Candelaria Mining Corp. — AGM Information 2021

Nov 19, 2021

==> picture [226 x 58] intentionally omitted <==

Suite 1201 - 1166 Alberni Street Vancouver, British Columbia Canada, V6E 3Z3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that an annual general meeting of the shareholders (the “Shareholders”) of Candelaria Mining Corp. (the “Company”) will be held at Suite 1201 - 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3 on Thursday, December 16, 2021 at 10:00 am, local time, (the “Meeting”).

The Meeting is held for the following purposes:

1. to receive the financial statements for the year ended April 30, 2021, together with the auditor’s report thereon and the related management discussion and analysis;

2. to elect directors of the Company for the ensuing year;

3. to appoint Grant Thornton LLP, as auditor of the Company for the ensuing year and authorize the directors to determine their remuneration; and

4. to approve the Company’s stock option plan for continuation.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Copies of the audited financial statements for the fiscal year ended April 30, 2021, the report of the auditor thereon, and the related management discussion and analysis will be made available at the Meeting and are available at www.sedar.com under the Company’s profile.

At the date of this Notice and the accompanying Information Circular, it is the intention of the Company to hold the Meeting at the location stated above in this Notice. However, the Company is continuously monitoring developments of the current coronavirus (COVID-19) outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person . Those shareholders who do wish to attend the Meeting in person should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-diseasecovid-19.html. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Company reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; (v) denying access to persons that do not have evidence of

• 2 -

full vaccination or a negative COVID-19 rapid test result completed within 24 hours immediately prior to the Meeting, and (vi) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s SEDAR profile prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will NOT prepare or mail amended Meeting Proxy Materials.

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

Non-registered Shareholders who are unable to attend the Meeting and who wish to ensure that their shares will be voted at the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are a non-registered shareholder.

In view of the precautions required with respect to COVID, any shareholder who wishes to attend the Meeting in person must contact the Company at least 48 hours prior to the Meeting at (604) 328-5598.

DATED at Vancouver, British Columbia, as at November 8, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY

“Michael Struthers”

Michael Struthers

Chief Executive Officer

CANDELARIA MINING CORP. Suite 1201 - 1166 Alberni Street Vancouver, British Columbia Canada, V6E 3Z3

INFORMATION CIRCULAR

(as at November 8, 2021, except as otherwise indicated)

This information circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of Candelaria Mining Corp. (the “Company”). The form of proxy which accompanies this Circular (the “Proxy”) is for use at the annual general meeting of the shareholders of the Company to be held on Thursday, December 16, 2021 (the “Meeting”), at the time and place set out in the accompanying notice of meeting (the “Notice of Meeting”).

In view of the precautions required with respect to COVID-19, any shareholder who wishes to attend the Meeting in person must contact the Company at least 48 hours prior to the Meeting at (604) 3285598.

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

GENERAL PROXY INFORMATION

Solicitation of Proxies

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

Appointment of Proxyholders

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

Voting by Proxyholder

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

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

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

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

• 2 -

This year we are encouraging Shareholders to vote in advance of the Meeting by proxy in order to comply with social distancing regulations and norms related to COVID-19 that are in place at the time of publication. However, the Meeting does have a physical location and will, if you choose, allow you to be present and vote in person at the Meeting. In this scenario, you do not need to complete or return your form of proxy. Voting in person at the Meeting can revoke any proxy you completed earlier upon your request.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person, and may choose one of the following options to submit their Proxy.

Registered Shareholders must complete, date and sign the Proxy form and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), either: (a) by fax to (416) 2639524 or 1-866-249-7775; or (b) by mail to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1. Registered Shareholders can also vote using the telephone at 1-866-7328683 or 312-588-4290 or by internet at www.investorvote.com.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Beneficial Shareholders

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

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

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

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

National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” permits an issuer to directly deliver proxy-related materials to its NOBOs. In that case, NOBOs would receive a scannable Voting Instruction Form (“VIF”) from our transfer agent, Computershare. The VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides internet voting as described on the VIF itself which contain complete instructions.

• 3 -

Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

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

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

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

Notice to United States Shareholders

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

This document does not address any income tax consequences of the disposition of the Company’s shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

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

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board,

• 4 -

and are subject to auditing and auditor independence standards in Canada, and reconciled to accounting principles generally accepted in the United States.

The enforcement by the Company Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that the major assets of the Company are located outside the United States.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

1. executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare or at the address of the registered office of the Company at Suite 1201 - 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

2. personally attending the Meeting and voting the registered shareholder’s Common Shares.

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

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended April 30, 2021, together with the auditor’s report thereon and the related management discussion analyses (the “Financial Statements”), will be tabled at the Meeting and will be available at the Meeting. These documents are also available under the Company’s profile on the SEDAR website at www.sedar.com.

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

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed November 8, 2021 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value, of which 148,542,952 Common Shares are issued and outstanding as of November 8, 2021. All Common Shares in the capital of the Company carry the right to one vote.

• 5 -

To the knowledge of the directors and executive officers of the Company, there were no persons or corporations that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights in the capital of the Company, other than Agnico Eagle Mines Limited (“Agnico”). Agnico currently holds 23,453,333 Common Shares and 6,666,667 Common Share purchase warrant, representing approximately 15.79% of the issued and outstanding Common Shares of the Company on a non-diluted basis.

ELECTION OF DIRECTORS

Proposed Nominees

The Board of Directors of the Company currently consists of five directors, as set by the directors. Management is nominating the current five directors for election as directors at the Meeting. The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management of the Company proposes to nominate the persons listed below for election as directors of the Company, to serve until the director’s office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia), or until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected. Management does not contemplate that any of the nominees will be unable to serve as a director. The following disclosure sets out the names of management’s nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date. For information relating to the directors’ principal occupation, business or employment, please see below “ Director Biographies ”.

			Common Shares
			Beneficially
			Owned or
Name of Nominee; Current			Controlled or
Position with the Company		Period as a	Directed,
and Province or State and	Principal Occupation,	Director of the	Directly or
Country of Residence	Business or Employment	Company	Indirectly(1)
Michael A. Struthers Chief Executive Officer and Director Coimbra, Portugal	Former CEO, 2017 to 2021, and current Non-Executive Director of Empire Metals Ltd (previously Georgian Mining Corp.). Project Manager and Projects Director with Lundin Mining Corporation from 2010 to 2017.	February 1, 2021	91,111

• 6 -

			Common Shares
			Beneficially
			Owned or
Name of Nominee; Current			Controlled or
Position with the Company		Period as a	Directed,
and Province or State and	Principal Occupation,	Director of the	Directly or
Country of Residence	Business or Employment	Company	Indirectly(1)
Ramon Perez President and Director Florida, United States	President of the Company since June 12, 2017; formerly CFO and COO of the Company from March 17, 2016 to September 12, 2016 and formerly interim CEO from September 2, 2016 to June 12, 2017. Vice President at Carrelton Asset Management Inc., a natural resource focused asset manager; CFO for Minera Apolo S.A. de C.V.; and Director of Credipresto, S.A. de C.V. ENR, a financial services company.	March 17, 2016	2,436,134
Dr. Neil O’Brien Non-Executive Chairman, Director Ontario, Canada	Senior Vice President, Exploration & New Business Development with Lundin Mining Corporation from 2005 to 2018.	February 1, 2021	50,000
Javier Montaño Non-Executive Director Sinaloa, Mexico	Chief Executive Officer of C- UNO S.A. DE C.V., which is part of a group that owns a series of retail chain stores in Mexico and South America.	September 12, 2016	9,493,334(2)
Matthew Roma Non Executive Director British Columbia, Canada	Principal of Roma Capital Corp from 2019 to present, a corporate finance, accounting and capital advisory company.; Director of Finance of Core Gold Inc.; Manager of Finance at CMLS Financial; Auditor at Deloitte LLP	December 13, 2019	Nil

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five (5) years.

(2) Included in Mr. Montaño’s share position are 9,466,667 Common Shares owned by C-UNO S.A. DE C.V., of which Mr. Montaño is the controlling shareholder.

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

• 7 -

Director Biographies

Michael Struthers – Chief Executive Officer and Director

Mr. Struthers is a seasoned professional and Chartered Engineer with 40 years of international mining experience which includes operations in Africa and Australia, then a technical consulting career in Australia and internationally, with a migration into feasibility studies, capital projects, and executive roles. He is the former CEO (3 years) and current Non-Executive Director of Empire Metals Ltd (previously Georgian Mining Corp.), an AIM-listed exploration and resource development company in London, and also spent seven years as Project Manager and Projects Director with Lundin Mining Corporation.

A recognized expert in underground rock engineering, his experience also includes extensive management of feasibility and engineering studies, technical reviews, project and financial evaluations, strategic planning, mine expansions construction management, and project due diligence over a wide range of commodities and jurisdictions including base-metals, gold, and diamonds; in jurisdiction such as Africa, Australia, North America, South America, Europe and Russia.

Ramon Perez – President and Director

Mr. Perez is a mining executive with over 15 years of international mining experience which includes: CoFounder, former Interim-CEO and now President of Candelaria Mining Corp; ten years as Vice President of the Carrelton Horizon Natural Resource Fund where he covered the metals and mining sector with a focus on publicly listed junior mining companies throughout Latin America; founding member of Sociedad Minera Reliquias S.A., a private Peruvian mining company advancing a former 2,000 tpd silver mine in the Castrovirreyna district; and former consultant for Core Gold, a Canadian publicly listed junior gold company with projects in Ecuador. Mr. Perez led the overhaul of Core Gold’s local operational and administrative team before an ultimate merger with Titan Minerals (TTM:ASE) in 2020.

Javier Montaño – Non-Executive Director

Mr. Montaño is a Certified Public Accountant with a postgraduate in accounting at Universidad Panamericana de Guadalajara, Jalisco. He is currently the Chief Executive Officer of C-UNO, S.A. de C.V. which is part of the group which owns a series of retail chain stores in Mexico and South America.

Mr. Montaño holds various other positions which includes: Secretary and Board Member of Codesin, which is the private sector chamber for economic development for the State of Sinaloa; President of Administración de Crediavance, S.A. de C.V. Sofom ENR, which is a microfinance company with a presence in Sinaloa, Sonora, Baja California Norte, Baja California Sur, Nayarit and Jalisco; member of the Board of Promotora de Casas y Edificios SA de CV, which is a real estate developer in Mexicali and Tijuana in the State of Baja California; and member of the Board of Endeavor for the State of Sinaloa, a non-profit organization headquartered in New York that credits itself as pioneering the concept of highimpact entrepreneurship in emerging and growth markets around the world.

Dr. Neil O’Brien – Non-Executive Chairman and Director

Dr. O’Brien is a consulting economic geologist and former mining executive with over three decades of mining industry service including Board of Director roles in public and private mineral exploration companies. Dr. O’Brien has international experience on five continents in all stages of mineral exploration and development of economic mineral resource projects, mining project evaluation and strategic corporate development activities.

Dr. O’Brien retired in 2018 from Lundin Mining Corporation as Senior Vice President, Exploration & New Business Development after 13 years of service that saw Lundin Mining Corporation grow from a small junior mining company into a leading international diversified mining company.

• 8 -

Matthew Roma – Non-Executive Director

Mr. Roma is a Chartered Professional Accountant (CPA) and is a Principal of Roma Capital Corp., a private company providing corporate finance, accounting and capital advisory services to private and public companies. In this role, Mr. Roma serves as a director and/or officer to a number of junior public companies in the natural resource sector. Mr. Roma articled at Deloitte LLP where he specialized in assurance and advisory services for publicly listed mining companies based both in Canada and the United States.

A shareholder can vote “FOR” all of these directors, vote “FOR” some of them and “WITHHOLD” for others, or “WITHHOLD” for all of them. Unless otherwise instructed, the named proxyholders will vote “FOR” the election of each of the proposed nominees set forth above as directors of the Company.

Cease Trade Orders or Bankruptcies

Other than as disclosed below, no proposed director is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company in respect of which the Circular is being prepared) that:

1. was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

2. was subject to a cease trade or similar 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.

No proposed director is, as at the date of this Circular, or has been within ten (10) years before the date of this Circular, a director or executive officer of any company (including the Company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager of trustee appointed to hold its assets.

No proposed director has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold the assets of the proposed director.

Penalties and Sanctions

Within the 10 years before the date of this Information Circular, no proposed director is or has been a director or executive officer of any company (including the Company), that while that person was acting in that capacity:

1. 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

2. 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,

3. or within a year of the proposed director 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

4. 9 -

5. has within 10 years before the date of the Information Circular become 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 the assets of the proposed directors.

Advance Notice of Director Nominations by Shareholders

At the Company’s Annual General and Special Meeting of shareholders held on December 13, 2019, shareholders approved an amendment to the Company’s Articles to include advance notice provisions (“Advance Notice Provision”).

The Advance Notice Provision is the framework by which the Company seeks to fix a deadline by which holders of record of Common Shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice of nomination to the Company for the notice to be in proper written form.

Details of the Advance Notice Provisions are more fully described in the Company’s Information Circular dated November 6, 2019 to the Company’s December 13, 2019 Annual General and Special Meeting, which can be accessed on the Company’s corporate website or under its profile on SEDAR at www.sedar.com.

Unless otherwise directed, the persons named in the enclosed form of Proxy intend to vote FOR the election of the Nominees. THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

APPOINTMENT OF AUDITOR

Grant Thornton LLP, of #1600 – 333 Seymour Street, Vancouver, British Columbia, V6B 0A4, will be nominated at the Meeting for appointment as auditor of the Company to hold office until the close of the next annual general meeting of the Company. Grant Thornton LLP was first appointed auditor of the Company on July 21, 2017.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

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

Audit Committee Charter

The text of the audit committee’s charter is attached as Schedule “A” to the information circular for the Company’s annual meeting held on November 6, 2019, which was filed on www.sedar.com on November 15, 2019.

Composition of Audit Committee

The current members of the Company’s audit committee are Matthew Roma, Neil O’Brien and Ramon Perez. Matthew Roma (AC Chair) and Neil O’Brien are considered to be independent as determined in accordance with NI 52-110. Ramon Perez is not independent.

The current members of the Company’s audit committee are considered to be financially literate.

Relevant Education and Experience

Each member of the audit committee has sufficient education and experience to have:

• an understanding of the accounting principles used by the Company to prepare its financial statements;

• 10 -

• the ability to assess the general application of those principles in connection with its financial statements;

• experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and

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

See disclosure under heading “ Director Biographies ” above for specific information.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the audit committee has not made any recommendation to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audited services provided by Grant Thornton LLP, Chartered Accountants to the Company to ensure auditor independence. The following table sets forth the fees paid by the Company to Grant Thornton LLP, Chartered Accountants, for audit and nonaudit services rendered in the fiscal years ended April 30, 2021 and April 30, 2020:

Nature of Services	Fees paid to Auditor in year ended April 30, 2021	Fees paid to Auditor in year ended April 30, 2020
Audit Fees(1)	$52,000	$48,000
Audit Related Fees(2)	Nil	Nil
Tax Fees(3)	Nil	Nil
All Other Fees(4)	Nil	Nil
Total	$52,000	$48,000

Notes:

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

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

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

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

Reliance on Certain Exemptions

The Company is relying upon the exemptions in section 6.1 of NI 52-110 in respect of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) under NI 52-110.

• 11 -

CORPORATE GOVERNANCE

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

Board of Directors

Management has nominated the current five directors for re-election at the Meeting. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management by holding regular meetings at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary. The independent board members are Javier Montaño, Dr. Neil O’Brien and Matthew Roma. The non-independent members are Michael Struthers (Chief Executive Officer) and Ramon Perez (President).

Directorships

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

Name of Director	Name of Reporting Issuer	Exchange Listed
Michael Struthers	Empire Metals Ltd.	London Stock Exchange
Ramon Perez	N/A	N/A
Javier Montaño	Goldgroup Mining Inc.	TSX Bolsa Mexicana de Valores S.A.B de C.V. PinkSheets
Dr. Neil O’Brien	NGEx Minerals Ltd. Empire Metals Ltd.	TSX-V London Stock Exchange
Matthew Roma	N/A	N/A

Orientation and Continuing Education

Orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company’s documents.

The Company has not adopted formal policies respecting continuing education for Board members. The Company encourages directors to undertake continuing education the costs of which are borne by the Company.

• 12 -

Ethical Business Conduct

The Board has not adopted a formal code of business conduct and ethics. The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing legislation and common law together with corporate statutory restrictions on an individual director’s participation in Board decisions in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual general meeting of the Shareholders of the Company. The Board takes in to account the number of directors required to carry out the Board’s duties effectively and to maintain diversity of views and experience.

The Board has not established a nominating committee and this function is currently performed by the Board as a whole.

Compensation

The Board has established a formal compensation committee whose members are Matthew Roma, Neil O’Brien and Ramon Perez. The members are responsible for reviewing and determining the adequacy and form of compensation paid to the Company’s executives and key employees. The compensation committee evaluates the performance of the CEO and other senior management measured against the Company’s business goals and industry compensation levels.

Other Board Committees

The Board currently has no committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board, its committees and individual directors are not regularly assessed with respect to their effectiveness and contribution. The Board believes that such assessments are more appropriate for companies of a larger size and complexity which may have significantly larger boards of directors. Where appropriate the chair of the Board meets with individual directors to discuss their contribution and that of the other directors. Arising from such meetings, if appropriate, the Board considers procedural and substantive changes to increase the effectiveness of the Board, its committees and members.

STATEMENT OF EXECUTIVE COMPENSATION

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

For the purposes of this Statement of Executive Compensation:

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

“ named executive officer ” or “ NEO ” means each of the following individuals:

• (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• 13 -

• (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;

• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, requirements and was not acting in a similar capacity, at the end of that financial year.

Director and NEO Compensation

During the financial year ended April 30, 2021, based on the definition above, the NEOs of the Company were Michael Struthers, CEO, Ramon Perez, President, Sam Wong, CFO and Corporate Secretary and Armando Alexandri, COO.

Oversight and Description of Director and NEO Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill and experience levels and the existing stage of development of the Company. Executive officers are rewarded on the basis of the skill and level of responsibility involved in their position, the individual’s experience and qualifications, the Company’s resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long-term incentives in the form of stock options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value. The Company does not provide medical, dental, pension or other benefits to the executive officers.

The base compensation of the executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and the Board from time to time determine the stock option grants to be made pursuant to the Company’s Stock Option Plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

Given the Company’s size and the amounts awarded as executive compensation, the Board has determined that it is not necessary to consider the implications of the risks associated with the Company’s compensation policies and practices.

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the TSXV.

• 14 -

Table of Compensation excluding Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company for the financial year ended April 30, 2021 and April 30, 2020. Options and compensation securities are disclosed under the heading Stock Options and Other Compensation Securities in this Information Circular.

Table of Compensation excluding Compensation Securities

Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities	Table of Compensation excluding Compensation Securities
	Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
	Michael Struthers(1 CEO and Director	) 2021 2020	62,351 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	62,351 Nil
	Ramon Perez(2) President and _Director _	2021 2020	187,804 128,150	134,114 Nil	Nil Nil	Nil Nil	Nil Nil	321,918 128,150
	Sam Wong(3) CFO and Corporat Secretary	2021 2020	132,362 80,094	80,486 Nil	Nil Nil	Nil Nil	Nil Nil	212,848 80,094
	Armando Alexandri(4) COO	2021 2020	156,558 56,065	100,585 Nil	Nil Nil	Nil Nil	Nil Nil	257,143 56,065
	Javier Montaño(5) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
	Dr. Neil O’Brien(6) Chairman & Director	2021 2020	18,750 Nil	Nil Nil	15,000 Nil	Nil Nil	Nil Nil	33,750 Nil
	Matthew Roma(7) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
	Manuel Gomez(8) _Former Director _	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Mr. Struthers was appointed as CEO and a Director on February 1, 2021.

(2) Mr. Perez was appointed as Director on March 17, 2016 and President on June 12, 2017.

(3) Mr. Wong was appointed as CFO and Corporate Secretary on September 12, 2016.

(4) Mr. Alexandri was appointed COO on September 14, 2016.

(5) Mr. Montaño was appointed as a Director on September 12, 2016.

(6) Dr. O’Brien was appointed as a Director on February 1, 2021.

(7) Mr. Roma was appointed as a Director on December 13, 2019.

(8) Mr. Gomez resigned as a Director on February 1, 2021.

Stock Options and Other Compensation Securities

Stock Option Plan

The Company’s Amended 2012 Stock Option Plan (the “Stock Option Plan”) was previously approved by shareholders at the Company’s annual general meeting held on December 4, 2020. It will be placed before the Meeting for shareholder approval. The purpose of the Stock Option Plan is to provide an incentive to directors, employees and consultants to acquire a proprietary interest in the Company, to continue their

• 15 -

participation in the affairs of the Company and to increase their efforts on behalf of the Company.

The following summary of the Stock Option Plan does not purport to be complete and is qualified in its entirety by reference to the Stock Option Plan. A full copy of the Stock Option Plan will be available at the Company’s records office for review by shareholders.

Eligible Participants. Incentive stock options (“Options”) may be granted under the Stock Option Plan to directors, senior officers or management company employees of the Company or its subsidiaries (collectively, the “Directors”), employees of the Company or its subsidiaries (collectively, the “Employees”) or consultants of the Company or its subsidiaries (collectively, the “Consultants”). The Board, in its discretion, determines which of the Directors, Employees or Consultants will be awarded Options under the Stock Option Plan.

Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under the Stock Option Plan may not exceed 10% of the issued and outstanding common shares at the date of granting the Option, less any common shares issuable under the Company’s 2017 Restricted Share Unit Plan. Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the Stock Option Plan.

Term of Options. Subject to the termination and change of control provisions noted below, the term of any Options granted under the Stock Option Plan is determined by the Board and may not exceed five years from the date of grant.

Exercise Price. The exercise price of Options granted under the Stock Option Plan is determined by the Board, provided that it is not less that the discounted market price, as that term is defined in the TSXV Corporate Finance policy manual or such other minimum price as is permitted by the TSXV in accordance with the policies in effect at the time of the grant, or, if the common shares are no longer listed on the TSXV, then such other exchange or quotation system on which the common shares are listed or quoted for trading. The exercise price of Options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.

Vesting. All Options granted pursuant to the Stock Option Plan will be subject to such vesting requirements as may be prescribed by the TSXV, if applicable, or as may be imposed by the Board.

Termination. Any Options granted pursuant to the Stock Option Plan will terminate upon the earliest of:

• (i) such date as fixed by the Board, provided that the date is no more than one year from the date on which the holder ceases to be eligible to hold the Option (the “Cessation Date”);

• (ii) the end of the term of the Option;

• (iii) if such Optionee ceases to be a Director, Employee or Consultant of the Company, other than by reason of death, then the Expiry Date of the option will be 180 days after the date the Optionee ceases to be a Director, Employee or Consultant of the Company.

• (iv) 180 days after the date of the Optionee ceasing to act as an employee engaged in investor relations activities, other than by reason of death; or

• (v) one year from the date of death, if the Cessation Date is as a result of death.

Disinterested shareholder approval will be sought in respect of any material amendment to the Stock Option Plan.

Restricted Share Unit Plan

The Company’s Amended 2017 restricted share unit plan (the “RSU Plan”) reserves an aggregate of 3,381,677 common shares issuable pursuant to restricted share units (“RSUs”) to be awarded under the RSU Plan, which was approved by the shareholders on September 18, 2018.

• 16 -

The RSU Plan provides that the number of common shares that may be issued under such plan, together with common shares issuable upon exercise of stock options issued under the Company’s stock option plan (as described above under “Approval of Stock Option Plan” in this information circular) may not exceed 10% of the issued and outstanding common shares, on a non-diluted basis, at any time.

As at the date hereof, there are 14,854,295 common shares reserved for issuance under security based compensation arrangements (representing 10% of the issued and outstanding common shares). There are 870,000 common shares issuable upon the redemption of RSUs previously issued and currently outstanding under the RSU Plan and 621,677 common shares available for issuance pursuant to future grants of RSUs under the RSU Plan.

The maximum number of common shares to be available for issuance from treasury under the RSU Plan will not exceed 3,381,677 common shares, which together with common shares issuable upon exercise of stock options issued under the Company’s Stock Option Plan may not exceed 10% of the issued and outstanding common shares, on a non-diluted basis, at any time.

Summary of the RSU Plan

Set out below is a summary of the RSU Plan. This summary is qualified in its entirety by the full text of the RSU Plan, a copy of which is available for review at the records office of the Company.

Eligible Participants

Directors, officers, employees and eligible consultants of the Company are eligible to participate in the RSU Plan (the “Participants”). In accordance with the terms of the RSU Plan, the Board will approve those Participants who are entitled to receive RSUs and the number of RSUs to be awarded to each Participant. The RSU Plan shall be administered by the Board or, if the Board determines in accordance with Section 2.3 of the RSU Plan, a committee of the Board (the “Committee”) authorized to administer the RSU Plan.

Vesting

Each award of RSUs under the RSU Plan to a Participant (a “RSU Award”) will entitle the Participant, subject to the Participant’s satisfaction of any conditions, restrictions, vesting period or limitations imposed under the RSU Plan or set out a RSU grant letter, to receive one previously unissued Common Share for each RSU on the date when the RSU Award is fully vested. Except as otherwise provided in a RSU grant letter or any other provision of the RSU Plan, the vesting period of the RSUs granted pursuant to Section 3.4 of the RSU Plan will be determined by the Board and may not exceed three years following the Grant Date.

Maximum Number to be Granted

The RSU Plan includes the following restrictions on issuances:

• (a) The number of common shares issuable from treasury to any one Participant under the RSU Plan shall not exceed 3% of the total number of common shares issued and outstanding from time to time, and, together with any common shares issuable pursuant to all other Security-Based Compensation Arrangements (as defined in the RSU Plan) of the Company shall not exceed 10% of the issued and outstanding common shares from time to time;

• (b) The number of common shares issuable from treasury to insiders under the RSU Plan, together with any common shares issuable pursuant to all other Security Based Compensation Arrangements of the Company, within any one-year period, shall not exceed 10% of the issued and outstanding common shares; and

• 17 -

• (c) The maximum number of common shares issuable to any one individual, at any time, pursuant to the RSU Plan and any other Security Based Compensation Arrangements of the Company, is 1% of the total number of common shares then outstanding and in the aggregate, 2% of the total number of common shares in any 12-month period.

Cessation of Entitlement

Subject to the foregoing, in the event of:

• (a) the death of a Participant, all unvested RSUs credited to the Participant will vest on the date of the Participant’s death. The common shares underlying the RSUs credited to the Participant’s account shall be issued to the Participant’s estate as soon as practicable thereafter;

• (b) the total disability of a Participant, all unvested RSUs credited to the Participant will vest within 60 days following the date on which the Participant is determined to be totally disabled, and the common shares underlying such RSUs credited to the Participant’s account shall be issued to the Participant as soon as practicable thereafter;

• (c) the termination without cause of a Participant, all unvested RSUs credited to the Participant will be cancelled on the date of termination;

• (d) the termination of the employment or services of the Participant, prior to the Participant’s Entitlement Date, for any reason other than death, disability, retirement or termination without cause, then, except as provided for in the RSU grant letter or as determined by the Committee, all RSUs will be forfeited by the Participant, and be of no further force and effect, as of the date of Termination; and

• (e) a Change of Control, all RSUs outstanding shall immediately vest on the date of such Change of Control notwithstanding any stated vesting period. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for the common shares underlying the RSUs.

Transferability

RSUs are not assignable or transferable other than by operation of law, except, if and on such terms as the Company may permit, to a spouse or minor children or grandchildren or a personal holding company or family trust controlled by a participant, the sole shareholders or beneficiaries of which, as the case may be, are any combination of the Participant, the Participant’s spouse, minor children or minor grandchildren, and after the Participant’s lifetime shall enure to the benefit of and be binding upon the Participant’s designated beneficiary.

Amendments to the RSU Plan

The Board or the Committee, as the case may be, may discontinue the RSU Plan at any time without first obtaining shareholder approval, provided that, without the consent of a Participant, such discontinuance may not in any manner adversely affect the Participant’s rights under any RSU granted under the RSU Plan.

• (a) The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the RSU Plan:

• (i) increase the number of RSUs which may be issued pursuant to the RSU Plan;

• (ii) change the definition of “Participant” under the RSU Plan which would have the potential of narrowing, broadening or increasing insider participation;

• (iii) reduce the range of amendments requiring shareholder approval contemplated in Section 5.3 of the RSU Plan;

• 18 -

• (iv) make amendments that may lead to significant or unreasonable dilution to the Company’s outstanding securities, or that may provide additional benefits to Participants at the expense of the Company or its shareholders;

• (v) change insider participation limits which would result in shareholder approval being required on a disinterested basis; or

• (vi) make amendments to Section 5.4 of the RSU Plan that would permit RSUs, or any other right or interest of a Participant under the RSU Plan, to be assigned or transferred, other than for normal estate settlement purposes.

• (b) The Board or the Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the RSU Plan that are not of the type contemplated above, including, without limitation:

• (i) amendments of a housekeeping nature;

• (ii) the addition or a change to the vesting provisions of a RSU or the RSU Plan;

• (iii) a change to the termination provisions of a RSU or the RSU Plan;

• (iv) amendments to reflect changes to applicable securities laws; and

• (v) amendments to ensure that the RSUs granted under the RSU Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a RSU has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

Outstanding Compensation Securities

The following table sets forth details of all stock options granted to NEOs or directors of the Company during the financial year ended April 30, 2021.

		Compensation Securities
Name and position	Type of Compensati on security	Number of compensatio n securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Michael Struthers CEO and Director	Stock Options	750,000	March 3, 2021	$0.54	N/A	$0.65	October 28,2025
Ramon Perez President and Director	Stock Options	700,000	July 27, 2020	$0.30	N/A	$0.65	July 27, 2025
Sam Wong CFO and Corporate Secretary	Stock Options	450,000	July 27, 2020	$0.30	N/A	$0.65	July 27, 2025
Javier Montaño Director	Stock Options	80,000	July 27, 2020	$0.30	N/A	$0.65	July 27, 2025
Dr. Neil O’Brien Director	Stock Options	200,000	March 3, 2021	$0.54	N/A	$0.65	October 28, 2025
Matthew Roma Director	Stock Options	80,000	July 27, 2020	$0.30	N/A	$0.65	July 27, 2025

• 19 -

		Compensation Securities
Name and position	Type of Compensati on security	Number of compensatio n securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Manual Gomez(1) Former Director	Stock Options	300,000	July 27, 2020	$0.30	N/A	$0.65	July 27, 2025

Notes:

1. Mr. Gomez resigned on February 1, 2021.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a NEO or director during the fiscal year ended April 30, 2021.

Employment, Consulting and Management Agreements

The Company has consulting agreements in place with each of the President, CEO and CFO under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or its subsidiaries that were performed by that executive officer. The following table provides information on the provisions of each consulting agreement with respect to change of control, severance, termination or constructive dismissal.

Event	President	CEO	CFO
Resignation	$nil	$nil	$nil
Termination without cause	2 years of annual compensation	1 year annual compensation after probation period Subsequent to 18 months of holding office, maximum of 2 years annual compensation	$nil
Change of Control	2 years of annual compensation	2 years of annual compensation	2 years of annual compensation

For purposes of the termination payment, a “Change of Control” means (i) when any person or corporation acquires the beneficial ownership, of, or control or direction over, directly, or indirectly, securities of the Company representing fifty percent (50%) or more of the combined voting total of the Company’s outstanding securities; or (ii) the occurence of a transaction requiring shareholder approval involving the acquisition of the Company by an entity through the purchase of assets, by amalgamation, merger, statutory

• 20 -

arrangement, reverse takeover or any other form of restructuring transaction.

Termination of the President and the CEO following a Change of Control will occur or will be deemed to occur if, within the twelve (12) month period immediately following a Change of Control, any of the following occur, without the President’s or CEO’s written consent, which event is not rectified by the Company within thirty (30) days of the occurrence:

• (a) the officer’s agreement with the Company is terminated by the Company without cause;

• (b) an adverse change by the Company in the officer’s position, duties, responsibilities, title or office from those which were in effect immediately prior to the Change of Control, including the officer no longer holding the office of President or CEO (as applicable), of the ultimate parent company following the Change of Control;

• (c) the good faith determination by the officer that, as a result of the Change in Control or any action or event thereafter, the officer’s status or responsibility within the Company has been diminished or that the officer is effectively being prevented from carrying out his duties and responsibilities as they existed immediately prior to the Change of Control;

• (d) a decrease in the officer’s base compensation or a material decrease in the officer’s incentive bonus, benefits, stock based compensation, vacation or other compensation.

Other than disclosed herein, the Company does not have agreements or arrangements under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by any other party but are services typically provided by a director or a NEO.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as at the April 30, 2021 financial year end:

			Number of securities
			remaining available for
			future issuance under
	Number of securities to be	Weighted-average	equity compensation
	issued upon exercise of	exercise price of	plans (excluding
	outstanding options,	outstanding options,	securities reflected in
	warrants and rights	warrants and rights	column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by the securityholders (the Stock Option Plan and RSU Plan)	11,270,667	$1.81	1,620,679(1)
Equity compensation plans not approved by the securityholders	Nil	N/A	N/A
Total	11,270,667	$1.81	1,620,679

Notes:

1. Based on the maximum number of Common Shares issuable under the Stock Option Plan and the RSU Plan as at April 30, 2021.

2. 21 -

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who, generally speaking, is a director or executive officer or a 10% shareholder of the Company. To the knowledge of management of the Company, no informed person or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the fiscal year ended April 30, 2021, nor do they have any interest in any material transaction in the current year other, than as set out herein and in a document previously disclosed to the public.

MANAGEMENT CONTRACTS

Other than as disclosed herein, there are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

• A. Election of Directors – see page 5 above.

• B. Appointment of Auditor – see page 9 above.

• C. Approval of Stock Option Plan – see page 14 above and “ Approval of Stock Option Plan” below.

Approval of Stock Option Plan

The purpose of the Stock Option Plan is to provide an incentive to directors, employees and consultants to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and pass an ordinary resolution to approve the Stock Option Plan for continuation, with or without variation, as follows:

“ RESOLVED that subject to approval by the TSX Venture Exchange, the Stock Option Plan of the Company be ratified, confirmed and approved, and that in connection therewith a maximum of 10% of the issued and outstanding Common Shares at the time of each grant, less any Common Shares issuable under the Company’s restricted share unit plan, be approved for granting as options.”

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

Recommendation of the Board

The Board recommends that you vote “FOR” the above resolution. In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote “FOR” the resolution.

The Board is of the view that the Stock Option Plan provides the Company with the flexibility to attract and maintain the services of executives, employees and other service providers in competition with other

• 22 -

companies in the industry. A shareholder may also obtain a copy of the Stock Option Plan by contacting the Company by telephone at: (604) 328-5598.

OTHER MATTERS

As of the date of this Information Circular, Management of the Company is not aware of any other matters which may come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Common Shares represented thereby in accordance with their best judgement on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found under the Company’s profile on SEDAR at www.sedar.com. Financial information about the Company is provided by the Company’s annual financial statements for the year ended April 30, 2021 and related management discussion and analysis. Additional financial information or documentation may be obtained by any securityholder of the Company free of charge by contacting the Company by telephone at: (604) 328-5598.

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

DATED at Vancouver, British Columbia, as at November 8, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Michael Struthers”

Michael Struthers

Chief Executive Officer