................................................................ 44 Responding to an Acquisition Proposal .......................................................................................... 44 Notice of California Gold Superior Proposal Determination and Right to Match ............................ 45 Termination of the Arrangement Agreement .................................................................................. 47 Termination Fee and Payment ....................................................................................................... 48 Amendment of the Arrangement Agreement .................................................................................. 49 SECURITIES LAW MATTERS ................................................................................................................... 49 Canadian Securities Law Matters ................................................................................................... 49 U.S. Securities Laws ...................................................................................................................... 51 REGULATORY MATTERS ......................................................................................................................... 53 Stock Exchange Matters ................................................................................................................. 53 DISSENTING CALIFORNIA GOLD SHAREHOLDERS’ RIGHTS ............................................................ 53 RISK FACTORS RELATING TO THE ARRANGEMENT .......................................................................... 56 SURRENDER OF SHARE CERTIFICATES AND PAYMENT OF CONSIDERATION ............................. 58 Letter of Transmittal ........................................................................................................................ 58 Delivery of Stratabound Shares ...................................................................................................... 59 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .................................................... 60 Residents of Canada ...................................................................................................................... 61 Holders Not Resident in Canada .................................................................................................... 62 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS ........................ 65 Scope of This Disclosure ................................................................................................................ 65 Tax Consequences Related to the Ownership and Disposition of Stratabound Shares ................ 67 Other Considerations ...................................................................................................................... 69 LEGAL MATTERS ...................................................................................................................................... 71 OTHER BUSINESS .................................................................................................................................... 71 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ............................................ 71 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................... 71 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ............................................... 71 ADDITIONAL INFORMATION.................................................................................................................... 72 QUESTIONS AND FURTHER ASSISTANCE ............................................................................................ 72 APPROVAL ................................................................................................................................................ 72 CONSENT OF INFOR FINANCIAL INC. .................................................................................................... 73

APPENDICES ............................................................................................................................................. 74 APPENDIX “A” GLOSSARY OF TERMS ..................................................................................... A-1 APPENDIX “B” ARRANGEMENT AGREEMENT ......................................................................... B-1 APPENDIX “C” ARRANGEMENT RESOLUTION ........................................................................ C-1 APPENDIX “D” PLAN OF ARRANGEMENT ................................................................................ D-1 APPENDIX “E” INTERIM ORDER ................................................................................................ E-1 APPENDIX “F” NOTICE OF APPLICATION FOR FINAL ORDER ............................................... F-1 APPENDIX “G” SECTION 185 OF THE OBCA ............................................................................ G-1 APPENDIX “H” COMPARISON BETWEEN OBCA AND ABCA .................................................. H-1 APPENDIX “I” FAIRNESS OPINION .............................................................................................. I-1 APPENDIX “J” ADDITIONAL INFORMATION CONCERNING STRATABOUND ........................ J-1 APPENDIX “K” ADDITIONAL INFORMATION CONCERNING CALIFORNIA GOLD ................. K-1

xvi

(This page has been left blank intentionally.)

CALIFORNIA GOLD MINING INC. MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “Circular”) and accompanying form of proxy are furnished in connection with the solicitation of proxies by the management of California Gold Mining Inc. (“ California Gold ” or the “ Corporation ”) for use at the virtual-only annual and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares in the capital of California Gold (“ California Gold Shares ”) to be held electronically on June 15, 2021 at 11:00 a.m. (Toronto time) via the TSX Trust Virtual Meeting Platform at https://virtual-meetings.tsxtrust.com/1174, Meeting ID: 1174 and Password: california2021 (case sensitive), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of annual and special meeting (the “ Notice of Meeting ”).

All summaries of, and references to, the Plan of Arrangement, the Arrangement Resolution, the Arrangement Agreement, the Fairness Opinion and the Support Agreements in this Circular are qualified in their entirety by reference to the complete text of these documents, each of which is either included as an appendix to this Circular or filed under the Corporation’s profile on SEDAR at www.sedar.com. Shareholders are urged to carefully read the full text of these documents .

MANAGEMENT INFORMATION CIRCULAR

Defined Terms

In this Circular, unless otherwise indicated or the context otherwise requires, terms defined in Appendix “A” – Glossary of Terms shall have the meanings attributed thereto. Words importing the singular include the plural and vice versa and words importing gender include all genders.

Information Contained in this Circular

Certain information included or incorporated by reference in this Circular pertaining to California Gold, including, but not limited to, information pertaining to California Gold in Appendix “K” has been furnished by California Gold, or is derived from California Gold’s publicly available documents and should be read together with, and is qualified by, the documents filed by California Gold with the securities regulatory authorities in Canada. The information contained in this Circular is given as of May 17, 2021, except where otherwise indicated and except that information in documents incorporated by reference is given as of the dates noted therein.

California Gold is sending proxy-related materials directly to non-objecting beneficial owners. No person has been authorized by the Corporation to give any information (including any representations) in connection with the matters to be considered at the Meeting other than the information contained in this Circular. For greater certainty, to the extent that any information provided on the Corporation’s website is inconsistent with this Circular, you should rely on the information provided in this Circular. This Circular does not constitute an offer to buy, or a solicitation of an offer to acquire, any securities, or a solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders should consult their own professional advisors concerning the consequences of the Arrangement in their own circumstances.

This Circular and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is unlawful.

Information Contained in this Circular Regarding Stratabound

Certain information included or incorporated by reference in this Circular pertaining to Stratabound, including, but not limited to, information pertaining to Stratabound in Appendix “J” to this Circular, has

been furnished by Stratabound, or is derived from Stratabound’s publicly available documents. With respect to this information, California Gold has relied exclusively upon Stratabound, without independent verification by the Corporation. Although the Corporation does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Corporation nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by Stratabound to disclose events or information that may affect the completeness or accuracy of such information.

For further information regarding Stratabound, please refer to Stratabound’s filings with the securities regulatory authorities which may be obtained under Stratabound’s profile on SEDAR at www.sedar.com. See also Appendix “J” to this Circular.

Financial Information

Financial statements included or incorporated by reference in this Circular have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards, which differ from United States generally accepted accounting principles and United States auditing and auditor independence standards in certain material respects, and thus they may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles and that are subject to United States auditing and auditor independence standards.

Currency

Unless otherwise indicated, all references to “$” or “dollars” set forth in this Circular are to Canadian dollars.

Tax Matters

Shareholders, Optionholders and Warrantholders are urged to consult their own tax advisors with respect to the tax implications of the Arrangement applicable to them in their own particular circumstances.

Shareholders should be aware that the Arrangement described in this Circular may have tax consequences in both the United States and Canada. Shareholders who are resident in, or citizens of, the United States are advised to review the summaries contained in this Circular under the headings “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ” and “ United States Federal Income Tax Considerations for U.S. Holders ” and to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

Information for Securityholders in the United States

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Stratabound Shares

The Stratabound Shares to be received by Shareholders in exchange for their California Gold Shares pursuant to the Arrangement, and the Stratabound Replacement Warrants to be received by Warrantholders in exchange for their California Gold Warrants pursuant to the Arrangement, have not been and will not be registered under the U.S. Securities Act or any state securities laws, and such securities will be issued in reliance upon the exemption from the registration requirements of the U.S.

Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, which has been informed of the intention to rely on such exemption, and similar exemptions under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities, from the registration requirements of the U.S. Securities Act where the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely and adequate notice thereof. The Court is authorized to and will conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court signed the Interim Order on May 17, 2021, and, subject to the approval of the Arrangement by the Shareholders, a hearing for a Final Order approving the Arrangement is currently scheduled to take place on June 17, 2021 at 10:00 a.m. (Toronto time) before the Court, by videoconference at Toronto, Ontario. All Securityholders are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Final Order of the Court will, if granted after the Court considers the substantive and procedural fairness of the Arrangement to the Securityholders, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) with respect to the Stratabound Shares to be received by the Shareholders in exchange for their California Gold Shares pursuant to the Arrangement, and the Stratabound Replacement Warrants to be received by Warrantholders in exchange for their California Gold Warrants pursuant to the Arrangement. Prior to the hearing for the Final Order, the Court will be informed of this effect of the Final Order. See “ The Arrangement – Court Approval and Completion of the Arrangement ”.

The Stratabound Shares to be received by Shareholders upon completion of the Arrangement may be resold without restriction under the U.S. Securities Act, except in respect of resales by persons who are “affiliates” (within the meaning of Rule 144 under the U.S. Securities Act) of Stratabound at the time of such resale or who have been affiliates of Stratabound within 90 days before such proposed resale. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Stratabound Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Shareholders who are affiliates of Stratabound solely by virtue of their status as an officer or director of Stratabound may be able to sell their Stratabound Shares outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act. See “ Securities Law Matters – U.S. Securities Laws ”. The Stratabound Replacement Warrants received by Warrantholders may only be transferred in accordance with applicable securities laws.

Stratabound Replacement Warrants

The exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to Section 3(a)(10) of the U.S. Securities Act. Therefore, the Stratabound Shares issuable upon the exercise of the Stratabound Replacement Warrants to be received by Warrantholders pursuant to the Arrangement may not be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and the Stratabound Replacement Warrants may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, if any.

Stratabound Shares received upon a permitted exercise, if any, of the Stratabound Replacement Warrants by holders in the United States will be “restricted securities”, as such term is defined in Rule 144 under the U.S. Securities Act, and may not be resold in the United States unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available. These Stratabound Shares may be sold outside the United States in compliance with Regulation S under the U.S. Securities Act, provided, however, that if, at the time of the issuance of such Stratabound Shares, Stratabound is not a “foreign private issuer” within

the meaning of Rule 3b-4 under the U.S. Exchange Act, such Stratabound Shares will continue to be “restricted securities”, as such term is defined in Rule 144 under the U.S. Securities Act, and may not be sold over the TSX for so long as such Stratabound Shares are “restricted securities” under Rule 144 under the U.S. Securities Act.

See “ Securities Law Matters – U.S. Securities Laws ”.

Canadian Circular

The solicitation of proxies hereby for the Meeting is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada, and the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and Canadian Securities Laws. Securityholders in the United States should be aware that such requirements are different from those applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Information concerning the properties and operations of Stratabound has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of United States securities laws. As at the date hereof, Stratabound and the Corporation are “foreign private issuers” within the meaning of Rule 3b-4 under the U.S. Exchange Act, although there can be no assurance that Stratabound and the Corporation will remain “foreign private issuers” within the meaning of Rule 3b-4 under the U.S. Exchange Act in the future.

Mineral Reserve and Resource Information

Unless otherwise indicated, all mineral reserve and mineral resource estimates included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and CIM – Definition Standards on Mineral Resources and Mineral Reserves . NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC set forth in Industry Guide 7, and accordingly mineral reserve and mineral resource information contained or incorporated by reference in this Circular may not be comparable to similar information disclosed by United States companies. In particular, and without limiting the generality of the foregoing:

(a) the requirements of NI 43-101 for identification of “reserves” are not the same as those set forth in Industry Guide 7, and reserves reported in compliance with NI 43-101 may not qualify as “reserves” under SEC standards;
(b) under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made; and
(c) the term “resource” does not equate to the term “reserve”. The SEC’s disclosure standards do not define, and normally do not permit the inclusion of information concerning, “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” nor do they permit other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by SEC standards in documents filed with the SEC.

United States Securityholders should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. In addition, disclosure of contained metal in a mineral resource estimate is permitted disclosure under NI 43-101 provided that the grade or quality and the quantity of each category is stated; however, the SEC normally only permits issuers to report

mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Shareholders are cautioned not to assume that all or any part of “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” will ever be converted into “reserves”. Accordingly, information contained in this Circular and the documents incorporated by reference herein containing descriptions of mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

IFRS Accounting Principles

Financial statements included or incorporated by reference in this Circular have been prepared in accordance with IFRS, which differs from the United States generally accepted accounting principles in certain material respects, and thus they may not be comparable to financial statements of U.S. companies.

United States Tax Matters

Shareholders should be aware that the Arrangement described in this Circular may have tax consequences in both the United States and Canada. Shareholders who are resident in, or citizens of, the United States are advised to review the summaries contained in this Circular under the headings “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ” and “ United States Federal Income Tax Considerations for U.S. Holders ” and to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

Enforcement of Civil Liabilities

The enforcement by Securityholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of the Corporation and Stratabound is incorporated or organized outside the United States, that some or all of their respective directors and officers and the experts named in this Circular are not residents of the United States and that all or a substantial portion of their respective assets and the assets of said persons may be located outside the United States. As a result, Securityholders in the United States may be unable to effect service of process within the United States upon the Corporation or Stratabound, their respective officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or any applicable securities laws of any state of the United States. In addition, Securityholders in the United States should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or any applicable securities laws of any state of the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or any applicable securities laws of any state of the United States.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular and the documents incorporated into this Circular by reference contain “forward-looking statements” and “forward-looking information” within the meaning of applicable U.S. and Canadian securities legislation (forward-looking statements and forward-looking information being collectively referred to as “forward-looking information”) that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated by reference, as applicable. Forward-looking information includes, but is not limited to, statements and information concerning: the Arrangement; the anticipated timing for completion of the Arrangement; the anticipated benefits of the Arrangement; the likelihood of the Arrangement being completed; the principal steps of the Arrangement; statements made in, and based upon, the Fairness Opinion; statements relating to the business and future activities of the Corporation and Stratabound after the date of this Circular and prior to the Effective Time and after the Effective Time; Shareholder Approval and Court approval of the

Arrangement; regulatory approval of the Arrangement; delisting of the California Gold Shares; and other statements that are not historical facts.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking information. Forward-looking information is based on the beliefs of the Corporation’s management, as well as on assumptions and other factors, which management believes to be reasonable based on information available at the time such information was given. Such assumptions include, among other things, the satisfaction of the terms and conditions of the Arrangement Agreement, including Shareholder Approval and the approval of the Arrangement and its fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances; the combined company may fail to realize growth opportunities and synergies currently anticipated; general economic conditions; industry conditions; volatility of commodity prices; currency fluctuations; environmental risks; competition from other industry participants; and stock market volatility. This list is not exhaustive of the factors that may affect any of the forward-looking information of the Corporation.

Forward-looking information is information about the future and is inherently uncertain. There can be no assurance that the forward-looking information will prove to be accurate. Actual results could differ materially from those reflected in the forward-looking information as a result of, among other things, the matters set out or incorporated by reference in this Circular generally and economic and business factors, some of which may be beyond the control of the Corporation and management. Some of the more important risks and uncertainties that could affect forward-looking information are described further under the heading “ Risk Factors Relating to the Arrangement ”. Additional risks are discussed in the Corporation’s management, discussion and analysis for the six months ended February 28, 2021 (the “ 2021 MD&A ”), available under the Corporation’s profile on SEDAR at www.sedar.com, and under the heading “Risk Factors” in Stratabound’ annual information form dated May 12, 2021, a copy of which is available under Stratabound’ profile on SEDAR at www.sedar.com. The Corporation expressly disclaims any intention or obligation to update or revise any information contained in this Circular (including forward-looking information) except as required by applicable laws, and Shareholders should not assume that any lack of update to information contained in this Circular means that there has been no change in that information since the date of this Circular and should not place undue reliance on forward-looking information. All forward-looking statements contained in Appendix “J”, and Appendix “K” and elsewhere in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein.

SUMMARY OF THE ARRANGEMENT

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information contained elsewhere in this Circular, including the appendices hereto. Capitalized terms have the meanings ascribed to such terms in the Glossary of Terms in Appendix “A”. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein.

Date, Time and Place of Meeting

The Record Date

The Meeting will be held electronically via live audio webcast at ‐ https://virtual meetings.tsxtrust.com/1174 (Password: california2021) at 11:00 a.m. (Toronto time) on June 15, 2021.

The directors of the Corporation and the Interim Order have fixed May 12, 2021 as the Record Date for the determination of the Shareholders entitled to receive the Notice of Meeting.

Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting and at all adjournments or postponements thereof. Each California Gold Share will entitle the holder of record thereof to one vote at the Meeting.

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to:

(a) receive the audited consolidated financial statements of California Gold for the year ended August 31, 2020;
(b) elect each of Larry Phillips; Scott Rasenberg; and William Tomlinson as directors of California Gold for the ensuing year (or, if the Arrangement is completed, for the period up to the Effective Time);
(c) appoint McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year (or, if the Arrangement is completed, for the period up to the Effective Time) and to authorize the board of directors of the Corporation to fix their remuneration as such;
(d) consider and, if deemed acceptable, to pass, with or without variation, the Arrangement Resolution approving the Plan of Arrangement whereby Stratabound will, among other things, acquire each of the issued and outstanding California Gold Shares for 1.00 Stratabound Share each; and
(e) transact all such further and other business as may properly be transacted at such meeting or any adjournment or postponement thereof.

The Arrangement

On April 20, 2021, Stratabound entered into the Arrangement Agreement with California Gold. Pursuant to the Arrangement Agreement, Stratabound has agreed to acquire all of the issued and outstanding California Gold Shares. If the Arrangement becomes effective, each Shareholder will receive 1.00 Stratabound Share for each California Gold Share held.

Reasons for the Arrangement

In unanimously determining that the Arrangement is in the best interests of California Gold and is fair to Shareholders, and recommending that Shareholders vote FOR the Arrangement Resolution, the Board considered and relied upon a variety of information and factors, including, among others, the following:

(a) Attractive Premium and Downside Protection. Shareholders will be entitled to receive the consideration under the Plan of Arrangement which represents a premium of approximately 104.8% over the 20 day volume-weighted average trading price of the California Gold Shares on the CSE for the period ending April 20, 2021, the last trading day prior to California Gold issuing a news release announcing the transaction involving the acquisition of California Gold.
(b) Shareholder Support. The Supporting Securityholders, who collectively hold approximately 31.7% of the California Gold Shares, have entered into Support Agreements under which they have agreed to vote for the Arrangement Resolution, subject to the terms of such Support Agreements.
(c) Increased Liquidity. Shareholders will receive Stratabound Shares under the Arrangement, which shares are listed and posted for trading on the TSXV, which is expected to provide Shareholders with greater liquidity. In the 12 months prior to April 20, 2021, the average daily value of Stratabound Shares traded on the TSXV was approximately $21,000, compared to the average daily value of California Gold Shares traded on the CSE during the same period of approximately $3,500.
(d) Participation in Future Potential Growth. By receiving Stratabound Shares under the Arrangement, the Shareholders will have an opportunity to participate in any future potential increase in the value of Stratabound after the Effective Date (including through growth in the value of California Gold).
(e) Increased Access to Capital. Following its acquisition by Stratabound, California Gold is expected to have greater access to capital, which should assist in funding its growth. Stratabound has access to greater financial resources than California Gold and is expected to attract capital from a larger pool of investors, including institutional investors precluded from investing in companies listed on the CSE.
(f) Cash Position. The Board considered the business, operations, assets, financial performance and condition, operating results and prospects of the Corporation, including the current cash reserves of the Corporation and its prospects for raising additional financing and Stratabound’s involvement in the junior mining industry and its financial, technical and managerial resources. The combined company will have a superior cash position compared to the Corporation’s.
(g) Fairness Opinion. The Board has received the Fairness Opinion, in which INFOR provided an opinion that, based upon and subject to the scope of review, assumptions, qualifications

and limitations contained therein, INFOR is of the opinion that, as of April 20, 2021, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

(h) California Gold Superior Proposal. The Arrangement Agreement does not prevent a third party from making an unsolicited Acquisition Proposal. Subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that is a Superior Proposal at any time prior to the approval of the Arrangement by Shareholders, and in the event that a Superior Proposal is made and not matched by Stratabound, upon payment by the Corporation to Stratabound of the Termination Fee, the Arrangement Agreement may be terminated by the Corporation and the Corporation may enter into an acquisition agreement with the third party making the Superior Proposal. If an Acquisition Proposal is made to Shareholders prior to the Meeting, Shareholders, other than the Supporting Securityholders, are free to support such Acquisition Proposal and vote against the Arrangement Resolution; in the event that the Arrangement Agreement is terminated by the Corporation as described above to enable it to enter into an acquisition agreement with a third party that has made an Acquisition Proposal which the Board has determined is a Superior Proposal, then such Support Agreements terminate and the Supporting Securityholders are free to support such Superior Proposal.

(i) Management. The Board considered current industry and economic conditions and trends and informed expectations of the future of the junior mining industry, Stratabound’s involvement in the junior mining industry and its financial, technical and managerial resources. Stratabound has an experienced management team who is well experienced in mineral exploration world-wide and has a strong background of successfully developing, building and operating small through large scale mining operations. Mr. R. Kim Tyler, P.Geo., President and CEO of Stratabound, is a “Qualified Person” for the purpose of NI 43-101.
(j) Closing Conditions. The obligation of Stratabound to complete the Arrangement is subject to certain conditions which the Board believes are reasonable in the circumstances, and is not subject to any financing condition. In addition, the Arrangement is not subject to the approval of the holders of Stratabound Shares.
(k) Shareholder Approval. The Shareholder Approval requirement is protective of the rights of Shareholders. The Arrangement Resolution must be approved by at least two-thirds of the votes cast by Shareholders at the Meeting and, if required, by at least a majority of the votes cast by the Minority Shareholders at the Meeting.

(l) Court Process. The Arrangement will be subject to a judicial determination by the Court that the Arrangement is fair and reasonable to the Shareholders.
(m) Terms of Arrangement Agreement. The Arrangement Agreement is the result of an arm’s length negotiation process and includes terms and conditions that are, in the judgment of the Board after consultation with California Gold’s legal and financial advisors, reasonable.
(n) Dissent Rights. Registered Shareholders who do not vote in favour of the Arrangement will have the right to receive “fair value” for their California Gold Shares pursuant to the valid exercise of Dissent Rights (subject to compliance with certain conditions). See “ Dissenting California Gold Shareholders’ Rights ”.
(o) Evaluation and Analysis. The Board has given lengthy consideration to the business, operations, assets and potential prospects for the combined company as well as current industry, economic and market conditions and related risks.

Risks

In the course of its deliberations, the Board also identified and considered a variety of risks and potentially negative factors in connection with the Arrangement, including but not limited to the following:

(a) Termination. The Arrangement Agreement may be terminated by Stratabound or California Gold in certain circumstances and, in certain cases of termination, California Gold would be required to pay Stratabound the California Gold Termination Payment of $400,000, each as further described in the Arrangement Agreement.
(b) Going Concern. The ability of the Corporation to continue as a going concern is dependent on its continued ability to raise sufficient funds for its operations. If the Arrangement is not completed, absent any significant increase of revenue, the Corporation anticipates continuing to experience negative cash flow until it is in a position to commence and achieve commercial operations. If the Arrangement is not completed, the ability of the Corporation to continue as a going concern is dependent upon the Corporation’s ability to conduct financings to continue its operations.
(c) Closing Conditions. The completion of the Arrangement is subject to several conditions, including Shareholder, Court and certain regulatory approvals, as well as other conditions, all as further set forth in the Arrangement Agreement. There is no certainty that all conditions will be satisfied or waived.
(d) Potential Irreparable Impact. If the Arrangement is not completed, a considerable amount of costs will have been incurred, time and effort of California Gold and its management team will have been diverted away from other important aspects of California Gold’s business activities and there could be

negative and irreparable impacts on California Gold’s business relationships (including with current and prospective employees, customers, suppliers, partners and regulators, among others).

(e) Anticipated Benefits May Not Occur. The combined company may fail to realize growth opportunities and synergies currently anticipated due to, among other things, challenges associated with integrating the operations and personnel of California Gold and Stratabound and the ability to attract capital.
(f) Exchange Ratio. Shareholders will receive a fixed number of Stratabound Shares under the Arrangement, rather than Stratabound Shares with a fixed market value. If the market price of the Stratabound Shares increases or decreases, the value of the Consideration that Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the Stratabound Shares at the closing of the Arrangement will not be lower than the market price of such shares on the date of announcement of the Arrangement Agreement.
(g) Non-Solicitation. The Arrangement Agreement contains limitations on California Gold’s ability to solicit alternative transactions from third parties following the execution of the Arrangement Agreement.
(h) Forego Increase in California Gold’s Value. As California Gold will no longer exist as an independent public company following the completion of the Arrangement, Shareholders will forego any potential future increase in California Gold’s value as an independent public company that might result from its future growth (other than through any increase in value of Stratabound Shares).
(i) Restrictions on California Gold’s Business. The Arrangement Agreement imposes certain restrictions on the conduct of California Gold’s business during the period between the execution of the Arrangement Agreement and the consummation of the Arrangement, which may have a negative impact on California Gold’s performance.
(j) No Assurances. A number of arm’s length third parties had entered into confidentiality agreements with the Corporation over the past six months to review the business of the Corporation, without any reasonable proposals being made. If the Arrangement Agreement is terminated and California Gold elects to seek another transaction, there can be no assurance that California Gold will be able to find a party willing to pay an equivalent or more attractive price than the consideration to be paid under the Arrangement.
(k) Taxation. The exchange of California Gold Shares pursuant to the Arrangement for Stratabound Shares will generally constitute a taxable event to Shareholders.

The information and factors described above and considered by the Board in reaching its determinations and making its recommendation are not intended to be exhaustive but do include certain material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Arrangement and the complexity of these matters, the Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Board may have given different weight to different factors. Each member of the Board has recommended the Arrangement based upon the totality of the information presented to and considered by him.

Recommendation of the Board

After careful consideration and having considered the recommendation of the Special Committee and legal and financial advice, including the Fairness Opinion, the Board has unanimously determined that, subject to the scope of review, assumptions and limitations set out in the Fairness Opinion, the Arrangement is in the best interests of California Gold and that the Arrangement is fair from a financial point of view to Shareholders.

The Board has determined unanimously to recommend to the Shareholders that they vote FOR the Arrangement Resolution.

Fairness Opinion

The Board formally engaged INFOR on April 6, 2021 pursuant to the INFOR Engagement Agreement solely to deliver the Fairness Opinion. INFOR will receive a $125,000 fee from California Gold for the delivery of the Fairness Opinion. In addition, INFOR is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by California Gold as described in the indemnity that forms part of the INFOR Engagement Agreement. The fees payable to INFOR by California Gold in respect of the delivery of the Fairness Opinion are not contingent upon the conclusions reached by INFOR herein or the consummation of the Arrangement.

Based upon and subject to the scope of review, assumptions, limitations and qualifications set forth in the Fairness Opinion and such other factors as INFOR considered relevant, INFOR is of the opinion that, as of April 20, 2021, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The Corporation has determined that INFOR is both qualified and independent.

Support Agreements Certain directors and senior officers of the Corporation and certain other Securityholders have entered into support agreements with Stratabound (the “ Support Agreements ”) pursuant to which they have agreed to vote their California Gold Shares FOR the Arrangement Resolution, subject to the terms of such agreements.

The following Securityholders (collectively, the “ Supporting Securityholders ”) have entered into Support Agreements:

Larry Phillips;
William Tomlinson;

Scott Rasenberg;
Romspen Investment Corporation (“ Romspen ”); and
R.W. Tomlinson Limited (“ R.W. Tomlinson ”).

The Supporting Securityholders beneficially own, or exercise control or direction over, directly or indirectly, approximately 31.7% of the outstanding California Gold Shares, as of the close of business on May 12, 2021. In addition, pursuant to their respective support agreements, Romspen and R.W. Tomlinson have consented to the transaction in their capacities as secured lenders under their respective loan agreements with California Gold.

Required Shareholder Approval

Court Approval of the Arrangement

Stock Exchange Approval

Letter of Transmittal

In order to become effective, the required level of approval for the Arrangement Resolution shall be (a) at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting and (b) such minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution .

The Court signed the Interim Order on May 17, 2021, and, subject to the approval of the Arrangement by the Shareholders, a hearing for a Final Order approving the Arrangement is currently scheduled to take place on June 17, 2021 at 10:00 a.m. (Toronto time) before the Court, by videoconference at Toronto, Ontario. All Securityholders are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. A copy of the Notice of Application for the Final Order is attached to this Circular as Appendix “F”.

Stratabound Shares are listed on the TSXV and It is also a condition to the completion of the Arrangement that the TSXV approve the transactions contemplated thereby.

If you are a Registered Shareholder, you should have received with this Circular a Letter of Transmittal. If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive Stratabound Shares, Registered Shareholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it (or a manually signed facsimile thereof), together with the certificates or DRS Advices representing their California Gold Shares and the other relevant documents required by the instructions set out therein, to the Depositary in accordance with the instructions contained in the Letter of Transmittal.

If you are a Non-Registered Shareholder, you should carefully follow the instructions from the Intermediary that holds California Gold Shares on your behalf in order to receive Stratabound Shares for your California Gold Shares.

Expenses

Canadian Securities Laws

Except as expressly otherwise provided in the Arrangement Agreement, all fees, costs and expenses incurred in connection with the Arrangement Agreement and the Arrangement shall be paid by the Party incurring such fees, costs or expenses.

Each Shareholder is urged to consult with their professional advisors to determine the Canadian conditions and restrictions applicable to trades

in the Stratabound Shares.

U.S. Securities Laws

All holders of such securities are urged to obtain legal advice to ensure that the resale of such securities complies with applicable U.S. Securities Laws and to determine the U.S. conditions and restrictions applicable to trading in Stratabound Shares issuable pursuant to the Arrangement.

Dissenting California Gold Shareholders’ Rights

A Registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a written notice of dissent (a “ Dissent Notice ”) to the Corporate Secretary of the Corporation and be received at [email protected] not later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting).

Income Tax Considerations

Depositary

Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

California Gold has engaged TSX Trust Company Inc. to act as Depositary for the receipt of certificates in respect of California Gold Shares and related Letters of Transmittal.

INFORMATION CONCERNING THE MEETING

Solicitation of Proxies

This Circular is furnished in connection with the solicitation by and on behalf of the management of the Corporation of proxies to be used at the Meeting to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting. In addition to solicitation by mail, certain officers, directors and employees of the Corporation may solicit proxies by telephone, electronic mail, facsimile or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of solicitation by management will be borne directly by the Corporation. The registered office of the Corporation is c/o Norton Rose Fulbright Canada LLP, 45 O’Connor Street, Suite 1500, Ottawa, Ontario, K1P 1A4.

The Corporation is not using “notice-and-access” to send its proxy-related materials to Shareholders, and paper copies of such materials will be sent to all Shareholders. In accordance with NI 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the California Gold Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation. The Record Date to determine the Securityholders entitled to receive notice of and vote at the Meeting is May 12, 2021.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Corporation. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Appointment of Proxies and Deadlines

A Registered Shareholder of the Corporation may vote at the Meeting or may appoint another person to represent such Shareholder as proxy and to vote the California Gold Shares of such Shareholder at the Meeting. In order to appoint another person as proxy, such Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy in the manner specified in the Notice of Meeting.

The persons designated in the form of proxy accompanying this Circular are directors and/or officers of the Corporation. A Shareholder has the right to appoint a person or company (who need not be a Shareholder), other than the persons designated in such form of proxy , to attend and act for and on behalf of such Shareholder at the Meeting and at any adjournment or postponement thereof. Such right may be exercised by either striking out the names of the persons specified in the form of proxy and inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to TSX Trust Company in time for use at the Meeting in the manner specified in the Notice of Meeting.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the meeting or any other matters properly brought before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Corporation’s transfer agent, TSX Trust Company, must receive your proxy no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). The Chairman of the meeting may waive or extend the proxy cut-off without notice.

To vote online at www.voteproxyonline.com, you will need the control number contained in the accompanying form of proxy. Alternatively, a proxy can be submitted to TSX Trust Company either by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. If a Registered Shareholder receives more than one proxy form because such Shareholder owns securities of the Corporation registered in different names or addresses, each proxy form needs to be completed and returned or voted online. If you wish to vote through the internet, you must do so no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting).

If you are a Non-Registered Shareholder (for example, if you hold California Gold Shares in an account with an Intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your Intermediary or call your Intermediary for information as to how you can vote your California Gold Shares. Note that the deadlines set by your Intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above. See “ Information Concerning the Meeting - Non-Registered Shareholders ”.

Late proxies may be accepted or rejected by the Chairman of the Meeting in his sole discretion. The Chairman is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting in his discretion, without notice.

Also see the “ Notice of Annual and Special Meeting of Shareholders ”.

Revocation of Proxies

A Shareholder giving a proxy has the power to revoke it. Such revocation may be made by the Shareholder attending the Meeting by fully executing another instrument of proxy bearing a later date and duly depositing the same before the specified time, or by written instrument revoking such proxy duly executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof, duly authorized, and deposited either at the head office of the Corporation or its registrar and transfer agent at any time up to and including 5:00 p.m. (Toronto time) on June 14, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is one Business Day immediately preceding any adjourned or postponed Meeting). A proxy may also be revoked in any other manner permitted by law. Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Exercise of Discretion by Proxies

The California Gold Shares represented by an appropriate form of proxy will be voted on any ballot that may be conducted at the Meeting, or at any adjournment or postponement thereof, in accordance with the instructions contained on the form of proxy and, if the Shareholder specifies a choice with respect to any matter to be acted on, the California Gold Shares will be voted accordingly. In the absence of instructions, such California Gold Shares will be voted FOR each of the matters described in the Notice of Meeting.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters described in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting or any adjournment or postponement thereof, whether or not any amendments, variations or other matters are routine or contested. As at the date hereof, management of the Corporation knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matter which is not now known to management of the Corporation should properly be brought before the Meeting, or any adjournment or postponement thereof, the California Gold Shares represented by such proxy will be voted on such matter in accordance with the judgment of the person named as proxy thereon.

Signing of Proxy

The form of proxy must be signed by the Shareholder or the duly appointed attorney thereof authorized in writing or, if the Shareholder is a corporation, by an authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the Shareholder or in some other representative capacity, including an officer of a corporation which is a Shareholder, should indicate the capacity in which such person is signing. A Shareholder or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such Shareholder or by or on behalf of his or her attorney, as the case may be.

Virtual Only Format

Out of an abundance of caution, to proactively deal with the unprecedented public health impact of COVID-19 and to mitigate risks to the health and safety of our community, Shareholders, employees and other stakeholders and to comply with certain guidelines and recommendations of the Ontario government we will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Shareholders will not be able to physically attend the Meeting.

A summary of the information attendees will need to attend the Meeting is provided below. The Meeting will begin at 11:00 a.m. (Toronto time) on June 15, 2021.

The Meeting will be hosted virtually via live audio webcast at https://virtual meetings.tsxtrust.com/1174

(Password: california2021).

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

1. Type in https://virtual meetings.tsxtrust.com/1174 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: california2021 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or Voting Instruction Form (“ VIF ”).

Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust Company by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.
1. Type in https://virtual meetings.tsxtrust.com/1174 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: california2021 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

1. Type in https://virtual meetings.tsxtrust.com/1174 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].

To vote online at www.voteproxyonline.com, you will need the control number contained in the accompanying form of proxy. Alternatively, a proxy can be submitted to TSX Trust Company either by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. If a Registered Shareholder receives more than one proxy form because such Shareholder owns securities of the Corporation registered in different names or addresses, each proxy form needs to be completed and returned or voted online. If you wish to vote through the internet, you must do so no later than 5:00 p.m. (Toronto time) on June 11, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting).

Non-Registered Shareholders

Only Registered Shareholders of the Corporation, or the persons they appoint as their proxy, are entitled to vote at the Meeting. The California Gold Shares of a non-registered Shareholder (“ Non-Registered

Shareholder ”) who beneficially owns California Gold Shares will generally be registered in the name of either:

(a) an intermediary with whom the Non-Registered Shareholder deals in respect of the California Gold Shares (including, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans) (an “ Intermediary ”); or
(b) a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice of Meeting, this Circular and the accompanying form of proxy (collectively, the “ Meeting Materials ”) to the Intermediaries for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will be given either:

(a) a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page preprinted form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Corporation in Canada and its counterpart in the U.S. (collectively, “ Broadridge ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Additionally, the Corporation may utilize Broadridge's QuickVoteTM service to assist eligible Shareholders with voting their shares directly over the phone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the California Gold Shares to be represented at the Meeting. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for this form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(b) a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of California Gold Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with TSX Trust Company , 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, or be faxed to 416-595-9593.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the California Gold Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the NonRegistered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a

voting instruction form, follow the directions indicated on the form. Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those instructions regarding when and where the voting instruction form or the form of proxy is to be delivered.

A Non-Registered Shareholder who has submitted a proxy may revoke it by contacting the Intermediary through which the California Gold Shares of such Non-Registered Shareholder are held and following the instructions of the Intermediary respecting the revocation of proxies.

Quorum

Quorum for the meeting (unless a greater number of persons are required to be present or a greater number of shares are required to be represented by the Act or by the articles or by any by-law) is at least two Shareholders present in person or represented by proxy holding or representing not less than 5% of the California Gold Shares entitled to be voted at the Meeting. Registered Shareholders or proxyholders representing registered Shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. In the event that a quorum is not present at the time fixed for holding the Meeting, the Meeting will stand adjourned to such date and to such time and place as may be determined by California Gold.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The directors of the Corporation and the Interim Order have fixed May 12, 2021 as the record date (the “ Record Date ”) for the determination of the Shareholders entitled to receive the Notice of Meeting. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting and at all adjournments or postponements thereof. Each California Gold Share will entitle the holder of record thereof to one vote at the Meeting.

The Corporation is authorized to issue an unlimited number of California Gold Shares. As at the Record Date, there were 65,108,269 California Gold Shares issued and outstanding. Each California Gold Share entitles the holder to receive notice of and to attend all meetings of the Shareholders and to one vote for each California Gold Share held. As of May 12, 2021, to the knowledge of the directors and executive officers of the Corporation, the only persons, firms or corporations that beneficially owned, directly or indirectly, or exercised control or direction over, 10% or more of the California Gold Shares are as follows:

Name R.W. Tomlinson Limited ...............................................................	Number of Shares ......... 9,944,637	Percentage of Shares Held
		15.3%

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The Shareholders will receive and consider the audited financial statements of the Corporation for the fiscal year ended August 31, 2020 together with the auditor’s report thereon.

Election of Directors

It is intended that the persons named in the accompanying form of proxy will vote the California Gold Shares represented thereby in favour of electing as directors the nominees named below. Unless such authority is withheld, the California Gold Shares represented by the accompanying form of proxy will be voted in favour of the nominees set out below.

The term of office of all present directors of the Corporation expires at the close of business of the Meeting. Management has been informed by each nominee that he is willing to stand for re-election and serve as a director.

The Board has adopted a policy that entitles each Shareholder to vote for each nominee on an individual basis. Each director should be elected by the vote of a majority of the California Gold Shares represented virtually in person or by proxy at the Meeting that are voted in respect of that nominee. If any nominee for election as a director receives, from the California Gold Shares voted at the Meeting or by proxy, a greater number of votes "withheld" than votes "for" his election, the nominee will be expected to promptly offer his resignation to the Chairman of the Board following the Meeting, to take effect upon acceptance by the Board.

In such circumstances, the Board will expeditiously consider such director's offer to resign. Within 90 days of the Meeting, the Board will make a final decision concerning the acceptance of such director's resignation and announce that decision by way of news release. Any director who offers his resignation will not participate in the deliberations of the Board or any of its committees pertaining to the resignation.

The process only applies in circumstances involving an "uncontested" election of directors – where the number of nominees does not exceed the number of directors to be elected and where no proxy materials are circulated in support of one or more nominees who are not a part of the slate supported by the Board for election at the Meeting. Subject to the applicable corporate law, where the Board accepts the offer of resignation of a director and that director resigns, the Board may exercise its discretion with respect to the resulting vacancy and may, without limitation, leave the resultant vacancy unfilled until the next annual meeting of Shareholders, fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of the Shareholders, or call a special meeting of Shareholders to elect a new nominee to fill the vacant position.

The following table sets out the names of management’s nominees for election as directors of the Corporation, each nominee’s municipality of residence, 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, the period of time during which each has been a director of the Corporation and the number of California Gold Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular. The following information relating to the nominees as directors is based on information received by the Corporation from said nominees.

Name and Municipality of Residence	Principal Occupation(s) for Last Five Years(1)	Position with the Corporation	Director Since	Number of Common Shares Beneficially Owned or Controlled(2)
Scott M. Rasenberg London, Ontario, Canada	President of Rasenberg- Group (January 2016 to present); Vice-President of Finance and Administration of J.M.R. Electric Ltd. (July 2014 to January 2016); Taxation partner of MNP LLP (June 2011 to June 2014) and Taxation senior manager of Collins Barrow LLP (May 2008 to May 2011).	Director	February 17, 2016	4,426,700(3)
William Tomlinson Manotick, Ontario, Canada	Chairman of the board of R.W. Tomlinson Limited (since July 2015) and Chief Executive Officer of R.W. Tomlinson Limited (until July 2016).	Director	August 10, 2015	16,194,637(4)
Larry Phillips Toronto, Ontario, Canada	President of Corplex Management Services; President and CEO, and director of Compass Gold Corporation. Executive Vice President, Corporate Affairs of IAMGOLD Corporation from October 2009 to June, 2011; Executive Vice President, Corporate Affairs and General Counsel of IAMGOLD Corporation from December, 2007 to October, 2009 and held various positions with IAMGOLD over a 20-year period.	Director	February 28, 2017	11,000

Notes:

(1) The information as to principal occupation, business or employment of the respective nominees is not within the knowledge of the management of the Corporation 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.
(2) The information as to California Gold Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees. Information regarding voting securities held does not include voting securities issuable upon the exercise of options, warrants or other convertible securities of the Corporation.
(3) California Gold Shares are held personally, by Mr. Rasenberg’s spouse, as well as through a corporation controlled by Mr. Rasenberg.
(4) California Gold Shares are held personally by William Tomlinson, as well as through R.W. Tomlinson Limited, a corporation beneficially owned by William Tomlinson.

Cease Trade Orders, Sanctions and Bankruptcies

As of the date hereof, no director to be nominated for election at the Meeting:

(a) is at the date of this Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:
(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
(b) is at the date of this Circular, or has been, within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such nominee was acting in that capacity, or within a year of such nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominee.

For the purposes of the above section, the term "order" means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) 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.

In addition, as of the date hereof, no director to be nominated for election at the Meeting has been subject to:

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

Conflicts of Interest

The directors are required by law to act honestly and in good faith with a view to the best interests of the Corporation and to disclose any interests that they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and, if required by applicable law, will abstain from voting on such matter.

To the best of the Corporation's knowledge, and other than as disclosed herein, there are no known existing or potential conflicts of interest among the Corporation, its promoters, directors and officers or other members of management of the Corporation or of any proposed promoter, director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and their duties as a director or officer of such other companies .

Appointment of Auditor

Management recommends the re-appointment of McGovern Hurley LLP, Chartered Professional Accountants, of Toronto, Ontario, the present auditor, as the auditor of the Corporation to hold office until the close of the next annual meeting of the Shareholders (or, if the Arrangement is completed, for the period up to the Effective Time).

Aggregate fees paid to MNP LLP, Chartered Professional Accountants, the former auditor of the Corporation, during the fiscal years ended August 31, 2020 and August 31, 2019 are set out under the section of this Circular entitled " Additional Information Concerning California Gold – Audit Committee – External Auditor Service Fees (By Category) ".

In the absence of contrary directions, the management designees of the Corporation intend to vote proxies in the accompanying form of Proxy in favour of the re-appointment of McGovern Hurley LLP Chartered Professional Accountants as auditors of the Corporation and for the Board to approve their remuneration.

Approval of the Arrangement Resolution

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve the Arrangement Resolution to effect the Arrangement. Pursuant to the Interim Order, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by the Shareholders either in attendance or by proxy at the Meeting.

Unless otherwise directed and if named as proxy, it is the intention of the persons named in the applicable accompanying form of proxy to vote " FOR " the Arrangement Resolution. See " Information Concerning the Meeting ".

See " The Arrangement " and " The Arrangement Agreement " for further details regarding the Arrangement and the Arrangement Agreement, respectively. A copy of the Arrangement Agreement is attached hereto as Appendix "B". A copy of the Arrangement Resolution is attached hereto as Appendix "C". A copy of the Plan of Arrangement is attached hereto as Appendix “D”.

Other Matters

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

THE ARRANGEMENT

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Arrangement Resolution to approve, inter alia, the Arrangement pursuant to Section 182 of the OBCA. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, each of which have been filed on

SEDAR at www.sedar.com under the Corporation’s profile. A copy of the Plan of Arrangement is also attached as Appendix “D” of this Circular.

To be effective, the Arrangement Resolution must be approved: (a) by at least two-thirds of the votes cast by Shareholders present or represented by proxy at the Meeting and entitled to vote, and (b) if required, a simple majority of the votes cast by Minority Shareholders present or represented by proxy at the Meeting and entitled to vote as contemplated by MI 61-101. See “ The Arrangement – Required Shareholder Approval ”. A copy of the Arrangement Resolution is set out in Appendix “C” to this Circular.

Unless otherwise directed in properly completed forms of proxy, it is the intention of the individuals named in the enclosed form of proxy to vote FOR the Arrangement Resolution. If you do not specify how you want your California Gold Shares to be voted at the Meeting, the persons named as proxyholders in the enclosed form of proxy will cast the votes represented by your proxy at the Meeting for the Arrangement Resolution.

If the Arrangement is approved at the Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement is expected to take effect at 12:01 a.m. (Toronto time) on the Effective Date, which is expected to occur by the end of July 2021 or such other date as may be agreed by Stratabound or the Corporation.

Purpose and Description of the Arrangement

The purpose of the Arrangement is for Stratabound to acquire all of the issued and outstanding California Gold Shares. Pursuant to the Arrangement Agreement and the Plan of Arrangement each Shareholder will receive, in respect of each California Gold Share they own immediately prior to the Effective Time, that number of Consideration Shares as is equal to the Exchange Ratio.

Background to the Arrangement

The Arrangement Agreement is the result of a competitive bidding process conducted by Red Cloud with final arm’s-length negotiations conducted by the Special Committee with reference to a Fairness Opinion issued by INFOR. The following is a summary of the main events that led to the execution of the Arrangement Agreement (including related documents) and certain meetings, negotiations, discussions, and actions among the parties that preceded the execution of the Arrangement Agreement and public announcement of the Arrangement.

As part of its continuing mandate to strengthen California Gold’s business and enhance value for shareholders, the Board, Special Committee and senior management have, from time to time, considered and assessed possible strategic and other opportunities to better realize the potential of California Gold’s asset portfolio.

On March 10, 2020, California Gold and Stratabound executed the Non-Disclosure and Site Visit Agreement. A transaction did not materialize at that time.

On September 30, 2020, California Gold announced that the Board had terminated the employment of Vishal Gupta, and removed him as President and Chief Executive Officer effective immediately. California Gold also announced the appointment of Scott Rasenberg as Chairman of the Board in replacement of Patrick Cronin, and of Larry Phillips as Interim President and Chief Executive Officer, following the termination of Vishal Gupta. The Board and the new management team also announced the commencement of their initial review of California Gold’s operations and financial position, including an assessment of short-term cash requirements for the orderly continuation of the business of California Gold.

On November 6, 2020, the Board announced the creation of the Special Committee consisting of Scott Rasenberg as the Chairman of the Special Committee, William Tomlinson, and Larry Phillips. California Gold also announced that the Corporation’s hemp business be wound up in an orderly fashion to preserve overall value for shareholders. The Corporation also announced the entering into of a

subordinated secured loan with R.W. Tomlinson for a principal amount of $1,000,000 at an interest rate of 14% per annum, paid at maturity.

On November 24, 2020 California Gold and Red Cloud signed an advisory agreement whereby California Gold engaged Red Cloud as its financial advisor to manage a process for California Gold that contemplated the sale of California Gold or a sale or joint venture involving the Fremont Project.

On December 8, 2020, California Gold announced that it had initiated a strategic process to explore, review and evaluate a broad range of potential alternatives focused on maximizing shareholder value, including a potential sale or merger of California Gold or a sale or joint venture involving the Fremont Project.

On December 10, 2020, California Gold sold the Grove Road farm property in the State of Illinois in the United States for gross proceeds of US$659,360. The net proceeds form the sale of the property was used to repay a portion of the secured loan from Romspen.

On February 22, 2021, Stratabound began a site visit at the Fremont Project. Stratabound completed the site visit on February 24, 2021.

On March 18, 2021, California Gold received a binding proposal (the “ Binding Proposal ”) from Stratabound to purchase all the issued and outstanding California Gold Shares. Stratabound’s offer was to pay $0.1949 for each California Gold Share, with the consideration comprised of Stratabound Shares at a share exchange ratio of 0.825 Stratabound Shares for each California Gold Share. These figures were based on the 20-day volume-weighted average prices of Stratabound Shares and California Gold Shares for the period ending March 17, 2021. The offer required the conversion of 40% of the principal amount of California Gold’s outstanding secured debt to California Gold Shares, prior to the transaction, and provided California Gold with two seats on the Stratabound Board.

At a Special Committee meeting on March 22, 2021, the Special Committee recommended that California Gold continue discussions with Stratabound and attempt to negotiate for a higher purchase price and the removal of the secured debt conversion requirement. Between March 22, 2021 and April 7, 2021, California Gold’s Chairman had discussions with Red Cloud and Stratabound regarding an increase in the purchase price and the removal of the secured debt conversion requirement. On March 31, 2021, California Gold’s management team and legal counsel had a conference call with Romspen to discuss the Binding Proposal and the secured debt conversion requirement.

On April 7, 2021, California Gold received a revised and unconditional binding proposal (“ Revised Binding Proposal ”) from Stratabound to purchase all the issued and outstanding California Gold Shares. Stratabound’s offer was to pay $0.20 for each California Gold Share, with the consideration to be comprised of Stratabound Shares at a share exchange ratio of 1.00 Stratabound Share for each California Gold Share. These figures were based on the closing market prices on April 6, 2021. There was no debt conversion requirement in the Revised Binding Proposal.

On April 12, 2021, the full board of California Gold met to consider the recommendation of the Special Committee to approve the Revised Binding Proposal that was approved by the Stratabound Board and delivered on April 7, 2021. The 5-page document set out, in detail, the commercial terms and conditions for a combination of the two companies. The Board, including Vishal Gupta and Patrick Cronin, unanimously approved the commercial terms of the Revised Binding Proposal and noted that the proposal was clearly in the best interests of all Shareholders. The Board authorized the management team to proceed with the drafting of a final definitive agreement and to engage INFOR to prepare and deliver a fairness opinion prior to the completion of the definitive agreement, to be returned to the Board for approval.

From April 12, 2021 to April 19, 2021, California Gold and Stratabound exchanged drafts of the Arrangement Agreement (and ancillary documents including the form of Support Agreement and the Plan of Arrangement) and conducted various discussions, assessments, reviews and negotiations.

The Board held a meeting on April 19, 2021 at 3:00 p.m. to approve the drafts of the Arrangement Agreement (and ancillary documents including the form of Support Agreement and the Plan of Arrangement). Immediately prior to the meeting, Mr. Cronin and Mr. Gupta requested additional time to review the materials and draft agreements. The Chairman of the Board agreed and adjourned the meeting by 26 hours until April 20, 2021 at 5:00 p.m.

Throughout the day on April 20, 2021, Mr. Cronin raised concerns about the treatment of his personal stock options and Mr. Gupta raised concerns about certain change of control payments he claimed he was entitled to in the context of the Arrangement. Finally, on April 20, 2021, minutes before the scheduled continuation of the meeting of the Board, Mr. Cronin and Mr. Gupta unexpectedly tendered their resignations from the Board without offering any reasons for their decisions. The Board accepted Mr. Cronin’s and Mr. Gupta’s resignations.

On April 20, 2021 the Board carried on with the adjourned board meeting, in order to consider and discuss the latest draft of the Arrangement Agreement and certain other matters. On this call, INFOR delivered its oral Fairness Opinion to the Board, which concluded that as of April 20, 2021 and subject to the scope of review, assumptions, limitations and qualifications set forth in the opinion, the consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial point of view to such Shareholders. The Board unanimously approved the entering into of the Arrangement Agreement in substantially the same form as presented. Following this call, representatives of the respective parties conducted negotiations with a view to settling certain outstanding provisions of the Arrangement Agreement. Legal counsel to California Gold and Stratabound then worked to prepare the final draft of the Arrangement Agreement, which was circulated between the parties on April 20, 2021 for signature.

On April 20, 2021 the Arrangement Agreement (and ancillary documents including the form of Support Agreements and the Plan of Arrangement) was signed by California Gold and Stratabound. On April 21, 2021 the transaction was announced by California Gold and Stratabound in separate press releases.

Fairness Opinion

The following is a summary of the Fairness Opinion delivered by INFOR. This summary is qualified in its entirety by, and should be read in conjunction with, the full texts of the Fairness Opinion as attached to this Circular as Appendix “I”. The Fairness Opinion describes, among other things, the assumptions made, methodologies used, matters considered and limitations on the review undertaken by INFOR. Shareholders are encouraged to read the Fairness Opinion in its entirety.

In connection with the Fairness Opinion, INFOR has performed a variety of financial and comparative analyses. In arriving at the Fairness Opinion, INFOR has not attributed any particular weight to any specific analysis or factor, but rather has made qualitative judgments based on our experience in rendering such opinions and on the circumstances and Information as a whole.

The Fairness Opinion does not constitute a recommendation to the Special Committee, the Board or Shareholders as to whether such shareholders should vote for the Arrangement Resolution. Furthermore, the Fairness Opinion is not, and should not be construed as, advice as to the price at which Stratabound’s and the Corporation’s securities may trade at any future date, whether before or after completion of the Arrangement.

Engagement of INFOR

of the Fairness Opinion are not contingent upon the conclusions reached by INFOR herein or the consummation of the Arrangement.

Credentials and Independence of INFOR

INFOR is an independent investment bank that offers advice on mergers and acquisitions, capital raises and corporate restructurings. INFOR’s principals have extensive experience working at leading accounting firms, law firms, asset management firms and both independent Canadian and global bank owned investment dealers where they served diverse industries including financial services, technology, media and communications, healthcare, industrials, metals and mining, and oil and gas. They have extensive experience providing advisory services on complex, transformative transactions and related capital markets activity.

None of INFOR, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario) (the “ Act ”)) of California Gold or Stratabound (the “ Interested Parties ”), or any of their respective associates or affiliates. INFOR has been retained by California Gold to provide the Fairness Opinion to the directors and is not acting as an advisor, financial or otherwise, to any person or company in respect of the Arrangement or any other transaction.

INFOR has neither provided financial advisory services nor participated in any financings involving California Gold or Stratabound over the past 24 months.

INFOR acts as a trader in major financial markets and, as such, may have had and may in the future have long or short positions in the securities of California Gold, Stratabound or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it receives or may receive commission.

INFOR has not entered into any other agreements or arrangements with any Interested Party with respect to any future dealings. INFOR may however, in the ordinary course of its business, provide financial advisory or investment banking services to one or more of the Interested Parties from time to time.

The Corporation has determined that INFOR is both qualified and independent.

Assumptions and Limitations

With the approval of the directors, and as is provided for in the INFOR Engagement Agreement, INFOR has relied upon the completeness, accuracy and fair presentation of all of the financial information, business plans, forecasts and other information, data and representations provided to INFOR regarding California Gold, the transaction, directly or indirectly, orally or in writing, by California Gold, its subsidiaries, associates and/or affiliates (with affiliates, subsidiaries and associates having the meanings ascribed to such terms in the Act) and/or any of their respective agents, advisors, consultants and representatives for the purpose of preparing the Fairness Opinion (collectively, the “ Information ”). The Fairness Opinion is conditional upon the completeness, accuracy and fair presentation of the Information.

This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion attached to this Circular as Appendix “I”. The Company encourages Shareholders to read and consider the Fairness Opinion in its entirety. INFOR provided the Fairness Opinion for the information and assistance of the Board in connection with its consideration of the Arrangement. Such Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement or any other matter.

INFOR Fairness Opinion

For the purpose of preparing the Fairness Opinion, INFOR has analyzed financial, operational and other information relating to California Gold and Stratabound, including information derived from meetings and

discussions with the management of California Gold. Except as expressly described herein, INFOR has not conducted any independent investigations to verify the accuracy and completeness thereof.

In connection with rendering the Fairness Opinion, INFOR has reviewed and relied upon, among other things, the following:

(a) NI 43-101 Technical Report for the Fremont Project effective December 9, 2016 and dated December 15, 2016;
(b) NI 43-101 Technical Report Preliminary Economic Assessment on the Captain, CNE and Taylor Brook VMS Deposits, New Brunswick, Canada effective November 23, 2011 and dated December 1, 2011;
(c) non-binding term sheet for the transaction dated April 7, 2021;
(d) draft of the Arrangement Agreement and Plan of Arrangement;
(e) audited financial statements of the Corporation for the 12 months ended December 31, 2018, 2019 and 2020;
(f) management discussion & analysis of the Corporation for the year ended December 31, 2020;
(g) audited financial statements of Stratabound for the 12 months ended December 31, 2018, 2019 and 2020;
(h) recent press releases, material change reports and other public documents filed by California Gold and Stratabound on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, and Stratabound’s company website;
(i) certain other publicly available information related to the business, operations, financial conditions and trading history of each of California Gold and Stratabound and other selected publicly available information that INFOR considered relevant;
(j) certain internal financial, operational, corporate, budget and other information concerning California Gold and its subsidiaries that was prepared and provided by management of California Gold;
(k) data on comparable companies and precedent transactions for companies in the mining sector that INFOR considered relevant;
(l) discussions with management regarding the past and current operations as well as financial conditions and prospects of California Gold and other matters that INFOR considered relevant;
(m) discussions with California Gold’s legal counsel relating to legal matters including with respect to the Arrangement Agreement;
(n) representations contained in a management certificate, addressed to INFOR and dated the date hereof, from senior officers of California Gold as to the completeness and accuracy of the information upon which this Opinion is based and certain other matters; and

such other corporate, industry, and financial market information, investigations and analyses as INFOR considered necessary or appropriate at the time and in the circumstances.

INFOR has not, to the best of its knowledge, been denied access by California Gold to any information requested. INFOR did not meet with the auditors of California Gold or Stratabound and has assumed the

accuracy and fair presentation of the audited and unaudited consolidated financial statements of those parties and, as applicable, the reports of the auditors thereon.

The Corporation has represented to INFOR that there have not been any prior valuations of the Corporation or its material assets or its securities in the past 24-month period.

Based upon and subject to the scope of review, assumptions, limitations and qualifications set forth in the Fairness Opinion and such other factors as INFOR considered relevant, INFOR is of the opinion that, as of April 20, 2021, based upon and subject to the assumptions, qualifications and limitations contained therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

Recommendation of the Board

The Board has determined unanimously to recommend to the Shareholders that they vote FOR the Arrangement Resolution.

Reasons for the Arrangement

In evaluating the Arrangement and in making their recommendations, the Special Committee and the Board gave careful consideration to the current and expected future financial position of the Corporation and all terms of the Arrangement Agreement and the Plan of Arrangement. The Special Committee and the Board considered a number of factors including, among others, the following:

(a) Attractive Premium and Downside Protection. Shareholders will be entitled to receive the consideration under the Plan of Arrangement which represents a premium of approximately 104.8% over the 20-day volume-weighted average trading price of the California Gold Shares on the CSE for the period ending April 20, 2021, the last trading day prior to California Gold issuing a news release announcing the transaction involving the acquisition of California Gold.
(b) Shareholder Support. The Supporting Securityholders, who collectively hold approximately 31.7% of the California Gold Shares, have entered into Support Agreements under which they have agreed to vote for the Arrangement Resolution, subject to the terms of such Support Agreements.
(c) Increased Liquidity. Shareholders will receive Stratabound Shares under the Arrangement, which shares are listed and posted for trading on the TSXV, which is expected to provide Shareholders with greater liquidity. In the 12 months prior to April 20, 2021, the average daily value of Stratabound Shares traded on the TSXV was approximately $21,000, compared to the average daily value of California Gold Shares traded on the CSE during the same period of approximately $3,500.
(d) Participation in Future Potential Growth. By receiving Stratabound Shares under the Arrangement, the Shareholders will have an opportunity to participate in any future potential increase in the value of Stratabound after the Effective Date (including through growth in the value of California Gold).
(e) Increased Access to Capital. Following its acquisition by Stratabound, California Gold is expected to have greater access to capital, which should assist in funding its growth. Stratabound has access to greater financial resources than California Gold and is expected to attract capital

from a larger pool of investors, including institutional investors precluded from investing in companies listed on the CSE.

(f) Cash Position. The Board considered the business, operations, assets, financial performance and condition, operating results and prospects of the Corporation, including the current cash reserves of the Corporation and its prospects for raising additional financing and Stratabound’s involvement in the junior mining industry and its financial, technical and managerial resources. The combined company will have a superior cash position compared to the Corporation’s.
(g) Fairness Opinion. The Board has received the Fairness Opinion, in which INFOR provided an opinion that, based upon and subject to the scope of review, assumptions, qualifications and limitations contained therein, INFOR is of the opinion that, as of April 20, 2021, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.
(h) California Gold Superior Proposal. The Arrangement Agreement does not prevent a third party from making an unsolicited Acquisition Proposal. Subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that is a Superior Proposal at any time prior to the approval of the Arrangement by Shareholders, and in the event that a Superior Proposal is made and not matched by Stratabound, upon payment by the Corporation to Stratabound of the Termination Fee, the Arrangement Agreement may be terminated by the Corporation and the Corporation may enter into an acquisition agreement with the third party making the Superior Proposal. If an Acquisition Proposal is made to Shareholders prior to the Meeting, Shareholders, other than the Supporting Securityholders, are free to support such Acquisition Proposal and vote against the Arrangement Resolution. In the event that the Arrangement Agreement is terminated by the Corporation as described above to enable it to enter into an acquisition agreement with a third party that has made an Acquisition Proposal which the Board has determined is a Superior Proposal, then such Support Agreements terminate and the Supporting Securityholders are free to support such Superior Proposal.
(i) Management. The Board considered current industry and economic conditions and trends and informed expectations of the future of the junior mining industry, Stratabound’s involvement in the junior mining industry and its financial, technical and managerial resources. Stratabound has an experienced management team who is well experienced in mineral exploration world-wide and has a strong background of successfully developing, building and operating small through large scale mining operations. Mr. R. Kim Tyler, P.Geo., President and CEO of Stratabound, is a “Qualified Person” for the purpose of NI 43-101.
(j) Closing Conditions. The obligation of Stratabound to complete the Arrangement is subject to certain conditions which the Board believes are reasonable in the circumstances, and is not subject to any financing condition. In addition, the Arrangement is not subject to the approval of the holders of Stratabound Shares.
(k) Shareholder Approval. The Shareholder Approval requirement is protective of the rights of Shareholders. The Arrangement Resolution must be approved by at least two-thirds of the votes cast by Shareholders at the Meeting and, if required, by at least a majority of the votes cast by the Minority Shareholders at the Meeting.
(l) Court Process. The Arrangement will be subject to a judicial determination by the Court that the Arrangement is fair and reasonable to the Shareholders.
(m) Terms of Arrangement Agreement. The Arrangement Agreement is the result of an arm’s length negotiation process and includes terms and conditions that are, in the judgment of the Board after consultation with California Gold’s legal and financial advisors, reasonable.

(n) Dissent Rights. Registered Shareholders who do not vote in favour of the Arrangement will have the right to receive “fair value” for their California Gold Shares pursuant to the valid exercise of Dissent Rights (subject to compliance with certain conditions). See “ Dissenting California Gold Shareholders’ Rights ”.
(o) Evaluation and Analysis. The Board has given lengthy consideration to the business, operations, assets and potential prospects for the combined company as well as current industry, economic and market conditions and related risks.

See “ Cautionary Statement Regarding Forward-Looking Information ”.

See also “ Cautionary Statement Regarding Forward-Looking Information ” and “ Risk Factors Relating to the Arrangement ”.

Arrangement Mechanics

At the Effective Time the following shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time:

(a) Each issued California Gold Share outstanding immediately prior to the Effective Time held by a Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to Stratabound, free and clear of any Liens, in consideration for a debt claim against Stratabound in an amount and payable in accordance with Article 3 of the Plan of Arrangement, and:
(i) such Shareholder will cease to be the holder of such Dissenting Shares and will cease to have any rights as holder of such California Gold Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 3.1(a) of the Plan of Arrangement;
(ii) such Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of California Gold Shares maintained by or on behalf of California Gold; and
(iii) Stratabound will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens.
(b) Immediately thereafter, each issued and outstanding California Gold Share (other than any California Gold Share in respect of which a Shareholder has validly exercised its Dissent Right) will be transferred to, and acquired by Stratabound, without any act or formality on the part of the holder of such California Gold Share or Stratabound Share, free and clear of all Liens, in exchange for such number of Consideration Shares equal to the Exchange Ratio multiplied by the number of outstanding California Gold Shares, provided that the aggregate number of Consideration Shares payable to any Shareholder, if calculated to include a fraction of a Consideration Share, will be rounded down to the nearest whole Consideration Share, with no consideration being paid for the fractional share, and the name of each such Shareholder will be removed from the register of holders of California Gold Shares and added to the register of

holders of Consideration Shares, and Stratabound will be recorded as the registered holder of such California Gold Shares so exchanged and will be deemed to be the legal and beneficial owner thereof.

(c) All California Gold Options that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be cancelled without consideration therefore.
(d) Each California Gold Warrant which is outstanding at the Effective Time, shall be exchanged pursuant to the Arrangement for an equivalent warrant (each, a “ Stratabound Replacement Warrant ”) that is exercisable to acquire from Stratabound the number of Stratabound Shares (rounded down to the nearest whole share) equal to: (i) the Exchange Ratio multiplied by (ii) the number of California Gold Shares subject to such California Gold Warrant immediately prior to the Effective Time. Such Stratabound Replacement Warrant shall provide for an exercise price per Stratabound Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per California Gold Share otherwise purchasable pursuant to such Stratabound Replacement Warrant; divided by (y) the Exchange Ratio. It is agreed that all terms and conditions of a Stratabound Replacement Warrant, including the term to expiry and the conditions to and manner of exercising, will be the same as contained in the certificate representing the California Gold Warrant for which it was exchanged, and shall be governed by the terms of such certificate.
(e) All other rights to be issued California Gold Shares existing at the Effective Time and whether or not then vested or otherwise then exercisable, including without limitation arising pursuant to the acquisition by California Gold of any option, right, title or interest in or to any real property, mining claims, leases, licenses, mineral or surface rights, shall be and be deemed to be exchanged solely for the right to be issued such number of Consideration Shares per California Gold Share as included in the Consideration.

No fractional Stratabound Shares shall be issued to any person pursuant to the Plan of Arrangement. The number of Stratabound Shares, to be issued to any person pursuant to this Plan of Arrangement shall, without additional compensation, be rounded down to the nearest whole Stratabound Share.

See also Appendix “D” to this Circular.

Required Shareholder Approval

Pursuant to the Interim Order, the Arrangement Resolution must be approved by (a) the affirmative vote of at least two-thirds of the votes cast by Shareholders present or represented by proxy at the Meeting and entitled to vote, and (b) if required, a simple majority of the votes cast by Minority Shareholder’s present or represented by proxy at the Meeting and entitled to vote as contemplated by MI 61-101. The Arrangement Resolution must receive such Shareholder Approval in order for the Corporation to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the Final Order.

California Gold Support Agreements

The directors and senior officers of the Corporation and certain other Shareholders, including, in the aggregate beneficially own, or exercise control or direction over, directly or indirectly, approximately 31.7% of the outstanding California Gold Shares, as of the close of business on May 12, 2021. On April 20, 2021, the Supporting Securityholders entered into support agreements (the “ Support Agreements ”) with Stratabound pursuant to which, among other things, they agreed to vote the securities owned legally or beneficially by them or over which they exercise control or direction, as applicable, FOR the Arrangement Resolution.

Under each of the Support Agreements, the respective Supporting Securityholders have each agreed, among other things, to:

(a) at least 10 calendar days prior to the Meeting, duly complete and cause forms of proxy in respect of all of the applicable securities held by them, and any other documents required in accordance with the Arrangement, to be validly delivered to cause the applicable securities to be voted FOR the Arrangement Resolution, and will not withdraw the forms of proxy except as expressly otherwise provided in its respective Support Agreement;
(b) not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise of the relevant Shareholder or any of its subsidiaries: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Corporation or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Third Party Transaction Proposal; (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Stratabound or the Corporation and their affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Third Party Transaction Proposal; (iii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify support for the transactions contemplated by the Arrangement; (iv) accept, approve, endorse, tender to or recommend, or publicly propose to accept, approve, endorse, tender to or recommend any Third Party Transaction Proposal; or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing;
(c) and in the event that any transaction other than the Arrangement is presented for approval of or acceptance by the securityholders of the Corporation, not, directly or indirectly, vote for, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the applicable securities.

In addition, pursuant to their respective support agreements, Romspen and R.W. Tomlinson have consented to the transaction in their capacities as secured lenders under their respective loan agreements with California Gold.

Each of the Support Agreements will automatically terminate upon completion of the Arrangement, the termination of the Arrangement Agreement in accordance with its terms, or on August 31, 2021, whichever is the earliest to occur.

Stratabound may terminate a Support Agreement if the Shareholder that is counterparty to such agreement is: (i) in default of any covenant or condition and such default may have an adverse effect on the consummation of the Arrangement (subject to a five day cure period); or (ii) any representation or warranty of such Shareholder is untrue or incorrect in any material respect (subject to a five day cure period), in each case provided at such time Stratabound is not in material default in the performance of its obligations under the Support Agreement.

Each Shareholder party to a Support Agreement may terminate the Support Agreement if: (i) Stratabound fails to perform any covenant on the part of Stratabound under the Support Agreement or the Arrangement Agreement or if any of the representations or warranties of Stratabound under the Support Agreement or the Arrangement Agreement have been at the date thereof, or subsequently become, untrue or incorrect in any material respect (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) (subject to a five day cure period); (ii) Stratabound agrees to any amendments or waivers in respect of the Arrangement Agreement that have the effect of: (a) imposing additional conditions to the completion of the Arrangement; (b) changing the amount or form of the consideration per California Gold Share payable pursuant to the Arrangement (other than to increase the total consideration per California Gold Share or to add additional consideration) or reducing the Exchange Ratio; (c) otherwise amending the terms or

conditions of the Arrangement Agreement in a manner that is materially adverse to the California Gold Securityholder.

Employment and Board Matters

All members of the Board and senior management of California Gold shall resign as of the Effective Time. Immediately after the Effective Time, the Stratabound Board shall be comprised of seven directors, consisting of: (i) five members of the current Stratabound Board; and (ii) two persons nominated by California Gold (the “ California Gold Nominees ”), and the Stratabound Board shall take all necessary steps to appoint the California Gold Nominees in accordance with the foregoing.

Interests of Directors and Officers in the Arrangement

In considering the Arrangement and the recommendation of the Board with respect to the Arrangement, Shareholders should be aware that certain directors and certain senior officers of the Corporation have interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. The Board is aware of these interests and considered them along with other matters described above under “ The Arrangement – Reasons for the Arrangement ” and below under “ Securities Law Matters – Canadian Securities Law Matters ”.

Except as otherwise disclosed below or elsewhere in this Circular, all benefits received, or to be received, by directors or executive officers of California Gold as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of California Gold. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for California Gold Shares, nor is it, or will it be, conditional on the person voting for the Arrangement.

California Gold Shares

The directors and executive officers of California Gold beneficially own, or exercise control or direction, directly or indirectly, over California Gold Shares representing in the aggregate approximately 16.4% of all issued and outstanding California Gold Shares. All of the California Gold Shares held by such directors and executive officers of California Gold will be treated in the same fashion under the Arrangement as California Gold Shares held by all other Shareholders.

See “ The Arrangement – Arrangement Mechanics ”.

California Gold Options

The directors and executive officers of California Gold own an aggregate of 1,850,000 California Gold Options granted pursuant to the California Gold Stock Option Plan (representing in the aggregate approximately 39% of all outstanding California Gold Options). The outstanding California Gold Options held by such directors and officers have exercise prices ranging from $0.50 to $0.75.

Pursuant to the terms of the Arrangement Agreement, the exercise periods for the California Gold Options are being accelerated and there is no cashless exercise mechanism for the California Gold Options.

See “ The Arrangement – Arrangement Mechanics ”.

Change of Control Benefits

Other than as disclosed in this Circular, no executive officer or director of California Gold will receive any payment as a result of the proposed Arrangement. If the Arrangement is completed, no executive officers of California Gold will be entitled to receive additional compensation as a result of the change of control of California Gold.

See as well “ Securities Law Matters – Canadian Securities Laws – MI 61-101 ”.

Ownership of California Gold Shares, California Gold Options, and California Gold Warrants

The following table sets out the names and positions of the directors and executive officers of California Gold, the number of securities of California Gold owned or over which control or direction was exercised by each such director or officer of California Gold as of the Record Date and, where known after reasonable enquiry, by their respective associates or affiliates and the consideration to be received for or in connection with such securities of California Gold pursuant to the Arrangement.

See “ The Arrangement – Arrangement Mechanics ”.

See “The Arrangement – Arrangement	Mechanics”.	Mechanics”.
	Securities of California Gold Beneficially
	Owned, Directly or Indirectly, over which
	Control or Direction is Exercised(1)
Name and Position(s) / Relationship	Number of California	Number of	Total Estimated
with	Gold Shares Held(2)	California Gold	Stratabound
		Options Held(3)	Shares to be
	(%)		Received from the
		(%)	Arrangement(5)
Larry Phillips
Interim President and Chief Executive	(0.02%)	(10.5%)	11,000
Officer
Louis Nagy Chief Financial Officer	(0%)	(7.4%)	Nil
William Tomlinson(4)
Director	(9.6%)	(10.5%)	6,250,000
Scott Rasenberg Director	(6.8%)	(10.5%)	4,426,700

Notes:

(1) Information as to securities of California Gold beneficially owned, or over which control or direction is exercised, not being within the knowledge of California Gold, has been obtained by California Gold from publicly disclosed information and/or provided by the California Gold Securityholder listed above.

(2) Based on 65,108,269 California Gold Shares outstanding as at the Record Date. (3) Based on 4,750,000 California Gold Options outstanding as at the Record Date.

(4) Only includes shares attributed to William Tomlinson and does not include SEDI figures for R.W. Tomlinson Ltd.

(5) Based on the Exchange Ratio of 1.00 Stratabound Share for each California Gold Share.

To the knowledge of the Corporation, there are no agreements, commitments or understandings to acquire securities of the Corporation or of Stratabound by any of the persons referred to above except for California Gold Shares that may be acquired upon the exercise of California Gold Options, or as otherwise disclosed herein.

Expenses of the Arrangement

Court Approval and Completion of the Arrangement

Interim Order

The Arrangement requires approval by the Court under Section 182 of the OBCA. Prior to the mailing of this Circular, the Court signed the Interim Order providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (a) the required Shareholder Approval; (b) the Dissent Rights for Registered Shareholders; (c) the notice requirements with respect to the presentation of the Final Hearing; (d) the ability of California Gold to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court; and (e) the Record Date for the Shareholders entitled to notice of and to vote at the Meeting. A copy of the Interim Order is attached as Appendix “E” to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Shareholders, the Corporation will make an application to the Court for the Final Order approving the Arrangement. The Final Hearing is expected to be heard on June 17 , 2021 at 10:00 a.m. (Toronto time) before the Court, by videoconference at Toronto, Ontario. A copy of the Notice of Application for the Final Order, including the details for joining the virtual hearing, is set forth in Appendix “F” to this Circular. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a Notice of Appearance as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement (with the consent of California Gold and Stratabound, each acting reasonably) in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a Notice of Appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

THE ARRANGEMENT AGREEMENT

The following descriptions of certain provisions of the Arrangement Agreement are not comprehensive and are qualified in their entirety by reference to the full text of the Arrangement Agreement. Please refer to the Arrangement Agreement which is incorporated by reference herein, for a full description of the terms and conditions thereof. Capitalized terms used herein but not defined have the meanings ascribed thereto in the Arrangement Agreement. The Arrangement Agreement has been filed on SEDAR at www.sedar.com under the Corporation’s profile.

Payment of Consideration

Under the terms of the Arrangement Agreement, each Shareholder will receive that number of Stratabound Shares as is determined in accordance with the Exchange Ratio. Stratabound will, following receipt by California Gold of the Final Order, deliver into escrow with the transfer agent for Stratabound an irrevocable treasury direction with respect to the Consideration Shares to be issued to the Shareholders pursuant to the Plan of Arrangement.

Representations and Warranties

The Arrangement Agreement contains certain customary representations and warranties provided between the Corporation and Stratabound. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate and complete as of any specified date because they are qualified by

certain disclosure provided by the Parties or are subject to a standard of materiality or are qualified by reference to a Material Adverse Effect. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

The representations and warranties provided by California Gold in favour of Stratabound in the Arrangement Agreement relate to, among other things: organization, standing and corporate power, directors and officers, authorized capital, listing, certain securities law matters, rights to acquire the offered securities, rights plan, transfer agent, ownership of subsidiaries, consents, approvals and conflicts, authority and authorization, validity and enforceability, public disclosure, cease trade orders, accounting controls, financial statements, auditors, audit committee, changes in financial position, insolvency, contemplated changes, taxes and tax returns, insurance, compliance with laws, licenses and permits, anti-corruption compliance, agreements and actions, mineral rights, technical disclosure, defaults, compliance with employment laws, accruals, environmental compliance, litigation, intellectual property, non-arm’s length transactions, off-balance sheet transactions, material contracts, compliance with contracts, joint ventures, minute books, the Competition Act (Canada), collateral benefits, and full disclosure.

The representations and warranties provided by Stratabound in favour of California Gold in the Arrangement Agreement relate to, among other things: organization, standing and corporate power, directors and officers, authorized capital, listing, certain securities law matters, rights to acquire the offered securities, rights plan, pre-emptive rights, transfer agent, ownership of subsidiaries, issue of consideration shares, consents, approvals and conflicts, authority and authorization, validity and enforceability, public disclosure, cease trade orders, accounting controls, financial statements, auditors, audit committee, changes in financial position, insolvency, contemplated changes, taxes and tax returns, insurance, compliance with laws, licenses and permits, anti-corruption compliance, agreements and actions, mineral rights, technical disclosure, defaults, compliance with employment laws, accruals, environmental compliance, litigation, intellectual property, non-arm’s length transactions, off-balance sheet transactions, material contracts, compliance with contracts, joint ventures, collateral benefits, full disclosure.

Covenants

Conduct of Business

The Arrangement Agreement includes a general covenant by the Corporation in favour of Stratabound that, except with the prior written consent of Stratabound it will, and will cause each of the Subsidiaries of California Gold to conduct business only in the Ordinary Course and in accordance with Laws during the Pre-Effective Date Period.

California Gold shall use its commercially reasonable efforts to, at California Gold's expense, during the Pre-Effective Date Period:

(a) retain the present employees;
(b) maintain in force its current policies of insurance and pay all premiums in respect of such insurance policies that become due after the date hereof; and
(c) maintain and preserve the assets of California Gold and the California Gold Subsidiaries to keep such assets in substantially the same state or condition as at the date hereof, reasonable wear and tear excepted; provided that, California Gold will not be required to make any expenditures outside of the Ordinary Course or that would result in California Gold being in violation of the Arrangement Agreement.

The Corporation has particularly covenanted and agreed that, during the Pre-Effective Date Period, neither California Gold nor any of the California Gold Subsidiaries will, unless otherwise contemplated herein, required by applicable Law or at the request of the CSE:

(a) (A) amend its articles or by-laws (or equivalent documents in foreign jurisdictions); (B) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares, property or otherwise) in respect of its outstanding share capital (including the California Gold Shares); (C) issue or agree to issue any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, share capital, except pursuant to any existing securities issued under existing stock option plans and share incentive plans or pursuant to any existing outstanding convertible securities, including the California Gold Option Plan and California Gold Warrants; (D) redeem, purchase or otherwise acquire any of its outstanding share capital (including the California Gold Shares) or other securities; (E) split, combine or reclassify any of its share capital (including the California Gold Shares) or reduce the stated capital; (F) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation, arrangement or reorganization; or (G) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(b) except with the written consent of Stratabound, such consent not to be unreasonably withheld, directly or indirectly: (A) sell, pledge, dispose of or encumber (including creating any Lien on) any assets having an individual value in excess of $20,000; (B) expend or commit to expend more than $20,000 in the aggregate in respect of any capital expenditures; (C) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer; (D) acquire any assets with an acquisition cost in excess of $20,000 in the aggregate; (E) incur any indebtedness for borrowed money in excess of existing credit facilities or in respect of intercompany debt (existing or to be incurred), or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or entity, or make any loans or advances, other than in the Ordinary Course or in respect of the transaction contemplated hereby; (F) authorize, recommend or propose any release or relinquishment of any material contract; (G) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material contract; (H) enter into or terminate any hedges, swaps or other financial instruments or like transactions; or (I) authorize any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(c) make any payments or provide any additional benefits or entitlements to any director, officer, employee or consultant of California Gold, or to any other non-arm's length person (collectively, the “ California Gold Related Persons ”), other than the payment of salaries, directors fees, expense reimbursements or consulting fees or severance to the California Gold Related Persons for services provided in the Ordinary Course; and
(d) grant any California Gold Related Person an increase in compensation in any form, grant any general salary increase, take any action with respect to the amendment or grant of any severance or termination pay policies or arrangements for any California Gold Related Person, except as otherwise contemplated hereby.

Stratabound has covenanted and agreed that, during the Pre-Effective Date Period, neither Stratabound nor any of the Stratabound Subsidiaries will, unless otherwise contemplated herein or required by applicable Law:

(a) amend its memorandum and articles of association;
(b) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares, property or otherwise) in respect of its outstanding share capital (including the Stratabound Shares);
(c) issue or agree to issue for cash proceeds, any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, share capital, other

than (A) the issue of non-convertible debt securities; (B) upon the exercise of convertible securities, options or warrants of Stratabound outstanding as of the date hereof; or (C) pursuant to Stratabound’s stock option plan and other equity-based compensation arrangements;

(d) redeem, purchase or otherwise acquire any of its outstanding share capital (including the Stratabound Shares) or other securities;
(e) split, combine or reclassify any of its share capital (including the Stratabound Shares) or reduce the stated capital; or
(f) adopt a plan of liquidation or resolutions providing for its liquidation or dissolution.

Regulatory Approvals

Stratabound has applied to list Stratabound Shares issuable or to be made issuable pursuant to the Arrangement (including all Stratabound Shares issuable upon the exercise or conversion of the California Gold Options and California Gold Warrants) on the TSXV, and will use its commercially reasonable efforts to obtain and maintain in force the listing of such Stratabound Shares on the TSXV.

Stratabound and California Gold have agreed to cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communications from any Governmental Entity in respect of the Arrangement or the Arrangement Agreement and shall not make any submission or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquires related to the Arrangement or the Arrangement Agreement unless it consults with the other Party in advance and to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings or attend and participate in any communication or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.

Insurance and Indemnification

The Arrangement Agreement provides that, prior to the Effective Date, California Gold shall obtain and pay the full premiums for the extension of the Corporation’s policies of directors and officers liability insurance for a claims reporting or run-off and extended reporting period of at least six years from and after the Effective Date, provided that any such run-off “tail” policies obtained are consistent with policies obtained in similar circumstances for other companies comparable to the Corporation (in terms of market value) in its relevant industry.

Stratabound shall and shall cause the Corporation (and any successors) to honour all rights to indemnification and exculpation now existing in favour of present and former directors, officers and employees of the Corporation and Stratabound shall cause the Corporation to ensure that the articles and by-laws of the Corporation (or any successor thereto) contain substantially the same provisions with respect to indemnification set forth in the articles and by-laws of the Corporation in effect immediately prior to the Effective Date, which provisions shall not, except to the extent required by Law, be materially amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner, that would materially and adversely affect the rights thereunder of individuals who at any time on or before the Effective Date, were directors, officers or employees of the Corporation.

Conditions for Completion of the Arrangement

Conditions in favour of Stratabound

The closing of the Arrangement is subject to the following terms and conditions for the exclusive benefit of Stratabound, to be fulfilled or performed at or prior to the Effective Time:

(a) Shareholder Approval. California Gold shall have obtained the Shareholder Approval;
(b) Interim and Final Order . The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement and have not been set aside or modified in a manner unacceptable to Stratabound, acting reasonably;
(c) Illegality . No Law is in effect or threatened that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins California Gold or Stratabound from consummating the Arrangement;
(d) Agreement . The Arrangement Agreement shall not have been terminated in accordance with its terms;
(e) Articles of Arrangement . The Articles of Arrangement to be filed with the Director under the OBCA in accordance with the Arrangement shall be in a form and content satisfactory to Stratabound, acting reasonably;
(f) Representations and Warranties. The representations and warranties of California Gold which are qualified by references to materiality or by the expression "Material Adverse Effect" were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time, in all respects, and all other representations and warranties of California Gold were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and California Gold has delivered a certificate confirming same to Stratabound, executed by a senior officer of California Gold;
(g) Covenants . All of the terms, covenants and conditions of the Arrangement Agreement to be complied with or performed by California Gold at or before the Effective Time shall have been complied with or performed in all material respects, and California Gold has delivered a certificate confirming same to Stratabound, executed by a senior officer of California Gold;
(h) No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any person which would, in the opinion of Stratabound, acting reasonably, enjoin, restrict or prohibit the completion of the Arrangement;
(i) Dissent Rights . Dissent Rights shall have not been exercised with respect to more than 10% of the issued and outstanding California Gold Shares;
(j) Material Adverse Effect. No Material Adverse Effect shall have occurred or exist with respect California Gold and Stratabound shall have received a certificate confirming same, executed by a senior officer of California Gold;
(k) Material Consents, Waivers and Notices. California Gold shall have obtained all material consents and waivers to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries, each in a form satisfactory to Stratabound, acting reasonably, and shall have provided all notices to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries;

(l) No Order . No order having the effect of suspending the issuance or ceasing the trading of any of Stratabound Shares shall have been issued or made by any Governmental Entity, securities regulatory authority or stock exchange;
(m) Regulatory Approval. Stratabound shall have obtained all Regulatory Approvals necessary to permit the issuance of the Consideration Shares, including without limitation the TSXV Conditional Approval; and
(n) U.S. Matters. All necessary actions (including the obtaining of the Final Order which will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act regarding the distribution of the Consideration Shares and Stratabound Replacement Warrants) shall have been taken with respect to the Arrangement so that the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, in each case to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act and similar exemptions under all applicable state securities laws.

Conditions in favour of the Corporation

The closing of the Arrangement is subject to the following terms and conditions for the exclusive benefit of the Corporation, to be fulfilled or performed at or prior to the Effective Time:

(a) Shareholder Approval. California Gold shall have obtained the Shareholder Approval;
(b) Interim and Final Order . The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement and have not been set aside or modified in a manner unacceptable to California Gold, acting reasonably;
(c) Illegality . No Law is in effect or threatened that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins California Gold or Stratabound from consummating the Arrangement;
(d) Agreement This Arrangement Agreement shall not have been terminated in accordance with its terms;
(e) Representations and Warranties . The representations and warranties of Stratabound which are qualified by references to materiality or by the expression "Material Adverse Effect" were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time, in all respects, and all other representations and warranties of Stratabound were true and correct as of the date of the Arrangement Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and Stratabound has delivered a certificate confirming same to Stratabound, executed by a senior officer of Stratabound;
(f) Covenants . All of the terms, covenants and conditions of the Arrangement Agreement to be complied with or performed by Stratabound at or before the Effective Time shall have been complied with or performed in all material respects, and Stratabound has delivered a certificate confirming same to California Gold, executed by a senior officer of Stratabound;
(g) No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any person which would, in the opinion of California Gold, acting reasonably, enjoin, restrict or prohibit the completion of the Arrangement;

(h) Material Consents, Waivers and Notices. California Gold shall have obtained all material consents and waivers to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries, each in a form satisfactory to California Gold, acting reasonably, and shall have provided all notices to complete the Arrangement required pursuant to its Material Contracts and the Material Contracts of the Stratabound Subsidiaries;
(i) No Order . No order having the effect of suspending the issuance or ceasing the trading of any of California Gold Shares or Stratabound Shares shall have been issued or made by any Governmental Entity, securities regulatory authority or stock exchange;
(j) Outstanding Payments. All severance payments to be determined in California Gold’s sole discretion, shall have been satisfied;
(k) Material Adverse Effect . No Material Adverse Effect shall have occurred or exist with respect Stratabound and California Gold shall have received a certificate confirming same, executed by a senior officer of Stratabound; and
(l) Regulatory Approval California Gold and Stratabound shall have obtained all Regulatory Approvals necessary to permit the completion of the Arrangement, including the TSXV Conditional Approval.

Notice and Cure

The Arrangement Agreement provides that each Party will provide the other Party with notice of certain actual or potential breaches of the Arrangement Agreement at any time during the Pre-Effective Date Period. If any such notice is delivered by a Party and the other Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate the Arrangement Agreement until the expiration of a period of 10 Business Days from delivery of such notice, and then only if such matter has not been cured by such date.

California Gold Covenant Regarding Non-Solicitation

California Gold has agreed that, except as expressly provided in certain covenants in the Arrangement Agreement respecting non-solicitation and notice of a California Gold Superior Proposal determination, California Gold shall not, directly or indirectly, through any Representative of California Gold or of any of the California Gold Subsidiaries, or otherwise, and shall not permit any such person to:

(a) solicit, initiate, encourage or otherwise facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of California Gold or any California Gold Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than Stratabound) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided however that California Gold may communicate and participate in discussions with a person for the purpose of (A) clarifying the terms of any reasonably unclear proposal; and (B) advising such third party that an Acquisition Proposal does not constitute a Superior Proposal when the Board has so determined;
(c) make a California Gold Change in Recommendation;
(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it

being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of Section 6.1(a)(iv) of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five Business Day period); or

(e) enter into or publicly propose to enter into any agreement in respect of an Acquisition Proposal.

California Gold shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of the Arrangement Agreement with any person (other than Stratabound) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall, at the written request of Stratabound:

(a) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of California Gold or any California Gold Subsidiary; and
(b) request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding California Gold or any California Gold Subsidiary provided to any person other than Stratabound, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding California Gold or any California Gold Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Notification of Acquisition Proposal

If California Gold or any of the California Gold Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to California Gold, including information, access, or disclosure relating to the properties, facilities, books or records of California Gold, California Gold shall promptly notify Stratabound, at first orally (and, in any event, within 12 hours) and then in writing (and, in any event, within 24 hours), of:

(a) such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall further provide Stratabound with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such person; and
(b) the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding certain prohibitions in the Arrangement Agreement, if at any time, prior to obtaining the approval by the Shareholders of the Arrangement Resolution, California Gold receives a bona fide written Acquisition Proposal from a person, California Gold may (i) provide the person making such Acquisition Proposal with access to material non-public information regarding California Gold; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal;
(b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with California Gold;
(c) California Gold has complied in all material respects with its obligations under Article 6 of the Arrangement Agreement; and
(d) prior to providing such access or disclosure to such person, California Gold enters into a confidentiality and standstill agreement with such person (unless such person is already a party to a confidentiality and standstill agreement with California Gold) having terms not more favorable in any material respect to such person than the equivalent terms of the Confidentiality Agreement.

Notice of California Gold Superior Proposal Determination and Right to Match

If California Gold receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by Shareholders, California Gold may, subject to compliance with Article 7 of the Arrangement Agreement, enter into a definitive agreement with respect to such Acquisition Proposal if and only if:

(a) the person making the Superior Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with California Gold;
(b) California Gold has been, and is, in compliance with its obligations under Article 6 of the Arrangement Agreement;
(c) California Gold has delivered to Stratabound a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of California Gold to enter into a definitive agreement in respect of the Superior Proposal (the “ California Gold Superior Proposal Notice ”);
(d) California Gold has provided Stratabound a copy of the proposed agreement for the Superior Proposal;
(e) at least five Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which Stratabound received California Gold Superior Proposal Notice and a copy of the proposed agreement for the Superior Proposal from California Gold;
(f) during the Matching Period, Stratabound has had the opportunity (but not the obligation), in accordance with Section 6.4(b) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(g) if Stratabound has offered to amend the Arrangement Agreement and the Arrangement under Section 6.4(b) of the Arrangement Agreement, the Board has determined in good faith, after consultation with California Gold's outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by Stratabound under Section 6.4(b) of the Arrangement Agreement; and
(h) prior to entering into such definitive agreement California Gold terminates the Arrangement Agreement pursuant to Section 7.2(c)(ii) of the Arrangement Agreement and pays the Termination Fee contemplated by Section 7.4 of the Arrangement Agreement.

During the Matching Period, or such longer period as California Gold may approve in writing for such purpose: (a) the Board shall review any offer made by Stratabound under Section 6.4(a)(vi) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal for California Gold previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) California Gold shall negotiate in good faith with Stratabound to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable Stratabound to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, California Gold shall promptly so advise Stratabound and California Gold and Stratabound shall amend the Arrangement Agreement to reflect such offer made by Stratabound, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of Section 6.4 of the Arrangement Agreement, and Stratabound shall be afforded a new five Business Day Matching Period from the later of the date on which Stratabound received the California Gold Superior Proposal Notice and a copy of the proposed agreement for the new Superior Proposal from California Gold.

The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal for California Gold which is not determined to be a Superior Proposal is publicly announced or Board determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under Section 6.4(b) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. California Gold shall provide Stratabound and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by California Gold, acting reasonably.

If California Gold provides a California Gold Superior Proposal Notice to Stratabound after the date that is less than five Business Days before the Meeting, then California Gold may, or at Stratabound’s request will, postpone or adjourn the Meeting to a date acceptable to Stratabound, acting reasonably, which shall be not less than five Business Days and not more than 10 Business Days after the scheduled date of the Meeting; provided, however, that the Meeting shall not be adjourned or postponed to a date later than seven Business Days prior to the Outside Date and provided further that, in the event that the Parties amend the terms of the Arrangement Agreement pursuant to Section 6.4(b) of the Arrangement Agreement, ensure that the details of such amended Agreement are communicated to the Shareholders prior to the resumption of the adjourned or postponed Meeting.

The right to match provisions do not limit in any way the obligation of the Corporation to convene and hold the Meeting while the Arrangement Agreement remains in force and does not permit the Corporation to put the Superior Proposal to a vote of Shareholders at the Meeting. Any necessary shareholder vote in respect of a Superior Proposal requires the Corporation to duly call and convene a separate meeting of Shareholders. Subject to its obligations under Section 7.4(a) of the Arrangement Agreement, nothing in the Arrangement Agreement shall prevent the Board from:

(a) responding only to the extent required by Applicable Securities Laws to an Acquisition Proposal, or from making a California Gold Change in Recommendation as a result of a Material Adverse Effect with respect to Stratabound;
(b) making any disclosure to the California Gold Securityholder if the Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under applicable Laws; or
(c) calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the OBCA or taking any other action with respect to an Acquisition Proposal for California

Gold to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Laws.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties;
(b) either California Gold or Stratabound if:
(i) Shareholder Approval is not obtained at the Meeting, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(b)(i) of the Arrangement Agreement if the failure to secure the Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;
(ii) after the date of the Arrangement Agreement, any Governmental Entity shall have issued an order, decree or ruling or any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins California Gold or Stratabound from consummating the Arrangement, and such order, decree, ruling or Law has, if applicable, become final and non-appealable; or
(iii) the Effective Date does not occur on or prior to August 31, 2021 (the “ Outside Date ”), provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(b)(iii) if the failure of the Effective Date to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;
(c) California Gold if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Stratabound under the Arrangement Agreement occurs that would cause any condition in Section 5.1(b)(v) or 5.1(b)(vi) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.2 of the Arrangement Agreement on or prior to the Outside Date, provided that California Gold is not then in breach of the Arrangement Agreement so as to cause any condition in Section 5.1(a)(vi) or 5.1(a)(vii) of the Arrangement Agreement not to be satisfied; or
(ii) prior to receipt of the Shareholder Approval, the Board authorizes California Gold to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 6.3(d) of the Arrangement Agreement) with respect to a Superior Proposal relating to California Gold, provided California Gold is then in compliance with Article 6 of the Arrangement Agreement and that prior to or concurrent with such termination California Gold pays the Termination Fee in accordance with Section 7.4 of the Arrangement Agreement; or
(iii) the conditions in Article 5 of the Arrangement Agreement have been satisfied or waived by the applicable Party or Parties (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, in which case, there is no state of facts or circumstances then existing that would cause such conditions not to be satisfied) and Stratabound has failed to comply with its obligations hereunder to issue the Consideration Shares;

(d) Stratabound if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of California Gold under the Arrangement Agreement occurs that would cause any condition in Section 5.1(a)(vi) or 5.1(a)(vii) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured in accordance with the terms of Section 5.2 of the Arrangement Agreement on or prior to the Outside Date, provided that Stratabound is not then in breach of the Arrangement Agreement so as to cause any condition in Section 5.1(b)(v) or 5.1(b)(vi) of the Arrangement Agreement not to be satisfied; or
(ii) (A) the Board fails to make the Board Recommendation or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to withdraw, amend, modify or qualify, the Board Recommendation; (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position with respect to an Acquisition Proposal relating to California Gold for more than five Business Days after first learning of such Acquisition Proposal; (C) the Board or any committee of the Board accepts, approves, endorses, recommends or executes or enters into or authorizes the entering into by California Gold, or publicly proposes to accept, approve, endorse, recommend or execute or enter into or authorizes the entering into by California Gold of any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal; (D) the Board or any committee of the Board fails to publicly reaffirm (without qualification) within 10 Business Days after having been requested in writing by Stratabound to do so, the Board Recommendation; or (E) California Gold breaches Article 6 of the Arrangement Agreement in any material respect (in each case, a “ California Gold Change in Recommendation ”).

The Party desiring to terminate the Arrangement Agreement pursuant to Section 7.2 of the Arrangement Agreement (other than Section 7.2(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Termination Fee and Payment

“ Termination Fee ” means $400,000 and “ Termination Fee Event ” means the termination of the Arrangement Agreement.

The Termination Fee is payable by the Corporation to Stratabound in the event that:

(a) Stratabound terminates the Arrangement Agreement following a California Gold Change in Recommendation, but not including a termination in circumstances where the California Gold Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to Stratabound;
(b) the Corporation terminates the Arrangement Agreement prior to receipt of the Shareholder Approval; and the Board authorizes the Corporation to enter into a written agreement with respect to a Superior Proposal; or
(c) the Corporation or Stratabound terminates the Arrangement Agreement prior to the Meeting, following a bona fide Acquisition Proposal being made or publicly announced by any person (other than Stratabound) and within six months following the date of such termination such Acquisition Proposal is consummated by the Corporation or one of the California Gold Subsidiaries.

No Termination Fee is payable by any Party in the event that:

(a) the Corporation and Stratabound mutually agree to terminate the Arrangement Agreement;
(b) the Corporation or Stratabound terminates the Arrangement Agreement if: (A) Shareholder Approval is not obtained at the Meeting; (B) after the date of the Arrangement Agreement, any Governmental Entity shall have issued an order, decree or ruling or any Law is enacted that makes the consummation of the Arrangement illegal; or (C) the Effective Date does not occur on or prior to August 31, 2021;
(c) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Stratabound under the Arrangement Agreement occurs that would cause certain conditions in favour of the Corporation not to be satisfied; or
(d) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under the Arrangement Agreement occurs that would cause certain conditions in favour of Stratabound not to be satisfied.

The Purchaser Fee is payable by Stratabound to the Corporation in the event that Stratabound fails to issue the Consideration Shares.

Amendment of the Arrangement Agreement

Subject to the provisions of the Interim Order and Final Order, the Plan of Arrangement and applicable Laws, the Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time prior to the Effective Time, be amended only by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and
(d) waive compliance with or modify any mutual conditions precedent herein contained.

SECURITIES LAW MATTERS

The following is a brief summary of the Canadian and United States securities law considerations applying to the transactions contemplated herein not discussed elsewhere in this Circular.

Canadian Securities Law Matters

Each Shareholder is urged to consult with their professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Stratabound Shares.

Status under Canadian Securities Laws

California Gold is a reporting issuer in British Columbia, Alberta and Ontario. The California Gold Shares currently trade on the CSE. After the Arrangement, California Gold will be a wholly-owned subsidiary of Stratabound, the California Gold Shares will be delisted from the CSE (delisting is anticipated to be effective two or three Business Days following the Effective Date) and Stratabound expects to apply to the applicable Canadian securities regulators to have California Gold cease to be a reporting issuer.

Distribution and Resale of Stratabound Shares under Canadian Securities Laws

The distribution of the Stratabound Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Laws. The Stratabound Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a “control distribution” as defined National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the Stratabound Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling security holder is an insider or officer of Stratabound, the selling security holder has no reasonable grounds to believe that Stratabound is in default of applicable Canadian Securities Laws.

MI 61-101

The Corporation is a reporting issuer (or its equivalent) in Ontario, British Columbia, Alberta and, accordingly, is subject to MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among security holders, generally requiring enhanced disclosure, approval by a majority of security holders excluding interested parties and/or, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of security holders without their consent.

Under the Arrangement, California Gold Shares will be exchanged for Stratabound Shares. The Arrangement may therefore be considered a “business combination” in respect of California Gold pursuant to MI 61-101 since the interest of a holder of California Gold Shares may be terminated without the holder’s consent. If the Arrangement is a “business combination”, MI 61-101 would require that, in addition to the approval of the Arrangement Resolution by at least two-thirds of the votes cast by the Shareholders present at the Meeting, the Arrangement would also require the approval of a simple majority of the votes cast by Shareholders, excluding votes cast in respect of California Gold Shares held by “related parties” of California Gold who, among other things, (a) would, as a consequence of the transaction, directly or indirectly acquire the issuer, or (b) are entitled to receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Arrangement.

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a related party of the Corporation (which includes the directors and Senior Officers of the Corporation) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of the Corporation. However, such a benefit will not constitute a “collateral benefit” provided that certain conditions are satisfied.

If a “related party” receives a “collateral benefit” in connection with the Arrangement, the Arrangement Resolution will also require “minority approval” in accordance with MI 61-101. If “minority approval” is required, the Arrangement Resolution must also be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the “related parties” of the Corporation who receive a “collateral benefit” in connection with the Arrangement.

R.W. Tomlinson and William Tomlinson individually may be considered to be acting jointly or in concert depending on the circumstances. R.W. Tomlinson and William Tomlinson act as a group with respect to holdings of California Gold. As of May 12, 2021, R.W. Tomlinson owns and controls 9,944,637 California Gold Shares, representing approximately 15.3% of the total issued and outstanding share capital of California Gold. As of May 12, 2021, William Tomlinson owns and controls 6,250,000 California Gold Shares, representing approximately 9.6% of the total issued and outstanding share capital of California Gold. R.W. Tomlinson and William Tomlinson together own and control an aggregate of 16,194,637 California Gold Shares, representing an aggregate 24.9% of the total issued and outstanding share capital of California Gold.

On November 6, 2020 R.W. Tomlinson provided a subordinated secured loan to California Gold for a principal amount of $1,000,000, $700,000 of which has been advanced, at a 14% interest rate per annum which is payable by August 31, 2021. In connection with the subordinated secured loan, R.W. Tomlinson received 300,000 purchase warrants to acquire common shares in the capital of California Gold at an exercise price of $0.15.

As R.W. Tomlinson is an insider of the Corporation, the subordinated secured loan and related warrants were a “related party transaction” under MI 61-101, which required the Corporation to obtain minority approval for and a valuation of the related party transaction unless an exemption from such requirements applied. The Corporation relied on the exemptions in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that the securities of the Corporation are listed on the CSE and that the fair market value of the related party transaction was less than 25% of the Corporation’s market capitalization.

Under MI 61-101, a benefit received by a related party of the Corporation is not considered to be a “collateral benefit” if the benefit is received solely in connection with the related party’s services as an employee, director or consultant of the Corporation or an affiliated entity and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (iii) full particulars of the benefit are disclosed in disclosure document for the transaction, and (iv) either (A) at the time the Arrangement was agreed to, the related party and its associated entities beneficially owned or exercised control or direction over less than 1% of the outstanding California Gold Shares, or (B) (x) the related party discloses to an independent committee of the Corporation the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for the California Shares beneficially owned by the related party, (y) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in (B) (x), and (z) the independent committee’s determination is disclosed in this Circular.

U.S. Securities Laws

The following discussion is only a general overview of certain requirements of U.S. Securities Laws that may be applicable to Shareholders and holders of California Gold Options and California Gold Warrants. All holders of such securities are urged to obtain legal advice to ensure that the resale of such securities complies with applicable U.S. Securities Laws and to determine the U.S. conditions and restrictions applicable to trading in Stratabound Shares issuable pursuant to the Arrangement.

Exemption from U.S. Registration

The Stratabound Shares issuable under the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions under the securities laws of the respective U.S. states in which California Gold Securityholders reside. The Section 3(a)(10) Exemption exempts from registration a security that is issued in exchange for outstanding securities and other property where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear (and receive timely and adequate notice thereof), by a court or by a governmental authority expressly authorized by law to grant such approval. Such court or governmental entity must be advised before the hearing that the issuer will rely on the Section 3(a)(10) Exemption based on the court’s or governmental entity’s approval of the transaction.

The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court signed the Interim Order on May 17, 2021 and, subject to the approval of the Arrangement by the Shareholders, a hearing for a Final Order approving the Arrangement is currently expected to take place on or about June 17, 2021 before the Court, by videoconference at Toronto, Ontario. All Shareholders, holders of California Gold Options and holders of California Gold

Warrants are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Final Order of the Court will, if granted, constitute the basis for the Section 3(a)(10) Exemption with respect to the securities to be issued under the Arrangement.

Shareholders and holders of California Gold Options are advised that the Section 3(a)(10) Exemption will not be available for Stratabound Shares that are issuable upon exercise of the California Gold Warrants. Therefore, Stratabound Shares issuable upon the exercise of the California Gold Warrants will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and may be issued only pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws or following registration under such laws. California Gold understands that Stratabound has no present intention to file a registration statement relating to the issuance of Stratabound Shares issuable upon the resale of Stratabound Shares issuable upon exercise of the California Gold Warrants and no assurance can be made that Stratabound will file or have taken effective steps to file, such registration statements in the future.

Stratabound Shares to be issued under the Arrangement will be freely transferable under United States federal securities laws, except that the U.S. Securities Act imposes restrictions on the resale of Stratabound Shares received pursuant to the Arrangement by persons who are, become after consummation of the Arrangement or within 90 days of the Effective Time have been, “affiliates” of Stratabound.

As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such issuer and may include certain officers and directors of such issuer as well as principal shareholders of such issuer. “Control” means the possession, direct or indirect, of the power to direct or cause direction of the management and policies of an issuer, whether through the ownership of voting securities, by contract or otherwise.

An “affiliate” of Stratabound is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Stratabound and may include certain executive officers and directors of Stratabound, as well as principal shareholders of Stratabound, directors or executive officers of California Gold who become directors or executive officers of Stratabound after the Arrangement, and any person deemed to be an affiliate of Stratabound within 90 days before the closing of the Arrangement.

Any Shareholder who, after consummation of the Arrangement is an “affiliate” (as defined in Rule 144 under the U.S. Securities Act) of Stratabound or was, at any time during the 90 days immediately before the resale of any Stratabound Shares received under the Arrangement, an “affiliate” of Stratabound, may not resell such securities, unless such shares are registered under the U.S. Securities Act or an exemption from registration, such as the exemptions contained in Rule 144 and Rule 904 of Regulation S under the U.S. Securities Act, is available. This Circular does not cover resales of any Stratabound Shares received by any person upon completion of the Arrangement, and no person is authorized to make any use of this Circular in connection with any resale.

Affiliates – Regulation S

In general, pursuant to Rule 904 of Regulation S under the U.S. Securities Act, persons who are affiliates of Stratabound solely by virtue of their status as an officer or director of such company may sell Stratabound Shares outside the United States in an “offshore transaction” (which would include a sale through the TSXV, if applicable) if neither the seller nor any person acting on its behalf engages in “directed selling efforts” in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker’s commission. For purposes of Regulation S, “directed selling efforts” means, “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered” in the sale transaction. Pursuant to Rule 903 of Regulation S, certain additional restrictions are applicable to a holder of Stratabound Shares who is an affiliate of Stratabound after the Arrangement other than solely by virtue of his or her status as an officer or director of Stratabound.

Affiliates – Rule 144

In general, under Rule 144, persons that are affiliates of Stratabound after consummation of the Arrangement or were affiliates of Stratabound within the 90 days immediately before the resale of securities received under the Arrangement will be entitled to sell such securities that they receive under the Arrangement in the United States, provided that the number of Stratabound Shares sold, together with all other shares of the same class sold for their account during any three-month period, does not exceed the greater of 1% of the then outstanding securities of such class or, if such shares are listed on a U.S. securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such shares during the four calendar week period preceding the date of sale, subject to aggregation rules, specified restrictions on manner of sale, reporting requirements, and the availability of current public information about the relevant issuer. Persons that are affiliates of Stratabound after the Arrangement will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of Stratabound, and for 90 days thereafter.

REGULATORY MATTERS

Stock Exchange Matters

The Stratabound Shares are listed and posted for trading on the TSXV and on the OTCQB in the U.S. It is a condition of the Arrangement that the TSXV shall have conditionally approved for listing the Stratabound Shares to be issued or made issuable in connection with the Arrangement. Further, Stratabound will use its commercially reasonable efforts to list the Stratabound Replacement Warrants on the TSXV, subject to standard listing requirements. It is also a condition to the completion of the Arrangement that the TSXV approve the transactions contemplated thereby.

DISSENTING CALIFORNIA GOLD SHAREHOLDERS’ RIGHTS

Shareholders who wish to dissent should take note that the procedures for dissenting to the Arrangement Resolution require strict compliance with the applicable dissent procedures.

Dissent Rights to the Arrangement Resolution for Shareholders

Registered Shareholders who wish to dissent should take note that strict compliance with the Dissent Procedures is required.

Registered Shareholders as of the close of business on the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement (the “ Dissent Rights ”). The following description of the Dissenting Shareholders is not a comprehensive statement of the Dissent Rights, appraisal rights or the Dissent Procedures and is qualified in its entirety by the reference to in Section 185 of the OBCA which is attached to this Circular as Appendix “G”, as modified by the Plan of Arrangement and the Interim Order. The statutory provisions dealing with the right of dissent are technical and complex. A Dissenting Shareholder who intends to exercise the Dissent Rights should carefully consider and comply with the provisions of Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order and seek legal advice. Failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder. It is a condition to completion of the Arrangement in favour of Stratabound that Dissent Rights shall not have been exercised in respect of more than 10% of the issued and outstanding California Gold Shares.

Any Registered Shareholder as of the Record Date who validly exercises Dissent Rights (a “ Dissenting Shareholder ”) may be entitled, in the event the Arrangement becomes effective, to be paid by Stratabound fair value of the California Gold Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Section 185 of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was

adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such California Gold Shares. Shareholders are cautioned that fair value could be determined to be less than the fair value of the Consideration pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the California Gold Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a Registered Shareholder may exercise Dissent Rights only in respect of California Gold Shares that are registered in that Registered Shareholder’s name.

In many cases, California Gold Shares beneficially owned by a Beneficial Shareholder are registered either: (a) in the name of an Intermediary; or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise its Dissent Rights directly. A Beneficial Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its California Gold Shares and instruct the Intermediary to exercise Dissent Rights on the Beneficial Shareholder’s behalf (which, if the California Gold Shares are registered in the name of CDS or other clearing agency, may require that such California Gold Shares first be re-registered in the name of the Intermediary).

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to its California Gold Shares. A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Shareholder need not vote its California Gold Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote FOR the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such California Gold Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit his, her or its Dissent Rights.

Within 10 days after the Shareholders adopt the Arrangement Resolution, the Corporation is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to the Corporation a written notice containing his or her name and address, the number California Gold Shares in respect of which he or she dissents (the “ Dissenting Shares ”), and a demand for payment of the fair value of such California Gold Shares (the “ Demand for Payment ”). Within 30 days after sending a Demand for Payment, a Dissenting Shareholder must send to the Corporation certificates representing the California Gold Shares in respect of which he or she dissents. The Corporation will, or will cause its Transfer Agent to, endorse on the applicable share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such share certificates to a Dissenting Shareholder.

Failure to comply with the requirements set forth in subsections 185(6), (10) and (11) of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (a) a Dissenting Shareholder withdraws its Dissent Notice before Stratabound makes an offer to pay (an “ Offer to Pay ”); or (b) Stratabound fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment, in which case a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall Stratabound, the Corporation or any other Person be required to recognize holders of California Gold Shares who exercise Dissent Rights as holders of California Gold Shares after the time that is immediately prior to the Effective Time, and the names of such holders of California Gold Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of California Gold Shares at the Effective Time and the Corporation shall be recorded as the registered holder of the California Gold Shares so transferred and such California Gold Shares will be cancelled.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any Shareholder who is not a Dissenting Shareholder and shall be entitled to receive only the consideration that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

The Corporation is required, not later than seven days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the California Gold Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Corporation must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Corporation does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Corporation fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Corporation may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Corporation fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Corporation makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Corporation will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear

and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any Person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Corporation in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

There can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

The foregoing is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Shareholders are urged to review a complete copy of Section 185 of the OBCA, attached as Appendix “G” to this Circular, and those Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss or unavailability of their Dissent Rights.

RISK FACTORS RELATING TO THE ARRANGEMENT

Shareholders should carefully consider the following risk factors relating to the Arrangement before deciding to vote or instruct their vote to be cast to approve the matters relating to the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Shareholders should also carefully consider the risk factors applicable to the Corporation set out in Appendix “K” to this Circular and the 2021 MD&A under the heading “ Risks and Uncertainties”, which are incorporated by reference into this Circular. The California Gold Annual MD&A has been filed under the Corporation’s profile on SEDAR at www.sedar.com.

The risk factors relating to the Arrangement are set out below and in the other Stratabound documents available under Stratabound’s profile on SEDAR at www.sedar.com.

Additional risks and uncertainties, including those currently unknown or considered immaterial by Stratabound, may also adversely affect the business of the Corporation following completion of the Arrangement. All of the risk factors described below and in the California Gold Annual MD&A should be considered by Shareholders in conjunction with the other information included in this Circular, including the appendices hereto.

Termination

The Arrangement Agreement may be terminated by Stratabound or California Gold in certain circumstances and, in certain cases of termination, California Gold would be required to pay Stratabound the California Gold Termination Payment of $400,000, each as further described in the Arrangement Agreement.

Going Concern

If the Arrangement is not completed, the ability of the Corporation to continue as a going concern is dependent upon the Corporation’s ability to conduct financings to continue its operations. The Corporation incurred a net loss of $560,167 in the three months ended February 28, 2021 (unaudited) and $6,687,696 for the fiscal year ended August 31, 2020 (audited).

To date, the Corporation has funded operations through equity and debt financings. The ability of the Corporation to continue as a going concern is dependent on its continued ability to raise sufficient funds for its operations. While the Corporation completed successful financings in 2019 and 2020, there can be

no assurance that the Corporation will be able to do so in the future. The Corporation continues to experience negative operating cash flow. If the Arrangement is not completed, absent any significant increase of revenue, the Corporation anticipates continuing to experience negative cash flow until it is in a position to commence and achieve commercial operations.

Closing Conditions

The completion of the Arrangement is subject to several conditions, including Shareholder, Court and certain regulatory approvals, as well as other conditions, all as further set forth in the Arrangement Agreement. There is no certainty that all conditions will be satisfied or waived.

Potential Irreparable Impact

If the Arrangement is not completed, a considerable amount of costs will have been incurred, time and effort of California Gold and its management team will have been diverted away from other important aspects of California Gold’s business activities, and there could be negative and irreparable impacts on California Gold’s business relationships (including with current and prospective employees, customers, suppliers, partners and regulators, among others).

Anticipated Benefits May Not Occur

The combined company may fail to realize growth opportunities and synergies currently anticipated due to, among other things, challenges associated with integrating the operations and personnel of California Gold and Stratabound and the ability to attract capital.

Exchange Ratio

Shareholders will receive a fixed number of Stratabound Shares under the Arrangement, rather than Stratabound Shares with a fixed market value. Because the number of Stratabound Shares to be received in respect of each California Gold Share under the Arrangement will not be adjusted to reflect any change in the market value of the Stratabound Shares, the market value of Stratabound Shares received under the Arrangement may vary significantly from the market value at the date of announcement that the Arrangement Agreement was executed. If the market price of the Stratabound Shares increases or decreases, the value of the Consideration that Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the Stratabound Shares at the closing of the Arrangement will not be lower than the market price of such shares on the date of announcement of the Arrangement Agreement.

In addition, the number of Stratabound Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market price of the California Gold Shares. Many of the factors that affect the market price of the Stratabound Shares and the California Gold Shares are beyond the control of Stratabound and California Gold, respectively. These factors include changes in market prices of precious metals, changes in the regulatory environment, adverse political developments and prevailing conditions in the capital markets.

Non-Solicitation

The Arrangement Agreement contains limitations on California Gold’s ability to solicit alternative transactions from third parties following the execution of the Arrangement Agreement.

Forego Increase in California Gold’s Value

As California Gold will no longer exist as an independent public company following the completion of the Arrangement, Shareholders will forego any potential future increase in California Gold’s value as an independent public company that might result from its future growth (other than through any increase in value of Stratabound Shares).

Restrictions on California Gold’s Business

The Arrangement Agreement imposes certain restrictions on the conduct of California Gold’s business during the period between the execution of the Arrangement Agreement and the consummation of the Arrangement, which may have a negative impact on California Gold’s performance. As the Arrangement is dependent upon the satisfaction of certain conditions, its completion is subject to uncertainty, and California Gold’s customers and suppliers may delay or defer decisions concerning California Gold which could have a negative impact on California Gold’s business and operations, regardless of whether the Arrangement is ultimately completed.

No Assurances

A number of arm’s length third parties had entered into confidentiality agreements with the Corporation over the past six months to review the business of the Corporation, without any reasonable proposals being made. If the Arrangement Agreement is terminated and California Gold elects to seek another transaction, there can be no assurance that California Gold will be able to find a party willing to pay an equivalent or more attractive price than the consideration to be paid under the Arrangement.

Taxation

The exchange of California Gold Shares pursuant to the Arrangement for Stratabound Shares will generally constitute a taxable event to Shareholders.

SURRENDER OF SHARE CERTIFICATES AND PAYMENT OF CONSIDERATION

Letter of Transmittal

If you are a Registered Shareholder, you should have received with this Circular, a form of proxy and a Letter of Transmittal. If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive Stratabound Shares, Registered Shareholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it (or a manually signed facsimile thereof), together with the certificate(s) or DRS Advice(s) representing their California Gold Shares and the other relevant documents required by the instructions set out therein, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. You can request additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available on California Gold’s website at www.caligold.ca/investor-relations and on SEDAR at www.sedar.com under the Corporation’s profile.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The deposit of California Gold Shares pursuant to the procedures in the Letter of Transmittal will constitute a binding agreement between the depositing Registered Shareholder and Stratabound upon the terms and subject to the conditions of the Arrangement.

In all cases, following the Effective Date, delivery of Stratabound Shares for California Gold Shares deposited will be made only after timely receipt by the Depositary of certificates or DRS Advices representing such California Gold Shares, together with a properly completed and duly executed Letter of Transmittal in the form accompanying this Circular relating to such California Gold Shares, with signatures guaranteed if so required in accordance with the instructions in the Letter of Transmittal, and any other required documents.

If a share certificate representing California Gold Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact or submitting a letter describing the loss, as directed by the Depositary, the Depositary will cause the issuance in exchange for such lost, stolen or destroyed certificate, the Stratabound Shares that such a Registered Shareholder has the right to receive in accordance with the Arrangement and the Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Registered Shareholder shall as a condition precedent to the delivery of such Stratabound Shares, give a surety bond satisfactory to Stratabound and the Depositary (each acting reasonably) in such sum as Stratabound may direct (acting reasonably), and indemnify Stratabound, the

Depositary and the Corporation in a manner satisfactory to Stratabound and the Depositary (acting reasonably) against any claim that may be made against Stratabound, the Depositary and the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

If a Letter of Transmittal is executed by a person other than the Registered Shareholder of the certificate(s) deposited therewith, the certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney properly completed by the Registered Shareholder, and the signature on such endorsement or share transfer power of attorney must correspond exactly to the name of the Registered Shareholder as registered or as appearing on the certificates(s) and must be guaranteed by an Eligible Institution in accordance with the instructions in the Letter of Transmittal.

All questions as to validity, form, eligibility (including timely receipt) and acceptance of any Letter of Transmittal and California Gold Shares deposited pursuant to the Arrangement will be determined by California Gold and Stratabound. Depositing Registered Shareholders agree that such determination will be final and binding. The Corporation reserves for itself and Stratabound the absolute discretion to instruct the Depositary and the absolute right to waive any defect or irregularity contained in any Letter of Transmittal received by it.

The method of delivery of the Letter of Transmittal and all certificates representing California Gold Shares and all other required documents is at the option and risk of the person depositing the same, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Corporation recommends that such documents be sent by registered mail and that appropriate insurance be obtained, to the Depositary at its office specified in the Letter of Transmittal.

Delivery of Stratabound Shares

Upon surrender to the Depositary for cancellation of certificate(s) or DRS Advice(s) which immediately prior to the Effective Time represented one or more California Gold Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate(s) or DRS Advice(s) will be entitled to receive in exchange therefor, and the Depositary will cause the delivery to such Shareholder as soon as practicable after the Effective Time, a DRS Advice or certificate(s) representing Stratabound Shares which such Shareholder is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement, and the certificate(s) or DRS Advice(s) representing the California Gold Shares so surrendered will forthwith be cancelled. In the event that a DRS Advice is not available, a certificate representing Stratabound Shares will be issued to the former holder of California Gold Shares. Until surrendered, each certificate or DRS Advice which immediately prior to the Effective Time represented a California Gold Share will be deemed after the Effective Time to represent only the right to receive upon the surrender of such certificate or DRS Advice, Stratabound Shares in lieu of such certificate or DRS Advice representing one or more California Gold Shares, less any amounts withheld pursuant to the Plan of Arrangement.

Unless otherwise directed in the Letter of Transmittal, a DRS Advice or certificate, as applicable, representing Stratabound Shares will be issued in the name of the registered holder of California Gold Shares so deposited. Such DRS Advice or certificate will be forwarded by mail to the address provided in the Letter of Transmittal and if no address is provided, such DRS Advice or certificate will be forwarded to the address of the person as shown on the applicable register of the Corporation.

Notwithstanding the provisions of the Arrangement and the Letter of Transmittal, DRS advices or certificates issued in payment of California Gold Shares deposited pursuant to the Arrangement will not be mailed if Stratabound determines that delivery thereof by mail may be delayed. Registered Shareholders who do not deliver certificates or DRS Advices representing their California Gold Shares and all other required documents to the Depositary on or before the sixth anniversary of the Effective

Date will lose their right to receive any Stratabound Shares for their California Gold Shares and any claim or interest of any kind or nature against Stratabound or the Corporation.

In no event will any former holder of California Gold Shares be entitled to a fractional Stratabound Share. Where the aggregate number of Stratabound Shares to be issued to a former holder of California Gold Shares under the Arrangement would result in a fraction of a Stratabound Share being issuable, the number of Stratabound Shares to be received by such former holder of California Gold Shares will be rounded down to the nearest whole Stratabound Share, without additional consideration.

Stratabound, the Corporation, and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to a Shareholder, such amounts as Stratabound, the Corporation, or the Depositary determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under any provision of applicable laws.

The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out of pocket expenses and will be indemnified by the Corporation and Stratabound against certain liabilities under applicable Securities Laws and expenses in connection therewith.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Shareholder who, for purposes of the Tax Act, holds California Gold Shares, and will hold Stratabound Shares and Stratabound Consideration Warrants acquired pursuant to the Arrangement, as capital property, deals at arm’s length with each of California Gold and Stratabound and is not affiliated with California Gold or Stratabound and who disposes of California Gold Shares pursuant to the Arrangement. California Gold Shares, Stratabound Shares and Stratabound Consideration Warrants generally will be considered capital property to a Shareholder for purposes of the Tax Act unless the Shareholder uses or holds such securities in the course of carrying on a business of buying and selling securities or the Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the “ Tax Regulations ”) in force on the date hereof, and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”). The summary takes into account all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may materially differ from Canadian federal income tax legislation or considerations.

This summary does not apply to a Shareholder (i) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act, (ii) that is a “specified financial institution”, (iii) an interest in which would be, or whose California Gold Shares are, a “tax shelter” or a “tax shelter investment”, each as defined in the Tax Act, or (iv) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency. This summary also does not apply to a Shareholder who has entered into or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement” (as those terms are defined in the Tax Act) with respect to California Gold Shares, the Stratabound Shares or the Stratabound Consideration Warrants.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Shareholder. Accordingly, Shareholders should consult their own tax

advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Residents of Canada

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act, is or is deemed to be resident in Canada (a “ Resident Holder ”).

Certain Resident Holders whose California Gold Shares might not otherwise be capital property may, in certain circumstances, be entitled to make an irrevocable election under Subsection 39(4) of the Tax Act to have such California Gold Shares, and every other “Canadian security” as defined in the Tax Act owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years, deemed to be capital property. Such election does not apply to Stratabound Shares. Any Resident Holder contemplating making a Subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

Exchange of California Gold Shares for Stratabound Shares

A Resident Holder will realize a capital gain (or capital loss) on the disposition of California Gold Shares for Stratabound Shares equal to the amount by which the fair market value (determined at the time of the exchange) of the Stratabound Shares received on the exchange of California Gold Shares exceeds (or is less than) the Resident Holder’s adjusted cost base of such California Gold Shares and any reasonable costs of disposition.

Dividends on Stratabound Shares

A Resident Holder that receives a dividend paid on its Stratabound Shares will be required to include in computing its income such dividend for the taxation year of receipt. Such dividends received by a Resident Holder that is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act. A Resident Holder that is a corporation will generally not be entitled to deduct in computing its taxable income the amount of such dividends received from Stratabound.

Disposition of Stratabound Shares

On the disposition or deemed disposition by a Resident Holder of its Stratabound Shares acquired pursuant to the Arrangement, the Resident Holder will realize a capital gain (or capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of the shares disposed of immediately before the disposition and any reasonable costs of disposition. The taxation of capital gains (and capital losses) is described below under the heading “ Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses ”.

The cost to a Resident Holder of Stratabound Shares acquired under the Arrangement will be equal to the fair market value, at the time of the Arrangement, of such Stratabound Shares and will be averaged with the adjusted cost base of all other Stratabound Shares owned by such Resident Holder at the time of the Arrangement for purposes of determining the adjusted cost base of the Resident Holder’s Stratabound Shares.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be carried back and deducted in any of

the three preceding taxation years, or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of its California Gold Shares may be reduced by the amount of dividends received by it on its California Gold Shares, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that receives and disposes of California Gold Shares, directly or indirectly, through a partnership or a trust. Such Resident Holders should consult their own tax advisors.

Additional Refundable Tax on Canadian-Controlled Private Corporations

A Resident Holder that, throughout the taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for an additional 102/3% refundable tax on certain investment income, including certain amounts in respect of net taxable capital gains, dividends and interest.

Alternative Minimum Tax on Individuals

Capital gains realized by a Resident Holder that is an individual (including certain trusts) on the disposition of California Gold Shares and Stratabound Shares may increase the Resident Holder’s liability for alternative minimum tax.

Resident Dissenting Shareholders

A Dissenting Shareholder that properly exercises Dissent Rights in respect of its California Gold Shares will, pursuant to the Plan of Arrangement, be deemed to have transferred such Dissenting Shares to Stratabound and will be entitled to be paid the fair value of such Dissenting Shares by Stratabound. See “ Dissenting California Gold Shareholders’ Rights ”. Such Dissenting Shareholder will be considered to have disposed of its Dissenting Shares for proceeds of disposition equal to the amount received by it from Stratabound (other than that portion that is in respect of interest, if any, awarded by the Court), and will realize a capital gain (or capital loss) to the extent that the proceeds of disposition of its Dissenting Shares exceed (or are less than) the aggregate of the adjusted cost base to the Dissenting Shareholder of such Dissenting Shares and any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the same tax treatment as described above under the heading “ Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses ”.

Interest, if any, awarded by the Court to a Resident Holder who is a Dissenting Shareholder will be included in the Resident Holder’s income for the purposes of the Tax Act.

Under the Plan of Arrangement, Shareholders who for any reason are not entitled to be paid the fair value of their California Gold Shares, shall be treated as if they had participated in the Arrangement on the same basis as non-dissenting Shareholders. The principal Canadian federal income tax considerations generally applicable to such Shareholders who are Resident Holders in connection with their California Gold Shares will be the same as those described above in connection with Resident Holders who do not exercise Dissent Rights.

Holders Not Resident in Canada

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act: (i) is not resident or is deemed not to be resident in Canada; (ii) does not use or hold and is not deemed to use or hold its California Gold Shares (and any Stratabound Shares acquired under the Arrangement) in, or in the course of carrying on, a business in Canada; (iii) is not a person who carries on an insurance business in Canada and elsewhere; and (iv) is not an “authorized foreign bank” (as defined in the Tax Act) (a “ Non-Resident Holder ”).

Exchange of California Gold Shares for Stratabound Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of its California Gold Shares pursuant to the Arrangement unless the California Gold Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention (i.e. “treaty protected property”).

A California Gold Share will generally be “taxable Canadian property” of a Non-Resident Holder if, at any time during the 60-month period immediately preceding the disposition of such California Gold Share: (i) the Non-Resident Holder, either alone or together with persons with whom the Non-Resident Holder did not deal at arm’s length or with any partnership in which the Non-Resident Holder or persons with whom the Non-Resident Holder did not deal at arm’s length held a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class of the Corporation: and (ii) more than 50% of the fair market value of the California Gold Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) and options in respect of, interests in, or for civil law rights in, any such properties whether or not the properties exist. A California Gold Share may be deemed to be “taxable Canadian property” in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their California Gold Shares constitute “taxable Canadian property”.

If the California Gold Shares are “taxable Canadian property” of a Non-Resident Holder, such NonResident Holder may be exempt from Canadian tax on the disposition of such California Gold Shares by virtue of an applicable income tax treaty or convention. Non-Resident Holders whose California Gold Shares constitute “taxable Canadian property” should consult their own tax advisors in this regard.

If the California Gold Shares are “taxable Canadian property” of a Non-Resident Holder and such NonResident Holder is not exempt from Canadian tax in respect of the disposition of such California Gold Shares pursuant to an applicable income tax treaty or convention, the tax consequences will generally be as described above under the headings “ Certain Canadian Federal Income Tax Considerations – Exchange of California Gold Shares for Stratabound Shares ” and “ Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses ”.

If the California Gold Shares are “taxable Canadian property” of a Non-Resident Holder, the NonResident Holder may in certain circumstances be required to file a Canadian tax return reporting the disposition of its California Gold Shares pursuant to the Arrangement, even if no gain is realized by the Non-Resident Holder on the disposition or the gain is otherwise exempt from Canadian tax under the provisions of an applicable income tax treaty or convention.

Non-Resident Holders whose California Gold Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Dividends on Stratabound Shares

A Non-Resident Holder will not be subject to tax in Canada on any dividend received on Stratabound Shares.

Disposition of Stratabound Shares

A Non-Resident Holder will not be subject to tax in Canada on any capital gain realized on the disposition of its Stratabound Shares acquired pursuant to the Arrangement unless the Stratabound Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention (i.e. “treaty protected property”). Stratabound Shares will not constitute “taxable Canadian property” provided

that 50% or more of the fair market value of the Stratabound Shares is derived directly or indirectly from property other than one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) and options in respect of, interests in, or for civil law rights in, any such properties whether or not the properties exist.

If the Stratabound Shares are “taxable Canadian property” of a Non-Resident Holder, the Non-Resident Holder may in certain circumstances be required to file a Canadian tax return reporting the disposition of its Stratabound Shares even if no gain is realized by the Non-Resident Holder on the disposition or the gain is otherwise exempt from Canadian tax under the provisions of an applicable income tax treaty or convention.

Non-Resident Holders whose Stratabound Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Dissenting Shareholders

A Non-Resident Holder who is a Dissenting Shareholder that properly exercises Dissent Rights in respect of its California Gold Shares will, pursuant to the Plan of Arrangement, be deemed to have transferred such Dissenting Shares to Stratabound and will be entitled to be paid the fair value of such Dissenting Shares by Stratabound. See “ Dissenting California Gold Shareholders’ Rights ”. Such Dissenting Shareholder will be considered to have disposed of its Dissenting Shares for proceeds of disposition equal to the amount received by it from Stratabound (other than that portion that is in respect of interest, if any, awarded by the Court), and will realize a capital gain (or capital loss) to the extent that the proceeds of disposition of its Dissenting Shares exceed (or are less than) the aggregate of the adjusted cost base to the Dissenting Shareholder of such Dissenting Shares immediately before the disposition and any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the same considerations and tax treatment as a capital gain or capital loss realized on the disposition of California Gold Shares pursuant to the Plan of Arrangement by a Non-Resident Holder who is not a Dissenting Shareholder, described above under the heading “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada - Exchange of California Gold Shares for Stratabound Shares ”.

Interest, if any, awarded by the Court to a Non-Resident Holder who is a Dissenting Shareholder will not be subject to Canadian withholding tax.

Under the Plan of Arrangement, Non-Resident Holders who for any reason are not entitled to be paid the fair value of their California Gold Shares shall be treated as if they had participated in the Arrangement on the same basis as non-dissenting Shareholders. The principal Canadian federal income tax considerations generally applicable to such Shareholders who are Non-Resident Holders in connection with their California Gold Shares will be the same as those described above in connection with NonResident Holders who do not exercise Dissent Rights.

Non-Resident Holders should consult their own tax advisors for specific advice with respect to the tax consequences in their own particular circumstances of exercising their Dissent Rights.

Eligibility for Investment

The Stratabound Shares, provided they are listed on a designated stock exchange as defined in the Tax Act (which currently includes tiers 1 and 2 of the TSXV), will be qualified investments under the Tax Act for a trust governed by a registered retirement savings plans, registered retirement income fund, registered disability savings plan, registered education savings plan, a tax free savings account (the “ Plans ”) or a deferred profit sharing plan (“ DPSP ”).

Notwithstanding that Stratabound Shares may be qualified investments, holders, annuitants or subscribers of Plans (each a “ Controller ”) will be subject to a penalty tax in respect of Stratabound

Shares held in a Plan if such Stratabound Shares are a “prohibited investment” for the purposes of the Tax Act. Stratabound Shares will generally not be a “prohibited investment” for a Plan unless the Controller of the Plan does not deal at arm’s length with Stratabound for purposes of the Tax Act or the Controller has a “significant interest” (as defined in the Tax Act) in Stratabound. In addition, Stratabound Shares will not be a prohibited investment for a Plan if such shares are “excluded property” (as defined in the Tax Act) for such Plan. Resident Holders are urged to consult their own tax advisors in this regard.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) of California Gold Shares arising from: (i) the receipt of Stratabound Shares pursuant to the Arrangement; and (ii) the ownership and disposition of Stratabound Shares received pursuant to the Arrangement. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the Arrangement or as a result of the ownership and disposition of Stratabound Shares received pursuant to the Arrangement. This summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, or non-U.S. tax consequences to U.S. Holders of the Arrangement or the ownership and disposition of Stratabound Shares. In addition, except as specifically set forth below, this summary does not discuss any income tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the Arrangement and the ownership and disposition of Stratabound Shares received pursuant to the Arrangement.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Arrangement or the ownership and disposition of Stratabound Shares received pursuant to the Arrangement. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of This Disclosure

Authorities

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), U.S. Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Canada-US Tax Treaty, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Circular. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “ U.S. Holder ” means a beneficial owner of California Gold Shares (or, after the Arrangement, Stratabound Shares) participating in the Arrangement or exercising Dissent Rights pursuant to the Arrangement that is for U.S. federal tax purposes:

(a) an individual who is a citizen or resident of the United States;

(b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
(c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
(d) a trust that: (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions: or (b) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, the term “ Non-U.S. Holder ” means a beneficial owner of California Gold Shares (or, after the Arrangement, Stratabound Shares) participating in the Arrangement or exercising Dissent Rights pursuant to the Arrangement that is not a U.S. Holder or a partnership (or other entity treated as a partnership for U.S. federal income tax purposes). This summary does not address the U.S. federal income tax consequences applicable to Non-U.S. Holders arising from the Arrangement or the ownership and disposition of Stratabound Shares received pursuant to the Arrangement. Accordingly, a Non-U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the Arrangement and the ownership and disposition of Stratabound Shares received pursuant to the Arrangement.

Transactions Not Addressed

This summary does not address the U.S. federal income tax consequences of transactions effected prior or subsequent to, or concurrently with, the Arrangement (whether or not any such transactions are undertaken in connection with the Arrangement), including, without limitation, the following:

(a) any conversion into California Gold Shares or Stratabound Shares of any notes, debentures or other debt instruments;
(b) any vesting, conversion, assumption, disposition, exercise, exchange, cancellation or other transaction involving any rights to acquire California Gold Shares or Stratabound Shares, including the Options, California Gold Warrants or the Stratabound Replacement Warrants; and any transaction, other than the Arrangement, in which California Gold Shares or Stratabound Shares are acquired.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the Arrangement or the ownership and disposition of Stratabound Shares received pursuant to the Arrangement to U.S. Holders that are subject to special provisions under the Code, including (except as otherwise specifically noted) U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own California Gold Shares (or after the Arrangement, Stratabound Shares) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) acquired California Gold Shares (or after the Arrangement, Stratabound Shares) in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold California Gold Shares (or after the Arrangement, Stratabound Shares) other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) own, directly, indirectly, or by attribution, 5% or

more, by voting power or value, of the outstanding California Gold Shares (or after the Arrangement, Stratabound Shares); and (i) acquired California Gold Shares by gift or inheritance. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the United States; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold California Gold Shares (or after the Arrangement, Stratabound Shares) in connection with carrying on a business in Canada; or (d) persons that have a permanent establishment in Canada for the purposes of the Canada-US Tax Treaty. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. and non-U.S. tax consequences relating to the Arrangement and the ownership and disposition of Stratabound Shares received pursuant to the Arrangement.

If an entity or arrangement that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds California Gold Shares (or after the Arrangement, Stratabound Shares), the U.S. federal income tax consequences to such partnership and the partners (or owners) of such partnership of participating in the Arrangement and the ownership and disposition of Stratabound Shares received pursuant to the Arrangement generally will depend in part on the activities of such partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partnership or partner (or owner). Partners (or owners) of entities and arrangements that are classified as partnerships (or “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of Stratabound Shares received pursuant to the Arrangement.

U.S. Holders Exercising Dissent Rights

A U.S. Holder that exercises Dissent Rights in the Arrangement and is paid cash in exchange for all of its California Gold Shares generally will recognize gain or loss in an amount equal to the difference, if any, between: (i) the amount of cash received by such U.S. Holder in exchange for California Gold Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income); and (ii) the tax basis of such U.S. Holder in such California Gold Shares surrendered. Any gain recognized would be subject to the PFIC rules discussed above. If, contrary to its expectations, the Corporation were not a PFIC for one or more of its tax years, and if a U.S. Holder disposes of non-PFIC Shares in the Arrangement, any gain or loss recognized by the U.S. Holder with respect to those non-PFIC shares would generally be capital gain or loss, which will be long-term capital gain or loss if such non-PFIC Shares have been held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Tax Consequences Related to the Ownership and Disposition of Stratabound Shares

Taxation of Distributions

In general, subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to Stratabound Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current and accumulated “earnings and profits” of Stratabound, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current or accumulated “earnings and profits” of Stratabound, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Stratabound Shares and thereafter as gain from the sale or exchange of such Stratabound Shares. See “ Sale or Other Taxable Disposition of Stratabound Shares ” below. However, Stratabound may not maintain calculations of earnings and profits in accordance with

U.S. federal income tax principles, and each U.S. Holder may therefore be required to treat any distribution by Stratabound with respect to the Stratabound Shares as dividend income. Dividends received on Stratabound Shares generally will not constitute qualified dividend income eligible for the “dividends received deduction”.

If Stratabound is eligible for the benefits of the Canada-US Tax Treaty or the Stratabound Shares are readily tradable on a U.S. securities market, dividends paid by Stratabound to non-corporate U.S. Holders, including individuals, generally will be eligible for preferential tax rates, provided certain holding period requirements are met and certain other conditions are satisfied, including that Stratabound not be classified as a PFIC in the tax year of distribution or in the preceding tax year.

If a U.S. Holder is not eligible for the preferential tax rates discussed above, a dividend paid by Stratabound to a U.S. Holder generally will be taxed at ordinary income tax rates. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Stratabound Shares

Generally, a U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Stratabound Shares in an amount equal to the difference, if any, between: (i) the amount of cash plus the fair market value of any property received; and (ii) such U.S. Holder’s tax basis in such Stratabound Shares sold or otherwise disposed of. Subject to the PFIC rules discussed below, any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such Stratabound Shares are held for more than one year.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company Rules Relating to the Ownership of Stratabound Shares

If Stratabound is or becomes a PFIC, the preceding section of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of Stratabound Shares. The U.S. federal income tax consequences of owning and disposing of Stratabound Shares if Stratabound is or becomes a PFIC are described below.

If Stratabound were to constitute a PFIC for any tax year during a U.S. Holder’s holding period, then certain potentially adverse rules may affect the U.S. federal income tax consequences to a U.S. Holder as a result of the ownership and disposition of Stratabound Shares.

Stratabound generally will be a PFIC for a tax year if, after the application of certain “look-through” rules with respect to subsidiaries in which Stratabound holds at least 25% of the value of such subsidiary: (i) 75% or more of its gross income is passive income; or (ii) 50% or more of the value of its assets either produce passive income or are held for the production of passive income based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a non-U.S. corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied. If Stratabound were a PFIC for any tax year, certain non-U.S. subsidiaries in which Stratabound has a direct or indirect interest could also be PFICs with respect to U.S. Holders.

Based on current business plans and financial projections, Stratabound expects that it will not be a PFIC for its tax year ending December 31, 2021 and the foreseeable future . However, the determination of whether any non-U.S. corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any non-U.S. corporation is a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this Circular. Accordingly, there can be no assurance that Stratabound will or will not be a PFIC for the current tax year or any future tax year or that the IRS will not challenge any determination made by Stratabound (or any subsidiary of Stratabound) concerning its PFIC status. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of Stratabound and any subsidiary of Stratabound, the application of the PFIC rules to the Stratabound Shares, and the consequences of being treated as the owner of subsidiary PFICs.

In any tax year in which Stratabound is a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 and IRS Form 5471.

If Stratabound were a PFIC in any tax year during which a U.S. Holder held Stratabound Shares, such holder generally would be subject to special rules with respect to any “excess distribution” made by Stratabound on the Stratabound Shares and with respect to gain from the disposition of the Stratabound Shares. An “excess distribution” generally is defined as the excess of distributions with respect to the Stratabound Shares received by a U.S. Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from Stratabound during the shortest of the three preceding tax years or such U.S. Holder’s holding period for the Stratabound Shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Stratabound Shares ratably over its holding period for the Stratabound Shares. Such amounts allocated to the tax year of the disposition or excess distribution, and to any tax year prior to the first year in which Stratabound was a PFIC, would be taxed as ordinary income, and amounts allocated to all other tax years would be taxed as ordinary income at the highest tax rate in effect for each such tax year and an interest charge at a rate applicable to underpayments of tax would apply. Any loss realized on the disposition of Stratabound Shares would generally not be recognized.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the QEF Election and the Mark-to-Market Election), such elections are available in limited circumstances and must be made in a timely manner.

U.S. Holders should be aware that for each tax year, if any, that Stratabound is a PFIC, Stratabound can provide no assurances that it will satisfy the record-keeping requirements or make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to Stratabound or any subsidiary of Stratabound that also is classified as a PFIC. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of Stratabound Shares, and the availability of certain U.S. tax elections under the PFIC rules for Stratabound and any subsidiary of Stratabound that is also a PFIC.

Other Considerations

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) non-U.S. income tax in connection with the Arrangement or in connection with the ownership or disposition of Stratabound Shares may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such non-U.S. income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal

income tax. This election is made on a year-by-year basis and applies to all creditable non-U.S. taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year. The calculation of foreign tax credits involves the application of complex rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should consult their tax advisors regarding the availability of foreign tax credits.

Receipt of Foreign Currency

The U.S. dollar value of any cash payment in non-U.S. currency to a U.S. Holder will be translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment, regardless of whether the non-U.S. currency is converted into U.S. dollars at that time. If the non-U.S. currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the non-U.S. currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in non-U.S. currency and engages in a subsequent conversion or other disposition of the non-U.S. currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different tax rules apply to U.S. Holders who use the accrual method.

Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of non-U.S. currency.

Additional Tax on Passive Income

U.S. Holders that are individuals, estates, or trusts and whose income exceeds certain thresholds generally will be required to pay a 3.8% tax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held by certain trades or businesses). Special PFIC rules apply to the computation of this additional tax. U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of California Gold Shares and Stratabound Shares.

Information Reporting; Backup Withholding Tax

Under U.S. federal income tax law and U.S. Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, new

U.S. return disclosure obligations (and related penalties) are imposed on U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a nonU.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person, and any interest in a non-U.S. entity. U.S. Holders may be subject to these reporting requirements unless their Stratabound Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns.

Distributions on the Stratabound Shares, proceeds arising from the sale or other taxable disposition of Stratabound Shares, or any payments received in connection with the Arrangement (including, but not limited to, U.S. Holders exercising dissent rights under the Arrangement) made within the United States or by a U.S. payor or U.S. middleman, generally may be subject to information reporting and backup withholding tax, at the current rate of 28% if a U.S. Holder fails to furnish its correct U.S. taxpayer identification number, certify under penalties of perjury that such number is correct, and provide certain other certifications (generally on IRS Form W-9). However, certain exempt persons generally are excluded from these information reporting and backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO HOLDERS OF CALIFORNIA GOLD SHARES WITH RESPECT TO THE DISPOSITION OF THOSE CALIFORNIA GOLD SHARES PURSUANT TO THE ARRANGEMENT OR THE OWNERSHIP AND DISPOSITION OF STRATABOUND SHARES RECEIVED PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon by Norton Rose Fulbright Canada LLP, as counsel for the Corporation, and Dentons Canada LLP, as counsel for Stratabound.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the California Gold Shares represented thereby in accordance with their best judgment on such matter.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as described herein, the Corporation is not aware of: (i) any person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year; (ii) a nominee for election as a director of the Corporation at the Meeting; or (iii) any associate or affiliate of any such director or executive officer or nominee, who has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

See “ The Arrangement – Interests of Directors and Officers in the Arrangement” and “Securities Law Matters – Canadian Securities Laws ”.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the Corporation’s directors, executive officers or employees, or former directors, executive officers or employees, nor any associate of such individuals, is as at the date hereof, or has been, during the financial year ended August 31, 2020, indebted to the Corporation or any of the Subsidiaries of California Gold in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding of the Corporation or any of the Subsidiaries of California Gold.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, no informed person of the Corporation or any associate or affiliate of any informed person has any material interest, direct or indirect, in any transaction since August 31, 2020 or in any proposed transaction which has materially affected or would materially affect the Corporation. An “informed person” means (i) a director or executive office of a reporting issuer; (ii) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (iii) any person or company who beneficially owns or controls or directs, directly or indirectly, voting shares of a reporting issuer or who exercises control or direction over shares of the reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the

reporting issuer; and (iv) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

See “ The Arrangement – Interests of Directors and Officers in the Arrangement ” and “ Securities Law Matters – Canadian Securities Law Matters ”.

AUDITOR

The auditor of the Corporation is McGovern Hurley LLP, located at 251 Consumers Road, Suite 800, Toronto, ON M2J 4R3. McGovern Hurley LLP was first appointed as the Corporation’s auditor on December 23, 2020.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com. Financial and other information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended August 31, 2020, which can be found on SEDAR at www.sedar.com and will be sent without charge to any California Gold Securityholder upon request to the Chief Financial Officer of California Gold at [email protected].

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in this Circular or require assistance in completing your form of proxy or Letter of Transmittal, please contact the Depositary, 1-866 600-5869 or by email at [email protected].

APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the board of directors of the Corporation.

DATED at Toronto, Ontario as of this 17[th] day of May, 2021.

BY ORDER OF THE BOARD

(signed) “ Scott Rasenberg ” Scott Rasenberg Chairman of the Board

CONSENT OF INFOR FINANCIAL INC.

To: The Board of Directors of California Gold Mining Inc.

We refer to the fairness opinion dated April 20, 2021 (the “ Fairness Opinion ”) which we prepared for the board of directors of California Gold Mining Inc. (“ California Gold ”) in connection with the plan of arrangement involving California Gold and Stratabound Minerals Corp. (“ Stratabound ”). We consent to the inclusion of a summary of the Fairness Opinion as well as a copy of the Fairness Opinion in this Circular, and all references to the Fairness Opinion in this Circular.

(signed) “ INFOR Financial Inc. ” INFOR FINANCIAL INC. Toronto, Ontario May 17, 2021

APPENDIX "A" GLOSSARY OF TERMS

In this Circular, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below and grammatical variations thereof shall have the corresponding meanings.

“ 2021 MD&A ” means the Corporation's management, discussion and analysis for the six months ended February 28, 2021;

“ Acquisition Proposal ” means, with respect to California Gold, any offer, proposal or inquiry from any person or group of persons (other than from or with Stratabound or any of its affiliates), whether or not in writing and whether or not delivered to the shareholders of California Gold, after the date hereof relating to:

(a) any acquisition or purchase, direct or indirect, through one or more transactions, of (A) the assets of California Gold and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole or (B) 20% or more of any voting or equity securities of California Gold or any one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole; or
(b) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, take-over bid, tender offer, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving California Gold and/or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole,

except that for the purpose of the definition of Superior Proposal , the references in this definition of Acquisition Proposal to “20% or more of any voting or equity securities” shall be deemed to be references to “100% of the voting or equity securities”, and the references to “20% or more of the consolidated assets” shall be deemed to be references to “all or substantially all of the assets”;

“ Act ” means the Securities Act, unless otherwise indicated;

“ affiliate ” has the meaning ascribed thereto in NI 45-106, unless otherwise indicated;

“ allowable capital loss ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Residents of Canada – Taxation of Capital Gains and Capital Losses ”;

“ Arrangement ” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms thereof or the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of Stratabound and California Gold, each acting reasonably;

“ Arrangement Agreement ” means the arrangement agreement dated April 20, 2021 entered into between the Corporation and Stratabound, including the recitals and all schedules, together with the California Gold Disclosure Letter and the Stratabound Disclosure Letter, as amended or supplemented and/or restated from time to time;

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form set out in Schedule A and any amendment or variation thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of Stratabound and California Gold, each acting reasonably;

“ associate ” has the meaning ascribed to such term in the Securities Act;

A-1

“ Binding Proposal ” has the meaning ascribed thereto under the heading “ The Arrangement – Background to the Arrangement ”;

“ Board ” means the board of directors of California Gold, as constituted from time to time;

“ Board Recommendation ” means a statement that the Special Committee, and the Board based on the recommendation of the Special Committee, has unanimously, after receiving legal and financial advice, including the Fairness Opinion, determined that, subject to the scope of review, assumptions and limitations set out in the Fairness Opinion, the Arrangement is fair from a financial point of view to the Shareholders, other than Stratabound and its affiliates, and in the best interests of California Gold and that the Board recommends that the Shareholders vote in favour of the Arrangement Resolution;

“ Broadridge ” means Broadridge Investor Communications Corporation in Canada and its counterpart in the U.S.;

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario;

“ California Gold ” means California Gold Mining Inc., a company existing under the laws of the Province of Ontario.

“ California Gold Change in Recommendation ” means (A) the Board fails to make the Board Recommendation or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to withdraw, amend, modify or qualify, the Board Recommendation; (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position with respect to an Acquisition Proposal relating to California Gold for more than five Business Days after first learning of such Acquisition Proposal; (C) the Board or any committee of the Board accepts, approves, endorses, recommends or executes or enters into or authorizes the entering into by California Gold, or publicly proposes to accept, approve, endorse, recommend or execute or enter into or authorizes the entering into by California Gold of any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal; (D) the Board or any committee of the Board fails to publicly reaffirm (without qualification) within 10 Business Days after having been requested in writing by Stratabound to do so, the Board Recommendation; or (E) California Gold breaches Article 6 of the Arrangement Agreement in any material respect;

“ California Gold Disclosure Letter ” means the disclosure letter executed by California Gold and delivered to Stratabound concurrently with the execution of the Arrangement Agreement;

“ California Gold Nominees ” has the meaning ascribed thereto under the heading “ The Arrangement – Employment and Board Matters ”;

“ California Gold Options ” means the outstanding options of California Gold, whether or not vested, entitling the holders thereof to receive California Gold Shares pursuant to the California Gold Stock Option Plan;

“ California Gold Related Persons ” has the meaning ascribed thereto under the heading “ The Arrangement Agreement – Covenants ”;

“ California Gold Shares ” means the common shares in the capital of California Gold;

“ California Gold Stock Option Plan ” means the California Gold stock option plan as adopted and approved by the Shareholders on January 19, 2010, as most recently amended and approved by the Shareholders on May 14, 2018;

“ California Gold Subsidiaries ” means, collectively, all of the subsidiaries of California Gold listed in Schedule D to the Arrangement Agreement and California Gold Subsidiary means any one of them;

A-2

“ California Gold Superior Proposal Notice ” means a written notice of the determination of the Board that an Acquisition Proposal constitutes a Superior Proposal and of the intention of California Gold to enter into a definitive agreement in respect of the Superior Proposal;

“ California Gold Warrants ” means the common share purchase warrants of California Gold described on Schedule E to the Arrangement Agreement;

“ Canada-US Tax Treaty ” means the Canada-United States Tax Convention (1980), as amended;

“ Canadian Securities Laws ” means applicable Canadian provincial and territorial securities laws;

“ Captain Copper-Cobalt-Gold Project ” means the copper/cobalt/gold project located in the Bathurst Mining Camp in northeast New Brunswick, Canada;

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement;

“ Chairman ” means the chairman of the Meeting, unless otherwise specified;

“ Circular ” means the Notice of Meeting and accompanying management information circular, including all schedules, appendices and exhibits hereto, and information incorporated by reference herein, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

“ Coast Capital ” means Coast Capital LLC;

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended;

“ Confidentiality Agreement ” means the mutual confidentiality agreement entered into by Stratabound and California Gold, among others, dated March 10, 2020;

“ Consideration ” means the consideration to be received pursuant to the Plan of Arrangement in respect of each California Gold Share that is issued and outstanding immediately prior to the Effective Time, consisting of that number of Consideration Shares as is equal to the Exchange Ratio;

“ Consideration Shares ” means the Stratabound Shares to be issued in exchange for California Gold Shares pursuant to the Arrangement;

“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its respective Subsidiaries is a party or by which it or any of its respective Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

“ Controller ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ”;

“ Corporation ” or “ California Gold ” means California Gold Mining Inc., a company existing under the OBCA;

“ Court ” means the Ontario Superior Court of Justice (Commercial List);

“ COVID-19 ” means the coronavirus disease 2019 (dubbed as COVID-19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and/or any other virus or disease developing from or arising as a result of SARS-CoV-2 and/or COVID-19;

“ CRA ” means the Canada Revenue Agency;

“ CSE ” means the Canadian Securities Exchange;

A-3

“ Demand for Payment ” has the meaning ascribed thereto under the heading “ Dissenting California Gold Shareholders’ Rights – Dissent Rights to the Arrangement Resolution for Shareholders ”;

“ Depositary ” means TSX Trust Company, in its capacity as depositary in connection with the Arrangement;

“ Director ” means the Director appointed pursuant to Section 278 of the OBCA;

“ Dissent Notice ” has the meaning ascribed thereto under the heading “ Dissenting California Gold Shareholders’ Rights – Dissent Rights to the Arrangement Resolution for Shareholders ”;

“ Dissent Rights ” means the rights of dissent of Shareholders in respect of the Arrangement Resolution as contemplated in the Plan of Arrangement;

“ Dissenting Shareholder ” means a registered Shareholder who has validly exercised its Dissent Rights in accordance with the terms of the Plan of Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the California Gold Shares in respect of which Dissent Rights are validly exercised by such Shareholder in strict compliance with the terms of the Dissent Rights;

“ Dissenting Shares ” means the California Gold Shares of the Dissenting Shareholders;

“ DPSP ” means a deferred profit sharing plan;

“ DRS ” means direct registration system;

“ DRS Advice ” means a direct registration system advice;

“ Effective Date ” means the date upon which the Arrangement becomes effective pursuant to the Plan of Arrangement;

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“ Eligible Institution ” means a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP);

“ Eligible Participants ” has the meaning ascribed thereto under the heading “ Additional Information Concerning California Gold – Compensation Discussion and Analysis ”;

“ Exchange Ratio ” means 1.00;

“ Fairness Opinion ” means an opinion of INFOR that, as of the date of such opinion and based upon and subject to the assumptions made, matters considered and limitations and qualifications set forth therein, the Consideration to be received under the Arrangement by the Shareholders, as contemplated under the Arrangement Agreement, is fair, from a financial point of view, to the Shareholders;

“ Final Hearing ” means the Court hearing in respect of the Final Order;

“ Final Order ” means the final order of the Court pursuant to Section 182 of the OBCA in a form acceptable to the Parties, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

“ First Majestic ” means First Majestic Silver Corp., a corporation existing under the laws of the Province of British Columbia;

A-4

“ forward-looking statements ” has the meaning ascribed thereto under the heading “ Cautionary Statement Regarding Forward-Looking Information ”;

“ Fremont Project” means the Fremont gold project covering 3,351 acres in Mariposa County in California, United States of America;

“ Golden Culvert Project ” means the gold project located approximately 20 kilometres northeast of Golden Predator Mining Corp.'s 3 Aces and Aben Resources Ltd.'s Justin Gold projects in the southeast Yukon Territory in the Yukon Territory;

“ Governmental Entity ” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority and, for greater certainty, the Securities Commissions, the TSXV and the TSX;

“ Holder ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations ”;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time applied on a consistent basis;

“ Industry Guide 7 ” means the SEC’s Industry Guide 7 – “ Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations ”;

“ INFOR ” means INFOR Financial Inc.;

“ INFOR Engagement Agreement ” means the engagement letter between the Corporation and INFOR dated April 6, 2021;

“ Information ” has the meaning ascribed thereto under the heading “ The Arrangement – Fairness Opinion ”;

“ Interested Parties ” has the meaning ascribed thereto under the heading “ The Arrangement – Fairness Opinion ”;

“ Interim Order ” means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Consideration Shares and the Stratabound Replacement Warrants pursuant to the Arrangement, in a form acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Parties, each acting reasonably;

“ Intermediary ” has the meaning ascribed thereto under the heading “ Information Concerning the Meeting – Non-Registered Shareholders ”;

“ IRS ” means the United States Internal Revenue Service;

“ Jerritt Canyon ” means Jerritt Canyon Canada Ltd.;

“ Law ” means any and all laws (statutory, common or otherwise), statutes, regulations, statutory rules, regulatory instruments, principles of law, orders, injunctions, judgments, published policies and guidelines (to the extent that they have the force of law), and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons means that such Laws apply to such person or persons or its or their business, undertaking, property or

A-5

securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“ Letter of Transmittal ” means the letter of transmittal provided to Registered Shareholders, to be completed by Shareholders in order to receive the consideration payable to them pursuant to the Arrangement;

“ Lien ” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable, whether or not consensual or arising by law (statutory or otherwise) and whether or not contingent or absolute, including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy any property or assets;

“ Matching Period ” means at least five Business Days from the date that is the later of the date on which Stratabound received California Gold Superior Proposal Notice and a copy of the proposed agreement for the Superior Proposal from California Gold;

“ Material Adverse Change ” means, with respect to any person, any one or more changes, events or occurrences or developments, and Material Adverse Effect , means, with respect to any person, any event, change, circumstance, occurrence, effect, fact, or state of being which has or would reasonably be expected to have, a material and adverse effect on the assets, liabilities (absolute, accrued, contingent or otherwise), affairs, business, capital, condition (financial or otherwise), or operations of the person and its subsidiaries taken as a whole, provided that it shall not include any such event, change, circumstance, occurrence, effect, fact, or state of being arising out of, relating directly or indirectly to, resulting from, as applicable:

(a) the announcement of the execution of the Arrangement Agreement or the transactions contemplated herein or the performance of the covenants and obligations herein;
(b) any action taken (or omitted to be taken) upon written request of the other Party;
(c) changes in the U.S. or Canadian economy or securities markets in general;
(d) changes or developments in or relating to currency exchange, interest rates or rates of inflation;
(e) changes in applicable Laws (other than orders, judgments decrees against Stratabound or California Gold, as the case may be, or any of its subsidiaries) or in IFRS;
(f) acts of God, any natural disaster or any climatic or other natural events or conditions;
(g) changes generally affecting the global mining industry and the phosphate markets;
(h) any change in global, national or regional political conditions (including any acts of terrorism or the outbreak of war or escalation or worsening thereof) or in general economic, business, regulatory, political conditions; or
(i) any decrease in the market price or any decline in the trading volume of the securities of a person (it being understood, however, that any event, change or effect causing or contributing to any such decreases in market price may constitute a Material Adverse Effect and may be taken into account in determining whether a Material Adverse Effect has occurred),

except where any such change referred to in clauses (iii) through (vi) above has a materially disproportionate effect on the person or any of its subsidiaries;

A-6

“ Material Contract ” means, with respect to Stratabound or California Gold, as the case may be, (A) any agreement which requires future expenditures by such person or a subsidiary thereof in excess of $100,000 in the aggregate or which might result in payments to such person or a subsidiary thereof in excess of $100,000 in any calendar year, (B) any purchase or task order which might result in payments to such person or a subsidiary thereof in excess of $500,000 in any calendar year, (C) any employment agreements (not including at-will employment letters with employees) with any employee of such person earning an annual salary of $100,000 or greater, (D) any agreement that is or would be required to be filed with the Securities Commissions through SEDAR and (E) any Contract the violation of which, or default under which, by such person or a subsidiary thereof, on the one hand, or the other party(ies) to such Contract, on the other hand, could reasonably be expected to result in a Material Adverse Effect;

“ McIntyre Gold Project ” means the gold project located adjacent to Highway 180 about 80 kilometres west of Bathurst, New Brunswick;

“ Meeting ” means the annual and special meeting of Shareholders, including any adjournment or postponement of such annual and special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“ Meeting Materials ” has the meaning ascribed thereto under the heading “ Information Concerning the Meeting – Non-Registered Shareholders ”;

“ MFDA ” means the Mutual Fund Dealers Association of Canada;

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;

“ Minority Shareholders ” means those Shareholders whose votes may be included in the determination of minority approval of the Arrangement Resolution in accordance with MI 61-101;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees of the Securities Authorities ;

“ NI 54-101 ” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ;

“ Non-Registered Shareholder ” has the meaning ascribed thereto under the heading “ Information Concerning the Meeting – Non-Registered Shareholders ”;

“ Non-Resident Holder ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ”;

“ Non - U.S. Holder ” has the meaning ascribed thereto under the heading “ United States Federal Income Tax Considerations for U.S. Holders – Scope of This Disclosure ”;

“ Notice of Appearance ” means the notice which must be filed by any Shareholder who wishes to appear, or to be represented, and to present evidence at the Final Hearing;

“ Notice of Application ” means the Notice of Application to the Court for the Final Order, a copy of which is attached as Appendix “F” to this Circular;

“ Notice of Meeting ” has the meaning ascribed thereto under the heading “ Management Information Circular ”;

“ NP 58-201 ” means National Policy 58-201 - Corporate Governance Guidelines ;

“ OBCA ” means the Business Corporations Act (Ontario);

A-7

“ Offer to Pay ” has the meaning ascribed thereto under the heading “ Dissenting California Gold Shareholders’ Rights – Dissent Rights to the Arrangement Resolution for Shareholders ”;

“ Optionholders ” means the holders of California Gold Options;

“ Ordinary Course ” means, with respect to an action taken by Stratabound or California Gold, as the case may be, that such action is taken in the ordinary course of the normal day-to-day operations of the business of Stratabound or California Gold, as the case may be consistent with past practices;

“ Outside Date ” means August 31, 2021;

“ Parties ” means the Corporation and Stratabound, and “ Party ” means either of them;

“person” has the meaning ascribed thereto in the Securities Act;

" PFIC " means passive foreign investment company;

“ Plan of Arrangement ” means the plan of arrangement of California Gold substantially in the form and content of Appendix “D” hereto and any amendments or variations thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order and acceptable to the Parties, each acting reasonably;

“ Plans ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ”;

“ Pre-Effective Date Period ” means the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms;

“ Record Date ” has the meaning ascribed thereto under the heading “ Voting Securities and Principal Holders Thereof ”;

“ Red Cloud " mean Red Cloud Securities Inc.;

“ Registered Shareholder ” means a registered holder of California Gold Shares who is in possession of a physical share certificate or who is entitled to receive a physical share certificate and whose name and address are recorded in the Corporation’s shareholders’ register maintained by the Transfer Agent;

“ Regulation S ” means Regulation S adopted by the United States Securities and Exchange Commission pursuant to the U.S. Securities Act;

“ Representatives ” means the officers, directors, employees, representatives (including any financial or other adviser) or agents of the Corporation or any of its Subsidiaries;

“ Resident Holders ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Residents of Canada ”;

“ Revised Binding Proposal ” has the meaning ascribed thereto under the heading “ The Arrangement – Background to the Arrangement ”;

“ Romspen” means Romspen Investment Corporation, a company existing under the laws of the Province of Ontario;

“ R.W. Tomlinson ” means R.W. Tomlinson Limited, a company existing under the laws of the Province of Ontario;

“ SEC ” means the United States Securities and Exchange Commission;

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof;

A-8

“ Securities Act ” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“ Securities Commissions ” means the Ontario Securities Commission and the applicable securities regulatory authority of a province or territory of Canada;

“ Securities Laws ” means Canadian Securities Laws and U.S. Securities Laws and all applicable stock exchange rules and listing standards of the stock exchanges;

“ Securityholder ” means an Optionholder, a Shareholder or a Warrantholder, as the case may be;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Shareholder ” means a registered or beneficial holder of California Gold Shares, as the context requires;

“ Shareholder Approval ” means (i) at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting, and (ii) such minority approval as may be required under MI 61-101 with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution;

“ Special Committee ” means the committee of the Board comprised of Larry Phillips, Scott Rasenberg, and William Tomlinson;

“ Stratabound ” means Stratabound Minerals Corp., a company existing under the laws of the Province of Alberta;

“ Stratabound Board ” means the board of directors of Stratabound;

“ Stratabound Disclosure Letter ” means the disclosure letter executed by Stratabound and delivered to California Gold concurrently with the execution of the Arrangement Agreement;

“ Stratabound Replacement Warrant ” means a common share purchase warrant to acquire a Stratabound Share issued pursuant to the Plan of Arrangement in replacement of a California Gold Warrant;

“ Stratabound Shares ” means the common shares in the capital of Stratabound;

“ Stratabound Subsidiaries ” means, collectively, all of the subsidiaries of Stratabound listed in Schedule C to the Arrangement Agreement and Stratabound Subsidiary means any one of them;

“ Subsidiary ” has the meaning specified in National Instrument 45-106 - Prospectus and Registration Exemptions as in effect on the date of the Arrangement Agreement;

“ Superior Proposal ” means a written bona fide Acquisition Proposal made by a third party and in respect of which the Board determines in good faith:

(a) that the funds or other consideration necessary to complete the Acquisition Proposal are or are reasonably likely to be available to fund completion of the Acquisition Proposal at the time and on the basis set out therein;
(b) that is not subject to a due diligence or access condition;
(c) that, after consultation with its financial advisor(s), would or would be reasonably likely to, if consummated in accordance with its terms, result in a transaction that is more favourable to the Shareholders from a financial point of view than the transactions contemplated in the Arrangement Agreement;

A-9

(d) that, after consultation with its financial advisor(s) and outside counsel, is reasonably likely to be consummated at the time and on the terms proposed, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and
(e) after receiving the advice of outside counsel, that failure to recommend such Acquisition Proposal to the Shareholders would be inconsistent with its fiduciary duties under applicable Laws;

“ Support Agreements ” means, collectively, the support agreements dated as of April 20, 2021 among Stratabound and each of Larry Phillips, William Tomlinson, Scott Rasenberg, Romspen, and R.W. Tomlinson setting forth setting forth the terms and conditions upon which they have agreed, among other things, to vote their California Gold Shares in favour of the Arrangement Resolution;

“ Supporting Securityholders ” means, collectively, the Securityholders who have entered into Support Agreements with Stratabound;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder, as amended from time to time;

“ Tax Proposal ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations ”;

“ Tax Regulations ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations ”;

“ taxable capital gain ” has the meaning ascribed thereto under the heading “ Certain Canadian Federal Income Tax Considerations – Residents of Canada – Taxation of Capital Gains and Capital Losses ”;

“ Termination Fee ” means $400,000;

“ Termination Fee Event ” has the meaning given to that term in Section 7.4(b) of the Arrangement Agreement;

“ Transfer Agent ” means TSX Trust Company;

“ TSXV ” means the TSX Venture Exchange;

“ TSXV Conditional Approval ” means the approval of the listing and posting for trading on the TSXV of the Consideration Shares and the Stratabound Shares issuable upon exercise of the Stratabound Replacement Warrants to be issued in connection with the Arrangement, subject only to the satisfaction of the customary listing conditions of the TSXV;

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended and the rules and regulations promulgated thereunder;

“ U.S. Holder ” has the meaning ascribed thereto under the heading “ United States Federal Income Tax Considerations for U.S. Holders – Scope of This Disclosure ”;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended and the rules and regulations promulgated thereunder;

“ U.S. Securities Laws ” means the U.S. Securities Act, the U.S. Exchange Act, and any applicable U.S. state securities Laws;

“ U.S. Treasury Regulations ” means the Treasury regulations promulgated under the Internal Revenue Code;

A-10

“ VIF ” means a Voting Instruction Form; and

“ Warrantholders ” means the holders of California Gold Warrants.

A-11

APPENDIX "B" ARRANGEMENT AGREEMENT

(begins on following page)

B-1

SEDAR VERSION

ARRANGEMENT AGREEMENT

THIS AGREEMENT made this 20[th] day of April, 2021

BETWEEN:

STRATABOUND MINERALS CORP. , a corporation existing under the laws of the Province of Alberta

( Stratabound )

and -

CALIFORNIA GOLD MINING INC. , a corporation existing under the laws of the Province of Ontario

( California Gold )

WHEREAS Stratabound proposes to acquire all of the issued and outstanding common shares of California Gold pursuant to the Arrangement (as hereinafter defined), as provided in this Agreement;

AND WHEREAS Stratabound and California Gold intend for the acquisition of California Gold to be carried out under the arrangement provisions of Section 182 of the OBCA (as hereinafter defined) on the terms and subject to the conditions set out in the Plan of Arrangement (as hereinafter defined);

AND WHEREAS the California Gold Special Committee (as hereinafter defined) has unanimously determined that the Arrangement is in the best interests of California Gold and has recommended to the California Gold Board (as hereinafter defined) that the California Gold Board recommend that the California Gold Shareholders (as hereinafter defined) vote in favour of the Arrangement Resolution (as hereinafter defined);

AND WHEREAS the California Gold Board, following receipt and review of the California Gold Fairness Opinion (as hereinafter defined), and the Stratabound Board (as hereinafter defined) have unanimously determined that the Arrangement is in the best interests of California Gold and Stratabound, respectively, and fair to their respective shareholders, and have resolved to support the Arrangement and enter into this Arrangement Agreement;

AND WHEREAS Stratabound has entered into the Support Agreements (as hereinafter defined) with the Supporting California Gold Shareholders, pursuant to which, among other things, such Supporting California Gold Shareholders agree, subject to the terms and conditions thereof, to vote their California Gold Shares (as hereinafter defined) now held and hereafter acquired by them in favour of the Arrangement Resolution;

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties covenant and agree as follows:

1. INTERPRETATION

1.1 Defined Terms

For the purpose of this Agreement, including the schedules to this Agreement, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

B-2

Acquisition Proposal means, with respect to California Gold, any offer, proposal or inquiry from any person or group of persons (other than from or with Stratabound or any of its affiliates), whether or not in writing and whether or not delivered to the shareholders of California Gold, after the date hereof relating to:

(i) any acquisition or purchase, direct or indirect, through one or more transactions, of (A) the assets of California Gold and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole or (B) 20% or more of any voting or equity securities of California Gold or any one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole; or
(ii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, take-over bid, tender offer, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving California Gold and/or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets of California Gold and its subsidiaries, taken as a whole,

Agreement means this arrangement agreement, including the recitals and all schedules to this agreement, together with the California Gold Disclosure Letter and the Stratabound Disclosure Letter, as amended or supplemented and/or restated from time to time and the terms "this Agreement", "hereof", "herein" and "hereunder" and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto;

Anti-Bribery Laws means the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 , the United Kingdom Bribery Act 2010 and the Extractive Sector Transparency Measures Act and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, Facilitation Payments or other benefits to, any Government Official or any other person;

Applicable Securities Laws means, with respect to any person, any and all applicable securities laws of the provinces of Canada and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the Securities Commissions, and the applicable rules and policies of the TSXV, the CSE and any other market or marketplace on which securities of Stratabound or California Gold, as applicable, are traded, listed or quoted;

Arrangement means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms thereof or this Agreement or made at the direction of the Court in the Final Order with the prior written consent of Stratabound and California Gold, each acting reasonably;

Arrangement Resolution means the special resolution approving the Plan of Arrangement to be considered at the California Gold Meeting, substantially in the form set out in Schedule A and any amendment or variation thereto made in accordance with the provisions of this Agreement or made at the direction of the Court in the Interim Order with the prior written consent of Stratabound and California Gold, each acting reasonably;

Articles of Arrangement means the articles of arrangement of California Gold in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Parties, each acting reasonably;

B-3

Audited Financial Statements means the audited consolidated financial statements of Stratabound or California Gold, as the case may be, for the years ended August 31, 2020 and 2019, or December 31, 2020 and 2019, together with the auditors’ report thereon and the notes thereto;

Business Day means any day other than a Saturday, Sunday or statutory or civic holiday in the city of Toronto, Ontario;

California Gold Board means the board of directors of California Gold, as constituted from time to time;

California Gold Board Recommendation has the meaning given to that term in Section 2.4(d)(i);

California Gold Change in Recommendation has the meaning given to that term in Section 7.2(d)(ii);

California Gold Circular means the notice of the California Gold Meeting, and accompanying information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to the California Gold Shareholders in connection with the California Gold Meeting, as amended, supplemented or otherwise modified from time to time;

California Gold Data Room means that certain electronic data room established and maintained by California Gold to which Stratabound and its Representatives have been granted access;

California Gold Disclosure Documents means all forms, reports, schedules, statements, certifications and other documents, including without limitation, all press releases, material change reports, information circulars, annual information forms, financial statements, technical reports, business acquisition reports, prospectuses and other documents required to be filed by California Gold pursuant to Applicable Securities Laws since May 31, 2014;

California Gold Disclosure Letter means the disclosure letter executed by California Gold and delivered to Stratabound concurrently with the execution of this Agreement;

California Gold Dissent Rights means the rights of dissent of California Gold Shareholders in respect of the Arrangement Resolution as contemplated in the Plan of Arrangement;

California Gold Fairness Opinion means the opinion of INFOR Financial Inc. to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration is fair, from a financial point of view, to the California Gold Shareholders, other than Stratabound and its affiliates;

California Gold Meeting means the special meeting of California Gold Shareholders including any adjournment or postponement of such meeting in accordance with the terms of this Agreement, to be called and held to secure California Gold Shareholder Approval and for any other purpose as may be set out in the California Gold Circular;

California Gold Options means the outstanding options of California Gold, whether or not vested, entitling the holders thereof to receive California Gold Shares pursuant to the California Gold Stock Option Plan;

California Gold Related Persons has the meaning given to that term in Section 4.1(b)(iii);

California Gold Shareholder means a registered or beneficial holder of California Gold Shares, as the context requires;

California Gold Shareholder Approval has the meaning given to that term in Section 2.2(b);

California Gold Shares means the common shares in the capital of California Gold;

B-4

California Gold Special Committee means the Committee of the California Gold Board comprised of Larry Phillips, Scott Rasenberg, and William Tomlinson;

California Gold Stock Option Plan means the California Gold stock option plan as adopted and approved by the California Gold Shareholders on January 19, 2010, as most recently amended and approved by the California Gold Shareholders on May 14, 2018;

California Gold Subsidiaries means, collectively, all of the subsidiaries of California Gold listed in Schedule D hereto and California Gold Subsidiary means any one of them;

California Gold Superior Proposal Notice has the meaning given to that term in Section 6.4(a)(i);

California Gold Warrantholders means the registered holders of California Gold Warrants;

California Gold Warrants means the common share purchase warrants of California Gold described on Schedule E;

Captain Copper/Cobalt Project means the copper/cobalt project located in the Bathurst Mining Camp in northeast New Brunswick, Canada ;

Captain Copper/Cobalt Technical Report means the report dated effective November 23, 2011, entitled “Preliminary Economic Assessment on the Captain, CNE, and Taylor Brook VMS Deposits, New Brunswick, Canada”, prepared by Mike McLaughlin, P.Eng., Daniel Coley, P.Eng., Paul Daigle, P.Geo., Robert Morrison, P.Geo., Daniel Gagnon, P.Eng., Michael P. Cullen, P.Geo., Doug Ramsey, R.P. Bio. (BC) of Tetra Tech WEI Inc., in accordance with NI 43-101;

Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement;

Confidentiality Agreement means the mutual confidentiality agreement entered into by Stratabound and California Gold, among others, dated March 10, 2020;

Consideration means the consideration to be received pursuant to the Plan of Arrangement in respect of each California Gold Share that is issued and outstanding immediately prior to the Effective Time, consisting of that number of Consideration Shares as is equal to the Exchange Ratio;

Consideration Shares means the Stratabound Shares to be issued in exchange for California Gold Shares pursuant to the Arrangement;

Contaminant means and includes, without limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law;

Contract means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking to which a person or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

Court means the Ontario Superior Court of Justice ( Commercial List );

“ CSE ” means the Canadian Securities Exchange;

B-5

Depositary means such person agreed to in writing by the Parties, acting reasonably, for the purposes of, among other things, exchanging certificates representing the California Gold Shares for the Consideration Shares;

Dingman Project means the gold project located on the boundary between Madoc and Marmora Townships in Hastings County, southeastern Ontario, approximately 175 km northeast of Toronto, Ontario, and 55 km north of Belleville, Ontario;

Dingman Technical Report means the report dated effective April 30, 2013, entitled “Technical Report on the Preliminary Economic Assessment of the Dingman Gold Project, Madoc, Southern Ontario, Canada”, prepared by Jason J. Cox, P.Eng. and William E. Roscoe, Ph.D., P.Eng. of Roscoe Postle Associates Inc. in accordance with NI 43-101;

Director means the Director appointed pursuant to Section 278 of the OBCA;

distribution means distribution for the purposes of Applicable Securities Laws or any of them;

Effective Date means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

Effective Time means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree in writing before the Effective Date;

Employee Plans means, collectively, any retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise that is contributed to, or required to be contributed to, by a person for the benefit of any current or former director, officer, employee or consultant of such person or its subsidiary;

Environmental Activity means and includes, without limitation, any past, present or future activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

Environmental Laws means and includes, without limitation, any and all applicable international, federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity;

Exchange Ratio means 1.00;

Facilitation Payment means a payment to facilitate or expedite performance of a routine governmental action which is an action which is commonly performed by a Government Official, other than a payment of standard official fees or charges;

Final Order means the final order of the Court pursuant to Section 182 of the OBCA in a form acceptable to the Parties, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

B-6

Financial Statements means, as the case may be, the Audited Financial Statements and the unaudited condensed interim consolidated financial statements of California Gold or Stratabound, as the case may be, for the three months ended November 30, 2020 or September 30, 2020, together with the related notes thereto;

Fremont Project means the Fremont gold project covering 3,351 acres in Mariposa County in California, United States of America;

Fremont Technical Report means the report dated effective December 9, 2016, entitled “Technical Report on the Fremont Project, Mariposa County, State Of California, U.S.A.” prepared by Tudorel Ciuculescu, M.Sc., P.Geo. of Roscoe Postle Associates Inc., in accordance with NI 43-101;

Golden Culvert Project means the gold project located approximately 20 kilometres northeast of Golden Predator Mining Corp.’s 3 Aces and Aben Resources Ltd.’s Justin Gold Project in the southeast Yukon Territory in the Yukon Territory;

Golden Culvert Technical Report means the report dated effective February 12, 2018, entitled “Technical Report on the Golden Culvert and Little Hyland Properties, Watson Lake District, Yukon Territory, Canada” prepared by Marty Huber, P.Geo of Breakaway Exploration Management Inc., in accordance with NI 43-101;

Governmental Entity means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority and, for greater certainty, the Securities Commissions, the TSXV and the TSX;

Government Official means any official or employee of any government (which for greater certainty shall include any elected Aboriginal body), or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; candidate for political office, officer or employee of a public international organization, such as the United Nations or the World Bank, or immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing;

IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time applied on a consistent basis;

Interim Order means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Consideration Shares and the Stratabound Replacement Warrants pursuant to the Arrangement, in a form acceptable to the Parties, each acting reasonably, providing for, among other things, the calling and holding of the California Gold Meeting, as such order may be amended by the Court with the consent of the Parties, each acting reasonably;

Laws means any and all laws (statutory, common or otherwise), statutes, regulations, statutory rules, regulatory instruments, principles of law, orders, injunctions, judgments, published policies and guidelines (to the extent that they have the force of law), and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

Liens means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable, whether or not consensual or arising by law (statutory or otherwise) and whether or not contingent or absolute, including any mortgage, lien, charge, pledge or security interest, whether fixed or

B-7

floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy any property or assets;

Matching Period has the meaning given to that term in Section 6.4(a)(v);

Material Adverse Change means, with respect to any person, any one or more changes, events or occurrences or developments, and Material Adverse Effect , means, with respect to any person, any event, change, circumstance, occurrence, effect, fact, or state of being which has or would reasonably be expected to have, a material and adverse effect on the assets, liabilities (absolute, accrued, contingent or otherwise), affairs, business, capital, condition (financial or otherwise), or operations of the person and its subsidiaries taken as a whole, provided that it shall not include any such event, change, circumstance, occurrence, effect, fact, or state of being arising out of, relating directly or indirectly to, resulting from, as applicable:

(i) the announcement of the execution of this Agreement or the transactions contemplated herein or the performance of the covenants and obligations herein;
(ii) any action taken (or omitted to be taken) upon written request of the other Party;
(iii) changes in the U.S. or Canadian economy or securities markets in general;
(iv) changes or developments in or relating to currency exchange, interest rates or rates of inflation;
(v) changes in applicable Laws (other than orders, judgments decrees against Stratabound or California Gold, as the case may be, or any of its subsidiaries) or in IFRS;
(vi) acts of God, any natural disaster or any climatic or other natural events or conditions;
(vii) changes generally affecting the global mining industry and the phosphate markets;
(viii) any change in global, national or regional political conditions (including any acts of terrorism or the outbreak of war or escalation or worsening thereof) or in general economic, business, regulatory, political conditions; or
(ix) any decrease in the market price or any decline in the trading volume of the securities of a person (it being understood, however, that any event, change or effect causing or contributing to any such decreases in market price may constitute a Material Adverse Effect and may be taken into account in determining whether a Material Adverse Effect has occurred),

except where any such change referred to in clauses (iii) through (vi) above has a materially disproportionate effect on the person or any of its subsidiaries;

Material Contract means, with respect to Stratabound or California Gold, as the case may be, (A) any agreement which requires future expenditures by such person or a subsidiary thereof in excess of $100,000 in the aggregate or which might result in payments to such person or a subsidiary thereof in excess of $100,000 in any calendar year, (B) any purchase or task order which might result in payments to such person or a subsidiary thereof in excess of $500,000 in any calendar year, (C) any employment agreements (not including at-will employment letters with employees) with any employee of such person earning an annual salary of $100,000 or greater, (D) any agreement that is or would be required to be filed with the Securities Commissions through SEDAR and (E) any Contract the violation of which, or default under which, by such person or a subsidiary thereof, on the one hand, or the other party(ies) to such Contract, on the other hand, could reasonably be expected to result in a Material Adverse Effect;

material fact has the meaning ascribed thereto in the Securities Act;

B-8

McIntyre Gold Project means the gold project located adjacent to Highway 180 about 80 kilometres west of Bathurst, New Brunswick;

MI 61-101 means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;

misrepresentation means a misrepresentation for the purposes of Applicable Securities Laws or any of them;

NI 43-101 means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

NI 51-102 means National Instrument 51-102 – Continuous Disclosure Obligations ;

OBCA means the Business Corporations Act (Ontario);

Ordinary Course means, with respect to an action taken by Stratabound or California Gold, as the case may be, that such action is taken in the ordinary course of the normal day-to-day operations of the business of Stratabound or California Gold, as the case may be consistent with past practices;

Outside Date has the meaning given to that term in Section 7.2(b)(iii);

Parties means the parties to this Agreement and Party means one of them;

person has the meaning ascribed thereto in the Securities Act;

Plan of Arrangement means the plan of arrangement of California Gold substantially in the form and content of Schedule B hereto and any amendments or variations thereto made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order and acceptable to the Parties, each acting reasonably;

Pre-Effective Date Period means the period from and including the date hereof to and including the earlier of the Effective Time and the date of termination of this Agreement pursuant to Article 7;

Purchaser Fee has the meaning given to that term in Section 7.4(d);

Regulatory Approval means any consent, waiver, permit, exemption, consent, review, ruling, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by applicable Law or a Governmental Entity, in each case required in connection with the transactions contemplated by this Agreement;

Representatives means the officers, directors, employees, financial advisors, legal counsel, accountants and other agents and representatives of a person;

Securities Act means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

Securities Commissions means the Ontario Securities Commission and the applicable securities regulatory authority of a province or territory of Canada;

SEC means the United States Securities and Exchange Commission;

SEDAR means the System for Electronic Document Analysis and Retrieval;

Stratabound Board means the board of directors of Stratabound, as constituted from time to time;

B-9

Stratabound Data Room means that certain electronic data room established and maintained by Stratabound to which California Gold and its Representatives have been granted access;

Stratabound Disclosure Documents means all forms, reports, schedules, statements, certifications and other documents, including without limitation, all press releases, material change reports, information circulars, annual information forms, financial statements, technical reports, business acquisition reports, prospectuses and other documents required to be filed by Stratabound pursuant to Applicable Securities Laws since May 30, 2014;

Stratabound Disclosure Letter means the disclosure letter executed by Stratabound and delivered to California Gold concurrently with the execution of this Agreement;

Stratabound Replacement Warrant means an ordinary share purchase warrant to acquire a Stratabound Share issued pursuant to the Plan of Arrangement in replacement of a California Gold Warrant;

Stratabound Shareholder means a registered or beneficial holder of Stratabound Shares, as the context requires;

Stratabound Shares means the common shares in the capital of Stratabound;

Stratabound Subsidiaries means, collectively, all of the subsidiaries of Stratabound listed in Schedule C hereto and Stratabound Subsidiary means any one of them;

subsidiary means a subsidiary as defined under the Securities Act, as constituted at the date of this Agreement;

Superior Proposal means a written bona fide Acquisition Proposal made by a third party and in respect of which the California Gold Board determines in good faith:

(i) that the funds or other consideration necessary to complete the Acquisition Proposal are or are reasonably likely to be available to fund completion of the Acquisition Proposal at the time and on the basis set out therein;
(ii) that is not subject to a due diligence or access condition;
(iii) that, after consultation with its financial advisor(s), would or would be reasonably likely to, if consummated in accordance with its terms, result in a transaction that is more favourable to the California Gold Shareholders from a financial point of view than the transactions contemplated in this Agreement;
(iv) that, after consultation with its financial advisor(s) and outside counsel, is reasonably likely to be consummated at the time and on the terms proposed, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and
(v) after receiving the advice of outside counsel, that failure to recommend such Acquisition Proposal to the California Gold Shareholders would be inconsistent with its fiduciary duties under applicable Laws;

Support Agreements means, collectively, the support agreements dated as of the date hereof among Stratabound and each of the Supporting California Gold Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their California Gold Shares in favour of the Arrangement Resolution;

Supporting California Gold Shareholders means each of the directors and executive officers of California Gold who are also California Gold Shareholders, R.W. Tomlinson Limited and Romspen Investment Corporation;

B-10

Termination Fee has the meaning given to that term in Section 7.4(b);

Termination Fee Event has the meaning given to that term in Section 7.4(b);

TSXV means the TSX Venture Exchange;

TSXV Conditional Approval means the approval of the listing and posting for trading on the TSXV of the Consideration Shares and the Stratabound Shares issuable upon exercise of the Stratabound Replacement Warrants to be issued in connection with the Arrangement, subject only to the satisfaction of the customary listing conditions of the TSXV;

United States or U.S. means the United States of America, its territories and possessions, any State of the United States and the District of Columbia ;

U.S. Exchange Act means the United States Securities Exchange Act of 1934 , as amended and the rules and regulations promulgated thereunder;

U.S. Securities Act means the United States Securities Act of 1933 , as amended and the rules and regulations promulgated thereunder; and

U.S. Securities Laws means the U.S. Securities Act, the U.S. Exchange Act, and any applicable U.S. state securities laws.

1.2 Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian dollars.

1.3 Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section or a schedule refers to the specified Article or Section of, or schedule to, this Agreement.

1.4 Statutes

Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Including

Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

1.7 Number, Gender and Persons

In this Agreement, words importing the singular number only shall include the plural and vice versa , words importing gender shall include all genders and words importing persons shall include individuals, corporations,

B-11

partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

1.8 Knowledge

Where any representation or warranty or other statement is expressly qualified by reference to the “knowledge of Stratabound” or “knowledge of California Gold”, used in respect of Stratabound and California Gold, it shall be deemed to refer to the actual knowledge, after making reasonable inquiries regarding the relevant matter, of: (a) in the case of Stratabound, R. Kim Tyler, Chief Executive Officer, Christina Wu, Chief Financial Officer and Terrence Byberg, Executive Vice President and Director; and (b) in the case of California Gold, Larry Phillips, Interim President and Chief Executive Officer, Scott Rasenberg, Chairman, Louis Nagy, Chief Financial Officer and William Tomlinson, Director.

1.9 Entire Agreement

This Agreement constitutes, together with the Confidentiality Agreement, the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this Agreement and the Confidentiality Agreement.

1.10 Governing Law

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each of the Parties hereto hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

1.11 Schedules

The following schedules are annexed to this Agreement and are hereby incorporated by reference into this Agreement and form an integral part hereof:

Schedule A	-	Arrangement Resolution
Schedule B	-	Plan of Arrangement
Schedule C	-	Stratabound Subsidiaries
Schedule D	-	California Gold Subsidiaries
Schedule E	-	California Gold Options and California Gold Warrants
Schedule F	-	Representations and Warranties of Stratabound
Schedule G	-	Representations and Warranties of California Gold

2. ARRANGEMENT

2.1 Plan of Arrangement

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as is reasonably practicable following the execution of this Agreement and, in any event, in sufficient time to hold the California Gold Meeting in accordance with Section 2.3, California Gold shall apply to the Court in a manner acceptable to Stratabound, acting reasonably, pursuant to Section 182 of the OBCA and, in cooperation with Stratabound, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

B-12

(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the California Gold Meeting and for the manner in which such notice is to be provided;
(b) that the securities of California Gold which shall be entitled to be voted by their holders on the Arrangement Resolution shall be the California Gold Shares;
(c) that the required level of approval for the Arrangement Resolution shall be (a) at least two-thirds of the votes cast on the Arrangement Resolution by California Gold Shareholders present in person or represented by proxy at the California Gold Meeting and (b) such minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one (1) vote on the Arrangement Resolution (the California Gold Shareholder Approval );
(d) that, in all other respects, the terms, restrictions and conditions of California Gold’s constating documents, including quorum requirements and all other matters, shall apply in respect of the California Gold Meeting;
(e) that California Gold and Stratabound intend to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Consideration Shares and the issuance and exchange of the Stratabound Replacement Warrants pursuant to the Arrangement, based and conditioned upon the Court’s approval of the Arrangement and determination that the Arrangement is fair and reasonable to California Gold Shareholders and California Gold Warrantholders, following a hearing and after considering of the substantive and procedural terms and conditions thereof;
(f) for the grant of the California Gold Dissent Rights to those California Gold Shareholders who are registered California Gold Shareholders as contemplated in the Plan of Arrangement;
(g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(h) that the California Gold Meeting may be adjourned or postponed from time to time by California Gold in accordance with the terms of this Agreement without the need for additional approval of the Court;
(i) confirmation of the record date for the purposes of determining the California Gold Shareholders entitled to notice of and to vote at the California Gold Meeting in accordance with the Interim Order and that the record date for the California Gold Shareholders entitled to notice of and to vote at the California Gold Meeting will not change in respect of any adjournment(s) or postponement(s) of the California Gold Meeting, unless required by applicable Law; and
(j) for such other matters as Stratabound may reasonably require, subject to obtaining the prior consent of California Gold, such consent not to be unreasonably withheld or delayed.

2.3 California Gold Meeting

Subject to the terms and conditions of this Agreement and the Interim Order, California Gold shall:

(a) convene and conduct the California Gold Meeting in accordance with the Interim Order, California Gold’s constating documents and applicable Law and, in any event, on or before July 15, 2021 (and, in this regard, California Gold shall abridge, as necessary, any time periods that may be abridged under Applicable Securities Laws), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the California Gold Meeting without the prior written consent of Stratabound, such consent not to be unreasonably withheld or delayed, except in the case of an adjournment: (i) permitted under this Agreement; (ii) as required for quorum purposes or as required by applicable Law or a Governmental Entity; or (iii) for the purpose of attempting to obtain the requisite approval of the Arrangement Resolution;

B-13

(b) subject to compliance by the directors and officers of California Gold with their fiduciary duties, solicit proxies from California Gold Shareholders in favour of the Arrangement Resolution and against any resolution submitted by any California Gold Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by Stratabound, acting reasonably and at Stratabound’s expense, using dealer and proxy solicitation services firms and cooperating with any persons engaged by Stratabound to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) if applicable, provide Stratabound with copies of or access to information regarding the California Gold Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Stratabound, acting reasonably;
(d) consult with Stratabound in fixing the date of the California Gold Meeting, give notice to Stratabound of the California Gold Meeting and allow Stratabound’s respective Representatives to attend the California Gold Meeting;
(e) promptly advise Stratabound, at such times as it may reasonably request and at least on a daily basis on each of the last five (5) Business Days prior to the date of the California Gold Meeting, as to the aggregate tally of the proxies received by California Gold in respect of the California Gold Shareholder Approval; and
(f) subject to applicable Laws, at the request of Stratabound, acting reasonably and at Stratabound’s expense, from time to time provide Stratabound with a list (in both written and electronic form) of (i) the registered California Gold Shareholders, together with their addresses and respective holdings of California Gold Shares, (ii) the names, addresses and holdings of all persons having rights issued by California Gold to acquire California Gold Shares, and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of California Gold Shares, together with their addresses and respective holdings of California Gold Shares. Subject to applicable Laws, California Gold shall from time to time require that its registrar and transfer agent furnish Stratabound with such additional information, including updated or additional lists of California Gold Shareholders, and lists of securities positions and other assistance as Stratabound may reasonably request in order to be able to communicate with respect to the California Gold Shareholder Approval with the California Gold Shareholders and with such other persons as are entitled to vote on the Arrangement Resolution.

2.4 California Gold Circular

(a) As soon as is reasonably practicable following the execution of this Agreement, California Gold shall, in consultation with Stratabound, prepare the California Gold Circular together with any other documents required by applicable Laws in connection with the California Gold Meeting.
(b) As soon as is reasonably practicable following issuance of the Interim Order, California Gold shall cause the California Gold Circular to be sent to the California Gold Shareholders and California Gold Warrantholders and any other person as required by applicable Laws, in each case so as to permit the California Gold Meeting to be held by the date specified in Section 2.3(a) above.
(c) California Gold shall ensure that the California Gold Circular complies in all material respects with applicable Laws, does not contain any misrepresentation (other than with respect to any information relating to and provided by Stratabound) and provides the California Gold Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before them at the California Gold Meeting. Each of Stratabound and California Gold acknowledges that no other Party shall be responsible for ensuring the completeness, accuracy or sufficiency of any information relating to it or its respective subsidiaries.

B-14

(d) Without limiting the generality of the foregoing but subject to abstentions and any fiduciary obligations of the California Gold Board, the California Gold Circular shall include:
(i) a statement that the California Gold Special Committee, and the California Gold Board based on the recommendation of the California Gold Special Committee, has unanimously, after receiving legal and financial advice, including the California Gold Fairness Opinion, determined that, subject to the scope of review, assumptions and limitations set out in the California Gold Fairness Opinion, the Arrangement is fair from a financial point of view to the California Gold Shareholders, other than Stratabound and its affiliates, and in the best interests of California Gold and that the California Gold Board recommends that the California Gold Shareholders vote in favour of the Arrangement Resolution (the California Gold Board Recommendation );
(ii) a statement that each Supporting California Gold Shareholder intends to vote all of such person’s California Gold Shares in favour of the Arrangement Resolution and against any resolution submitted by any California Gold Shareholder that is inconsistent with the Arrangement Resolution, subject to the terms of this Agreement and the applicable Support Agreements;
(iii) a written copy of the California Gold Fairness Opinion;
(iv) any disclosure required to be made to qualify any benefits to be received by related parties of California Gold or Stratabound or for the exceptions to the definition of collateral benefit under MI 61-101.
(e) The matters to be considered by California Gold Shareholders at the California Gold Meeting and to be described in the California Gold Circular shall be limited to matters related to the Arrangement, and no additional general or special business of California Gold shall be included in the business of the California Gold Meeting or described in the California Gold Circular, except with the prior written consent of Stratabound, acting reasonably.
(f) Stratabound and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the California Gold Circular and other related documents, and reasonable consideration shall be given to any comments made by Stratabound and its counsel; provided, however, that:
(i) all information relating solely to Stratabound, its affiliates and the Stratabound Shares included in the California Gold Circular must be in a form and content satisfactory to Stratabound, acting reasonably; and
(ii) all information relating solely to California Gold, its affiliates and the California Gold Shares included in the California Gold Circular must be in a form and content satisfactory to California Gold, acting reasonably.
(g) Stratabound shall promptly provide to California Gold all necessary information concerning Stratabound that is required by applicable Law to be included in the California Gold Circular or other related documents. Stratabound shall also use commercially reasonable efforts to obtain any necessary consents from its auditors, technical consultants and any other advisors to the use of any financial, technical or other expert information required to be included or incorporated by reference in the California Gold Circular and to the identification in the California Gold Circular of each such advisor. Stratabound shall ensure that such information is complete and accurate in all material respects, complies in all material respects with applicable Laws and, without limiting the generality of the foregoing, does not include any misrepresentation.
(h) Each Party hereby indemnifies and saves harmless the other Party, its subsidiaries and the Representatives of such other Party and/or its subsidiaries from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the other Party, its subsidiaries or any

B-15

Representatives of such Party and/or its subsidiaries may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the California Gold Circular that was provided by such Party pursuant to the terms hereof, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a misrepresentation or alleged misrepresentation.

(i) Each Party shall promptly notify the other Party if it becomes aware that the California Gold Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and California Gold shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the California Gold Shareholders and, if required by applicable Laws, file the same with any Governmental Entity as required.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the California Gold Meeting as provided for in the Interim Order, then, subject to the terms of this Agreement, California Gold shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable and, in any event, within three Business Days following the approval of the Arrangement Resolution at the California Gold Meeting, provided that, in recognition of the fact that the normal Court operations may be disrupted in response to the COVID-19 pandemic, the foregoing deadline may be extended until the earliest possible date on which the Court grants a hearing date for these purposes.

2.6 Court Proceedings

Subject to the terms of this Agreement, Stratabound will co-operate with and assist California Gold in seeking the Interim Order and the Final Order, including by providing California Gold on a timely basis any information reasonably required to be supplied by Stratabound in connection therewith. California Gold will provide legal counsel to Stratabound with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, California Gold will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with Stratabound’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall require Stratabound to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Stratabound’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. California Gold shall also provide to Stratabound’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on California Gold in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by California Gold indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. California Gold will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, California Gold will not object to legal counsel to Stratabound making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that California Gold is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. California Gold will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, California Gold is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and co-operation with, Stratabound.

2.7 Articles of Arrangement and Effective Date

(a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement, as it may be amended in accordance with the terms hereof,

B-16

thereof or at the direction of the Court. Subject to the Interim Order, the Final Order and any Law, California Gold agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with the terms thereof to add, remove or amend any steps or terms determined to be necessary or desirable by Stratabound, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which (i) is prejudicial to California Gold, California Gold Shareholders or other persons bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement, (ii) creates a reasonable risk of delaying, impairing or impeding in any material respect the receipt of any Regulatory Approval, or (iii) would require California Gold to take any action in contravention of any Law or its constating documents.

(b) California Gold shall send the Articles of Arrangement to the Director on the fifth Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party in whose favour the condition is, and subject to applicable Law, of the conditions (excluding conditions that, by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party in whose favour the condition is, of those conditions as of the Effective Date) set forth in Section 5.1, unless another time or date is agreed to in writing by the Parties.

2.8 Payment of Consideration

Stratabound will, following receipt by California Gold of the Final Order, deliver into escrow with the Depositary an irrevocable treasury direction with respect to the Consideration Shares to be issued to the California Gold Shareholders pursuant to the Plan of Arrangement.

2.9 U.S. Securities Laws

The Parties agree that the Arrangement will be carried out with the intention that all Consideration Shares issued to California Gold Shareholders and all Stratabound Replacement Warrants issued to California Gold Warrantholders will be issued and exchanged by Stratabound upon completion of the Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act prior to the hearing required to issue the Interim Order;
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the California Gold Shareholders and California Gold Warrantholders;
(d) California Gold will ensure that each person entitled to receive Consideration Shares or Stratabound Replacement Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) each person entitled to receive Consideration Shares or Stratabound Replacement Warrants will be advised that such securities, as applicable, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Stratabound in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;
(f) California Gold Warrantholders entitled to receive Stratabound Replacement Warrants will be advised that the Stratabound Replacement Warrants issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by Stratabound in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such securities; therefore, the ordinary

B-17

shares of Stratabound otherwise issuable upon exercise of the Stratabound Replacement Warrants cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and the Stratabound Replacement Warrants may only be exercised pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any;

(g) each California Gold Shareholder and California Gold Warrantholder will be advised that with respect to securities issued to persons who are “affiliates” (as such term is defined under Rule 144 under the U.S. Securities Act) of Stratabound or persons who have been “affiliates” of Stratabound within 90 days prior to the Effective Date, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;
(h) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the California Gold Shareholders and California Gold Warrantholders;
(i) the Interim Order approving the California Gold Meeting will specify that each California Gold Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and
(j) California Gold shall request that the Final Order shall include a statement to substantially the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Stratabound, pursuant to the Plan of Arrangement."

2.10 Withholding Taxes

Stratabound, California Gold and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any California Gold Shareholder under the Plan of Arrangement such amounts as Stratabound, the Company or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Laws in respect of taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to the California Gold Shareholders in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

2.11 Treatment of California Gold Options and California Gold Warrants

(a) Schedule E sets out the particulars of (i) the California Gold Options outstanding as at the date hereof, and (ii) the California Gold Warrants outstanding as at the date hereof.
(b) In accordance with the Plan of Arrangement, the California Gold Board shall (i) authorize the Corporation to provide notice in writing to each holder of California Gold Options advising such holder that all such options will expire one Business Day prior to the date on which the Arrangement is completed, and (ii) ensure that each holder shall have the right to exercise, up to such expiry time, all options then held by such holder. California Gold and Stratabound acknowledge and agree that any California Gold Shares issuable upon the exercise of the California Gold Options shall form part of the Arrangement.
(c) In accordance with the Plan of Arrangement, all California Gold Warrants that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof be

B-18

transferred and assigned (free and clear of all Liens) by the holders thereof to Stratabound and Stratabound Replacement Warrants shall be issued to such holders in exchange for such California Gold Warrants pursuant to the Arrangement on the basis that:

(i) such Stratabound Replacement Warrants will be exercisable to acquire that number of Stratabound Shares as is equal to the Exchange Ratio multiplied by the number of California Gold Shares that the holders of California Gold Warrants so transferred and assigned would have acquired if such holders had exercised such California Gold Warrants immediately prior to the Effective Time; provided, however, that if the foregoing would otherwise result in a holder of California Gold Warrants receiving, in the aggregate, Stratabound Replacement Warrants exercisable for a fraction of an Stratabound Share, the aggregate number of Stratabound Replacement Warrants received in exchange for such holder's California Gold Warrants shall be determined in accordance with the provisions of Section 2.3(d) of the Plan of Arrangement;
(ii) the exercise price of each such Stratabound Replacement Warrant shall be equal to the exercise price per California Gold Warrant divided by the Exchange Ratio; and
(iii) the terms and conditions otherwise applicable to the California Gold Warrants shall be unamended as a result of the Arrangement and be reflected in the Stratabound Replacement Warrants, except that any opinion of counsel required to be delivered upon any transfer of any Stratabound Replacement Warrant shall be at the sole expense of Stratabound.

Each California Gold Warrant transferred and assigned to Stratabound and exchanged for Stratabound Replacement Warrants in accordance with this Section 2.11(c) and the Plan of Arrangement, shall be cancelled immediately following such transfer, without any further action by or on behalf of Stratabound, and Stratabound shall be deemed to have executed and delivered all consents, approvals, releases, assignments and waivers, statutory, contractual or otherwise, required to cancel such California Gold Warrants in accordance with this Section 2.11(c).

2.12 Officers and Employees

All members of the California Gold Board and senior management of California Gold shall resign as of the Effective Time.

2.13 Officers and Employees

Immediately after the Effective Time, the Stratabound Board shall be comprised of 7 directors, consisting of: (i) five members of the current Stratabound Board; and (ii) two persons nominated by California Gold (the “ California Gold Nominees ”), and the Stratabound Board shall take all necessary steps to appoint the California Gold Nominees in accordance with the foregoing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Stratabound

Stratabound represents and warrants to California Gold as set forth in Schedule F and acknowledges that California Gold is relying on such representations and warranties in connection with the entering into of this Agreement.

3.2 Representations and Warranties of California Gold

California Gold represents and warrants to Stratabound as set forth in Schedule G and acknowledges that Stratabound is relying on such representations and warranties in connection with the entering into of this Agreement.

B-19

3.3 Investigation and Survival of Representations and Warranties

(a) Any investigation by a Party or its Representatives shall not mitigate, diminish or affect the representations and warranties of the other Party pursuant to this Agreement.
(b) For greater certainty, the representations and warranties of California Gold to Stratabound and of Stratabound to California Gold shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

4. COVENANTS

4.1 Conduct of Business of California Gold

(a) During the Pre-Effective Date Period, California Gold shall use commercially reasonable efforts to conduct its business only in the Ordinary Course and in compliance with applicable Laws.
(b) Without limiting the generality of Section 4.1(a), California Gold covenants and agrees that during the Pre-Effective Date Period, neither California Gold nor any of the California Gold Subsidiaries will, unless otherwise contemplated herein, required by applicable Law or at the request of the CSE:
(i) (A) amend its articles or by-laws (or equivalent documents in foreign jurisdictions); (B) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares, property or otherwise) in respect of its outstanding share capital (including the California Gold Shares); (C) issue or agree to issue any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, share capital, except pursuant to any existing securities issued under existing stock option plans and share incentive plans or pursuant to any existing outstanding convertible securities, including the California Gold Option Plan and California Gold Warrants; (D) redeem, purchase or otherwise acquire any of its outstanding share capital (including the California Gold Shares) or other securities; (E) split, combine or reclassify any of its share capital (including the California Gold Shares) or reduce the stated capital; (F) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation, arrangement or reorganization; or (G) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(ii) except with the written consent of Stratabound, such consent not to be unreasonably withheld, directly or indirectly: (A) sell, pledge, dispose of or encumber (including creating any Lien on) any assets having an individual value in excess of $20,000; (B) expend or commit to expend more than $20,000 in the aggregate in respect of any capital expenditures; (C) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer; (D) acquire any assets with an acquisition cost in excess of $20,000 in the aggregate; (E) incur any indebtedness for borrowed money in excess of existing credit facilities or in respect of intercompany debt (existing or to be incurred), or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or entity, or make any loans or advances, other than in the Ordinary Course or in respect of the transaction contemplated hereby; (F) authorize, recommend or propose any release or relinquishment of any material contract; (G) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material contract; (H) enter into or terminate any hedges, swaps or other financial instruments or like transactions; or (I) authorize any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;

B-20

(iii) make any payments or provide any additional benefits or entitlements to any director, officer, employee or consultant of California Gold, or to any other non-arm's length person (collectively, the California Gold Related Persons ), other than the payment of salaries, directors fees, expense reimbursements or consulting fees or severance to the California Gold Related Persons for services provided in the Ordinary Course; and
(iv) grant any California Gold Related Person an increase in compensation in any form, grant any general salary increase, take any action with respect to the amendment or grant of any severance or termination pay policies or arrangements for any California Gold Related Person, except as otherwise contemplated hereby.
(c) California Gold shall use its commercially reasonable efforts to, at California Gold's expense, during the Pre-Effective Date Period:
(i) retain the present employees;
(ii) maintain in force its current policies of insurance and pay all premiums in respect of such insurance policies that become due after the date hereof; and
(iii) maintain and preserve the assets of California Gold and the California Gold Subsidiaries to keep such assets in substantially the same state or condition as at the date hereof, reasonable wear and tear excepted; provided that, California Gold will not be required to make any expenditures outside of the Ordinary Course or that would result in California Gold being in violation of this Agreement.

4.2 Performance of Acts

(a) California Gold shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement that are necessary to satisfy its obligations under this Agreement, co-operate with Stratabound in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, California Gold shall and, where appropriate, shall cause each California Gold Subsidiary to use commercially reasonable efforts to:
(i) obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any Contract;
(ii) defend, at California Gold’s expense, all lawsuits or other legal, regulatory or other proceedings against California Gold or any California Gold Subsidiary challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and have lifted or rescinded any injunction or restraining order or other order relating to California Gold or any California Gold Subsidiary which may materially adversely affect the ability of the Parties to consummate the transaction contemplated by this Agreement; and
(iii) satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on California Gold or any California Gold Subsidiary with respect to the transactions contemplated by this Agreement.
(b) Stratabound shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement that are necessary to satisfy its obligations under this Agreement, co-operate with California Gold in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing,

B-21

Stratabound shall and, where appropriate, shall cause each Stratabound Subsidiary to use commercially reasonable efforts to:

(i) obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any Contract;
(ii) defend all lawsuits or other legal, regulatory or other proceedings against Stratabound or any Stratabound Subsidiary challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and have lifted or rescinded any injunction or restraining order or other order relating to Stratabound or any Stratabound Subsidiary which may materially adversely affect the ability of the Parties to consummate the transaction contemplated by this Agreement; and
(iii) satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on Stratabound or any Stratabound Subsidiary with respect to the transactions contemplated by this Agreement; and
(iv) provide such assistance as may be reasonably requested by California Gold for the purposes of completing the California Gold Meeting including that Stratabound shall and, where appropriate, shall cause its affiliates to vote any and all California Gold Shares held by it on the record date for the California Gold Meeting in favour of the Arrangement Resolution.

4.3 Conduct of Business of Stratabound

(a) During the Pre-Effective Date Period and unless otherwise contemplated herein, Stratabound shall:
(i) use commercially reasonable efforts to conduct its business only in the Ordinary Course and in compliance with applicable Laws; and
(ii) carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act.
(b) Without limiting the generality of Section 4.3(a), Stratabound covenants and agrees that during the Pre-Effective Date Period, neither Stratabound nor any of the Stratabound Subsidiaries will, unless otherwise contemplated herein or required by applicable Law (i) amend its memorandum and articles of association; (ii) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares, property or otherwise) in respect of its outstanding share capital (including the Stratabound Shares); (iii) issue or agree to issue for cash proceeds, any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, share capital, other than (A) the issue of non-convertible debt securities; (B) upon the exercise of convertible securities, options or warrants of Stratabound outstanding as of the date hereof; or (C) pursuant to Stratabound’s stock option plan and other equity-based compensation arrangements; (iv) redeem, purchase or otherwise acquire any of its outstanding share capital (including the Stratabound Shares) or other securities; (v) split, combine or reclassify any of its share capital (including the Stratabound Shares) or reduce the stated capital; or (vi) adopt a plan of liquidation or resolutions providing for its liquidation or dissolution.

4.4 Regulatory Approvals

(a) As soon as reasonably practicable after the date hereof, each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Entities required or advisable and shall use commercially reasonable efforts to obtain and maintain the Regulatory Approvals reasonably determined by any of the Parties to be necessary to discharge their

B-22

respective obligations under this Agreement or otherwise advisable under laws in connection with the transactions contemplated hereunder.

(b) Subject to Law, the Parties shall co-operate with one another in connection with obtaining the Regulatory Approvals including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of California Gold or Stratabound advisable, in connection with obtaining the Regulatory Approvals.
(c) The Parties shall (i) co-operate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and (ii) shall not correspond with, make any submissions or filings, participate in any substantive meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the transactions contemplated hereunder unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any correspondence, submissions or filings, or attend and participate in any substantive meetings or material communications and will provide each other with final copies of all correspondence, submissions or filings. Despite the foregoing, draft and final correspondence, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with another Party to address reasonable attorney-client or other privilege or confidentiality concerns.

4.5 Insurance and Indemnification

(a) Prior to the Effective Date, California Gold shall obtain and pay the full premiums for the extension of California Gold's policies of directors and officers liability insurance for a claims reporting or run-off and extended reporting period of at least six (6) years from and after the Effective Date, provided that any such run-off or "tail" policies obtained are consistent with policies obtained in similar circumstances for other companies comparable to California Gold (in terms of market value) in its relevant industry. Such directors and officers insurance shall cover the present and former directors and officers of California Gold with respect to any claim or matter insured related to any period of time on or prior to the Effective Date and otherwise with respect to any act or omission on the part of such directors and officers in their capacities as directors and officers of California Gold (including without limitation in connection with the entering into of this Agreement, the approval and completion of the Arrangement and each of the transactions contemplated thereby), with terms, conditions, retentions and limits of liability that are no less favourable to the indemnified persons than the coverage provided under the existing insurance policies of California Gold.
(b) Stratabound shall and shall cause California Gold (and any successors) to honour all rights to indemnification and exculpation now existing in favour of present and former directors, officers and employees of California Gold and Stratabound shall cause California Gold to ensure that the articles and bylaws of California Gold (or any successor thereto) contain substantially the same provisions with respect to indemnification set forth in the articles and bylaws of California Gold in effect immediately prior to the Effective Date, which provisions shall not, except to the extent required by Law, be materially amended, repealed or otherwise modified for a period of six (6) years from the Effective Date in any manner, that would materially and adversely affect the rights thereunder of individuals who at any time on or before the Effective Date, were directors, officers or employees of California Gold.
(c) The provisions of this Section 4.5 are intended for the benefit of, and shall be enforceable by each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives and, for such purpose, California Gold (including any successor) hereby confirms that it is acting as agent and trustee on their behalf.
(d) If California Gold or any of its successors consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, proper provisions shall be made by California Gold and Stratabound so that the successors of California Gold shall assume all of the obligations of California Gold set forth in this Section 4.5.

B-23

(e) Stratabound will and will cause California Gold to honour and abide by and perform the terms of all agreements of California Gold with its directors, officers and employees in effect on the Effective Date, including without limitation, under indemnification agreements, employment agreements and retention agreements and in respect of those individuals who are on disability leave, parental leave or other permitted absence.
(f) The provisions of this Section 4.5 shall survive completion of the Arrangement and continue in full force and effect for a period of six (6) years following the Effective Date.

5. CONDITIONS OF CLOSING

5.1 Conditions of Closing of the Arrangement

(a) The closing of the Arrangement is subject to the following terms and conditions for the exclusive benefit of Stratabound, to be fulfilled or performed at or prior to the Effective Time:
(i) Shareholder Approval. California Gold shall have obtained the California Gold Shareholder Approval;
(ii) Interim and Final Order . The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement and have not been set aside or modified in a manner unacceptable to Stratabound, acting reasonably;
(iii) Illegality . No Law is in effect or threatened that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins California Gold or Stratabound from consummating the Arrangement;
(iv) Agreement . This Agreement shall not have been terminated in accordance with its terms;
(v) Articles of Arrangement . The Articles of Arrangement to be filed with the Director under the OBCA in accordance with the Arrangement shall be in a form and content satisfactory to Stratabound, acting reasonably;
(vi) Representations and Warranties. The representations and warranties of California Gold which are qualified by references to materiality or by the expression "Material Adverse Effect" were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all respects, and all other representations and warranties of California Gold were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and California Gold has delivered a certificate confirming same to Stratabound, executed by a senior officer of California Gold;
(vii) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by California Gold at or before the Effective Time shall have been complied with or performed in all material respects, and California Gold has delivered a certificate confirming same to Stratabound, executed by a senior officer of California Gold;
(viii) No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any person which would, in the opinion of Stratabound, acting reasonably, enjoin, restrict or prohibit the completion of the Arrangement;
(ix) Dissent Rights . California Gold Dissent Rights shall have not been exercised with respect to more than 10% of the issued and outstanding California Gold Shares;

B-24

(x) Material Adverse Effect. No Material Adverse Effect shall have occurred or exist with respect California Gold and Stratabound shall have received a certificate confirming same, executed by a senior officer of California Gold;
(xi) Material Consents, Waivers and Notices. California Gold shall have obtained all material consents and waivers to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries, each in a form satisfactory to Stratabound, acting reasonably, and shall have provided all notices to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries;
(xii) No Order . No order having the effect of suspending the issuance or ceasing the trading of any of Stratabound Shares shall have been issued or made by any Governmental Entity, securities regulatory authority or stock exchange;
(xiii) Regulatory Approval. Stratabound shall have obtained all Regulatory Approvals necessary to permit the issuance of the Consideration Shares, including without limitation the TSXV Conditional Approval; and
(xiv) U.S. Matters. All necessary actions (including the obtaining of the Final Order which will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act regarding the distribution of the Consideration Shares and Stratabound Replacement Warrants) shall have been taken with respect to the Arrangement so that the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, in each case to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act and similar exemptions under all applicable state securities laws.
(b) The closing of the Arrangement is subject to the following terms and conditions for the exclusive benefit of California Gold, to be fulfilled or performed at or prior to the Effective Time:
(i) Shareholder Approval. California Gold shall have obtained the California Gold Shareholder Approval;
(ii) Interim and Final Order . The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement and have not been set aside or modified in a manner unacceptable to California Gold, acting reasonably;
(iii) Illegality . No Law is in effect or threatened that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins California Gold or Stratabound from consummating the Arrangement;
(iv) Agreement This Agreement shall not have been terminated in accordance with its terms;
(v) Representations and Warranties . The representations and warranties of Stratabound which are qualified by references to materiality or by the expression "Material Adverse Effect" were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all respects, and all other representations and warranties of Stratabound were true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and Stratabound has delivered a certificate confirming same to Stratabound, executed by a senior officer of Stratabound;

B-25

(vi) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by Stratabound at or before the Effective Time shall have been complied with or performed in all material respects, and Stratabound has delivered a certificate confirming same to California Gold, executed by a senior officer of Stratabound;
(vii) No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any person which would, in the opinion of California Gold, acting reasonably, enjoin, restrict or prohibit the completion of the Arrangement;
(viii) Material Consents, Waivers and Notices. California Gold shall have obtained all material consents and waivers to complete the Arrangement required pursuant to its Material Contracts and the material Contracts of the California Gold Subsidiaries, each in a form satisfactory to California Gold, acting reasonably, and shall have provided all notices to complete the Arrangement required pursuant to its Material Contracts and the Material Contracts of the Stratabound Subsidiaries;
(ix) No Order . No order having the effect of suspending the issuance or ceasing the trading of any of California Gold Shares or Stratabound Shares shall have been issued or made by any Governmental Entity, securities regulatory authority or stock exchange;
(x) Outstanding Payments. All severance payments to be determined in California Gold’s sole discretion, shall have been satisfied;
(xi) Material Adverse Effect . No Material Adverse Effect shall have occurred or exist with respect Stratabound and California Gold shall have received a certificate confirming same, executed by a senior officer of Stratabound; and
(xii) Regulatory Approval California Gold and Stratabound shall have obtained all Regulatory Approvals necessary to permit the completion of the Arrangement, including the TSXV Conditional Approval.
(c) The conditions precedent set out in Sections 5.1(a) and 5.1(b) shall be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director following filing of the Articles of Arrangement with the consent of the Parties in accordance with this Agreement.

5.2 Notice and Cure Provisions

Each Party will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts of which it is aware which would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are expressly permitted or required by this Agreement); or
(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party at or prior to the Effective Time.

No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Section 7.2(c)(i) or Section 7.2(d)(i) and no payments are payable as a result of such termination under this Agreement unless, prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is

B-26

asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered by a Party and the other Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten (10) Business Days from delivery of such notice, and then only if such matter has not been cured by such date.

5.3 Place of Closing

The Closing shall take place by electronic mail transmission exchange of executed documents or signatures.

6. ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

6.1 Non-Solicitation

(a) Except as expressly provided in this Article 6, California Gold shall not, directly or indirectly, through any Representative of California Gold or of any of the California Gold Subsidiaries, or otherwise, and shall not permit any such person to:
(i) solicit, initiate, encourage or otherwise facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of California Gold or any California Gold Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than Stratabound) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided however that California Gold may communicate and participate in discussions with a person for the purpose of (A) clarifying the terms of any reasonably unclear proposal; and (B) advising such third party that an Acquisition Proposal does not constitute a Superior Proposal when the California Gold Board has so determined;
(iii) make a California Gold Change in Recommendation;
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 6.1(a)(iv) provided the California Gold Board has rejected such Acquisition Proposal and affirmed the California Gold Board Recommendation before the end of such five (5) Business Day period); or
(v) enter into or publicly propose to enter into any agreement in respect of an Acquisition Proposal.
(b) California Gold shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any person (other than Stratabound) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall, at the written request of Stratabound:
(i) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of California Gold or any California Gold Subsidiary; and

B-27

(ii) request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding California Gold or any California Gold Subsidiary provided to any person other than Stratabound, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding California Gold or any California Gold Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

6.2 Notification of Acquisition Proposal

(a) such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall further provide Stratabound with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such person; and
(b) the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

6.3 Responding to an Acquisition Proposal

Notwithstanding Section 6.1, if at any time, prior to obtaining the approval by the California Gold Shareholders of the Arrangement Resolution, California Gold receives a bona fide written Acquisition Proposal from a person, California Gold may (i) provide the person making such Acquisition Proposal with access to material non-public information regarding California Gold; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal if and only if:

(a) the California Gold Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal;
(b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with California Gold;
(c) California Gold has complied in all material respects with its obligations under this Article 6; and
(d) prior to providing such access or disclosure to such person, California Gold enters into a confidentiality and standstill agreement with such person (unless such person is already a party to a confidentiality and standstill agreement with California Gold) having terms not more favorable in any material respect to such person than the equivalent terms of the Confidentiality Agreement.

6.4 Right to Match

(a) If California Gold receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by California Gold Shareholders, California Gold may, subject to compliance with Article 7, enter into a definitive agreement with respect to such Acquisition Proposal if and only if:

B-28

(i) the person making the Superior Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with California Gold;
(ii) California Gold has been, and is, in compliance with its obligations under this Article 6;
(iii) California Gold has delivered to Stratabound a written notice of the determination of the California Gold Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of California Gold to enter into a definitive agreement in respect of the Superior Proposal (the California Gold Superior Proposal Notice );
(iv) California Gold has provided Stratabound a copy of the proposed agreement for the Superior Proposal;
(v) at least five (5) Business Days (the Matching Period ) have elapsed from the date that is the later of the date on which Stratabound received California Gold Superior Proposal Notice and a copy of the proposed agreement for the Superior Proposal from California Gold;
(vi) during the Matching Period, Stratabound has had the opportunity (but not the obligation), in accordance with Section 6.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(vii) if Stratabound has offered to amend this Agreement and the Arrangement under Section 6.4(b), the California Gold Board has determined in good faith, after consultation with California Gold's outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by Stratabound under Section 6.4(b); and
(viii) prior to entering into such definitive agreement California Gold terminates this Agreement pursuant to Section 7.2(c)(ii) and pays the Termination Fee contemplated by Section 7.4.
(b) During the Matching Period, or such longer period as California Gold may approve in writing for such purpose: (a) the California Gold Board shall review any offer made by Stratabound under Section 6.4(a)(vi) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal for California Gold previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) California Gold shall negotiate in good faith with Stratabound to make such amendments to the terms of this Agreement and the Arrangement as would enable Stratabound to proceed with the transactions contemplated by this Agreement on such amended terms. If the California Gold Board determines that such Acquisition Proposal would cease to be a Superior Proposal, California Gold shall promptly so advise Stratabound and California Gold and Stratabound shall amend this Agreement to reflect such offer made by Stratabound, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 6.4, and Stratabound shall be afforded a new five (5) Business Day Matching Period from the later of the date on which Stratabound received the California Gold Superior Proposal Notice and a copy of the proposed agreement for the new Superior Proposal from California Gold.
(d) The California Gold Board shall promptly reaffirm California Gold Board Recommendation by press release after any Acquisition Proposal for California Gold which is not determined to be a Superior Proposal is publicly announced or California Gold Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 6.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal. California Gold shall provide Stratabound and its outside legal

B-29

counsel with a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by California Gold, acting reasonably.

(e) If California Gold provides a California Gold Superior Proposal Notice to Stratabound after the date that is less than five (5) Business Days before the California Gold Meeting, then California Gold may, or at Stratabound’s request will, postpone or adjourn the California Gold Meeting to a date acceptable to Stratabound, acting reasonably, which shall be not less than five (5) Business Days and not more than ten (10) Business Days after the scheduled date of the California Gold Meeting; provided, however, that the California Gold Meeting shall not be adjourned or postponed to a date later than seven (7) Business Days prior to the Outside Date and provided further that, in the event that the Parties amend the terms of this Agreement pursuant to Section 6.4(b), ensure that the details of such amended Agreement are communicated to the California Gold Shareholders prior to the resumption of the adjourned or postponed California Gold Meeting.
(f) Nothing contained in this Section 6.4 shall limit in any way the obligation of California Gold to convene and hold the California Gold Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force and in no event shall California Gold be permitted to put the Superior Proposal to a vote of California Gold Shareholders at the California Gold Meeting, it being understood that any necessary shareholder vote in respect of a Superior Proposal shall require California Gold to duly call and convene a separate meeting of California Gold Shareholders.
(g) Subject to its obligations under Section 7.4, nothing in this Agreement shall prevent the California Gold Board from:
(i) responding only to the extent required by Applicable Securities Laws to an Acquisition Proposal, or from making a California Gold Change in Recommendation as a result of a Material Adverse Effect with respect to Stratabound;
(ii) making any disclosure to the securityholders of California Gold if the California Gold Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the California Gold Board or such disclosure is otherwise required under applicable Laws; or
(iii) calling and/or holding a meeting of California Gold Shareholders requisitioned by California Gold Shareholders in accordance with the OBCA or taking any other action with respect to an Acquisition Proposal for California Gold to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Laws.

6.5 Breach by Representatives

Without limiting the generality of the foregoing, California Gold shall advise California Gold Representatives of the prohibitions set out in this Article 6 and any violation of the restrictions set forth in this Article 6 by California Gold or California Gold Representatives is deemed to be a breach of this Article 6 by California Gold.

7. TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms (except if and to the extent any provisions are specifically noted herein as surviving the termination of this Agreement).

B-30

7.2 Termination

This Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties;
(b) either California Gold or Stratabound if:
(i) California Gold Shareholder Approval is not obtained at the California Gold Meeting, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(b)(i) if the failure to secure the California Gold Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
(ii) after the date of this Agreement, any Governmental Entity shall have issued an order, decree or ruling or any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins California Gold or Stratabound from consummating the Arrangement, and such order, decree, ruling or Law has, if applicable, become final and non-appealable; or
(iii) the Effective Date does not occur on or prior to August 31, 2021 (the Outside Date ), provided that a Party may not terminate this Agreement pursuant to this Section 7.2(b)(iii) if the failure of the Effective Date to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement.
(c) California Gold if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Stratabound under this Agreement occurs that would cause any condition in Section 5.1(b)(v) or 5.1(b)(vi) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.2 on or prior to the Outside Date, provided that California Gold is not then in breach of this Agreement so as to cause any condition in Section 5.1(a)(vi) or 5.1(a)(vii) not to be satisfied; or
(ii) prior to receipt of the California Gold Shareholder Approval, the California Gold Board authorizes California Gold to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 6.3(d)) with respect to a Superior Proposal relating to California Gold, provided California Gold is then in compliance with Article 6 and that prior to or concurrent with such termination California Gold pays the Termination Fee in accordance with Section 7.4; or
(iii) the conditions in Article 5 have been satisfied or waived by the applicable Party or Parties (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, in which case, there is no state of facts or circumstances then existing that would cause such conditions not to be satisfied) and Stratabound has failed to comply with its obligations hereunder to issue the Consideration Shares;
(d) Stratabound if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of California Gold under this Agreement occurs that would cause any condition in Section 5.1(a)(vi) or 5.1(a)(vii) not to be satisfied, and such breach or failure is incapable of being cured in accordance with the terms of Section 5.2 on or prior to the Outside Date,

B-31

provided that Stratabound is not then in breach of this Agreement so as to cause any condition in Section 5.1(b)(v) or 5.1(b)(vi) not to be satisfied; or

(ii) (A) the California Gold Board fails to make the California Gold Board Recommendation or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to withdraw, amend, modify or qualify, the California Gold Board Recommendation; (B) the California Gold Board or any committee of the California Gold Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position with respect to an Acquisition Proposal relating to California Gold for more than five (5) Business Days after first learning of such Acquisition Proposal; (C) the California Gold Board or any committee of the California Gold Board accepts, approves, endorses, recommends or executes or enters into or authorizes the entering into by California Gold, or publicly proposes to accept, approve, endorse, recommend or execute or enter into or authorizes the entering into by California Gold of any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal; (D) the California Gold Board or any committee of the California Gold Board fails to publicly reaffirm (without qualification) within ten (10) Business Days after having been requested in writing by Stratabound to do so, the California Gold Board Recommendation; or (E) California Gold breaches Article 6 in any material respect (in each case, a California Gold Change in Recommendation ).

The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than Section 7.2(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

7.3 Effect of Termination

If this Agreement is terminated pursuant to Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that in the event of termination under the provisions of Section 7.2 (other than Section 7.2(a)), this Section 7.3, Section 7.4 and Article 8, and all related definitions set forth in Section 1.1 and the provisions of the Confidentiality Agreement shall survive in accordance with their respective terms.

7.4 Termination Fee

(a) Despite any other provision of this Agreement relating to the payment of fees and expenses, including payment of brokerage fees, if a Termination Fee Event occurs, California Gold shall pay Stratabound the Termination Fee in accordance with Section 7.4(b).
(b) For purposes of this Agreement, “ Termination Fee ” means $400,000 and “ Termination Fee Event ” means the termination of this Agreement:
(i) by Stratabound, pursuant to Section 7.2(d)(ii) (but not including a termination by Stratabound pursuant to Subsection 7.2(d)(ii) in circumstances where the California Gold Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to Stratabound);
(ii) by California Gold, pursuant to Section 7.2(c)(ii); or
(iii) by California Gold or Stratabound pursuant to Section 7.2(b)(i) or Section 7.2(b)(iii) if prior to the California Gold Meeting, a bona fide Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any person (other than Stratabound) or any person (other than Stratabound) shall have publicly announced an intention to make an Acquisition Proposal.

B-32

(c) If a Termination Fee Event occurs due to a termination of this Agreement by California Gold pursuant to Section 7.2(c)(ii), the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of this Agreement by Stratabound pursuant to Section 7.2(d)(ii), the Termination Fee shall be paid within three (3) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 7.4(b)(iii), the Termination Fee shall be paid upon the entering into of the contract in respect of, or upon the consummation/closing of, the Acquisition Proposal referred to therein.
(d) In the event that, prior to a Termination Fee Event and provided that an event giving Stratabound the right to terminate this Agreement pursuant to Section 7.2(d)(i) has not occurred prior to such termination, this Agreement is terminated by California Gold pursuant to Section 7.2(c)(iii), then Stratabound shall pay or cause to be paid to California Gold by wire transfer in immediately available funds to an account designated by California Gold an amount equal to $400,000 (the Purchaser Fee ) within three (3) Business Days of such termination.

7.5 Injunctive Relief and Remedies

(a) Subject to Section 7.4, the Parties acknowledge and agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Subject to Section 7.4, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties.
(b) Each of the Parties acknowledges that the agreements contained in Section 7.4 are an integral part of the transactions contemplated by this Agreement and that without these agreements, the Parties would not enter into this Agreement, and that the Termination Fee and the Purchaser Fee represent liquidated damages which are a genuine estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Subject to Section 7.5(a), Stratabound’s right to receive the Termination Fee shall be the sole and exclusive remedy of Stratabound against California Gold, the California Gold Subsidiaries and any of their respective directors, officers, employees, shareholders or affiliates for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated, and upon payment of such amounts, none of California Gold, the California Gold Subsidiaries or any of their respective directors, officers, employees, shareholders or affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. Subject to Section 7.5(a), California Gold’s right to receive the Purchaser Fee shall be the sole and exclusive remedy of California Gold against Stratabound and any of its directors, officers, employees, shareholders or affiliates for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated, and upon payment of such amount, none of Stratabound or any of its directors, officers, employees, shareholders or affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

7.6 Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided, however, that it is delivered on a Business Day prior to 4:30 p.m. Toronto time in the place of delivery or receipt. However, if notice is delivered after 4:30 p.m. Toronto time or if such day is not a Business Day then the notice shall be deemed to

B-33

have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in Person, by courier service or other personal method of delivery), or if transmitted by email to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) if to Stratabound: Stratabound Minerals Corp 100 King Street West, Suite 5700 Toronto, Ontario M5X 1C7 Attention: R. Kim Tyler Email: [email protected]

With a copy to (which shall not constitute notice):

Dentons Canada LLP 1500-850 2 St SW Calgary, Alberta T2P 0R8 Attention: D. Richard Skeith Email: [email protected]

(b) if to California Gold: California Gold Mining Inc. c/o Norton Rose Fulbright Canada LLP 45 O'Connor Street, Suite 1500 Ottawa, Ontario K1P 1A4,

With a copy to (which shall not constitute notice):

Norton Rose Fulbright Canada LLP 45 O'Connor Street, Suite 1500 Ottawa, Ontario K1P 1A4, Attention: Geoffrey Gilbert Email: [email protected]

8. MISCELLANEOUS

8.1 Announcements and Shareholder Communications

Stratabound and California Gold shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of each Party's announcement to be approved by the other Party in advance, each acting reasonably. Stratabound and California Gold agree to cooperate in the preparation of presentations, if any, to the California Gold Shareholders regarding the transactions contemplated by this Agreement and no Party shall:

B-34

(a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or
(b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party,

provided, however, that the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing under Law or Applicable Securities Laws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

8.2 Expenses

All out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

8.3 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Laws and the terms of any existing Material Contracts upon reasonable notice, each of Stratabound and California Gold shall, and shall cause their respective Representatives to, afford to the other Party and to Representatives of the other Party, such access as the other Party may reasonably require at all reasonable times during normal business hours, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and contracts, and shall furnish the other Party with all data and information as the other Party may reasonably request.
(b) Each of the Parties acknowledges that the Confidentiality Agreement continues to apply and that any information provided under Section 8.3(a) that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement.

8.4 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns. No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Party.

8.5 Amendment and Waivers

Subject to the provisions of the Interim Order and Final Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time prior to the Effective Time, be amended only by mutual written agreement of the Parties, without further notice to or authorization on the part of the California Gold Shareholders, and any such amendment may without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

B-35

(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and
(d) waive compliance with or modify any mutual conditions precedent herein contained.

Any Party may (a) extend the time for the performance of any of the obligations or acts of the other Party, (b) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (c) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party, in each case only to the extent such obligations, agreements and conditions are intended for its benefit. No extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived and shall not extent to any other matter or occurrence. No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

8.6 Further Assurances

Each of the Parties hereto shall promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Parties hereto may require, acting reasonably, from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement.

8.7 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.8 No Liability

No director or officer of Stratabound shall have any personal liability whatsoever to California Gold under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Stratabound. No director or officer of California Gold shall have any personal liability whatsoever to Stratabound, as an acquirer, under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of California Gold.

8.9 Counterparts and Facsimile

This Agreement may be executed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. Counterparts may be executed either in original, PDF or faxed form and the Parties adopt any signatures received by a receiving email or fax machine as original signatures of the Parties.

[Remainder of page intentionally left blank]

B-36

IN WITNESS WHEREOF this Agreement has been executed by the Parties on the date first above written.

STRATABOUND MINERALS CORP. Per: (signed) “R. Kim Tyler” Name: R. Kim Tyler Title: President, CEO

CALIFORNIA GOLD MINING INC.

Per: (signed) “Larry Phillips” Name: Larry Phillips Title: Interim President and CEO

B-37

Schedule A Arrangement Resolution

BE IT RESOLVED THAT:

1 The arrangement (the Arrangement ) under Section 182 of the Business Corporations Act (Ontario) (the OBCA ) involving California Gold Mining Inc., a corporation existing under the laws of Ontario (the Company ), all as more particularly described and set forth in the Management Information Circular (the California Gold Circular ) of the Company dated , accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted.
2 The plan of arrangement (the Plan of Arrangement ), involving the Company and implementing the Arrangement, the full text of which is set out in Schedule  to the California Gold Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms and the Arrangement Agreement), is hereby authorized, approved and adopted.

3 The arrangement agreement (the Arrangement Agreement ) between the Company and Stratabound dated April 20, 2021 and all the transactions contemplated therein, the full text of which is attached as Schedule  to the California Gold Circular, the actions of the directors of the Company in approving the Arrangement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments, modifications or supplementations thereto are hereby ratified and approved.

4 The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the Court ) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented). Notwithstanding that this resolution has been passed (and the Arrangement authorized, approved and adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Company: (i) to amend, modify or supplement the Arrangement Agreement and the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement; or (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.

5 Any director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute, whether under corporate seal of the Company or otherwise, and to deliver articles of arrangement and such other documents as are necessary or desirable to give effect to the arrangement (such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents) to the Director under the OBCA in accordance with the Arrangement Agreement for filing.

6 Any one or more directors or officers of the Company is hereby authorized and directed, for and on behalf and in the name of the Company, to execute and deliver, whether under corporate seal of the Company or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (i) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Company, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

B-38

SCHEDULE B

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions.

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

Arrangement means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of California Gold and Stratabound, each acting reasonably.

Arrangement Agreement means the arrangement agreement dated April 20, 2021 between Stratabound Minerals Corp. and California Gold Mining Inc., including all schedules annexed thereto, together with the California Gold Disclosure Letter and the Stratabound Disclosure Letter, as each may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

Arrangement Resolution means the special resolution approving the Plan of Arrangement to be considered at the California Gold Meeting, substantially in the form set out in Schedule A to the Arrangement Agreement and any amendment or variation thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of Stratabound and California Gold, each acting reasonably.

Articles of Arrangement means the articles of arrangement of California Gold in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to California Gold and Stratabound, each acting reasonably.

Business Day means any day other than a Saturday, Sunday or statutory or civic holiday in the city of Toronto, Ontario.

Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

Consideration means the consideration to be received pursuant to the Plan of Arrangement by California Gold Shareholders in respect of each California Gold Share that is issued and outstanding immediately prior to the Effective Time, consisting of one (1) Consideration Share.

Consideration Shares means Stratabound Shares to be issued in exchange for California Gold Shares pursuant to the Arrangement.

Court means the Ontario Superior Court of Justice ( Commercial List ).

B-39

Depositary means TSX Trust Company, or any other depositary or trust company, bank or financial institution agreed to between Stratabound and California Gold for the purpose of, among other things, exchanging certificates representing the California Gold Shares for Consideration Shares in connection with the Arrangement.

Director means the Director appointed pursuant to Section 278 of the OBCA.

Dissent Rights means the rights of dissent exercisable by the California Gold Shareholders in respect of the Arrangement described in Article 3 hereto.

Dissenter means a California Gold Shareholder who has duly exercised a Dissent Right and who is ultimately entitled to be paid the fair value of the California Gold Shares held by such California Gold Shareholder.

Dissenting Shares has the meaning ascribed thereto in Section 3.1.

Effective Date means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

Effective Time means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

Exchange Ratio means 1.00.

Final Order means the final order of the Court pursuant to Section 182 of the OBCA in a form acceptable to California Gold and Stratabound, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of both California Gold and Stratabound, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both California Gold and Stratabound, each acting reasonably) on appeal.

Governmental Entity means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or selfregulatory authority and, for greater certainty, the Securities Commissions, the TSXV and the TSX.

Interim Order means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Consideration Shares and the Stratabound Replacement Warrants pursuant to the Arrangement, in a form acceptable to California Gold and Stratabound, each acting reasonably, providing for, among other things, the calling and holding of the California Gold Meeting, as such order may be amended by the Court with the consent of California Gold and Stratabound, each acting reasonably.

Stratabound means Stratabound Minerals Corp, a corporation existing under the laws of the Province of Alberta.

Stratabound Replacement Warrants has the meaning ascribed thereto in Section 2.3(d).

Stratabound Share means an ordinary share in the capital of Stratabound.

Letter of Transmittal means the letter of transmittal sent to holders of California Gold Shares for use in connection with the Arrangement.

B-40

Lien means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable, whether or not consensual or arising by law (statutory or otherwise) and whether or not contingent or absolute, including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy any property or assets.

MI 61-101 means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

OBCA means the Business Corporations Act (Ontario).

Parties means the parties to the Arrangement Agreement and Party means one of them.

Person has the meaning ascribed thereto in the Securities Act.

Plan of Arrangement means this plan of arrangement of California Gold proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the Arrangement Agreement or this plan of arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of California Gold and Stratabound, each acting reasonably.

Securities Act means the Securities Act (Ontario), as amended.

Securities Commissions means the Ontario Securities Commission and the applicable securities regulatory authority of a province or territory of Canada.

California Gold means California Gold Mining Inc., a corporation existing under the laws of the Province of Ontario.

California Gold Meeting means the special meeting of California Gold Shareholders including any adjournment or postponement of such meeting in accordance with the terms of the Arrangement Agreement, to be called and held to secure California Gold Shareholder Approval and for any other purpose as may be set out in the California Gold Circular.

California Gold Optionholders means the holders of California Gold Options.

California Gold Securityholder means a California Gold Optionholder, a California Gold Shareholder or a holder of California Gold Warrants, as the case may be.

California Gold Shareholder means a registered or beneficial holder of California Gold Shares, as the context requires.

California Gold Shareholder Approval means the required level of approval for the Arrangement Resolution being (a) at least two-thirds of the votes cast on the Arrangement Resolution by California Gold Shareholders present in person or represented by proxy at the California Gold Meeting; and (b)

B-41

such other minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one (1) vote on the Arrangement Resolution.

California Gold Shares means the common shares in the capital of California Gold.

California Gold Warrants means the common share purchase warrants of California Gold described on Schedule E of the Arrangement Agreement.

Tax Act means the Income Tax Act (Canada).

United States or U.S. means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

U.S. Exchange Act means the United States Securities Exchange Act of 1934 , as amended and the rules and regulations promulgated thereunder.

U.S. Securities Act means the United States Securities Act of 1933 , as amended and the rules and regulations promulgated thereunder.

U.S. Securities Laws means the U.S. Securities Act, the U.S. Exchange Act, and any applicable U.S. state securities laws.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases, etc. The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation," (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (iii) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(f) Time References. References to time are to local time, Toronto, Ontario.

B-42

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement.

This Plan of Arrangement is made pursuant to, and is subject to, the provisions of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

2.2 Binding Effect.

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on Stratabound, California Gold, all holders and beneficial owners of California Gold Shares (including Dissenters), California Gold Options, holders of California Gold Warrants and the Depositary at and after the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement.

(a) Each issued California Gold Share outstanding immediately prior to the Effective Time held by a California Gold Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to Stratabound, free and clear of any Liens, in consideration for a debt claim against Stratabound in an amount and payable in accordance with Article 3, and:
(i) such California Gold Shareholder will cease to be the holder of such Dissenting Shares and will cease to have any rights as holder of such California Gold Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 3.1(a);
(ii) such California Gold Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of California Gold Shares maintained by or on behalf of California Gold; and
(iii) Stratabound will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens.
(b) Immediately thereafter, each issued and outstanding California Gold Share (other than any California Gold Share in respect of which a California Gold Shareholder has validly exercised its Dissent Right) will be transferred to, and acquired by Stratabound, without any act or formality on the part of the holder of such California Gold Share or Stratabound, free and clear of all Liens, in exchange for such number of Consideration Shares equal to the Exchange Ratio multiplied by the number of outstanding California Gold Shares, provided that the aggregate number of Consideration Shares payable to any California Gold Shareholder, if calculated to include a fraction of a Consideration Share, will be rounded down to the nearest whole Consideration Share, with no consideration being paid for the fractional share, and the name of each such California Gold Shareholder will be removed from the register of holders of California Gold Shares and added to the register of holders of Consideration Shares, and Stratabound will be recorded as the registered holder of such California Gold Shares so exchanged and will be deemed to be the legal and beneficial owner thereof.

B-43

(c) All California Gold Options that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be cancelled without consideration therefore.
(d) Each California Gold Warrant which is outstanding at the Effective Time, shall be exchanged pursuant to the Arrangement for an equivalent warrant (each, a Stratabound Replacement Warrant ) that is exercisable to acquire from Stratabound the number of Stratabound Shares (rounded down to the nearest whole share) equal to: (i) the Exchange Ratio multiplied by (ii) the number of California Gold Shares subject to such California Gold Warrant immediately prior to the Effective Time. Such Stratabound Replacement Warrant shall provide for an exercise price per Stratabound Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per California Gold Share otherwise purchasable pursuant to such Stratabound Replacement Warrant; divided by (y) the Exchange Ratio. It is agreed that all terms and conditions of a Stratabound Replacement Warrant, including the term to expiry and the conditions to and manner of exercising, will be the same as contained in the certificate representing the California Gold Warrant for which it was exchanged, and shall be governed by the terms of such certificate.
(e) All other rights to be issued California Gold Shares existing at the Effective Time and whether or not then vested or otherwise then exercisable, including without limitation arising pursuant to the acquisition by California Gold of any option, right, title or interest in or to any real property, mining claims, leases, licenses, mineral or surface rights, shall be and be deemed to be exchanged solely for the right to be issued such number of Consideration Shares per California Gold Share as included in the Consideration.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Pursuant to the Interim Order, registered holders of California Gold Shares may exercise dissent rights ( Dissent Rights ) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1, provided however that written objection to the Arrangement Resolution must be received by California Gold not later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding the date of the California Gold Meeting (as it may be adjourned or postponed from time to time). Dissenters who duly exercise their Dissent Rights with respect to their California Gold Shares ( Dissenting Share s) shall be deemed to have transferred the California Gold Shares held by them and in respect of which Dissent Rights have been validly exercised to Stratabound free and clear of all Liens, and if they:

(a) ultimately are entitled to be paid fair value for their Dissenting Shares, will be entitled to be paid the fair value of such Dissenting Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Dissenting Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Dissenting Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of California Gold Shares; but in no case will California Gold be required to recognize such persons as holding California Gold Shares on or after the Effective Date.

3.2 Recognition of Dissenting Holders.

B-44

same basis as a non-dissenting California Gold Shareholder and Stratabound will distribute to such California Gold Shareholder Stratabound Shares that the California Gold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a California Gold Shareholder duly complies with the procedures in connection with the exercise of Dissent Rights and is ultimately entitled to be paid fair value for their Dissenting Shares, Stratabound will pay the amount to be paid in respect of the Dissenting Shares.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Depositary and Procedures.

(a) Stratabound will deposit Consideration Shares with the Depositary to satisfy the consideration issuable and/ or payable to the California Gold Shareholders pursuant to this Plan of Arrangement (other than California Gold Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) After the Effective Date, certificates formerly representing California Gold Shares which are held by a California Gold Shareholder will, except for California Gold Shares held by Dissenters, represent only the right to receive the Consideration issuable and/ or payable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.
(c) No dividends or other distributions declared or made after the Effective Date with respect to Stratabound Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for California Gold Shares which, immediately prior to the Effective Date, represented outstanding California Gold Shares and will not be payable or paid until the surrender of certificates for California Gold Shares for exchange for the Consideration issuable and/ or payable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.
(d) As soon as reasonably practicable after the Effective Date, the Depositary will forward to each California Gold Shareholder that submitted a duly completed Letter of Transmittal to the Depositary, together with the certificate (if any) representing the California Gold Shares held by such California Gold Shareholder, the certificates representing Consideration Shares issued to such California Gold Shareholder pursuant to Section 2.3(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such California Gold Shareholder directed in their Letter of Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the California Gold Shareholder in the Letter of Transmittal.
(e) California Gold Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Consideration issuable or payable to them by delivering the certificates representing California Gold Shares formerly held by them to the Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing Consideration Shares issued to such California Gold Shareholder pursuant to Section 2.3 will be registered in such name or names and (i) delivered to the address or addresses as such California Gold Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the California Gold Shareholder in the Letter of Transmittal, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents.
(f) Any certificate which immediately prior to the Effective Date represented outstanding California Gold Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in California Gold, Stratabound or the Depositary.

B-45

(g) In the event any certificate, which immediately before the Effective Time represented one or more outstanding California Gold Shares that was exchanged pursuant to Section 2.3, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the California Gold Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 2.3 deliverable in accordance with such Person's Letter of Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/ or paid will, as a condition precedent to the issuance and/ or payment thereof, give a bond satisfactory to Stratabound and its transfer agent in such sum as Stratabound may direct or otherwise indemnify Stratabound in a manner satisfactory to it, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

4.2 No Liens.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.3 Withholding Rights.

Stratabound, California Gold and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any California Gold Securityholders under the Plan of Arrangement such amounts as Stratabound, California Gold or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to California Gold Securityholders in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

4.4 Paramountcy.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all California Gold Shares, California Gold Options and California Gold Warrants issued prior to the Effective Time, (b) the rights and obligations of California Gold Securityholders, California Gold, Stratabound, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any California Gold Shares, California Gold Options, or California Gold Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 U.S. SECURITIES LAWS EXEMPTION

5.1 U.S. Securities Laws Exemptions and Restrictions

B-46

Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement, in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and distribution of the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, in each case pursuant to this Plan of Arrangement, shall be exempt from registration under the U.S. Securities Act pursuant to the provisions of Section 3(a)(10) of the U.S. Securities Act, and (ii) the Final Order will serve as a basis of a claim to an exemption pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act regarding the distribution of the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, pursuant to the Arrangement.

Stratabound Replacement Warrants have not been registered under the U.S. Securities Act and will be issued by Stratabound in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but such exemption does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to Section 3(a)(10) of the U.S. Securities Act; therefore, the Consideration Shares issuable upon exercise of any Stratabound Replacement Warrants cannot be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and the Stratabound Replacement Warrants may only be exercised pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement.

(a) California Gold may amend, modify and/ or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/ or supplement must (i) be set out in writing, (iii) be approved by Stratabound, acting reasonably, (iii) filed with the Court and, if made following the California Gold Meeting, approved by the Court, and (iv) communicated to California Gold Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by California Gold at any time prior to the California Gold Meeting (provided that Stratabound shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the California Gold Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the California Gold Meeting shall be effective only if (i) it is consented to in writing by each of California Gold and Stratabound (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the California Gold Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Stratabound, provided that it concerns a matter which, in the reasonable opinion of Stratabound, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest of the California Gold Shareholders.

B-47

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

B-48

Schedule C Stratabound Subsidiaries

	Name	Jurisdiction of Incorporation	Beneficial Equity/ Voting Ownership
1.	Silver Stream MiningCorp	Nevada	100%

B-49

Schedule D California Gold Subsidiaries

	Name	Jurisdiction of Incorporation	Beneficial Equity/ Voting Ownership
1.	California Gold Mines(US)Inc.	Delaware	100%
2.	Fremont Gold MiningLLC	Delaware	100%
3.	CGM Farm Management LLC	Illinois	100%
4.	Washmax(Weston)Ltd	Ontario	100%

B-50

Schedule E California Gold Options and California Gold Warrants

California Gold Options

1 California Gold Options exercisable for 560,000 California Gold Shares at an exercise price of $0.75 per California Gold Share until July 27, 2021;
2 California Gold Options exercisable for 120,000 California Gold Shares at an exercise price of $0.75 per California Gold Share until March 30, 2022;
3 California Gold Options exercisable for 4,320,000 California Gold Shares at an exercise price of $0.50 per California Gold Share until November 30, 2023; and
4 California Gold Options exercisable for 250,000 California Gold Shares at an exercise price of $0.50 per California Gold Share until April 22, 2025.

California Gold Warrants

1 10,000 common share purchase warrants issued to Interra Lands Inc. on July 17, 2019, entitling the holder thereof to purchase up to 10,000 common shares in the capital of California Gold at a price of $0.50 per Common Share at any time prior to 5:00 p.m. (Toronto time) on July 17, 2021;
2 40,000 common share purchase warrants issued to 1707838 Ontario Inc. on July 17, 2019, entitling the holder thereof to purchase up to 40,000 common shares in the capital of California Gold at a price of $0.50 per Common Share at any time prior to 5:00 p.m. (Toronto time) on July 17, 2021;
3 8,000 common share purchase warrants issued to Cormargaet Holdings Inc. on July 17, 2019, entitling the holder thereof to purchase up to 8,000 common shares in the capital of California Gold at a price of $0.50 per Common Share at any time prior to 5:00 p.m. (Toronto time) on July 17, 2021;
4 242,000 common share purchase warrants issued to Emarma Corporation on July 17, 2019, entitling the holder thereof to purchase up to 242,000 common shares in the capital of California Gold at a price of $0.50 per Common Share at any time prior to 5:00 p.m. (Toronto time) on July 17, 2021;
5 300,000 common share purchase warrants issued to R.W. Tomlinson Limited on November 6, 2020, entitling the holder thereof to purchase up to 300,000 common shares in the capital of California Gold at a price that is the greater of: (i) $0.15, and (ii) the closing market price as of November 6, 2020, per Common Share at any time prior to 5:00 p.m. (Toronto time) on November 6, 2022; and
6 300,000 common share purchase warrants issued to Romspen Investment Corporation on November 6, 2020, entitling the holder thereof to purchase up to 300,000 common shares in the capital of California Gold at a price that is the greater of: (i) $0.15, and (ii) the closing market price as of November 6, 2020, per Common Share at any time prior to 5:00 p.m. (Toronto time) on November 6, 2022.

B-51

Schedule F Representations and Warranties of Stratabound

(a) Organization, Standing and Corporate Power: Each of Stratabound and each of the Stratabound Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each has all requisite corporate or other entity power and authority to carry on its business as presently conducted and to own or lease and operate the property and assets thereof. Each of Stratabound and each Stratabound Subsidiary is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Laws) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Directors and Officers: To the knowledge of Stratabound, none of its directors or officers are currently, or have been in the past, subject to any order or ruling of any securities regulatory authority or stock exchange that currently prohibits, or has prohibited, such individual from acting as a director or officer of a public company or any company listed on a stock exchange.
(c) Authorized Capital: Stratabound is authorized to issue an unlimited number of Stratabound Shares, of which, as of the date hereof, 89,211,515 Stratabound Shares were issued and outstanding as fully paid and non-assessable shares.
(d) Listing: The Stratabound Shares are listed and posted for trading on the TSXV and Stratabound has made or will make application so that at the time of issue the Consideration Shares will have received TSXV Conditional Approval.
(e) Certain Securities Law Matters: Stratabound is a reporting issuer or the equivalent only in British Columbia and Alberta and is not currently noted in default of any material requirement of the Applicable Securities Laws.
(f) Rights to Acquire the Offered Securities: Otherwise as disclosed in the Stratabound Disclosure Documents or in respect of the Consideration Shares to be issued hereunder, no person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued Stratabound Shares or other securities of Stratabound.
(g) Rights Plan: The directors of Stratabound have not adopted a shareholder rights plan or a similar plan and Stratabound is not party to any agreement in the nature of what is commonly referred to as a shareholder rights plan agreement.
(h) No Pre ‐ emptive Rights: The issue of the Consideration Shares will not be subject to any pre-emptive right or other contractual right to purchase securities granted by Stratabound or to which Stratabound is subject.
(i) Transfer Agent: Computershare Investor Services Inc. has been duly appointed by Stratabound as the registrar and transfer agent for the Stratabound Shares.
(j) Ownership of Subsidiaries: Except as set out in the Stratabound Disclosure Letter, Stratabound is the recorded and beneficial owner of the equity interest in each of the Stratabound Subsidiaries and each such equity interest is free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever. All outstanding equity interests of each Stratabound Subsidiary have been duly authorized and are validly issued, fully paid and non ‐ assessable (as such concepts exist in their respective jurisdiction of organization) and are not subject to any

B-52

pre-emptive rights. Except as set out in the Stratabound Disclosure Letter, as of the date of this Agreement, there are no outstanding (i) securities of Stratabound or any Stratabound Subsidiary, convertible into or exchangeable for Stratabound Shares or common shares, quotas, preferred shares or other voting securities or ownership interests whatsoever in any Stratabound Subsidiary (the item in clause (i), together with the equity securities of the Stratabound Subsidiaries, being referred to collectively as the Stratabound Subsidiary Securities ) or (ii) obligations of Stratabound, any Stratabound Subsidiary, to make any payment directly or indirectly based (in whole or in part) on the value of any equity securities of any Stratabound Subsidiary. There are no outstanding obligations, commitments or arrangements, contingent or otherwise, of Stratabound or any Stratabound Subsidiary, to purchase, redeem or otherwise acquire any outstanding Stratabound Subsidiary Securities. There are no voting trusts or shareholder agreements, proxies or other agreements or understandings to which Stratabound or any Stratabound Subsidiary, is a party with respect to the voting of equity securities or any ownership interests in any Stratabound Subsidiary or agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any ownership interests in any Stratabound Subsidiary.

(k) Issue of Consideration Shares: Upon completion of the Arrangement, all necessary corporate action will be taken to authorize the issue and sale of, and, if applicable, the delivery of certificates representing, the Consideration Shares, and the Consideration Shares will be validly issued as fully paid and nonassessable shares of Stratabound, will be listed for trading on the TSXV (subject only to the satisfaction of the conditions set out in the TSXV Conditional Approval) and will not be subject to any contractual or other restrictions on transferability or voting (other than, in the case of transferability,) those that may apply with respect a control distribution under applicable securities laws).
(l) Consents, Approvals and Conflicts: Except as set out in the Stratabound Disclosure Letter, the execution and delivery of this Agreement, the compliance by Stratabound with the provisions of this Agreement or the consummation of the transactions contemplated herein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been or will be obtained by the Effective Date, (B) such as may be required under the Applicable Securities Laws and will be obtained by the Effective Date, or (C) those consents, approval of authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which Stratabound or any Stratabound Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by ‐ laws or any other constating document of Stratabound or any Stratabound Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of Stratabound or any Stratabound Subsidiary, or any statute or any judgment, decree, order, rule, policy or regulation of any court, Governmental Entity, arbitrator, stock exchange or securities regulatory authority applicable to Stratabound or any Stratabound Subsidiary or any of the properties or assets thereof which could have a Material Adverse Effect on the condition (financial or otherwise), business, properties or results of operations of Stratabound or any Stratabound Subsidiary.
(m) Authority and Authorization: Stratabound has all requisite corporate power and capacity to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder or thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof and Stratabound has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof including, without limitation, the issue of the Consideration Shares upon the terms and conditions set forth herein.
(n) Validity and Enforceability: This Agreement has been authorized, executed and delivered by Stratabound and constitutes a valid and legally binding obligation of Stratabound enforceable against Stratabound in accordance with the terms hereof, except where enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of

B-53

creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Laws.

(o) Public Disclosure: Stratabound is in compliance in all material respects with all its disclosure obligations under the Applicable Securities Laws. Each of the Stratabound Disclosure Documents was, as of the date thereof, in compliance in all material respects with the Applicable Securities Laws and did not contain any misrepresentation as of the date of filing thereof. There is no fact known to Stratabound which Stratabound has not publicly disclosed which materially adversely affects, or so far as Stratabound can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, operations or condition (financial or otherwise) of Stratabound or the ability of Stratabound to perform its obligations under this Agreement. Stratabound has not filed any confidential material change reports with any Securities Commissions that is still maintained on a confidential basis.
(p) No Cease Trade Order: No order preventing, ceasing or suspending trading in any securities of Stratabound or prohibiting the issue and sale of securities by Stratabound has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of Stratabound, are pending.
(q) Accounting Controls: Stratabound maintains a system of internal accounting controls sufficient to provide assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of Stratabound; (ii) transactions are recorded to permit the preparation of financial statements for Stratabound in conformity with IFRS, as applicable, and to maintain asset accountability; (iii) access to assets of Stratabound and the Stratabound Subsidiaries is permitted only in accordance with the general or a specific authorization of management of Stratabound; (iv) the recorded accountability for assets of Stratabound and the Stratabound Subsidiaries is compared with the existing assets of Stratabound and the Stratabound Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences therein; and (v) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of Stratabound’s assets that could have a material effect on its financial statements or interim financial statements.
(r) Financial Statements: The Financial Statements comply with the requirements of the Applicable Securities Laws, (i) present fairly, the financial position, the results of operations and cash flows and the shareholders’ equity and other information purported to be shown therein at the respective dates and for the respective periods to which they apply, (ii) such financial statements have been prepared in conformity with IFRS, as applicable, consistently applied throughout the period covered thereby, and all adjustments necessary for a fair presentation of the results for such periods have been made in all material respects, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Stratabound, and, except as disclosed in the Stratabound Disclosure Documents there has been no change in accounting policies or practices of Stratabound since September 30, 2020.
(s) Auditors: The auditors of Stratabound who audited the Audited Financial Statements, and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws and there has not, during the last two financial years, been a reportable disagreement (within the meaning of NI 51-102) between Stratabound and any such auditor.
(t) Audit Committee: The audit committee of Stratabound is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators .
(u) Changes in Financial Position: Since September 30, 2020:
(i) neither Stratabound nor any Stratabound Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor;

B-54

(ii) neither Stratabound nor any Stratabound Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the Ordinary Course and which is not, and which in the aggregate are not, material; and
(iii) neither Stratabound nor any Stratabound Subsidiary has entered into any material transaction;

except in each case as disclosed in the Stratabound Disclosure Letter, the Stratabound Disclosure Documents or as otherwise contemplated by this Agreement.

(v) Insolvency: Except as set out in the Stratabound Disclosure Letter, neither Stratabound nor any of the Stratabound Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.
(w) No Contemplated Changes: Except in connection with the transactions contemplated by this Agreement, as set out below or as set out in the Stratabound Disclosure Letter, none of Stratabound or any Stratabound Subsidiary has approved or has entered into any agreement in respect of, or has any knowledge of:
(i) the purchase of any new material property or assets in connection with any new material properties or any interest therein;
(ii) any material financings other than the transactions contemplated hereunder;
(iii) the granting of any security over any assets of Stratabound or any Stratabound Subsidiary, except as may be required in the Ordinary Course;
(iv) any change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of Stratabound or any Stratabound Subsidiary or otherwise) of Stratabound or any Stratabound Subsidiary; or
(v) a proposed or planned disposition of securities by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of Stratabound or any Stratabound Subsidiary.
(x) Taxes and Tax Returns: Except as set out in the Stratabound Disclosure Letter, prior to the date hereof, Stratabound and each Stratabound Subsidiary has filed in a timely manner all necessary tax returns and notices and other than as disclosed in the Stratabound Disclosure Letter has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and none of Stratabound or any Stratabound Subsidiary is aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any of them or the payment of any material tax, governmental charge, penalty, interest or fine against any of them. To the knowledge of Stratabound, except as set out in the Stratabound Disclosure Letter, prior to the date hereof, there are no actions, suits, proceedings, investigations or claims now threatened or pending against Stratabound or any Stratabound Subsidiary which could result in a material liability in respect of taxes, charges or levies of any Governmental Entity, penalties, interest, fines, assessments or reassessments or any matters under

B-55

discussion with any Governmental Entity relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and Stratabound and each Stratabound Subsidiary has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation.

(y) Insurance: The assets of Stratabound and the Stratabound Subsidiaries and their business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, or, if available, on otherwise commercially reasonable terms, and such coverage is in full force and effect, and neither Stratabound nor the Stratabound Subsidiaries has failed to promptly give any notice or present any material claim thereunder.
(z) Compliance with Laws, Licenses and Permits: Except as set out in the Stratabound Disclosure Letter prior to the date hereof, Stratabound and each Stratabound Subsidiary has conducted and is conducting the business thereof in compliance in all material respects with all applicable Laws and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and none of Stratabound or any Stratabound Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would have a Material Adverse Effect.

(aa) Anti-Corruption Compliance:

(i) None of Stratabound, nor any of the Stratabound Subsidiaries or, to the knowledge of Stratabound, any director, officer, agent, employee, affiliate or associate of Stratabound or any Stratabound Subsidiary or other person acting on behalf of Stratabound or any of the Stratabound Subsidiaries has made, offered or authorized any payment, gift, promise or other advantage, or is aware of or has taken any action, directly or indirectly, to or for the use or benefit of any Government Official or any person where such payment, gift, promise or other advantage would result in a violation by such persons of the Anti-Bribery Laws, and Stratabound and each of the Stratabound Subsidiaries have conducted their businesses in compliance with the Anti-Bribery Laws.
(ii) Neither Stratabound, nor any of the Stratabound Subsidiaries or, to the knowledge of Stratabound, any director, officer, agent, employee, affiliate or associate of Stratabound or any Stratabound Subsidiary or other person acting on behalf of Stratabound or any of the Stratabound Subsidiaries, has been subject to any actions, suits, inquiries, investigations (including internal investigations) or any other proceedings relating to Anti-Bribery Laws and there are no such proceedings ongoing, or, to the knowledge of Stratabound, pending or threatened, involving any of them.
(iii) None of Stratabound, any of the Stratabound Subsidiaries or, to the knowledge of Stratabound, any director, officer, agent, employee, affiliate or associate of Stratabound or any Stratabound Subsidiary or other person acting on behalf of Stratabound or any of the Stratabound Subsidiaries, has received any written inquiry from any Governmental Entity involving any alleged or potential violation of Anti-Bribery Laws.

B-56

(iv) Stratabound maintains adequate internal controls and procedures to assure compliance with Anti-Bribery Laws including procedures to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain. None of Stratabound, nor any of the Stratabound Subsidiaries or, to the knowledge of Stratabound, any director, officer, agent, employee, affiliate or associate of Stratabound or any Stratabound Subsidiary or other person acting on behalf of Stratabound or any of the Stratabound Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Bribery Laws and Stratabound and each of the Stratabound Subsidiaries have conducted their businesses in compliance with Anti-Bribery Laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.
(bb) Agreements and Actions: None of Stratabound or any Stratabound Subsidiary is in violation of any term ‐
of the articles or by laws or any constating document thereof. Other than as disclosed in the Audited Financial Statements, neither Stratabound nor any Stratabound Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, result in any Material Adverse Effect. Other than as disclosed in the Stratabound Disclosure Letter, neither Stratabound nor any Stratabound Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of Stratabound, threatened which, either in any case or in the aggregate, might result in any Material Adverse Effect or in any of their respective properties or assets thereof or in any material liability on the part of Stratabound or any Stratabound Subsidiary or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by Stratabound pursuant hereto or thereto.
(cc) Mineral Rights: Stratabound and each applicable Stratabound Subsidiary directly or indirectly, as the case may be, hold freehold title, leases, licences, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which the Captain Copper/Cobalt Project, Golden Culvert Project and the McIntyre Gold Project are located, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Stratabound or the applicable Stratabound Subsidiary to explore or exploit (as the case may be) the minerals relating thereto, other than has been disclosed in the Stratabound Disclosure Letter, the Captain Copper/Cobalt Technical Report or the Golden Culvert Technical Report. All property, leases or claims in which Stratabound or the applicable Stratabound Subsidiary has any interest or right have been validly applied for and, if issued, to the knowledge of Stratabound, have been issued in accordance with all applicable Laws and are valid and subsisting. Other than as has been disclosed in the Captain Copper/Cobalt Technical Report, Stratabound and the applicable Stratabound Subsidiary have all necessary access rights relating to the Captain Copper/Cobalt Project, granting Stratabound and/or the applicable Stratabound Subsidiary the right and ability to explore for minerals, with only such exceptions as do not materially interfere with the use made by Stratabound or the applicable Stratabound Subsidiary of the rights or interests so held.

(dd) Technical Disclosure:

(i) to the knowledge of Stratabound (i) the Captain Copper/Cobalt Technical Report and the Golden Culvert Technical Report complied in all material respects with the requirements of NI 43 ‐ 101 at the time of filing thereof; and (ii) Stratabound and the applicable Stratabound Subsidiary made available to the authors of the Captain Copper/Cobalt Technical Report and the Golden Culvert Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;
(ii) to the knowledge of Stratabound, none of the material assumptions underlying the reserve or resource estimates, as the case may be, in the Captain Copper/Cobalt Technical Report or

B-57

Golden Culvert Technical Report were unreasonable or inaccurate as at the date of the each technical report;

(iii) the Captain Copper/Cobalt Project and Golden Culvert Project are the only material properties of Stratabound for the purposes of NI 43-101;
(iv) the Captain Copper/Cobalt Technical Report and Golden Culvert Technical Report were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices and applicable Laws, including the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral reserves and resources attributable to the property evaluated therein as at the date stated therein based upon information available at the time the report was prepared; and
(v) Stratabound is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which Stratabound is or should be aware that would disaffirm or change any aspect of the Captain Copper/Cobalt Technical Report or the Golden Culvert Technical Report (including the amount of any mineral reserves and resources set out therein, other than depletion due to mining in the ordinary course) or that would require the filing of a new technical report under NI 43-101.
(ee) No Defaults: Except as disclosed in the Stratabound Disclosure Letter prior to the date hereof, none of Stratabound or any Stratabound Subsidiary is in default of any material term, covenant or condition under or in respect of any judgement, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which Stratabound or any Stratabound Subsidiary is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could have a Material Adverse Effect.
(ff) Compliance with Employment Laws: Except as set out in the Stratabound Disclosure Letter prior to the date hereof, Stratabound is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute a Material Adverse Effect, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of Stratabound, threatened against Stratabound, no union representation question exists respecting the employees of Stratabound and no collective bargaining agreement is in place or currently being negotiated by Stratabound, Stratabound has not received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which Stratabound carries on business or has employees, no employee, consultant or other service provider of Stratabound or any Stratabound Subsidiary has any agreement as to the length of notice required to terminate his, her or its employment with or services to Stratabound in excess of twelve months or equivalent compensation and all benefit and pension plans of Stratabound are funded in accordance with applicable Laws. All Employee Plans of Stratabound have been maintained in compliance with their terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans and have been publicly disclosed to the extent required by applicable Securities Laws. There is not currently any labour disruption that could reasonably be expected to have a Material Adverse Effect. Neither Stratabound, nor any Stratabound Subsidiary is a party to any collective agreement with any bargaining agent or union.
(gg) Accruals: All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of Stratabound or any Stratabound Subsidiary have been accurately reflected in the books and records of Stratabound.

B-58

(hh) Environmental Compliance:

(i) except as set out in the Stratabound Disclosure Letter, the property, assets and operations of Stratabound and the Stratabound Subsidiaries comply, to the knowledge of Stratabound, in all material respects with all applicable Environmental Laws;
(ii) except as set out in the Stratabound Disclosure Letter, Stratabound and the Stratabound Subsidiaries do not have any knowledge of, and have not received any notice of, any claim, judicial or administrative proceeding, pending or threatened against, either Stratabound or any Stratabound Subsidiary or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, which would have a Material Adverse Effect, and Stratabound is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither Stratabound nor any Stratabound Subsidiary nor any of the property, assets or operations are the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Entity;
(iii) except as set out in the Stratabound Disclosure Letter, Stratabound and the Stratabound Subsidiaries have not given or filed any notice under any federal, state, provincial or local law with respect to any Environmental Activity, none of Stratabound or any Stratabound Subsidiary has any liability (whether contingent or otherwise) in connection with any Environmental Activity and Stratabound is not aware of any notice being given under any federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting Stratabound or any Stratabound Subsidiary or the property, assets, business or operations thereof;
(iv) Stratabound and the Stratabound Subsidiaries store any hazardous or toxic waste or substance on the property thereof in accordance with good industry practice and in compliance with Environmental Laws in all material respects and have not disposed of any hazardous or toxic waste, in each case in a manner contrary in any material respects to any Environmental Laws, and there are no Contaminants on any of the premises at which Stratabound or any Stratabound Subsidiary carries on business, in each case other than in compliance with Environmental Laws in all material respects; and
(v) Except as disclosed in the Stratabound Disclosure Letter, Stratabound and the Stratabound Subsidiaries are not subject to any contingent or other liability relating to the restoration or ‐
rehabilitation of land, water or any other part of the environment as a result of non compliance with any Environmental Law.
(ii) No Litigation: Except as disclosed in the Stratabound Disclosure Letter, there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of Stratabound, threatened against Stratabound, or to which any of its properties or assets are subject, which would have a Material Adverse Effect, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the condition (financial or otherwise), capital, property, assets, operations or business of Stratabound or any Stratabound Subsidiary or the ability of Stratabound or any Stratabound Subsidiary to perform the obligations thereof and neither of Stratabound nor any Stratabound Subsidiary is subject to any judgement, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Entity, which, either separately or in the aggregate, may result in a Material Adverse Effect or prevent Stratabound from performing its obligations under this Agreement.
(jj) Intellectual Property: Stratabound owns or possesses adequate enforceable rights to use all trademarks, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to

B-59

the knowledge of Stratabound, Stratabound is not infringing upon the rights of any other person with respect to any such trademarks, copyrights or trade secrets and no other person has infringed any such trademarks, copyrights or trade secrets.

(kk) Non ‐ Arm’s Length Transactions: Except as disclosed in the Stratabound Disclosure Letter and usual employee and consultant reimbursements and compensation paid in the ordinary and normal course of business of Stratabound or any Stratabound Subsidiary, neither Stratabound nor any Stratabound Subsidiary owes any amount to, nor has Stratabound or any Stratabound Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with any of them. Except as stated above, neither Stratabound nor any Stratabound Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee and securityholder of Stratabound or any other person not dealing at arm’s length with Stratabound and the Stratabound Subsidiaries. No officer, director or employee of either Stratabound or any Stratabound Subsidiary and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of Stratabound or any Stratabound Subsidiary which could have a Material Adverse Effect on the ability to properly perform the services to be performed by such person for Stratabound or any Stratabound Subsidiary. Except as stated above, no officer, director, employee or securityholder of Stratabound or any Stratabound Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Stratabound or any Stratabound Subsidiary except for claims in the ordinary and normal course of the business of Stratabound or any Stratabound Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to Stratabound.
(ll) Off-Balance Sheet Transactions: Except as disclosed in the Stratabound Disclosure Letter, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Stratabound or the Stratabound Subsidiaries with unconsolidated entities or other persons.
(mm) Material Contracts: Except for the Material Contracts set out in the Stratabound Disclosure Letter or otherwise forming part of the Stratabound Disclosure Documents, neither Stratabound nor any Stratabound Subsidiary is a party to or bound by any Material Contract of any kind.
(nn) Compliance with Contracts: Each of Stratabound and the Stratabound Subsidiaries, as applicable, has performed all of the obligations required to be performed by it and is entitled to all benefits under the Material Contracts. None of Stratabound nor any Stratabound Subsidiary is in material default or alleged to be in material default of any Material Contract. Each of the Material Contracts is in full force and effect, unamended, and to the knowledge of Stratabound there exists no event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default under any Material Contract.
(oo) Joint Ventures: Except as disclosed in the Stratabound Disclosure Letter, neither Stratabound nor any Stratabound Subsidiary has any associates or affiliates and is not a partner, co-tenant, joint venture or otherwise a participant in any partnership, joint venture, co-tenancy, or other similar joint-owned business.
(pp) No Collateral Benefits: To the knowledge of Stratabound, no related party of California Gold: (a) is a party to any connected transaction to the Arrangement; or (b) is entitled to receive as a consequence of the Arrangement or the other transactions contemplated by this Agreement any benefit, other than a benefit described in paragraph (c) of the definition of collateral benefit where either (i) the related party, together with its associated entities beneficially owns or exercises control or direction over less than one percent or more of the outstanding California Gold Shares or (ii) the requirements of clause (c)(iv)(B)(I) and (II) of the definition of collateral benefit have been satisfied with respect to that benefit and California Gold will provide the disclosure contemplated by clause (c)(iv)(B)(III) in the California Gold

B-60

Circular. The terms “related party”, “connected transaction”, “associated entity” and “collateral benefit” are used in this paragraph as defined in MI 61-101.

(qq) Full Disclosure: The Stratabound Disclosure Record and the Stratabound Data Room taken together disclose all material facts related to Stratabound, the Stratabound Subsidiaries and their respective businesses, financial conditions, assets, liabilities and operations. The representations and warranties of Stratabound contained in this Agreement and the information included in the Stratabound Data Room, taken together with the Stratabound Disclosure Record, are true and correct in all material respects and do not contain any misrepresentation.

B-61

Schedule G Representations and Warranties of California Gold

(a) Organization, Standing and Corporate Power: Each of California Gold and each of the California Gold Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each has all requisite corporate or other entity power and authority to carry on its business as presently conducted and to own or lease and operate the property and assets thereof. Each of California Gold and each California Gold Subsidiary is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Laws) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Directors and Officers: To the knowledge of California Gold, none of its directors or officers are currently, or have been in the past, subject to any order or ruling of any securities regulatory authority or stock exchange that currently prohibits, or has prohibited, such individual from acting as a director or officer of a public company or any company listed on a stock exchange.
(c) Authorized Capital: California Gold is authorized to issue an unlimited number of California Gold Shares of which, as of the date hereof, 65,108,269 California Gold Shares were issued and outstanding as fully paid and non-assessable shares. California Gold is authorized to issue an unlimited number of first preferred shares of which, as of the date hereof, none have been issued. California Gold is authorized to issue an unlimited number of second preferred shares, as of the date hereof, none have been issued.
(d) Listing: The California Gold Shares are listed and posted for trading on the CSE.
(e) Certain Securities Law Matters: California Gold is a reporting issuer or the equivalent only in British Columbia, Alberta, and Ontario, and is not currently noted in default of any material requirement of the Applicable Securities Laws.
(f) Rights to Acquire the Offered Securities: No person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued California Gold Shares or other securities of California Gold, except for, as of the date hereof, an aggregate of 5,250,000 California Gold Shares reserved for issue pursuant to the outstanding California Gold Options and 900,000 California Gold Shares pursuant to the outstanding California Gold Warrants.
(g) Rights Plan: The directors of California Gold have not adopted a shareholder rights plan or a similar plan and California Gold is not party to any agreement in the nature of what is commonly referred to as a shareholder rights plan agreement.
(h) Transfer Agent: TSX Trust Company has been duly appointed by California Gold as the registrar and transfer agent for the California Gold Shares.
(i) Ownership of Subsidiaries: California Gold is the recorded and beneficial owner of the equity interest in each of the California Gold Subsidiaries, directly or indirectly. All outstanding equity interests of each California Gold Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable (as such concepts exist in their respective jurisdiction of organization) and are not subject to any pre-emptive rights. As of the date of this Agreement, there are no outstanding (i) securities of California Gold or any California Gold Subsidiary, convertible into or exchangeable for California Gold Shares or common shares, quotas, preferred shares or other voting securities or ownership interests whatsoever in any California Gold Subsidiary (the item in clause (i), together with the equity securities of the California Gold Subsidiaries, being referred to collectively as the California

B-62

Gold Subsidiary Securities ) or (ii) obligations of California Gold, any California Gold Subsidiary, to make any payment directly or indirectly based (in whole or in part) on the value of any equity securities of any California Gold Subsidiary. There are no outstanding obligations, commitments or arrangements, contingent or otherwise, of California Gold or any California Gold Subsidiary, to purchase, redeem or otherwise acquire any outstanding California Gold Subsidiary Securities. There are no voting trusts or shareholder agreements, proxies or other agreements or understandings to which California Gold or any California Gold Subsidiary, is a party with respect to the voting of equity securities or any ownership interests in any California Gold Subsidiary or agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any ownership interests in any California Gold Subsidiary.

(j) Consents, Approvals and Conflicts: None of the Arrangement, the execution and delivery of this Agreement, the compliance by California Gold with the provisions of this Agreement or the consummation of the transactions contemplated herein do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been or will be obtained by the Effective Date, (B) such as may be required under the Applicable Securities Laws and will be obtained by the Effective Date, or (C) those consents, approval of authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which California Gold or any California Gold Subsidiary is a party or by ‐
which any of them or any of the properties or assets thereof is bound, or the articles or by laws or any other constating document of California Gold or any California Gold Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of California Gold or any California Gold Subsidiary, or any statute or any judgment, decree, order, rule, policy or regulation of any court, Governmental Entity, arbitrator, stock exchange or securities regulatory authority applicable to California Gold or any California Gold Subsidiary or any of the properties or assets thereof which could have a Material Adverse Effect on the condition (financial or otherwise), business, properties or results of operations of California Gold or any California Gold Subsidiary.
(k) Authority and Authorization: California Gold has all requisite corporate power and capacity to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder or thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof and California Gold has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof.
(l) Validity and Enforceability: This Agreement has been authorized, executed and delivered by California Gold and constitutes a valid and legally binding obligation of California Gold enforceable against California Gold in accordance with the terms hereof, except where enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Laws.
(m) Public Disclosure: California Gold is in compliance in all material respects with all its disclosure obligations under the Applicable Securities Laws. Each of the California Gold Disclosure Documents was, as of the date thereof, in compliance in all material respects with the Applicable Securities Laws and did not contain any misrepresentation as of the date of filing thereof. There is no fact known to California Gold which California Gold has not publicly disclosed which materially adversely affects, or so far as California Gold can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, operations or condition (financial or otherwise) of California Gold or the ability of California Gold to perform its obligations under this Agreement. California Gold has not filed any confidential material change reports with any Securities Commission that is still maintained on a confidential basis.

B-63

(n) No Cease Trade Order: No order preventing, ceasing or suspending trading in any securities of California Gold or prohibiting the issue and sale of securities by California Gold has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of California Gold, are pending.
(o) Accounting Controls: Except as disclosed in the California Gold Disclosure Letter, California Gold maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of California Gold; (ii) transactions are recorded to permit the preparation of financial statements for California Gold in conformity with IFRS, as applicable, and to maintain asset accountability; (iii) access to assets of California Gold and the California Gold Subsidiaries is permitted only in accordance with the general or a specific authorization of management of California Gold; (iv) the recorded accountability for assets of California Gold and the California Gold Subsidiaries is compared with the existing assets of California Gold and the California Gold Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences therein; and (v) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of California Gold’s assets that could have a material effect on its financial statements or interim financial statements.
(p) Financial Statements: The Financial Statements comply in all material respects with the requirements of the Applicable Securities Laws, (i) present fairly, in all material respects, the financial position, the results of operations and cash flows and the shareholders’ equity and other information purported to be shown therein at the respective dates and for the respective periods to which they apply, (ii) such financial statements have been prepared in conformity with IFRS, as applicable, consistently applied throughout the period covered thereby, and all adjustments necessary for a fair presentation of the results for such periods have been made in all material respects, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of California Gold, and, except as disclosed in the California Gold Disclosure Documents there has been no change in accounting policies or practices of California Gold since November 30, 2020.
(q) Auditors: The auditors of California Gold who audited the Audited Financial Statements, and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws and there has not, during the last two financial years, been a reportable disagreement (within the meaning of NI 51-102) between California Gold and any such auditor.
(r) Audit Committee: Other than as disclosed in the California Gold Disclosure Letter, the audit committee of California Gold is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators .
(s) Changes in Financial Position: Since November 30, 2020:
(i) neither California Gold nor any California Gold Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor;
(ii) neither California Gold nor any California Gold Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the Ordinary Course and which is not, and which in the aggregate are not, material; and
(iii) neither California Gold nor any California Gold Subsidiary has entered into any material transaction;

except in each case as disclosed in the California Gold Disclosure Documents or as otherwise contemplated by this Agreement.

(t) Insolvency: Neither California Gold nor any of the California Gold Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any

B-64

legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

(u) No Contemplated Changes: Except in connection with the transactions contemplated by this Agreement, none of California Gold or any California Gold Subsidiary has approved or has entered into any agreement in respect of, or has any knowledge of:
(i) the purchase of any new material property or assets in connection with any new material properties or any interest therein;
(ii) any material financings other than the transactions contemplated hereunder;
(iii) the granting of any security over any assets of California Gold or any California Gold Subsidiary, except as may be required in the Ordinary Course;
(iv) any change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of California Gold or any California Gold Subsidiary or otherwise) of California Gold or any California Gold Subsidiary; or
(v) a proposed or planned disposition of securities by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of California Gold or any California Gold Subsidiary.
(v) Taxes and Tax Returns: Except as disclosed in the California Gold Disclosure Letter, California Gold and each California Gold Subsidiary has filed in a timely manner all necessary tax returns and notices and other than as disclosed in the California Gold Disclosure Letter has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and none of California Gold or any California Gold Subsidiary is aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any of them or the payment of any material tax, governmental charge, penalty, interest or fine against any of them. To the knowledge of California Gold, except as disclosed in the California Gold Disclosure Letter, there are no material actions, suits, proceedings, investigations or claims now threatened or pending against California Gold or any California Gold Subsidiary which could result in a material liability in respect of taxes, charges or levies of any Governmental Entity, penalties, interest, fines, assessments or reassessments or any matters under discussion with any Governmental Entity relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and California Gold and each California Gold Subsidiary has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation.
(w) Insurance: The assets of California Gold and the California Gold Subsidiaries and their business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, or on otherwise commercially reasonable terms, and such coverage is in full force and effect, and neither California Gold nor the California Gold Subsidiaries has failed to promptly give any notice or present any material claim thereunder.

B-65

(x) Compliance with Laws, Licenses and Permits: Except as disclosed in the California Gold Disclosure Letter, California Gold and each California Gold Subsidiary has conducted and is conducting the business thereof in compliance in all material respects with all applicable Laws and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and none of California Gold or any California Gold Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would have a Material Adverse Effect.

(y) Anti-Corruption Compliance:

(i) None of California Gold, nor any of the California Gold Subsidiaries or, to the knowledge of California Gold, any director, officer, agent, employee, affiliate or associate of California Gold or any California Gold Subsidiary or other person acting on behalf of California Gold or any of the California Gold Subsidiaries has made, offered or authorized any payment, gift, promise or other advantage, or is aware of or has taken any action, directly or indirectly, to or for the use or benefit of any Government Official or any person where such payment, gift, promise or other advantage would result in a violation by such persons of the Anti-Bribery Laws, and California Gold and each of the California Gold Subsidiaries have conducted their businesses in compliance with the Anti-Bribery Laws.
(ii) Neither California Gold, nor any of the California Gold Subsidiaries or, to the knowledge of California Gold, any director, officer, agent, employee, affiliate or associate of California Gold or any California Gold Subsidiary or other person acting on behalf of California Gold or any of the California Gold Subsidiaries, has been subject to any actions, suits, inquiries, investigations (including internal investigations) or any other proceedings relating to Anti-Bribery Laws and there are no such proceedings ongoing, or, to the knowledge of California Gold, pending or threatened, involving any of them.
(iii) None of California Gold, any of the California Gold Subsidiaries or, to the knowledge of California Gold, any director, officer, agent, employee, affiliate or associate of California Gold or any California Gold Subsidiary or other person acting on behalf of California Gold or any of the California Gold Subsidiaries, has received any written inquiry from any Governmental Entity involving any alleged or potential violation of Anti-Bribery Laws.
(iv) California Gold maintains adequate internal controls and procedures to assure compliance with Anti-Bribery Laws including procedures to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain. None of California Gold, nor any of the California Gold Subsidiaries or, to the knowledge of California Gold, any director, officer, agent, employee, affiliate or associate of California Gold or any California Gold Subsidiary or other person acting on behalf of California Gold or any of the California Gold Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Bribery Laws and California Gold and each of the California Gold Subsidiaries have conducted their businesses in compliance with Anti-Bribery Laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.
(z) Agreements and Actions: None of California Gold or any California Gold Subsidiary is in violation of any ‐
term of the articles or by laws or any constating document thereof. Except as disclosed in the California Gold Disclosure Letter, neither California Gold nor any California Gold Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could

B-66

reasonably be expected to, result in any Material Adverse Effect. Except as disclosed in the California Gold Disclosure Letter, neither California Gold nor any California Gold Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and Except as disclosed in the California Gold Disclosure Letter, there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of California Gold, except as disclosed in the California Gold Disclosure Letter, threatened which might result in any Material Adverse Effect or in any of their respective properties or assets thereof or in any material liability on the part of California Gold or any California Gold Subsidiary or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by California Gold pursuant hereto or thereto.

(aa) Mineral Rights: California Gold and each applicable California Gold Subsidiary directly or indirectly, as the case may be, hold freehold title, leases, licences, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which the Fremont Project and Dingman Project are located, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit California Gold or the applicable California Gold Subsidiary to explore or exploit (as the case may be) the minerals relating thereto, other than has been disclosed in the California Gold Disclosure Letter, the Fremont Technical Report, of the Dingman Technical Report. All property, leases or claims in which California Gold or the applicable California Gold Subsidiary has any interest or right have been validly applied for and, if issued, to the knowledge of California Gold, have been issued in accordance with all applicable Laws and are valid and subsisting. Other than as has been disclosed in the Fremont Technical Report and the Dingman Technical Report, California Gold and the applicable California Gold Subsidiary have all necessary access rights relating to the Fremont Project, granting California Gold and/or the applicable California Gold Subsidiary the right and ability to explore for minerals, with only such exceptions as do not materially interfere with the use made by California Gold or the applicable California Gold Subsidiary of the rights or interests so held.

(bb) Technical Disclosure:

(i) to the knowledge of California Gold (i) the Fremont Technical Report and Dingman Technical Report were prepared in accordance with the requirements of NI 43-101 in all material respects at the time of filing thereof; and (ii) California Gold and the applicable California Gold Subsidiary made available to the authors of the Fremont Technical Report and Dingman Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;
(ii) to the knowledge of California Gold, none of the material assumptions underlying the reserve or resource estimates, as the case may be, in the Fremont Technical Report or Dingman Technical Report were unreasonable or inaccurate as at the date of the Fremont Technical Report;
(iii) California Gold has filed all technical reports required to be filed pursuant to NI 43-101;
(iv) the Fremont Project and Dingman Project are the only material properties of California Gold for the purposes of NI 43-101;
(v) California Gold is in compliance in all material respects with the provisions of NI 43-101 and the Fremont Technical Report and Dingman Technical Report were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices and applicable Laws, including the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral reserves and resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared.

B-67

(cc) No Defaults: Except as disclosed in the California Gold Disclosure Letter, none of California Gold or any California Gold Subsidiary is in default of any material term, covenant or condition under or in respect of any judgement, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which California Gold or any California Gold Subsidiary is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could have a Material Adverse Effect.
(dd) Compliance with Employment Laws: California Gold is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, ‐
except where such non compliance would not constitute a Material Adverse Effect, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of California Gold, threatened against California Gold, no union representation question exists respecting the employees of California Gold and no collective bargaining agreement is in place or currently being negotiated by California Gold, California Gold has not received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which California Gold carries on business or has employees, except as disclosed in the California Gold Disclosure Letter, no employee, consultant or other service provider of California Gold or any California Gold Subsidiary has any agreement as to the length of notice required to terminate his, her or its employment with or services to California Gold in excess of twelve months or equivalent compensation and there are no benefit and pension plans of California Gold. All Employee Plans of California Gold have been maintained in compliance with their terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans and have been publicly disclosed to the extent required by applicable Securities Laws. There is not currently any labour disruption that could reasonably be expected to have a Material Adverse Effect. Neither California Gold, nor any California Gold Subsidiary is a party to any collective agreement with any bargaining agent or union.
(ee) Accruals: All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of California Gold or any California Gold Subsidiary have been accurately reflected in the books and records of California Gold.
(ff) Environmental Compliance:
(i) The property, assets and operations of California Gold and the California Gold Subsidiaries comply, to the knowledge of California Gold, in all material respects with all applicable Environmental Laws;
(ii) California Gold and the California Gold Subsidiaries do not have any knowledge of, and have not received any notice of, any claim, judicial or administrative proceeding, pending or threatened against, either California Gold or any California Gold Subsidiary or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, which would have a Material Adverse Effect, and California Gold is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither California Gold nor any California Gold Subsidiary nor any of the property, assets or operations are the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Entity;
(iii) or in the California Gold Data Room, California Gold and the California Gold Subsidiaries have not given or filed any notice under any federal, state, provincial or local law with respect to any

B-68

Environmental Activity, none of California Gold or any California Gold Subsidiary has any liability (whether contingent or otherwise) in connection with any Environmental Activity and California Gold is not aware of any notice being given under any federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting California Gold or any California Gold Subsidiary or the property, assets, business or operations thereof;

(iv) California Gold and the California Gold Subsidiaries store any hazardous or toxic waste or substance on the property thereof in accordance with good industry practice and in compliance with Environmental Laws in all material respects and have not disposed of any hazardous or toxic waste, in each case in a manner contrary in any material respects to any Environmental Laws, and there are no Contaminants on any of the premises at which California Gold or any California Gold Subsidiary carries on business, in each case other than in compliance with Environmental Laws in all material respects; and
(v) California Gold and the California Gold Subsidiaries are not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment as a result of non ‐ compliance with any Environmental Law.
(gg) No Litigation: Except as disclosed in the California Gold Disclosure Letter, there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of California Gold, threatened against California Gold, or to which any of its properties or assets are subject, which would have a Material Adverse Effect, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the condition (financial or otherwise), capital, property, assets, operations or business of California Gold or any California Gold Subsidiary or the ability of California Gold or any California Gold Subsidiary to perform the obligations thereof and neither of California Gold nor any California Gold Subsidiary is subject to any judgement, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Entity, which, either separately or in the aggregate, may result in a Material Adverse Effect or prevent California Gold from performing its obligations under this Agreement.
(hh) Intellectual Property: To the knowledge of California Gold, California Gold is not infringing upon the rights of any other person with respect to any such trademarks, copyrights or trade secrets and no other person has infringed any such trademarks, copyrights or trade secrets.
(ii) Non ‐ Arm’s Length Transactions: Except for the subordinated secured loan from R.W. Tomlinson Limited, neither California Gold nor any California Gold Subsidiary owes any amount to, nor has California Gold or any California Gold Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with any of them. Except as stated above, neither California Gold nor any California Gold Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee and securityholder of California Gold, or any other person not dealing at arm’s length with California Gold and the California Gold Subsidiaries, that is not a transaction for fair market value. No officer, director or employee of either California Gold or any California Gold Subsidiary and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of California Gold or any California Gold Subsidiary which could have a Material Adverse Effect on the ability to properly perform the services to be performed by such person for California Gold or any California Gold Subsidiary. Except as stated above and as disclosed in the California Gold Disclosure Letter, no officer, director, employee or securityholder of California Gold or any California Gold Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, California Gold or any California Gold Subsidiary except for claims in the ordinary and

B-69

normal course of the business of California Gold or any California Gold Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to California Gold.

(jj) Off-Balance Sheet Transactions: Except as disclosed in the California Gold Disclosure Documents, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of California Gold or the California Gold Subsidiaries with unconsolidated entities or other persons that could reasonably be expected to have a Material Adverse Effect.
(kk) Material Contracts: Except for the Material Contracts disclosed in the California Gold Disclosure Letter or in the California Gold Data Room or otherwise forming part of the California Gold Disclosure Documents, neither California Gold nor any California Gold Subsidiary is a party to or bound by any Material Contract of any kind. True, correct and complete copies of all Material Contracts have been disclosed in the California Gold Data Room prior to the date hereof.
(ll) Compliance with Contracts: Except as disclosed in the California Gold Disclosure Letter, each of California Gold and the California Gold Subsidiaries, as applicable, has performed all material obligations required to be performed by it and is entitled to all benefits under the Material Contracts. None of California Gold nor any California Gold Subsidiary is in material default or alleged to be in material default of any Material Contract. Each of the Material Contracts is in full force and effect, unamended, and to the knowledge of California Gold there exists no event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default under any Material Contract.
(mm) Joint Ventures: Neither California Gold nor any California Gold Subsidiary has any associates or affiliates and is not a partner, co-tenant, joint venture or otherwise a participant in any partnership, joint venture, co-tenancy, or other similar joint-owned business.
(nn) Minute Books: The minute books of California Gold and each of the California Gold Subsidiaries made available to Stratabound in the California Gold Data Room prior to the date hereof contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) and are accurate and complete in all respects.
(oo) Competition Act: As determined in accordance with the Competition Act (Canada): (a) as of November 30, 2020, California Gold and the California Gold Subsidiaries did not own assets in Canada with an aggregate value in excess of $93,000,000; and (b) the gross revenues from sales in or from Canada generated from the assets of California Gold and the California Gold Subsidiaries in Canada did not exceed $93,000,000 for the fiscal year ended August 31, 2020.
(pp) No Collateral Benefits: To the knowledge of California Gold, no related party of California Gold: (a) is a party to any connected transaction to the Arrangement; or (b) is entitled to receive as a consequence of the Arrangement or the other transactions contemplated by this Agreement any benefit, other than a benefit described in paragraph (c) of the definition of collateral benefit where either (i) the related party, together with its associated entities beneficially owns or exercises control or direction over less than one percent or more of the outstanding California Gold Shares or (ii) the requirements of clause (c)(iv)(B)(I) and (II) of the definition of collateral benefit have been satisfied with respect to that benefit and California Gold will provide the disclosure contemplated by clause (c)(iv)(B)(III) in the California Gold Circular. The terms “related party”, “connected transaction”, “associated entity” and “collateral benefit” are used in this paragraph as defined in MI 61-101.
(qq) Full Disclosure: The California Gold Disclosure Record and the California Gold Data Room taken together disclose all material facts related to California Gold, the California Gold Subsidiaries and their respective businesses, financial conditions, assets, liabilities and operations. The representations and warranties of California Gold contained in this Agreement and the information included in the California Gold Data Room, taken together with the California Gold Disclosure Record, are true and correct in all material respects and do not contain any misrepresentation.

B-70

APPENDIX "C" ARRANGEMENT RESOLUTION

The arrangement (the Arrangement ) under Section 182 of the Business Corporations Act (Ontario) (the OBCA ) involving California Gold Mining Inc., a corporation existing under the laws of Ontario (the Corporation ), all as more particularly described and set forth in the Management Information Circular (the California Gold Circular ) of the Corporation dated May 17, 2021, accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the Plan of Arrangement ), involving the Corporation and implementing the Arrangement, the full text of which is set out in Appendix “D” to the California Gold Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms and the Arrangement Agreement), is hereby authorized, approved and adopted.
The arrangement agreement (the Arrangement Agreement ) between the Corporation and Stratabound dated April 20, 2021 and all the transactions contemplated therein, the full text of which is attached as Appendix “B” to the California Gold Circular, the actions of the directors of the Corporation in approving the Arrangement and the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplementations thereto are hereby ratified and approved.
The Corporation is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the Court ) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented). Notwithstanding that this resolution has been passed (and the Arrangement authorized, approved and adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation: (i) to amend, modify or supplement the Arrangement Agreement and the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement; or (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute, whether under corporate seal of the Corporation or otherwise, and to deliver articles of arrangement and such other documents as are necessary or desirable to give effect to the arrangement (such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents) to the Director under the OBCA in accordance with the Arrangement Agreement for filing.
Any one or more directors or officers of the Corporation is hereby authorized and directed, for and on behalf and in the name of the Corporation, to execute and deliver, whether under corporate seal of the Corporation or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (i) all actions required to be taken by or on behalf of the Corporation, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Corporation, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

C-1

APPENDIX "D" PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions.

“ Arrangement ” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of California Gold and Stratabound, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement dated April 20, 2021 between Stratabound Minerals Corp. and California Gold Mining Inc., including all schedules annexed thereto, together with the California Gold Disclosure Letter and the Stratabound Disclosure Letter, as each may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the California Gold Meeting, substantially in the form set out in Schedule A to the Arrangement Agreement and any amendment or variation thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of Stratabound and California Gold, each acting reasonably.

“ Articles of Arrangement ” means the articles of arrangement of California Gold in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to California Gold and Stratabound, each acting reasonably.

“ Business Day ” means any day other than a Saturday, Sunday or statutory or civic holiday in the city of Toronto, Ontario.

“ California Gold ” means California Gold Mining Inc., a corporation existing under the laws of the Province of Ontario.

“ California Gold Circular ” means the notice of the California Gold Meeting, and accompanying information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to the California Gold Shareholders in connection with the California Gold Meeting, as amended, supplemented or otherwise modified from time to time.

“ California Gold Meeting ” means the annual and special meeting of California Gold Shareholders including any adjournment or postponement of such meeting in accordance with the terms of the Arrangement Agreement, to be called and held to secure California Gold Shareholder Approval and for any other purpose as may be set out in the California Gold Circular.

D-1

“ California Gold Optionholders ” means the holders of California Gold Options.

“ California Gold Securityholder ” means a California Gold Optionholder, a California Gold Shareholder or a holder of California Gold Warrants, as the case may be.

“ California Gold Shareholder ” means a registered or beneficial holder of California Gold Shares, as the context requires.

“ California Gold Shareholder Approval ” means the required level of approval for the Arrangement Resolution being (a) at least two-thirds of the votes cast on the Arrangement Resolution by California Gold Shareholders present or represented by proxy at the California Gold Meeting; and (b) such other minority approval as may be required by MI 61-101, with each California Gold Share entitling the holder thereof to one vote on the Arrangement Resolution.

“ California Gold Shares ” means the common shares in the capital of California Gold.

“ California Gold Stock Option Plan ” means the California Gold stock option plan as adopted and approved by the California Gold Shareholders on January 19, 2010, as most recently amended and approved by the California Gold Shareholders on May 14, 2018.

“ California Gold Warrants ” means the common share purchase warrants of California Gold described on Schedule E of the Arrangement Agreement.

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Consideration ” means the consideration to be received pursuant to the Plan of Arrangement by California Gold Shareholders in respect of each California Gold Share that is issued and outstanding immediately prior to the Effective Time, consisting of 1.00 Consideration Share.

“ Consideration Shares ” means Stratabound Shares to be issued in exchange for California Gold Shares pursuant to the Arrangement.

“ Court ” means the Ontario Superior Court of Justice ( Commercial List ).

“ Depositary ” means TSX Trust Company, or any other depositary or trust company, bank or financial institution agreed to between Stratabound and California Gold for the purpose of, among other things, exchanging certificates representing the California Gold Shares for Consideration Shares in connection with the Arrangement.

“ Director ” means the Director appointed pursuant to Section 278 of the OBCA.

“ Dissent Rights ” means the rights of dissent exercisable by the California Gold Shareholders in respect of the Arrangement described in Article 3 hereto.

“ Dissenter ” means a California Gold Shareholder who has duly exercised a Dissent Right and who is ultimately entitled to be paid the fair value of the California Gold Shares held by such California Gold Shareholder.

“ Dissenting Shares ” has the meaning ascribed thereto in Section 3.1.

“Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

D-2

“ Exchange Ratio ” means 1.00.

“ Final Order ” means the final order of the Court pursuant to Section 182 of the OBCA in a form acceptable to California Gold and Stratabound, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of both California Gold and Stratabound, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both California Gold and Stratabound, each acting reasonably) on appeal.

“ Governmental Entity ” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or selfregulatory authority and, for greater certainty, the Securities Commissions, the TSXV and the TSX.

“ Interim Order ” means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Consideration Shares and the Stratabound Replacement Warrants pursuant to the Arrangement, in a form acceptable to California Gold and Stratabound, each acting reasonably, providing for, among other things, the calling and holding of the California Gold Meeting, as such order may be amended by the Court with the consent of California Gold and Stratabound, each acting reasonably.

“ Letter of Transmittal ” means the letter of transmittal sent to holders of California Gold Shares for use in connection with the Arrangement.

“ Lien ” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable, whether or not consensual or arising by law (statutory or otherwise) and whether or not contingent or absolute, including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy any property or assets.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

“ OBCA ” means the Business Corporations Act (Ontario).

“ Parties ” means the parties to the Arrangement Agreement and Party means one of them.

“ Person ” has the meaning ascribed thereto in the Securities Act.

“ Plan of Arrangement ” means this plan of arrangement of California Gold proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the Arrangement Agreement or this plan of arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of California Gold and Stratabound, each acting reasonably.

“ Securities Act ” means the Securities Act (Ontario), as amended.

“ Securities Commissions ” means the Ontario Securities Commission and the applicable securities regulatory authority of a province or territory of Canada.

“ Stratabound ” means Stratabound Minerals Corp, a corporation existing under the laws of the Province of Alberta.

“ Stratabound Replacement Warrants ” has the meaning ascribed thereto in Section 2.3(d).

D-3

“ Stratabound Shares ” means the common shares in the capital of Stratabound;

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

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended and the rules and regulations promulgated thereunder.

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended and the rules and regulations promulgated thereunder.

“ U.S. Securities Laws ” means the U.S. Securities Act, the U.S. Exchange Act, and any applicable U.S. state securities laws.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases, etc. The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation," (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (iii) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(f) Time References. References to time are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement.

2.2 Binding Effect.

D-4

2.3 Arrangement.

(a) Each issued California Gold Share outstanding immediately prior to the Effective Time held by a California Gold Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to Stratabound, free and clear of any Liens, in consideration for a debt claim against Stratabound in an amount and payable in accordance with Article 3, and:
(i) such California Gold Shareholder will cease to be the holder of such Dissenting Shares and will cease to have any rights as holder of such California Gold Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 3.1(a);
(ii) such California Gold Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of California Gold Shares maintained by or on behalf of California Gold; and
(iii) Stratabound will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens.
(b) Immediately thereafter, each issued and outstanding California Gold Share (other than any California Gold Share in respect of which a California Gold Shareholder has validly exercised its Dissent Right) will be transferred to, and acquired by Stratabound, without any act or formality on the part of the holder of such California Gold Share or Stratabound, free and clear of all Liens, in exchange for such number of Consideration Shares equal to the Exchange Ratio multiplied by the number of outstanding California Gold Shares, provided that the aggregate number of Consideration Shares payable to any California Gold Shareholder, if calculated to include a fraction of a Consideration Share, will be rounded down to the nearest whole Consideration Share, with no consideration being paid for the fractional share, and the name of each such California Gold Shareholder will be removed from the register of holders of California Gold Shares and added to the register of holders of Consideration Shares, and Stratabound will be recorded as the registered holder of such California Gold Shares so exchanged and will be deemed to be the legal and beneficial owner thereof.
(c) All California Gold Options that remain outstanding at the Effective Time shall, without further action or formality by or on behalf of the holders thereof, be cancelled without consideration therefore.
(d) Each California Gold Warrant which is outstanding at the Effective Time, shall be exchanged pursuant to the Arrangement for an equivalent warrant (each, a Stratabound Replacement Warrant ) that is exercisable to acquire from Stratabound the number of Stratabound Shares (rounded down to the nearest whole share) equal to: (i) the Exchange Ratio multiplied by (ii) the number of California Gold Shares subject to such California Gold Warrant immediately prior to the Effective Time. Such Stratabound Replacement Warrant shall provide for an exercise price per Stratabound Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per California Gold Share otherwise purchasable pursuant to such Stratabound Replacement Warrant; divided by (y) the Exchange Ratio. It is agreed that all terms and conditions of a Stratabound Replacement Warrant, including the term to expiry and the conditions to and manner of exercising, will be the same as contained in the certificate representing the California Gold Warrant for which it was exchanged, and shall be governed by the terms of such certificate.
(e) All other rights to be issued California Gold Shares existing at the Effective Time and whether or not then vested or otherwise then exercisable, including without limitation arising pursuant to the

D-5

acquisition by California Gold of any option, right, title or interest in or to any real property, mining claims, leases, licenses, mineral or surface rights, shall be and be deemed to be exchanged solely for the right to be issued such number of Consideration Shares per California Gold Share as included in the Consideration.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent.

(a) ultimately are entitled to be paid fair value for their Dissenting Shares, will be entitled to be paid the fair value of such Dissenting Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Dissenting Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Dissenting Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of California Gold Shares; but in no case will California Gold be required to recognize such persons as holding California Gold Shares on or after the Effective Date.

3.2 Recognition of Dissenting Holders.

If a California Gold Shareholder exercises the Dissent Right, Stratabound will, on the Effective Date, set aside a number of Consideration Shares which is attributable under the Arrangement to California Gold Shares for which Dissent Rights have been exercised. If the Dissenter is ultimately not entitled to be paid fair value for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as a non-dissenting California Gold Shareholder and Stratabound will distribute to such California Gold Shareholder Stratabound Shares that the California Gold Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a California Gold Shareholder duly complies with the procedures in connection with the exercise of Dissent Rights and is ultimately entitled to be paid fair value for their Dissenting Shares, Stratabound will pay the amount to be paid in respect of the Dissenting Shares.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Depositary and Procedures.

(a) Stratabound will deposit Consideration Shares with the Depositary to satisfy the consideration issuable and/ or payable to the California Gold Shareholders pursuant to this Plan of Arrangement (other than California Gold Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) After the Effective Date, certificates formerly representing California Gold Shares which are held by a California Gold Shareholder will, except for California Gold Shares held by Dissenters,

D-6

represent only the right to receive the Consideration issuable and/ or payable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.

(c) No dividends or other distributions declared or made after the Effective Date with respect to Stratabound Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for California Gold Shares which, immediately prior to the Effective Date, represented outstanding California Gold Shares and will not be payable or paid until the surrender of certificates for California Gold Shares for exchange for the Consideration issuable and/ or payable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.
(d) As soon as reasonably practicable after the Effective Date, the Depositary will forward to each California Gold Shareholder that submitted a duly completed Letter of Transmittal to the Depositary, together with the certificate (if any) representing the California Gold Shares held by such California Gold Shareholder, the certificates representing Consideration Shares issued to such California Gold Shareholder pursuant to Section 2.3(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such California Gold Shareholder directed in their Letter of Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the California Gold Shareholder in the Letter of Transmittal.
(e) California Gold Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Consideration issuable or payable to them by delivering the certificates representing California Gold Shares formerly held by them to the Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing Consideration Shares issued to such California Gold Shareholder pursuant to Section 2.3 will be registered in such name or names and (i) delivered to the address or addresses as such California Gold Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the California Gold Shareholder in the Letter of Transmittal, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents.
(f) Any certificate which immediately prior to the Effective Date represented outstanding California Gold Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in California Gold, Stratabound or the Depositary.
(g) In the event any certificate, which immediately before the Effective Time represented one or more outstanding California Gold Shares that was exchanged pursuant to Section 2.3, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the California Gold Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 2.3 deliverable in accordance with such Person's Letter of Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/ or paid will, as a condition precedent to the issuance and/ or payment thereof, give a bond satisfactory to Stratabound and its transfer agent in such sum as Stratabound may direct or otherwise indemnify Stratabound in a manner satisfactory to it, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

4.2 No Liens.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

D-7

4.3 Withholding Rights.

Stratabound, California Gold and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any California Gold Securityholders under the Plan of Arrangement such amounts as Stratabound, California Gold or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under the Arrangement Agreement as having been paid to California Gold Securityholders in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

4.4 Paramountcy.

ARTICLE 5 U.S. SECURITIES LAWS EXEMPTION

5.1 U.S. Securities Laws Exemptions and Restrictions

Notwithstanding any provision herein to the contrary, Stratabound and California Gold each agree that the Plan of Arrangement will be carried out with the intention that all Consideration Shares and Stratabound Replacement Warrants issued and exchanged on completion of the Plan of Arrangement to the California Gold Securityholders, as applicable, will be issued and exchanged by Stratabound in reliance on the exemption from the registration requirements of the U.S. Securities Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. In this regard, the implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement, in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and distribution of the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, in each case pursuant to this Plan of Arrangement, shall be exempt from registration under the U.S. Securities Act pursuant to the provisions of Section 3(a)(10) of the U.S. Securities Act, and (ii) the Final Order will serve as a basis of a claim to an exemption pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act regarding the distribution of the Consideration Shares issued in exchange for California Gold Shares, and the Stratabound Replacement Warrants issued in exchange for California Gold Warrants, pursuant to the Arrangement.

D-8

pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement.

(a) California Gold may amend, modify and/ or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/ or supplement must (i) be set out in writing, (ii) be approved by Stratabound, acting reasonably, (iii) filed with the Court and, if made following the California Gold Meeting, approved by the Court, and (iv) communicated to California Gold Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by California Gold at any time prior to the California Gold Meeting (provided that Stratabound shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the California Gold Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the California Gold Meeting shall be effective only if (i) it is consented to in writing by each of California Gold and Stratabound (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the California Gold Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Stratabound, provided that it concerns a matter which, in the reasonable opinion of Stratabound, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest of the California Gold Shareholders.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

D-9

APPENDIX "E" INTERIM ORDER

(begins on following page)

E-1

Court File No. CV-21-00661524-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE

JUSTICE PATTILLO

) MONDAY, THE 17[th] ) ) DAY OF MAY, 2021

(Court Seal)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, Ch. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF CALIFORNIA GOLD MINING INC. INVOLVING STRATABOUND MINERALS CORP.

CALIFORNIA GOLD MINING INC.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, California Gold Mining Inc. ( California Gold ), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act , R.S.O. 1990, c. B.16, as amended (the OBCA ) was heard this day at 330 University Avenue, Toronto, Ontario by videoconference.

ON READING the Notice of Motion, the Notice of Application issued on April 30, 2021 and the affidavit of Larry Phillips sworn May 13, 2021, (the Phillips Affidavit ), including the Plan of Arrangement, which is attached as Appendix D to the draft management proxy circular of the California Gold (the Information Circular ), which is attached as Exhibit A to the Phillips Affidavit,

and on hearing the submissions of counsel for California Gold and counsel for Stratabound Minerals Corp. ( Stratabound ),

Definitions

1 THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

The Meeting

2 THIS COURT ORDERS that California Gold is permitted to call, hold and conduct a special meeting (the Meeting ) of the holders of voting common shares (the Shareholders ) in the capital of California Gold to be held electronically on June 15, 2021 at 11:00 a.m. (Toronto time) in order for the Shareholders to consider and, if determined advisable, pass, with or without amendment, a special resolution approving the Arrangement and the Plan of Arrangement (collectively, the Arrangement Resolution ).

3 THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA , the notice of meeting of Shareholders, which accompanies the Information Circular (the Notice of Meeting ) and the articles and by-laws of California Gold, subject to what may be provided hereafter and subject to further order of this court.

4 THIS COURT ORDERS that the record date (the Record Date ) for determination of the shareholders entitled to notice of, and to vote at, the Meeting shall be May 12, 2021.

5 THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

(a) the Shareholders or their respective proxyholders;
(b) holders of California Gold Options;

(c) the officers, directors, auditors and advisors of California Gold;
(d) representatives and advisors of Stratabound and California Gold; and
(e) other persons who may receive the permission of the Chair of the Meeting.

6 THIS COURT ORDERS that California Gold may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

Quorum

7 THIS COURT ORDERS that the Chair of the Meeting shall be determined by California Gold and that the quorum at the Meeting shall be not less than two Shareholders present in person or represented by proxy holding or representing not less than 5% of the California Gold Shares entitled to be voted at the Meeting.

Amendments to the Arrangement and Plan of Arrangement

8 THIS COURT ORDERS that California Gold is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Honourable Court at the hearing for the final approval of the Arrangement.

9 THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement as referred to in paragraph 8, above, would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Honourable Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as California Gold may determine.

Amendments to the Information Circular

10 THIS COURT ORDERS that California Gold is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraphs 12 and 13.

Adjournments and Postponements

11 THIS COURT ORDERS that California Gold, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as California Gold may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

12 THIS COURT ORDERS that, in order to effect notice of the Meeting, California Gold shall send the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or

additional documents as California Gold may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the Meeting Materials ), to the following:

(a) the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:
(i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of California Gold, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of California Gold;
(ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or
(iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of California Gold, who requests such transmission in writing and, if required by California Gold, who is prepared to pay the charges for such transmission;
(b) non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 of the Canadian Securities Administrators; and
(c) the respective directors and auditors of California Gold by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the

consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

13 THIS COURT ORDERS that, in the event that California Gold elects to distribute the Meeting Materials, California Gold is hereby directed to distribute the Information Circular (including the Notice of Application, and this Interim Order), and any other communications or documents determined by California Gold to be necessary or desirable (collectively, the Court Materials ) to the holders of California Gold Options and California Gold Warrants by any method permitted for notice to Shareholders as set forth in paragraphs 12(a) or 12(b), above, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of California Gold or its registrar and transfer agent at the close of business on the Record Date.

14 THIS COURT ORDERS that accidental failure or omission by California Gold to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of California Gold, or the non-receipt of such notice shall, subject to further order of this Honourable Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of California Gold, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

15 THIS COURT ORDERS that California Gold is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as California Gold may determine in accordance with the terms of the Arrangement Agreement

( Additional Information ), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as California Gold may determine.

16 THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

17 THIS COURT ORDERS that California Gold is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as California Gold may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. California Gold is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. California Gold may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if California Gold deems it advisable to do so.

18 THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) of the OBCA (except as the procedures of that section are varied

by this paragraph) provided that any instruments in writing delivered pursuant to s. 110(4)(a) of the OBCA (a) may be deposited at the registered office of California Gold or with the transfer agent of California Gold as set out in the Information Circular; and (b) any such instruments must be received by California Gold or its transfer agent not later than 5:00 p.m. on June 14, 2021 (or any adjournment or postponement thereof).

Voting

19 THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold voting common shares of California Gold as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

20 THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per common share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Honourable Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(a) an affirmative vote of at least two-thirds (66 2/3%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the Shareholders; and
(b) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes of the persons whose votes may not be included under the minority approval requirements for a business combination under Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions .

Such votes shall be sufficient to authorize California Gold to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Honourable Court.

21 THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting California Gold (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each voting common share held.

Dissent Rights

22 THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA , any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to California Gold in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by California Gold not later than 5:00 p.m. (Eastern time) two business days prior to the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Honourable Court.

23 THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA , Stratabound, not California Gold, shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for voting common shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to

the terms of the Plan of Arrangement. In accordance with the Plan of Arrangement and the Information Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(30), inclusive, of the OBCA shall be deemed to refer to California Gold in place of the “corporation”.

24 THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:

(a) is ultimately determined by this Honourable Court to be entitled to be paid fair value for his, her or its voting common shares, shall be deemed to have transferred those voting common shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to Stratabound for cancellation in consideration for a payment of cash from Stratabound equal to such fair value; or
(b) is for any reason ultimately determined by this Honourable Court not to be entitled to be paid fair value for his, her or its voting common shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall California Gold, Stratabound or any other person be required to recognize such Shareholders as holders of voting common shares of California Gold at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from California Gold’s register of holders of voting common shares at that time.

Hearing of Application for Approval of the Arrangement

25 THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, California Gold may apply to this Honourable Court for final approval of the Arrangement.

26 THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 12 and 13 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 27.

27 THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the lawyers for California Gold, with a copy to counsel for Stratabound, as soon as reasonably practicable, and, in any event, no less than five (5) days before the hearing of this Application at the following addresses:

NORTON ROSE FULBRIGHT CANADA LLP 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario M5K 1E7 CANADA Attention: Andrew McCoomb

DENTONS CANADA LLP 99 Bank Street, Suit 1420 Ottawa, ON K1P 1H4 Attention: Fraser Mackinnon Blair

28 THIS COURT ORDERS that, subject to further order of this Honourable Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

(a) California Gold and its counsel;
(b) Stratabound and its counsel; and

(c) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure .

29 THIS COURT ORDERS that any materials to be filed by California Gold in support of the within Application for final approval of the Arrangement may be filed up to two days prior to the hearing of the Application without further order of this Honourable Court.

30 THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 shall be entitled to be given notice of the adjourned date.

Precedence

31 THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the voting common shares, California Gold Options, or California Gold Warrants, or the articles or by-laws of California Gold, this Interim Order shall govern.

Extra-Territorial Assistance

32 THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Honourable Court in carrying out the terms of this Interim Order.

Variance

33 THIS COURT ORDERS that California Gold shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Honourable Court may direct.

==> picture [71 x 47] intentionally omitted <==

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE_BUSINESS CORPORATIONS_ ACT, R.S.O. 1990, Ch. B.16 AND RULES 14.05(2) AND 14.05(3) OF THE_RULES OF CIVIL_ PROCEDURE Court File No. CV-21-00661524-00CL AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF INVOLVING STRATABOUND MINERALS CORP. CALIFORNIA GOLD MINING INC. CALIFORNIA GOLD MINING INC. Applicant	*ONTARIO* SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) PROCEEDING COMMENCED AT TORONTO	INTERIM ORDER	NORTON ROSE FULBRIGHT CANADALLP 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, ON M5K 1E7 Andrew McCoomb LSO #: 61618B [email protected] Tel: 416.216.4039 Elana Friedman LSO#: 76993F [email protected] Tel: 416.216.2427 Fax: 416.216.3930 Lawyers for the Applicant

APPENDIX "F" NOTICE OF APPLICATION FOR FINAL ORDER

(begins on following page)

F-1

Court File No.

CV-21-00661524-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

==> picture [90 x 89] intentionally omitted <==

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT , R.S.O. 1990, Ch. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF CALIFORNIA GOLD MINING INC. INVOLVING STRATABOUND MINERALS CORP.

CALIFORNIA GOLD MINING INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing

In person

By telephone conference

By video conference

at the following location:

https://nortonrosefulbright.zoom.us/j/96569573305?pwd=dTBrbXZnSFg5MlVMTmRWTV cwUFdrQT09

on June 17, 2021 at 10:00 a.m., or as soon thereafter as counsel may be heard, before a judge presiding over the Commercial List at 330 University Avenue, Toronto, Ontario.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure , serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date April 30, 2021

Issued by

Digitally signed by Maggie Sawka DN: cn=Maggie Sawka, o=Ministry of the Attorney General, ou=Superior Court of Justice, [email protected], c=CA Date: 2021.04.30 19:48:45 -04'00'

Maggie Sawka c=CA Local Registrar

Address of 330 University Avenue 9th Floor court office: Toronto ON M5G 1R7

TO: All holders of California Gold Mining Inc. common shares

AND TO: All warrantholders of California Gold Mining Inc.

AND TO: All optionholders of California Gold Mining Inc.

AND TO: The Directors of California Gold Mining Inc.

AND TO: The Auditor of California Gold Mining Inc.

AND TO: Stratabound Minerals Corp.

c/o Dentons Canada LLP 99 Bank Street, Suite 1420 Ottawa, ON K1P 1H4

Attention: Fraser Mackinnon Blair

APPLICATION

1 The applicant, California Gold Mining Inc. (the Company ), makes an Application for:
(a) an interim order (the Interim Order ) for advice and directions with respect to:
- (i) a special meeting (the Meeting ) of holders of common shares of the Company (the California Gold Shareholders ) to consider, among other things, the Arrangement (as defined below); and
- (ii) the approval of the Arrangement by California Gold Shareholders;
(b) a final order pursuant to s. 182(5) of the Business Corporations Act , R.S.O. 1990, c. B.16 (the OBCA ) approving the plan of arrangement (the Arrangement ) contemplated by the arrangement agreement entered into between the Company and Stratabound Minerals Corp. ( Stratabound ) dated April 20, 2021, in the form attached to the Notice of Special Meeting and Management Information Circular (together, the Circular ) to be delivered to the California Gold Shareholders;
(c) to the extent necessary, an order abridging the time for the service and filing, or dispensing with service, of the Notice of Application and Application Record;
(d) such further orders or directions as are required for the administration of the Arrangement; and
(e) such other relief as counsel for the Applicant may request and this Honourable Court deems fit.
2 The grounds for the Application are:
(a) the Company is incorporated pursuant to, and governed by, the OBCA ;

(b) Stratabound is incorporated under the laws of Alberta;
(c) pursuant to the arrangement agreement, Stratabound intends, among other things, to acquire all of the issued and outstanding common shares of the Company pursuant to a statutory plan of arrangement on the basis of one Stratabound common share for each common share of the Company;
(d) the Arrangement is an “arrangement” within the meaning of s. 182(1) of the OBCA and is being proposed for a valid business purpose;
(e) all pre-conditions to the approval of the Arrangement by the Court will have been satisfied prior to the hearing of the Application;
(f) the Arrangement is in the best interests of the Company and is put forward in good faith;
(g) all statutory requirements under the OBCA have been satisfied or will have been satisfied prior to the hearing of the Application;
(h) the Arrangement is fair and reasonable to the parties affected;
(i) in accordance with the Interim Order, as part of the Circular, this Notice of Application will be sent to all California Gold Shareholders, warrantholders, and optionholders;
(j) the directions set forth in any Interim Order this Honourable Court may grant will have been complied with by the Company and the shareholder approvals will have been obtained by the date of the return of this Application;

(k) the distribution and/or exchange of securities to California Gold Shareholders or other securityholders resident in the United States of America will be made in reliance on the exemption from the requirements to register such securities under Section 3(a)(10) of the Securities Act of 1933 , as amended, of the United States of America, based on this Court’s approval of the Arrangement;
(l) National Instrument 54-101;
(m) section 182 of the OBCA ;
(n) rules 1.04, 1.05, 2.03, 3.02, 14.05(2), 14.05(3), 16.04, 17.02, 37 and 38 of the Rules of Civil Procedure ; and
(o) such further and other grounds as counsel for the Applicant may advise and this Honourable Court may permit.
3 The following documentary evidence will be used at the hearing of the Application:
(a) such Interim Order as may be granted by this Honourable Court;
(b) an affidavit from a representative of the Company, to be sworn, outlining the basis for the Interim Order;

(c) supplementary affidavit material outlining the basis for the Final Order approving the Arrangement and reporting as to compliance with the Interim Order and the results of the Meeting; and

(d) such further and other material as counsel for the Applicant may advise and this

Honourable Court may permit.

April 30, 2021

NORTON ROSE FULBRIGHT CANADA LLP 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, ON M5K 1E7

Andrew McCoomb LSO #: 61618B

[email protected] Tel: 416.216.4039

Elana Friedman LSO#: 76993F

[email protected] Tel: 416.216.2427 Fax: 416.216.3930 Lawyers for the Applicant

==> picture [361 x 317] intentionally omitted <==

APPENDIX "G" SECTION 185 OF THE OBCA

Rights of dissenting shareholders

(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to, (a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation; (b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise; (c) amalgamate with another corporation under sections 175 and 176; (d) be continued under the laws of another jurisdiction under section 181; or (e) sell, lease or exchange all or substantially all its property under subsection 184 (3), a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in, (a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29[th] day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or (b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29[th] day of July, 1986.

Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

G-1

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing, (a) the shareholder’s name and address; (b) the number and class of shares in respect of which the shareholder dissents; and (c) a demand for payment of the fair value of such shares.

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13), (a) to be issued, without payment of any fee, a new certificate representing the same

number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

G-2

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled, (a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice, (a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given, (a) has sent to the corporation the notice referred to in subsection (10); and (b) has not accepted an offer made by the corporation under subsection (15), if such an offer was

G-3

made, of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22)(a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may, (a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

G-4

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

G-5

APPENDIX "H" COMPARISON BETWEEN OBCA AND ABCA

The provisions of the OBCA dealing with shareholder rights and protections are generally comparable to those contained in the Business Corporations Act of Alberta (ABCA). Shareholders of the Corporation will not lose any significant rights or protection as a result of the Continuance.

The following is a summary comparison of the provisions of the OBCA and the ABCA which pertain to the rights of Shareholders. This summary is not intended to be exhaustive and Shareholders should consult their legal advisors regarding all of the implications of the continuance.

Sale of the Company's Undertaking

The OBCA requires approval of the holders of two-thirds of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of a corporation, other than in the ordinary course of business. If a sale, lease or exchange of all or substantially all of the property of a corporation would affect a particular class or series of shares in a manner that is different than the shares of another class or series entitled to vote, then such class or series of shares are entitled to a separate class or series vote, regardless of whether or not such shares otherwise carry the right to vote.

Under the ABCA, the directors of a company may dispose of all or substantially all of the business or undertaking of the company only if it is in the ordinary course of the corporation's business or with shareholder approval authorized by special resolution. Under the ABCA a special resolution means a resolution passed by a majority of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution.

Amendments to the Articles of a Corporation

Under the OBCA, amendments to the articles of a corporation require a resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the amendments and, where certain specified rights of the holders of a class or series of shares are affected differently by the amendments than the rights of the holders of other classes or series of shares, such holders are entitled to vote separately as a class or series, whether or not such class or series of shares otherwise carry the right to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Similar to the OBCA, most corporate alterations under the ABCA will require a special resolution. Alteration of the special rights and restrictions attached to issued shares requires consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation or continuation of a corporation out of the jurisdiction requires a special resolution.

Rights of Dissent and Appraisal

The ABCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a company, may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to:

amend its articles to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class;
amend its articles to add, change or remove any restrictions on the business or businesses that the corporation may carry on;
amend its articles to add or remove an express statement establishing the unlimited liability of shareholders;

H-1

amalgamate with another corporation;
be continued under the laws of another jurisdiction; or
sell, lease or exchange all or substantially all its property.

The OBCA contains a similar dissent remedy, although the procedure for exercising this remedy is different from that contained in the ABCA.

Shareholder Derivative Actions

Under the OBCA, a complainant, defined as including a registered or beneficial shareholder, a former registered or beneficial holder of a corporation or any of its affiliates, a director or officer or a former director or officer of a corporation or any of its affiliates, or any other person whom the court considers to be a proper person to make an application under the OBCA, may, with leave of the court, bring an action in the name and on behalf of the company to bring an action in the name and on behalf of a corporation or any of its subsidiaries or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.

The right to bring a derivative action under the ABCA extends to creditors, who may bring forward an action in the name and on behalf of a corporation or any of its subsidiaries or intervene in an action to which a corporation or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation or subsidiary.

Oppression Remedies

Under the OBCA a registered shareholder, beneficial shareholder, former registered shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates: (a) any act or omission of a corporation or its affiliates effects or threatens to effect a result; (b) the business or affairs of a corporation or its affiliates are or have been or are threatened to be carried on or conducted in a manner; or (c) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer.

The oppression remedy under the ABCA is similar to the remedy found in the OBCA, with the exception that creditors can seek an oppression remedy if in the discretion of the Court the creditor is a proper person to make an application.

Requisition of Meetings

Both the OBCA and the ABCA permit the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Place of Meetings

The OBCA provides that, subject to the articles and any unanimous shareholder agreement, and if the bylaws of the corporation so provide, meetings of shareholders may be held either inside or outside Ontario as the directors may determine. The ABCA requires all meetings of shareholders to be held at the place within Alberta provided in the by-laws or, in the absence of such provision, at the place within Alberta that the directors determine.

H-2

Directors

The OBCA requires that at least 25% of directors be resident Canadians and requires that for offering corporations not fewer than three individuals be elected and at least one-third of the directors not be officers or employees of the corporation or its affiliates.

The ABCA also requires that at least 25% of directors be resident Canadians and provides that a public company must have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

H-3

APPENDIX "I" FAIRNESS OPINION

(begins on following page)

I-1

INFOR Financial Inc. 200 Bay Street, Suite 2350 Toronto, ON M5J 2J2

==> picture [118 x 29] intentionally omitted <==

April 20, 2021

California Gold Mining Inc. 150 King St. West, Suite 2106 Toronto, ON M5H 1J9

To the Board of Directors (the “ Board ”) of California Gold Mining Inc.:

INFOR Financial Inc. (“ INFOR Financial ”, “ we ” or “ us ”) understands that California Gold Mining Inc. (“ California Gold ” or the “ Corporation ”) proposes to enter into an arrangement agreement to be dated on or about April 2021, 2021 (the “ Agreement ”) with Stratabound Minerals Corp. (“ Stratabound ”) , pursuant to which Stratabound will acquire all of the issued shares of California Gold (the “ Shares ”) pursuant to an arrangement (“ Arrangement ”) under the Business Corporations Act (Ontario) (the “ OBCA ”), as amended from time to time.

The Arrangement

Pursuant to the Agreement, the holders of Shares of California Gold (“ Shareholders ”) will receive 1 (one) Stratabound share for 1 (one) California Gold share, which, as of April 16, 2021 represented a price of C$0.18 for each Share (the “ Consideration ”). As a result of the Arrangement, Shareholders are expected to hold approximately 40.1% of Stratabound on a pro forma basis.

The Arrangement is subject to certain conditions, including, among othres, approval by at least two-thirds of the votes cast by shareholders of each of California Gold and Stratabound present in person or by proxy at a joint special meeting of shareholders of each corporation to be called to consider the Arrangement.

You have requested INFOR Financial’s opinion (the “ Opinion ”) with respect to the fairness of the Consideration, from a financial point of view, to the Shareholders. This Opinion is provided pursuant to a letter agreement between INFOR Financial and the Corporation dated April 6, 2021 (the “ Engagement Agreement ”). In that regard, pursuant to the Engagement Agreement, on April 20, 2021, at the request of the Directors of California Gold, INFOR Financial verbally delivered the Opinion to the Board at a meeting of the Board that began on April 19, 2021, was adjourned and subsequently continued on April 20, 2021, based upon and subject to the scope of review, analyses, assumptions, limitations, qualifications and other matters described herein. This Opinion provides the same opinion, in writing, as that given orally by INFOR Financial on April 20, 2021. INFOR Financial is not acting as financial advisor to California Gold in respect of the Transaction.

INFOR Financial Engagement and Background

California Gold formally engaged INFOR Financial on April 6, 2021 pursuant to the Engagement Agreement solely to deliver the Opinion. INFOR Financial will receive a fee from California Gold for the delivery of the Opinion. In addition, INFOR Financial is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by California Gold as described in the indemnity that forms part of the Engagement Agreement. The fees payable to INFOR Financial by California Gold in respect of the delivery of the Opinion are not contingent upon the conclusions reached by INFOR Financial herein or the consummation of the Transaction.

I-2

Independence of INFOR Financial

None of INFOR Financial, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario) (the “ Act ”)) of California Gold or Stratabound (the “ Interested Parties ”), or any of their respective associates or affiliates. INFOR Financial has been retained by California Gold to provide the Opinion to the Directors and is not acting as an advisor, financial or otherwise, to any person or company in respect of the Transaction or any other transaction.

INFOR Financial has neither provided financial advisory services nor participated in any financings involving California Gold or Stratabound over the past 24 months.

INFOR Financial acts as a trader in major financial markets and, as such, may have had and may in the future have long or short positions in the securities of California Gold, Stratabound or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it receives or may receive commission.

INFOR Financial has not entered into any other agreements or arrangements with any Interested Party with respect to any future dealings. INFOR Financial may however, in the ordinary course of its business, provide financial advisory or investment banking services to one or more of the Interested Parties from time to time.

Credentials of INFOR Financial

INFOR Financial is an independent investment bank that offers advice on mergers and acquisitions, capital raises and corporate restructurings. INFOR Financial’s principals have extensive experience working at leading accounting firms, law firms, asset management firms and both independent Canadian and global bank owned investment dealers where they served diverse industries including financial services, technology, media and communications, healthcare, industrials, metals and mining, and oil and gas. They have extensive experience providing advisory services on complex, transformative transactions and related capital markets activity.

Scope of Review

For the purpose of preparing the Opinion, INFOR Financial has analyzed financial, operational and other information relating to California Gold and Stratabound, including information derived from meetings and discussions with the management of California Gold. Except as expressly described herein, INFOR Financial has not conducted any independent investigations to verify the accuracy and completeness thereof.

In connection with rendering the Opinion, INFOR Financial has reviewed and relied upon, among other things, the following:

NI 43-101 Technical Report for the Fremont Project effective December 9, 2016 and dated December 15, 2016;
NI 43-101 Technical Report Preliminary Economic Assessment on the Captain, CNE and Taylor Brook VMS Deposits, New Brunswick, Canada effective November 23, 2011 and dated December 1, 2011;
non-binding term sheet for the Transaction dated April 7, 2021;
draft of the Arrangement Agreement and Plan of Arrangement dated April 19, 2021;
audited financial statements of the Corporation for the 12 months ended December 31, 2018, 2019 and 2020;
management discussion & analysis of the Corporation for the year ended December 31, 2020;
audited financial statements of Stratabound for the 12 months ended December 31, 2018, 2019 and 2020;
recent press releases, material change reports and other public documents filed by California Gold and Stratabound on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, and Stratabound’s company website;

I-3

certain other publicly available information related to the business, operations, financial conditions and trading history of each of California Gold and Stratabound and other selected publicly available information that INFOR Financial considered relevant;
certain internal financial, operational, corporate, budget and other information concerning California Gold and its subsidiaries that was prepared and provided by management of California Gold;
data on comparable companies and precedent transactions for companies in the mining sector that INFOR Financial considered relevant;
discussions with management regarding the past and current operations as well as financial conditions and prospects of California Gold and other matters that INFOR Financial considered relevant;
discussions with California Gold’s legal counsel relating to legal matters including with respect to the Arrangement Agreement;
representations contained in a management certificate, addressed to INFOR Financial and dated the date hereof, from senior officers of California Gold as to the completeness and accuracy of the information upon which this Opinion is based and certain other matters; and

such other corporate, industry, and financial market information, investigations and analyses as INFOR Financial considered necessary or appropriate at the time and in the circumstances.

INFOR Financial has not, to the best of its knowledge, been denied access by California Gold to any information requested. INFOR Financial did not meet with the auditors of California Gold or Stratabound and has assumed the accuracy and fair presentation of the audited and unaudited consolidated financial statements of those parties and, as applicable, the reports of the auditors thereon.

Prior Valuations

The Corporation has represented to INFOR Financial that there have not been any prior valuations of the Corporation or its material assets or its securities in the past 24-month period.

Assumptions and Limitations

With the approval of the Directors, and as is provided for in the Engagement Agreement, INFOR Financial has relied upon the completeness, accuracy and fair presentation of all of the financial information, business plans, forecasts and other information, data and representations provided to INFOR Financial regarding California Gold, the Transaction, directly or indirectly, orally or in writing, by California Gold, its subsidiaries, associates and/or affiliates (with affiliates, subsidiaries and associates having the meanings ascribed to such terms in the Act) and/or any of their respective agents, advisors, consultants and representatives for the purpose of preparing the Opinion (collectively, the “ Information ”). The Opinion is conditional upon the completeness, accuracy and fair presentation of the Information. Subject to the exercise of professional judgment and except as expressly described herein, we have not attempted to independently verify the completeness, accuracy or fair presentation of any of the Information or investigated whether any changes have occurred to the facts set out or referred to in the Information subsequent to the date thereof.

With respect to the financial budget, forecasts and other future oriented financial information of California Gold, upon the advice of California Gold, we have assumed that such projections, forecasts and other future oriented financial information have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management team of California Gold at the time that they were prepared, except to the extent updated by more current information provided to us by the management team of California Gold. We express no independent view as to the reasonableness of such financial budgets, forecasts and other future oriented financial information of California Gold or the assumptions on which they are based.

I-4

We have also assumed that all of the representations and warranties contained in the Agreement are correct as of the date hereof and that the Arrangement will be completed substantially in accordance with its terms and all applicable laws, and that the management information circular or other disclosure document (each a “ Disclosure Document ”) will disclose all material facts relating to the Arrangement and will satisfy all applicable legal requirements.

The Interim President & Chief Executive Officer and Chief Financial Officer of California Gold have represented to INFOR Financial in an officers’ certificate, among other things, that (i) the Information was, at the date the Information was provided to INFOR Financial and as at the date of the delivery of the certificate to INFOR Financial, complete, true and correct in all material respects, and did not contain any untrue statement of a material fact (as such term is defined in the Act) in respect of California Gold or any other subsidiary or affiliate of California Gold or in respect of the Arrangement or omit to state a material fact necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the dates on which the Information was disclosed or provided to INFOR Financial, except as subsequently disclosed to INFOR Financial, there has been no material change (as such term is defined in the Act) or any new material fact, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, affairs, operations or prospects of California Gold or any of California Gold subsidiaries, associates or affiliates, or to the Arrangement nor any change in any material fact which is of a nature as to render any portion of the Information untrue or misleading in any material adverse respect or which would reasonably be expected to have a material adverse effect on the Opinion.

In arriving at our opinion as expressed herein, we have not made or prepared any valuation or appraisal of the securities, assets or liabilities of California Gold, Stratabound or any other party to the Transaction, nor have we been furnished with any such valuations or appraisals, and our opinion should not be construed as any such valuation or appraisal. Moreover, the advice and opinions provided are not intended to constitute an opinion as to the “fair value” of California Gold, Stratabound or any of the respective securities or assets thereof. INFOR Financial was not engaged to review any legal, tax or regulatory aspects of the Transaction and the Opinion does not address any such matters. We have relied upon, without independent verification, the assessment by California Gold and its legal and tax advisors with respect to such matters. In addition, the Opinion does not address the relative merits of the Transaction as compared to any strategic alternatives that may be available to California Gold. The Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of California Gold, as they were reflected in the Information and as they have been represented to INFOR Financial in discussions with management of California Gold.

In considering the fairness of the Consideration, from a financial point of view, to the Shareholders, we did not assess any income tax consequences of the Arrangement to Shareholders. We have not conducted, and we have assumed no obligation to conduct, any due diligence on the material contracts of California Gold, the parties to the Agreement or their respective subsidiaries. The Opinion is limited to the fairness of the Consideration, from a financial point of view, to the Shareholders, and we express no opinion as to the underlying decision which California Gold may make to recommend the Arrangement.

In its analyses and in preparing the Opinion, INFOR Financial has made numerous assumptions with respect to industry trends and performance, general business and economic conditions and other regulatory matters, many of which are beyond the control of INFOR Financial or any party to the Arrangement and, while reasonable under current circumstances, may prove to be incorrect. INFOR Financial believes that its analysis must be considered as a whole and that selecting portions of the analysis or the factors considered by it, without considering all factors and analysis together, could create a misleading view of the process underlying the Opinion.

In preparing the Opinion, we have assumed that the executed Agreement, subscription agreement and other material transaction documents will not differ in any material respect from the drafts that we have reviewed, and

I-5

that the Arrangement will be consummated in accordance with the terms and conditions of the Agreement and the Plan of Arrangement scheduled thereto without waiver of, or amendment to, any term or condition that is in any way material to our analyses.

The preparation of an opinion of this nature is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The Opinion has been provided solely for the use of the Board for the purposes of considering the Arrangement and may not be used or relied upon by any other person or for any other purpose without the express prior written consent of INFOR Financial. The Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without INFOR Financial’s prior written consent.

This Opinion does not constitute a recommendation to the Board as to whether it should approve the Agreement or to any such persons should vote in favour of the Arrangement or any other matter. Under the terms of its engagement, INFOR Financial has consented to the inclusion of the text and description of the Opinion in any Disclosure Document to be mailed to Shareholders in connection with the Arrangement, provided that such Disclosure Document is provided to INFOR Financial and the disclosure therein relating to INFOR Financial and the Opinion is approved by us, acting reasonably.

The Opinion is given as of the date hereof, and INFOR Financial disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to INFOR Financial’s attention after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, INFOR Financial reserves the right to change, modify or withdraw the Opinion.

Approach to Fairness

In connection with the Opinion, INFOR Financial has performed a variety of financial and comparative analyses. In arriving at the Opinion, INFOR Financial has not attributed any particular weight to any specific analysis or factor, but rather has made qualitative judgments based on our experience in rendering such opinions and on the circumstances and Information as a whole.

Conclusion

Based upon and subject to the assumptions, qualifications and limitations contained herein, INFOR Financial is of the opinion that, as of the date hereof, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

Yours very truly,

==> picture [190 x 38] intentionally omitted <==

INFOR FINANCIAL INC.

I-6

APPENDIX "J" ADDITIONAL INFORMATION CONCERNING STRATABOUND

( begins on following page )

J-1

The following information, including information contained in documents incorporated by reference herein, contains forward-looking information about Stratabound, including information following completion of the Arrangement. See “Cautionary Statement Regarding Forward-Looking Information” in this Circular in respect of forward-looking information that is included in this Appendix and in the documents incorporated by reference herein.

The following information concerning Stratabound should be read in conjunction with the documents incorporated by reference into this Appendix “J”. The following information is presented on a preArrangement basis and reflects the business, financial and share capital position of Stratabound.

Upon completion of the Arrangement, each Shareholder (other than Dissenting Shareholders) will become a shareholder of Stratabound. All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in Appendix 'A” or elsewhere in this Circular.

General

Stratabound was incorporated under the laws of the Province of Alberta on March 5, 1986. Stratabound is listed on the TSXV and trades under the symbol “SB” and on the OTCQB under the symbol “SBMIF”. Stratabound is a Tier 2 mining issuer and is in the process of exploring its optioned Golden Culvert property in the Yukon Territory, and also holds mineral properties in the province of New Brunswick. Stratabound is a reporting issuer in each of the provinces of British Columbia and Alberta. Its head office and corporate office is located at 100 King Street West, Suite 5700, Toronto, Ontario, M5X 1C7.

Further information regarding the business of Stratabound, its activities and mineral properties can be found in the Stratabound AIF (defined herein) and other documents incorporated by reference herein.

Recent Developments

On March 18, 2021, California Gold received a binding proposal (the “ Binding Proposal ”) from Stratabound to purchase all the issued and outstanding California Gold Shares. Stratabound’s offer was to pay $0.1949 for each California Gold Share, with the consideration comprised of Stratabound Shares at a share exchange ratio of 0.825 Stratabound Shares for each California Gold Share. These figures were based on the 20-day volume-weighted average prices of Stratabound and California Gold for the period ending March 17, 2021. The offer required the conversion of 40% of the principal amount of California Gold’s outstanding secured debt to California Gold Shares, prior to the transaction, and provided California Gold with two seats on the Stratabound Board.

On April 7, 2021, California Gold received the Revised Binding Proposal from Stratabound to purchase all the issued and outstanding California Gold Shares not already owned by Stratabound. Stratabound’s offer was to pay $0.20 for each California Gold Share, with the consideration to be comprised of Stratabound Shares at a share exchange ratio of 1.00 Stratabound Share for each California Gold Share. These figures were based on the closing market prices on April 6, 2021.

On April 20, 2021 the Arrangement Agreement (and ancillary documents including the form of California Gold Support Agreements and the Plan of Arrangement) was signed by California Gold and Stratabound.

On April 21, 2021 the transaction was announced by California Gold and Stratabound in separate press releases.

If the Arrangement becomes effective, each Shareholder will receive 1.00 Stratabound Share for each California Gold Share held. The California Gold Shares will be de-listed from the CSE when the Arrangement is completed and California Gold will become a direct wholly-owned subsidiary of Stratabound.

Stratabound Documents Incorporated by Reference

Information has been incorporated by reference in this Circular from documents filed with the various securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Quebec.

J-2

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Stratabound at 100 King Street West, Suite 5700, Toronto, Ontario, M5X 1C7 telephone: 416-915-4157, and are also available electronically under Stratabound’s profile on SEDAR at www.sedar.com. Stratabound’s filings through SEDAR are not incorporated by reference in this Circular except as specifically set out herein. The following documents filed by Stratabound with the securities commissions or similar authorities in each of the provinces and territories of Canada are specifically incorporated by reference in, and form an integral part of, this Circular:

(a) the annual information form of Stratabound for the year ended December 31, 2020 (the “ Stratabound AIF ”);
(b) the audited annual consolidated financial statements of Stratabound, as at and for the years ended December 31, 2020 and December 31, 2019, together with the notes thereto, the auditors’ report thereof;
(c) management’s discussion and analysis for the years ended December 31, 2020 and December 31, 2019 (the “ Stratabound MD&A ”);
(d) the condensed interim consolidated financial statements of Stratabound as at and for the nine months ended September 30, 2020 and 2019, together with the notes thereto (the “ Stratabound Interim Financials ”);
(e) management’s discussion and analysis for the nine months ended September 30, 2020;
(f) the management information circular dated June 30, 2020 prepared in connection with the annual general meeting of Stratabound shareholders held on July 31, 2020;
(g) the material change report dated April 21, 2021 in respect of the Arrangement; and
(h) the material change report dated January 25, 2021 in respect of the Win Option.

Any document of the type referred to in Section 11.1 of Form 44-101F1 of National Instrument 44-101 - Short Form Prospectus Distributions (excluding confidential material change reports), if filed by Stratabound with a securities commission or similar regulatory authority in Canada after the date of this Circular disclosing additional or updated information including the documents incorporated by reference herein, filed pursuant to the requirements of the applicable securities legislation in Canada, will be deemed to be incorporated by reference in this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Making such a modifying or superseding statement shall not be deemed to be an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, untrue statement of a material fact, nor an omission to state a material fact that is required to be stated or necessary to make a statement not misleading in light of the circumstances in which it is made.

References to Stratabound’s website in any documents that are incorporated by reference into this Circular do not incorporate by reference the information on such website, and Stratabound disclaims any such incorporation by reference.

Description of Capital Structure

The authorized share capital of Stratabound consists of an unlimited number of Stratabound Shares without nominal or par value. As of the date of this Circular, 89,350,836 Stratabound Shares were issued and outstanding. In addition, as of the date of this Circular, there were 6,700,000 Stratabound Shares

J-3

issuable on the exercise of stock options and 21,693,769 Stratabound Shares issuable on the exercise of common share purchase warrants.

Holders of Stratabound Shares are entitled to (i) receive notice of and to vote at every meeting of shareholders of Stratabound, (ii) receive such dividends as the directors of Stratabound may, from time to time, by resolution declare, and (iii) share equally in the assets of Stratabound remaining upon the liquidation or winding-up of Stratabound on a share for share basis after the creditors of Stratabound have been satisfied. The Stratabound Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Consolidated Capitalization

There have been no material changes to the share and loan capital of Stratabound, on a consolidated basis, since September 30, 2020, the date of the Stratabound Interim Financials, except as set out in “ Prior Sales ” below.

Stratabound expects to issue up to an aggregate of approximately 65,108,269 Stratabound Shares in connection with the Arrangement, assuming no exercise of Dissent Rights and no exercise or settlement, as the case may be, of outstanding California Gold Options prior to the Effective Date, representing a post-transaction pro forma share ownership of approximately 42.19% of the Stratabound Shares by former securityholders of California Gold (based on a total of 89,211,515 Stratabound Shares outstanding as of May 12, 2021).

For further information regarding the treatment of California Gold securities in connection with the Arrangement, please see “ The Arrangement – Arrangement Mechanics ” in the Circular as well as Appendix “D” to the Circular.

Market for Securities

The Stratabound Shares are listed for trading on the TSXV under the trading symbol “SB” and on the OTC under the symbol “SBMIF”.

The following table sets forth the high and low prices and total monthly volume of the Stratabound Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

Month	High	Low	Total Monthly Volume
May 2020	$0.09	$0.06	480,400
June 2020	$0.07	$0.06	100,000
July 2020	$0.28	$0.08	5,251,200
August 2020	$0.27	$0.18	2,055,300
September 2020	$0.24	$0.17	1,403,300
October 2020	$0.26	$0.18	2,232,200
November 2020	$0.38	$0.21	2,986,800
December 2020	$0.33	$0.26	1,250,200
January 2021	$0.32	$0.20	3,406,800
February 2021	$0.30	$0.17	2,498,300
March 2021	$0.28	$0.18	1,557,000

J-4

April 2021	$0.22	$0.17	1,038,500
May 1 – May 12, 2021	$0.20	$0.18	874,000

Prior Sales

The following table summarizes the issuance by Stratabound of Stratabound Shares or securities convertible into Stratabound Shares during the 12-month period preceding the date of the Circular.

Date of Issuance	Security	Number of Securities	Issuance/Exercise Price Per Security
May 19, 2020	Options	800,000	$0.10
June 22, 2020(1)	Common Shares	600,000	$0.07
August 21, 2020	Common Shares	5,000,000	$0.20
August 21, 2020	Warrant	2,500,000	$0.30
August 21, 2020	Common Shares (flow-through basis)	460,000	$0.25
August 21, 2020	Warrant	230,000	$0.35
August 21, 2020(2)	Warrant	12,000	$0.35
August 21, 2020	Common Shares (flow-through basis)	5,974,950	$0.20
August 21, 2020	Warrant	2,987,475	$0.30
August 21, 2020	Warrant	22,500	$0.30
September 23, 2020	Common Shares (flow-through basis)	960,000	$0.25
September 23, 2020	Warrant	480,000	$0.35
September 23, 2020(2)	Warrant	28,000	$0.35
September 23, 2020	Common Shares (flow-through basis)	19,590,000	$0.20
September 23, 2020	Warrant	9,795,000	$0.30
September 23, 2020(2)	Warrant	88,750	$0.30
September 26, 2020(3)	Options	3,500,000	$0.25
October 8, 2020	Common Shares (flow-through basis)	4,940,000	$0.25
October 8, 2020	Warrant	2,470,000	$0.35
October 8, 2020(2)	Warrant	247,000	$0.24
December 18, 2020	Common Shares	200,000	$0.28

J-5

December 18, 2020	Common Shares	200,000	$0.28
December 29, 2020	Common Shares	6,635,393	$0.31
December 29, 2020	Warrant	2,211,797	$0.45
December 29, 2020(2)	Warrant	796,246	$0.31
January 27, 2021	Common Shares	117,300	$0.27

Notes:

(1) Issued to officers of Stratabound in recognition of their work performed.
(2) Broker warrants.
(3) Issued in accordance with Stratabound’s stock option plan.

Dividends and Distributions

As of May 12, 2021, Stratabound has not declared dividends on its Stratabound Shares and has no intention to declare dividends on its Stratabound Shares in the immediate or foreseeable future. Any future dividends declared will made at the discretion of the Board and will depend on circumstances at the time of contemplation, including financial status of Stratabound, contractual or regulatory obligations, and other conditions existing at such future time.

Risk Factors

An investment in Stratabound Shares and the completion of the Arrangement are subject to certain risks. There are various risks, including those discussed in the Stratabound AIF, which is incorporated herein by reference, that could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of Stratabound. These risk factors, together with all of the other information included or incorporated by reference in this Circular, including information contained in the sections entitled “Risks Factors Relating to the Arrangement” of this Circular, should be carefully reviewed and considered by California Gold Shareholders before a decision concerning the Arrangement is made.

Auditor and Transfer Agent

The auditor of the Corporation is BDO Canada LLP, located at 903 – 8th Avenue SW, Suite 620, Calgary, AB T2P 0P7. BDO Canada LLP was first appointed as the Corporation’s auditor on June 15, 2007. Computershare Investor Services Inc., at their principal offices in Toronto, Ontario, are the registrar and transfer agent for the Stratabound Shares.

J-6

APPENDIX "K" ADDITIONAL INFORMATION CONCERNING CALIFORNIA GOLD

STATEMENT OF EXECUTIVE COMPENSATION

Securities laws require that a "Statement of Executive Compensation" in accordance with Form 51-102F6 be included in this Information Circular. Form 51-102F6 prescribes the disclosure requirements in respect of the compensation of executive officers and directors of reporting issuers. Form 51-102F6 provides that compensation disclosure must be provided for the Chief Executive Officer and the Chief Financial Officer of an issuer and each of the three most highly compensated executive officers whose total compensation exceeds $150,000. Based on those requirements, the executive officers of the Corporation for whom disclosure is required under Form 51-102F6 are Mr. Larry Phillips (Interim President and Chief Executive Officer) and Mr. Louis (Lou) Nagy (Chief Financial Officer) and are collectively referred to as the " Named Executive Officers ".

Compensation Discussion and Analysis

The compensation philosophy of the Corporation is to provide market competitive pay to employees and consultants and reward them for their contribution to the operating and financial performance of the Corporation and the success in implementing the Corporation's short-term and long-term strategies. The objectives of the compensation program are: (i) to attract and retain individuals critical to the success of the Corporation; (ii) to reward performance of individuals by recognizing their contribution to the Corporation; (iii) to align the interests of the Named Executive Officers and the broader management group, with Shareholders' interest and the execution of the Corporation's strategic plan; and (iv) to compensate individuals based on their performance and, to the extent applicable, on similar compensation for companies at a comparable stage of development.

Base salaries, including that of the Chief Executive Officer, are evaluated annually and established with a view to the competitive levels for companies of comparable size and circumstances, dependent upon experience in the position and performance.

Stock options are granted, if and when determined appropriate by management in consultation with the Board of Directors, to participants under the California Gold Stock Option Plan. The magnitude of a given stock option grant depends generally upon the participant's role with the Corporation, the number of options previously granted and individual performance. Guidelines for stock option allocations are determined periodically by the Corporation's senior management team in consultation with the Board.

In fiscal 2021, the Board has not granted any new options. In fiscal 2020, the Board granted 250,000 options to certain consultants for the Corporation. In November 30, 2018, the Board granted 4,340,000 options to certain members of management and the Board, as well some consultants for the Corporation. The Board determines the expiration date of each stock option, the extent to which each stock option is exercisable from time to time during its term and any other applicable terms and conditions, in compliance with the requirements of the CSE and the terms of the California Gold Stock Option Plan itself.

The Corporation does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including 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 Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument. Given the size of the Corporation and the nature of the Corporation's compensation practices the Board does not believe it to be necessary to formally consider the implications of the risks associated with the Corporation’s compensation policies and practices.

K-1

Total Compensation

Total compensation for Named Executive Officers is based on the following components: (i) fixed compensation, which is comprised of base salary; (ii) performance based compensation, which includes annual and long-term incentives; and (iii) other compensation.

Fixed Compensation

Fixed Compensation consists of base salaries or consulting fees, which are determined through formal job evaluation, salary survey data and market comparators. Salary and fee ranges are reviewed annually. Base salaries and consulting fees for all employees and consultants are typically increased on an annual basis by a cost of living factor specific to the country in which they are paid, such factors being sourced from publicly available salary survey data.

Performance Based Compensation

1. Annual Incentives

The annual incentive for a Named Executive Officer is calculated by multiplying base salary by a target incentive percentage that is determined at the discretion of the independent members of the Board. Each Named Executive Officer’s annual incentive is approved by the independent directors and is dependent upon corporate and individual performance, measured against the strategic plan approved by the Board.

2. Long-Term Incentives

The California Gold Stock Option Plan was adopted to provide the Corporation with a share ownership incentive program to attract, retain and motivate qualified directors, officers, and full-time employees of the Corporation (collectively, " Service Providers "), to reward those Service Providers for their contributions toward the long term goals of the Corporation and enable and encourage such Service Providers to acquire California Gold Shares as long term investments.

The California Gold Stock Option Plan is administered by the Board. Subject to the provisions of the California Gold Stock Option Plan, the Board is authorized in its sole discretion to make decisions regarding the administration of the California Gold Stock Option Plan.

Securities Authorized for Issuance Under Equity Compensation Plans

The California Gold Stock Option Plan and certain stock option grants thereunder were approved by Shareholders on May 2, 2018. The California Gold Stock Option Plan has been established to provide incentives to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. The California Gold Stock Option Plan is administered by the Board.

As noted above, the California Gold Stock Option Plan provides that options may be issued to such Service Providers (" Eligible Participants ") as the Board shall from time to time determine, in its sole discretion, or the personal holding corporation wholly-owned by any such Service Provider, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such individual Eligible Participant, or the registered retirement savings plan established for the sole benefit of any such Service Provider. The California Gold Stock Option Plan also provides that the number of California Gold Shares issuable under the California Gold Stock Option Plan, together with all of the Corporation’s other previously established or proposed share compensation arrangements, may not exceed 10% of the issued and outstanding California Gold Shares from time to time. Options granted pursuant to the California Gold Stock Option Plan vest at such times as may be determined by the Board. All options expire on a date not later than five years after the date of grant of such options.

K-2

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

The number of California Gold Shares reserved for issuance under the California Gold Stock Option Plan is equal to 10% of the California Gold Shares issued and outstanding from time to time.
The California Gold Stock Option Plan provides that stock options can be issued to directors, officers and full-time employees of the Corporation, its subsidiaries and affiliates, as well as any other person or company engaged to provide ongoing management or consulting services to the Corporation or to its subsidiaries and affiliates.
The California Gold Stock Option Plan provides that it is solely within the discretion of the Board to determine who should receive options and in what amounts, subject to the limitations set forth below.
The term for exercise of stock options is a maximum of 10 years from the date of grant provided that in the event of the optionee’s death, the exercise period shall not exceed the lesser of one year from the date of the optionee’s death and the expiry date of the stock option. Stock options may only be exercised until the earlier of the expiry date and a period of not more than 90 days after the optionee ceases to be a qualified optionee, except in the case of persons providing investor relations activities to the Corporation where it is limited to the earlier of the expiry date and a period of not more than 30 days after such optionee ceases to be a qualified optionee. Stock options will immediately terminate where a holder is terminated by reason of a wilful and substantial breach of such optionee's employment or service.
The options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death.
Options granted under the terms of the California Gold Stock Option Plan will be exercisable at a price which is not less than the greater of the closing price of the California Gold Shares on either the day preceding the date of grant or the date of grant.
Options granted to a person who is engaged in investor relations activities must vest in stages over 12 months with no more than one-quarter of the options vesting in any three-month period and, under the California Gold Stock Option Plan, the aggregate number of options granted to Persons providing investor relations activities must not exceed 2% of the issued shares of the Corporation in any 12-month period, calculated at the date the option was granted.
The California Gold Stock Option Plan provides that the aggregate number of California Gold Shares reserved for issuance pursuant to all options granted to any one optionee shall not exceed 5% of the number of California Gold Shares outstanding on a non-diluted basis at the time of such grant. In addition: (i) the number of securities issued to any one individual pursuant to the California Gold Stock Option Plan, within any 12-month period, shall not exceed 5% of the aggregate number of California Gold Shares that are outstanding immediately prior to the issuance in question; (ii) the number of securities issuable to any one consultant pursuant to the California Gold Stock Option Plan in a 12-month period shall not exceed 2% of the aggregate number of California Gold Shares that are outstanding immediately prior to the issuance in question; (iii) no options will be granted to any optionee if such grant could result, at any time, in the issuance to Insiders (as a group), within a 12-month period, of an aggregate number of options exceeding 10% of the aggregate number of California Gold Shares that are outstanding immediately prior to the issuance in question; (iv) no options will be granted to any Optionee if such grant could result, at any time, in the aggregate number of California Gold Shares reserved for issuance under stock options granted to Insiders (as a group, at any time, exceeding 10% of the aggregate number of California Gold Shares that are outstanding immediately prior to the issuance in question; and (v) the aggregate number of securities granted to persons employed to

K-3

provide investor relations services shall not exceed 2% of the aggregate number of California Gold Shares that are outstanding immediately prior to the issuance in question in any 12-month period.

The following table sets out equity compensation plan information as at the date of this Information Circular:

	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 left column)
Equity compensation plans approved by security holders – Stock Option Plan	4,750,000	$0.54	1,760,827

Management Contracts

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.

Executive Compensation

The following table provides a summary of total compensation earned during the 12 months ended August 31, 2020, 2019 and 2018 respectively, by each of the Named Executive Officers.

			SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE
Name and Principal Position of Named Executive Officer	Period Ended August 31,	Salary ($)	Share- Based Awards ($)	Option- Based Awards ($)(1)	Non-Equity Incentive Plan Compensation		Pension Plan Value ($)	All Other Compensation ($)	Total Compens ation ($)
					Annual Incentive Plans ($)	Long- Term Incentive Plans ($)
Vishal Gupta(2) Former President & CEO	2020 2019 2018	175,000 175,000 175,000	Nil Nil Nil	32,584 216,229 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	207,584 391,229 175,000
Lou Nagy(3) CFO	2020 2019 2018	72,000 72,000 72,000	Nil Nil Nil	9,775 64,869 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	81,775 136,869 72,000

Notes:

(1) The value of option based awards is based on the grant date fair value of the award. Please see Note 6 to each of the audited annual financial statements of the Corporation for the years ended August 31, 2020, 2019 and 2018 respectively for details regarding the assumptions underlying these Black-Scholes estimates. The Black-Scholes model is a pricing model which may or may not reflect the actual value of the options. The options have not been and may never be exercised and actual gain, if any, on exercise will depend on the value of the California Gold Shares on the date of exercise.

(2) Mr. Gupta was terminated as President and Chief Executive Officer on September 30, 2020.

(3) Mr. Nagy was appointed as Chief Financial Officer on June 15, 2016.

K-4

Incentive Based Awards

The following table provides a summary of outstanding incentive based awards as of August 31, 2020 for each of the Named Executive Officers.

	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS
	Option-based Awards					Share-based Awards
Name and Principal Position of Named Executive Officer	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Vishal Gupta(2) Former President & CEO	1,100,000 300,000	0.50 0.75	Nov. 30, 2023 July 27, 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Lou Nagy, CFO(3)	330,000 20,000	0.50 0.75	Nov. 30, 2023 July 27, 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) The closing price of the California Gold Shares on the Canadian Securities Exchange on August 31, 2020 (the last trading day of the fiscal year) was $0.175.

(2) Mr. Gupta was terminated as President and Chief Executive Officer on September 30, 2020.
(3) Mr. Nagy was appointed as Chief Financial Officer on June 15, 2016.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR
Name and Principal Position of Named Executive Officer	Option-based awards – Value vested during year ($)	Share-based awards – Value vested during year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Vishal Gupta Former President & CEO	32,584	Nil	Nil
Lou Nagy CFO	9,775	Nil	Nil

Termination, Change of Control Benefits and Employment Contracts

As of August 31, 2020, except as described below, there was no contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Corporation or a change in a Named Executive Officer’s responsibilities.

As part of the contract for Mr. Gupta’s services, between the Corporation and Windmark Financial Ltd., the Corporation could terminate Mr. Gupta’s contract for services forthwith, without notice and without pay in lieu of notice or any compensation whatsoever, for cause. The Corporation could also terminate Mr. Gupta’s contract for services for convenience, by providing the greater of nine months’ notice or notice equal to the balance of the term of Mr. Gupta’s contract. If Mr. Gupta was terminated without cause on August 31, 2020, he would have been entitled to a payment of approximately $131,250. Mr. Gupta’s

K-5

contract for services was terminated for cause, without notice and without pay in lieu of notice or any other compensation, on September 30, 2020.

Mr. Nagy’s contract for services renews monthly. As part of the contract for Mr. Nagy’s services, the Corporation must give Mr. Nagy’s management sixty day notice of termination. If Mr. Nagy's contract was terminated on August 31, 2020, he would have been entitled to a payment of approximately $12,000.

Compensation of Directors

For the year ended August 31, 2020, none of the Corporation or any of its subsidiaries provided any direct or indirect compensation to the directors of the Corporation in their capacity as directors, including the payment of any cash compensation (including salaries, director’s fees, commissions, out-of-pocket expenses, gifts, perquisites, bonuses paid for services rendered or bonuses paid for services rendered in a previous year) other than the granting of any option-based or share-based awards. The relevant disclosure for Mr. Gupta is provided in the Summary Compensation Table for Named Executive Officers above (see the section of this Information Circular entitled " Additional Information Concerning California Gold – Executive Compensation ").

Director Compensation for Fiscal Year Ended August 31, 2020

The following table provides a summary of all amounts of compensation provided to the directors of the Corporation (other than Mr. Gupta), during the year ended August 31, 2020.

		DIRECTOR COMPENSATION TABLE	DIRECTOR COMPENSATION TABLE	DIRECTOR COMPENSATION TABLE
Name		Fee Earned ($)	Option- Based Awards(1) ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
LarryPhillips		Nil	11,256	Nil	24,000	35,256
KevinCinq-Mars(2)		Nil	14,811	Nil	Nil	Nil
ScottM. Rasenberg		Nil	11,256	Nil	Nil	Nil
William Tomlinson		Nil	11,256	Nil	Nil	Nil
Patrick Cronin(3)		Nil	29,622	Nil	Nil	Nil
	Notes:

(1) The value of option based awards is based on the grant date fair value of the award. Please see Note 6 to the audited annual financial statements of the Corporation for the year ended August 31, 2020 for details regarding the assumptions underlying these Black-Scholes estimates. The Black-Scholes model is a pricing model which may or may not reflect the actual value of the options. The options have not been and may never be exercised and actual gain, if any, on exercise will depend on the value of the California Gold Shares on the date of exercise. (2) Resigned on September 28, 2020.

(3) Resigned on April 20, 2021.

The following table provides a summary of outstanding incentive based awards as of August 31, 2020 for each of the Corporation’s directors (other than Mr. Gupta) during the 12 months ended August 31, 2020.

K-6

	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS	OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS
	Option-based Awards					Share-based Awards
Name of Director	Number of Securities Underlying Unexercised Options (#)	Option Exercis e Price ($)	Option Expiration Date	Value of unexercised in-the- money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Larry Phillips	380,000 120,000	0.50 0.75	Nov. 30, 2023 Mar. 30, 2022	Nil Nil	Nil Nil	n/a n/a	n/a n/a
Kevin Cinq-Mars(2)	500,000	0.50	Nov. 30, 2023	Nil	Nil	n/a	n/a
Scott M. Rasenberg	380,000 120,000	0.50 0.75	Nov. 30, 2023 July 27, 2021	Nil Nil	Nil Nil	n/a n/a	n/a n/a
William Tomlinson	380,000 120,000	0.50 0.75	Nov. 30, 2023 July 27, 2021	Nil Nil	Nil Nil	n/a n/a	n/a n/a
Patrick Cronin(3)	1,000,000	0.50	Nov. 30, 2023	Nil	Nil	n/a	n/a

Notes:

(1) The closing price of the California Gold Shares on the CSE on August 31, 2020 was $0.175. (2) Resigned on September 28, 2020.

(3) Resigned on April 20, 2021.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR	INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING YEAR
Name of Director	Option-based awards – Value vested during year ($)	Share-based awards – Value vested during year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
LarryPhillips	11,256	Nil	Nil
KevinCinq-Mars(1)	14,811	Nil	Nil
Scott M. Rasenberg	11,256	Nil	Nil
William Tomlinson	11,256	Nil	Nil
Patrick Cronin(2)	29,622	Nil	Nil

Notes:

(1) Resigned on September 28, 2020.

(2) Resigned on April 20, 2021.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The Board is not aware of any indebtedness owed or owing by a director, executive officer, a nominee director or an associate or affiliate thereof as at the date of this Information Circular or at any time during the fiscal year ended August 31, 2020, and no indebtedness of such individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual

K-7

members of management who are appointed by the Board of Directors and who are charged with the day-to-day management of the Corporation. National Policy 58-201 - Corporate Governance Guidelines (" NP 58-201 ") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board of Directors is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices (" NI 58-101 "), the Corporation is required to disclose its corporate governance practices, as summarized below. The Board of Directors will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board of Directors

The Board of Directors is responsible for supervising the management of the business and affairs of the Corporation and is currently comprised three directors two of whom are independent. The independent directors are Scott Rasenberg and William Tomlinson. Larry Phillips, the Interim President and CEO is not independent by virtue of being a member of the Corporation’s management within the previous three years. If the proposed slate of directors set forth in this Information Circular is elected, then all directors besides Mr. Phillips will be independent.

The Board facilitates its exercise of independent supervision over management by having at least half of the Board members consist of individuals who are independent of the Corporation, as such term is defined in National Instrument 52-110 – Audit Committees (" NI 52-110 ").

Other Board Positions

Certain of the Corporation’s current and proposed directors are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name	Name of Other Reporting Issuer	Name of Trading Market	Position held with Other Reporting Issuer
Larry Phillips	Compass Gold Corporation	CVB	Chief Executive Officer
Scott Rasenberg	MJ Innovation Capital Corp.	MSMJ	Director

Director Orientation and Continuing Education

The Board does not have a formal orientation policy. New directors, when elected or appointed, are and will be provided with access to information, including sufficient historical data, to become familiar with the Corporation and its operations and to familiarize themselves with the procedures of the Board.

The skills and knowledge of the Board of Directors, as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds and who have years of collective experience in managing and maintaining operations of companies in various sectors. Board members are encouraged to take courses that will continue to update their knowledge of any changes in regulatory and reporting requirements, as well as communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Corporation’s records. Reference is made to the table under the heading " Particulars of Matters to be Acted Upon – Election of Directors " for a description of the current principal occupations of Board members and proposed nominees.

K-8

Ethical Business Conduct

The Board expects management to comply with all statutes, regulations and administrative policies applicable to the Corporation, avoid conflicts of interest between work and personal affairs, declare any direct or indirect interest in a matter or proposed matter with the Corporation and refrain from voting thereon at meetings of the Board, refrain from insider trading, respect the rights of and deal fairly with the Corporation’s customers, suppliers, competitors and employees, and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. The Board also expects management to avoid any discrimination or harassment against any group or individual, to strive to create a safe workplace and to protect the environment; promote honest and accurate recording and reporting of information in order to make responsible business decisions, maintain the confidentiality of confidential information, protect and preserve the Corporation’s assets and ensure their efficient use, and cooperate in internal investigations of misconduct.

The Board has not yet instituted written policies with respect to all of the above nor adopted written codes of conduct for directors, officers and employees.

Director Nominations

The Board determines new nominees to the Board. Given the size of the Corporation and the Board, no formal process has been adopted for this purpose. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and the CEO.

At the Meeting, three members are to be elected to the Board (see " Particulars of Matters to be Acted Upon at the Meeting – Election of Directors "). The Board must have a sufficient number of directors to carry out it its duties efficiently, presenting a diversity of views and experience. The Board believes that the proposed number will be sufficient given the Corporation’s current state of development.

Compensation

The Board of Directors has not established a compensation committee. The independent members of the Board of Directors are responsible for reviewing the compensation of the executive officers of the Corporation as required. The total compensation from all sources, including salary, bonus and stock options is compared to current market rates offered by similar issuers, and is intended to remain competitive in order to attract and retain talented and motivated individuals. See " Additional Information Concerning California Gold – Executive Compensation ".

Director Assessment

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors.

Board Committees

Special Committee

On November 6, 2020, the Corporation announced that the Board had created a Special Committee, comprised of Scott Rasenberg, Larry Phillips and William Tomlinson, to carry out a review process to

K-9

explore, review and evaluate a broad range of potential alternatives focused on maximizing shareholder value, including a potential sale or merger of the Corporation, a disposition of the mining exploration assets owned by the Corporation and a general review of the hemp business.

Audit Committee

A summary of the responsibilities and activities of the Audit Committee is set out below.

Audit Committee Charter

The full text of the Audit Committee Charter is set out in Schedule "A" to this Appendix “K”.

Composition of the Audit Committee

As of August 31, 2020, the Audit Committee was comprised of the following members of the Board:

Name	Corporate Position	Independent	Financial Literacy
Kevin Cinq-Mars	Former Director	Yes	Yes
Vishal Gupta	Former President & CEO	No	Yes
Scott Rasenberg	Director	Yes	Yes

Relevant Education and Experience

Name	Relevant Education and Experience
Kevin Cinq-Mars	Mr. Cinq-Mars has served as President and in other roles of R.W. Tomlinson Limited, a diversified heavy civil construction firm with interests in quarrying, ready mix concrete, construction, trucking and environmental industries, from May 2009 to March 2020. Mr. Cinq-Mars previously held a number of senior executive positions with Waste Management Inc. from December 1996 to January 2009 including Vice President Eastern Canada, Vice President Sales & Marketing – Canada, and Vice President Business Development - Canada. Mr. Cinq-Mars is a graduate of the Ivey Business School at the University of Western Ontario.
Scott M. Rasenberg	Mr. Rasenberg holds an Economics degree from the University of Western Ontario, an honours degree in Business Administration from the University of Windsor, and a professional designation as a Chartered Accountant. Currently, Mr. Rasenberg is President of Rasenberg-Group. Prior to the current position, Mr. Rasenberg was the Vice President of Finance and Administration for Exeter, Ontario based J.M.R. Electric Ltd., a leading full-service electrical and mechanical contractor. Prior to joining J.M.R., Mr. Rasenberg was a Taxation Partner with MNP LLP, one of the largest chartered accountancy and advisory firms in Canada. Scott has also lectured and was a tutorial leader for the Canadian Institute ofCharteredAccountants.
Vishal Gupta	Mr. Gupta is a Professional Geologist registered with the Association of Professional Geoscientists of Ontario and has experience working with numerous junior exploration and development stage mining companies. Most recently he worked as an equity research analyst covering junior mining companies for Toronto-based financial institutions including Dundee Capital Markets, Fraser Mackenzie and Global Financial where he conducted independent technical due diligence on several exploration and resource development programs throughout North, Central and South America. Mr. Gupta joined the Corporation in May 2013 as Director of Corporate Development, and has been serving as the Corporation's President & Chief Executive Officer since November 2014.

Kevin Cinq-Mars (Chairman), Vishal Gupta, and Scott Rasenberg. Mr. Cinq-Mars and Mr. Rasenberg were independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”). Mr. Gupta was not independent for the purposes of NI 52-110 due to his position as Chief Executive Officer of the Corporation until September 30, 2020. The mandate of the Audit Committee is reproduced in Schedule “A” to Appendix “K”.

K-10

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed fiscal year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed fiscal year has the Corporation relied on the exemption in Section 2.4 ( De Minimis Non-audit Services ) of NI 52-110. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 which exempts CSE issuers from certain portions of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services. Those policies are described in the Audit Committee Charter.

External Auditor Service Fees (By Category)

MNP LLP, Chartered Professional Accountants has resigned effective December 17, 2020 at the request of the Corporation and the Board resolved on December 17, 2020 that McGovern Hurley, LLP be appointed as successor external auditor to fill the vacancy in the position of auditor of the Corporation. The Notice of Change of Auditor is filed under the Corporation’s profile on SEDAR at www.sedar.com.

The approximate aggregate fees paid by the Corporation to MNP LLP, the former external auditor of the Corporation in each of the last two fiscal years for audit fees are described below.

	Fiscal Aug. 31, 2020	Fiscal Aug. 31, 2019
Audit Fees	49,980	66,500
Audit-related Fees(1)	2,285	-
Tax Fees(2)	5,000	5,000
All Other Fees(3)	-	-
Total	57,265	71,500

Notes:

Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under "Audit Fees".
Fees charged for tax compliance, tax advice and tax planning services.
Fees for services other than disclosed in any other row.

REGISTRAR AND TRANSFER AGENT

TSX Trust Company, 100 Adelaide Street West, Suite 300, Toronto, Ontario M5H 4H1, is the registrar and transfer agent for the California Gold Shares.

K-11

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available from the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and may be found in the Corporation’s financial statements and MD&A for its most recently completed fiscal year. Copies of the Corporation's Financial Statements and Management Discussion and Analysis may be obtained without charge at the offices of the Corporation at c/o Norton Rose Fulbright Canada LLP, 45 O’Connor Street, Suite 1500, Ottawa, Ontario, K1P 1A4, Canada.

BOARD APPROVAL

The Board of Directors has approved delivery of the Information Circular to Shareholders. Where information contained in this Information Circular rests particularly within the knowledge of a person other than the Corporation, the Corporation has relied upon information furnished by such person.

DATED at Toronto, Ontario this 17[th] day of May, 2021.

BY ORDER OF THE BOARD

(signed) “ Scott Rasenberg ” Scott Rasenberg Chairman of the Board

K-12

CHARTER OF THE AUDIT COMMITTEE OF CALIFORNIA GOLD MINING INC.

SCHEDULE "A" TO APPENDIX “K”

I. INTRODUCTION

A. Purpose

The board of directors of California Gold Mining Inc. (the "Company") has established an audit committee consisting of board members (the "Audit Committee"). The Audit Committee shall assist the board of directors of the Company in fulfilling its responsibilities of oversight and supervision of:

the integrity of the accounting and financial reporting practices and procedures of California Gold ;
the adequacy of California Gold’s internal accounting controls and procedures and management information systems;
the quality and integrity of the consolidated financial statements of the Company ; and
the independence of the Company’s external auditors.

B. Defined Terms

Those terms used in this Charter of California Gold Mining Inc. Audit Committee appearing in italics are defined terms whose definitions may be found in Section VI – Definitions.

II. COMPOSITION

A. Qualifications

The board of directors of the Company shall elect annually three of its members to sit on the Audit Committee . The three members of the Audit Committee shall each be (a) independent and (b) financially literate .

B. Affiliated Entities

Any member of the Audit Committee who sits on the board of directors of an affiliated entity , is exempt from the requirement that he or she be independent if that member, but for being a director (or member of the audit committee or any other board committee) of the Company and the affiliated entity , is otherwise independent of the Company and the affiliated entity , provided that the Company’s board of directors, as the case may be, have determined that appointing such member to the Audit Committee will not materially adversely affect the ability of the Audit Committee to act independently .

C. Ceasing to be Independent

If a member of the Audit Committee ceases to be independent for reasons outside his or her reasonable control, that member is exempt from the requirement to be independent for a period ending the later of (a) the next annual meeting of the Company and (b) the date that is six months from the occurrence of the event which caused the member to not be independent , provided that the board of directors of the Company has determined that

K-13

allowing such member to continue to remain on the Audit Committee will not materially adversely affect the ability of the Audit Committee to act independently .

D. Vacancies

Where the death, disability or resignation of a member of the Audit Committee has resulted in a vacancy that the board of directors of the Company are required to fill, a member appointed to fill such vacancy is exempt from the requirements to be independent and financially literate for a period ending the later of (a) the next annual meeting of the Company and (b) the date that is six months from the day the vacancy was created, provided that the board of directors of the Company has determined that appointing such member to the Audit Committee will not materially adversely affect the ability of the Audit Committee to act independently .

III. RESPONSIBILITIES

Subject to those powers and duties of the board of directors of the Company which may not be delegated, the board hereby delegates to the Audit Committee the powers and duties outlined below.

A. Review Procedures

The Audit Committee shall:

Review the Company’s consolidated annual audited financial statements, annual MD&A, annual earnings press releases and related documents prior to any public disclosure of such information.
Review the Company’s consolidated interim unaudited financial results, interim MD&A, interim earnings press releases and related documents prior to any public disclosure of such information.
Following a review with the external auditors of the Company’s annual and interim consolidated financial statements and related documents, recommend to the board of directors of the Company that such financial statements and related documents be approved.
Consider the external auditors’ judgments about the quality and appropriateness, and not just the acceptability, of the accounting principles and financial disclosure practices of the Company, as applied in its financial reporting.
Consider and approve, if appropriate, major changes to the Company’s accounting principles and practices as suggested by the external auditors or management and ensure that the external auditors’ reasoning is described in determining the appropriateness of changes in accounting principles and disclosures.
In consultation with management and the external auditors, consider the integrity of the financial reporting processes and controls, and disclosure controls of California Gold .
Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the external auditors together with management’s responses.

K-14

Review and resolve any significant disagreements among management and the external auditors in connection with the preparation of the financial statements.
Annually assess the adequacy of the procedures in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s consolidated financial statements, other than the public disclosure of the MD&A and annual and interim earnings press releases.
Establish procedures for (a) the receipt, retention and treatment of complaints received by California Gold regarding accounting, internal account controls or auditing matters and (b) the confidential, anonymous submission by employees of California Gold of concerns regarding questionable accounting or auditing matters.

B. External Auditors

The Audit Committee shall:

Annually review and recommend to the board of directors of the Company , the retention or replacement of the external auditors to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company .
Annually review and recommend for approval of the shareholders of the Company the terms of engagement and the remuneration of the external auditor of the Company .
Pre-approve any non-audit services to be provided to California Gold by the Company’s external auditors provided that the Audit Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of this requirement. The pre-approval of non-audit services by any member to whom authority has been delegated must be presented to the full Audit Committee at the first scheduled meeting following such approval.
Annually, review and discuss with the external auditors all significant relationships the auditors have with California Gold that could impair the auditors’ independence.
Review the external auditors’ audit plan and discuss the scope of the audit, staffing, materiality, locations, reliance upon management and their general audit approach.
Consider the external auditors’ judgments about the quality and appropriateness of the accounting principles of the Company as applied in its financial reporting.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company .

C. Ethical and Legal Compliance

The Audit Committee shall:

On at least an annual basis, review with California Gold’s legal counsel any legal matters that could have a significant impact on such organizations’ financial statements or compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

K-15

Perform any other activities consistent with this Charter of California Gold Mining Inc. Audit Committee, the articles of incorporation (or equivalent) of the Company , its bylaws, as the Audit Committee , or the board of directors of the Company deem necessary or appropriate.

D. Annual Evaluation

On at least an annual basis, the Audit Committee shall:

Review and reassess the adequacy of this Charter of California Gold Mining Inc. Audit Committee.
Conduct self-assessment of its performance, including a review and discussion of the combined roles and responsibilities of the Audit Committee , seeking input from senior management, and the board of directors of the Company .

IV. AUDIT COMMITTEE PROCESSES

The Audit Committee may appoint one of its members to act as its chairman (the "Chairman"). The Chairman will appoint a secretary who will keep minutes of all meetings (the "Secretary"). The Secretary does not have to be a member of the Audit Committee or a director, and can be changed by simple notice from the Chairman.
The Audit Committee shall meet at least four times annually, or more frequently as circumstances require. The Chairman of the Audit Committee shall prepare and/or approve an agenda in advance of each meeting.
The Audit Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The Audit Committee should meet privately in an executive session at least annually with management, the external auditors (without management present), and as a committee to discuss any matters that the Audit Committee or any of the groups above that have been met with believe should be discussed. In addition, the Audit Committee should communicate with management quarterly to review the consolidated financial statements of the Company .
No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by a resolution in writing signed by all the members of the Audit Committee . A majority of the members of the Audit Committee shall constitute a quorum, provided that if the number of members of the Audit Committee is an even number, then one half of the number of members plus one shall constitute a quorum.
Any member of the Audit Committee may be removed or replaced at any time by the board of directors of the Company , and shall cease to be a member of the Audit Committee as soon as the board of directors of the Company , so resolves. Subject to the foregoing, each Audit Committee member shall hold such office until the next annual meeting of shareholders of the Company after his or her election.
The Audit Committee shall have access to such officers and employees of California Gold , its external auditors and its legal counsel and to such information respecting California Gold as it considers necessary or advisable in order to perform its duties and responsibilities.
The time at which and the place where the meetings of the Audit Committee shall be held, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Audit Committee , unless otherwise provided for in the Company’s articles

K-16

of continuance or its by-laws or otherwise determined by resolution of the board of directors of the Company as applicable.

The members of the Audit Committee shall be entitled to receive such remuneration for acting as members of the Audit Committee as the board of directors of the Company , may from time to time determine.

V. RESOURCES

The Audit Committee shall have the authority to retain independent legal, accounting and other consultants to advise it and shall have the authority to set and pay the compensation for any such advisors.
The Audit Committee may request that any member of management or outside consultant attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee .

VI. DEFINITIONS

" affiliated entity " means a person or company in relation to another person or company if (a) one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company or (b) the person or company is (i) both a director and employee of an affiliated entity or (ii) an executive officer, general partner or managing member of an affiliated entity .

" Audit Committee " shall have the meaning ascribed to such term in Section I – Introduction.

" California Gold " means California Gold Mining Inc. and its subsidiary entities .

" Chairman " shall have the meaning ascribed to such term in Section IV – Audit Committee Processes.

" Company " shall have the meaning ascribed to such term in Section I – Introduction.

" control " means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise.

" financially literate " means 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 be reasonably be expected to be raised by the financial statements of the Company or its subsidiary entities .

" independent " means an individual who has no direct or indirect material relationship with California Gold .

" material relationship " means a relationship which could, in the view of the board of directors of the Company , reasonably interfere with the exercise of an Audit Committee member’s independent judgment. Without limiting the generality of the foregoing, the following persons are considered to have a material relationship with California Gold :

(a) an individual who is, or has been within the last three years, an employee or executive officer of California Gold ;

K-17

(b) an individual whose immediate family member is, or has been within the last three years, an executive officer of California Gold ;
(c) an individual who:
(i) is a partner of a firm that is internal or external auditor of the Company ;
(ii) is an employee of that firm; or
(iii) was within the last three years a partner or employee of that firm and personally worked on the audit of the Company within that time;
(d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:
(i) is a partner of a firm that is internal or external auditor of the Company ;
(ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice; or
(iii) was within the last three years a partner or employee of that firm and personally worked on the audit of the Company within that time;
(e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any member of California Gold current executive officers serves or served at that same time on the entity’s compensation committee;
(f) an individual who received, or whose immediate family member who is employed as an executive officer of California Gold received, more than $75,000 in direct compensation from California Gold during any 12-month period within the last three years;
(g) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from California Gold , other than as remuneration for acting in his or her capacity as a member of the board of directors of the Company or any board committee, or as a part-time chair or vice-chair of the Board or any board committee; and
(h) is an affiliated entity of California Gold .

This list is not meant to be exhaustive. For further guidance on the issue of independence, Audit Committee members should consult Multilateral Instrument 52-110 – Audit Committees .

" Secretary " shall have the meaning ascribed to such term in Section IV – Audit Committee Processes.

" subsidiary entity " means a person or company in relation to another person or company where the person or company is (a) controlled by (i) that other, (ii) that other and one or more persons or companies each of which is controlled by that other or (iii) two or more persons or companies, each of which is controlled by that other or (b) a subsidiary entity of a person or company that is the other’s subsidiary entity .

Approved by the Board of Directors of California Gold Mining Inc. on April 13, 2010

K-18

AI assistant

California Gold Mining Inc. — Proxy Solicitation & Information Statement 2021

44771_rns_2021-05-25_1373b8cf-7aff-4247-a104-0955854eee62.pdf

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

CALIFORNIA GOLD MINING INC.

LETTER TO CALIFORNIA GOLD SHAREHOLDERS

Dear Fellow Shareholders:

(signed) “ Larry Phillips ”

CALIFORNIA GOLD MINING INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The board of directors of the Corporation unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

BY ORDER OF THE BOARD

FREQUENTLY ASKED QUESTIONS

General Questions

Q: When and where is the Meeting?

Q: Who is soliciting my proxy?

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

Q: How many California Gold Shares are entitled to vote?

Q: What if I return my proxy but do not mark it to show how I wish to vote?

Q: When is the cut-off time for delivery of proxies?

Q: Can I change my vote after I submitted a signed proxy?

Q: How can I revoke my proxy?

Questions Related to the approval of the Arrangement

Q: What am I voting on with regard to the Arrangement?

Q: What will I receive in the Arrangement?

Optionholders

Warrantholders

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

Q: What is the recommendation of the Board?

Q: Why is the Board making this recommendation?

Q: In addition to the approval of Shareholders, are there any other approvals required for the Arrangement?

Q: Do any directors or executive officers of California Gold have any interests in the Arrangement that are different from, or in addition to, those of the Shareholders?

Q: Will the California Gold Shares continue to be listed on the CSE after the Arrangement?

Q: Should I send my California Gold Share certificate(s) now?

Q: When can I expect to receive the consideration for my California Gold Shares?

Q: How will I know when the Arrangement will be implemented?

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

Q: What are the Canadian income tax consequences of the Arrangement?

Q: What are the U.S. Federal income tax consequences of the Arrangement?

Q: Am I entitled to Dissent Rights?

Q: What will happen to the California Gold Shares that I currently own after completion of the Arrangement?

Q: Who to Call with Questions

TABLE OF CONTENTS

CALIFORNIA GOLD MINING INC. MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT INFORMATION CIRCULAR

Defined Terms

Information Contained in this Circular

Information Contained in this Circular Regarding Stratabound

Financial Information

Currency

Tax Matters

Information for Securityholders in the United States

Stratabound Shares

Stratabound Replacement Warrants

Canadian Circular

Mineral Reserve and Resource Information

IFRS Accounting Principles

United States Tax Matters

Enforcement of Civil Liabilities

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

SUMMARY OF THE ARRANGEMENT

Reasons for the Arrangement

Risks

Recommendation of the Board

The Board has determined unanimously to recommend to the Shareholders that they vote FOR the Arrangement Resolution.

Fairness Opinion

Required Shareholder Approval

Court Approval of the Arrangement

Stock Exchange Approval

Letter of Transmittal

Expenses

Canadian Securities Laws

U.S. Securities Laws

Dissenting California Gold Shareholders’ Rights

Income Tax Considerations

Depositary

INFORMATION CONCERNING THE MEETING

Solicitation of Proxies

California Gold Mining Inc. Proxy Solicitation & Information Statement 2021