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 Friday, January 20, 2023 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, 2022, together with the auditor's report thereon and the related management discussion and analysis;
1. to elect directors of the Company for the ensuing year;
1. to appoint Grant Thornton LLP, as auditor of the Company for the ensuing year and authorize the directors to determine their remuneration;
1. to consider and, if thought fit, to pass an ordinary resolution ratifying, confirming and approving the Company's new form stock option plan, as more particularly described in the information circular accompanying this notice; and
1. to consider and, if thought fit, to pass an ordinary resolution ratifying, confirming and approving the Company's amended and restated restricted share unit plan, as more particularly described in the information circular accompanying this notice.

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, 2022, 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 hereof the Company intends to hold the Meeting at the location stated in the Notice of Meeting. However, due to potential unforeseen changes in the ongoing coronavirus COVID-19 outbreak ("COVID-19"), we recommend all shareholders submit votes by sending in a properly completed and signed form of proxy (or voting instruction form) prior to the Meeting following instructions in this Information Circular. The Company reserves the right to take precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to changes in COVID-19 including change of Meeting date, change of Meeting venue or the way in which the Meeting is held, for example by virtual meeting. Should any changes to the Meeting occur, the Company will announce any and all changes by way of news release filed under the Company's profile on SEDAR at www.sedar.com. Please check the Company's SEDAR profile prior to the Meeting for the most current information. In the event of changes to the Meeting format due to COVID-19, 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.

DATED at Vancouver, British Columbia, as at December 15, 2022.

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 December 15, 2022, 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 Friday, January 20, 2023 (the "Meeting"), at the time and place set out in the accompanying notice of meeting (the "Notice of Meeting").

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.

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) 263- 9524 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 1-866-732- 8683 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. 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, 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
1. 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, 2022, 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 December 15, 2022 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value, of which 149,412,949 Common Shares are issued and outstanding as of December 15, 2022. All Common Shares in the capital of the Company carry the right to one vote.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, the following beneficially owns, or controls or directly or indirectly holds Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company:

Name	Number Common Shares Held and Percentage ofShares(1)
Agnico Eagle Mines Limited	23,453,333 (15.70%)
Accendo Banco, S.A., Institución de Banca Múltipleen Liquidación Judicial	25,054,542 (16.77%)

Note:

(1) The information is based on information available on SEDI.

ELECTION OF DIRECTORS

Proposed Nominees

The Board of the Company currently consists of six directors, as set by the directors. Management is nominating the current six 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".

Name of Nominee; CurrentPosition with the Companyand Province or State andCountry of Residence	Principal Occupation,Business or Employment	Period as aDirector of theCompany	Common SharesBeneficiallyOwned orControlled orDirected,Directly orIndirectly(1)
Michael A. StruthersChief Executive Officer andDirectorCoimbra, Portugal	CEO of the Company sinceFebruary 2021; CEO of AltaleyMining Corporation sinceSeptember 2022; former CEOand Non-Executive Director ofEmpire Metals Ltd (2017 to2021) (previously GeorgianMining Corp.); Project Managerand Projects Director withLundin Mining Corporationfrom 2010 to 2017.	February 1,2021	91,111(2)
Ramon PerezPresident and DirectorFlorida, United States	President of the Company sinceJune 12, 2017; formerly CFOand COO of the Company fromMarch 17, 2016 to September12, 2016 and formerly interimCEO from September 2, 2016 toJune 12, 2017. Vice President atCarrelton Asset ManagementInc., a natural resource focusedasset manager; CFO for MineraApolo S.A. de C.V.; andDirector of Credipresto, S.A. deC.V. ENR, a financial servicescompany.	March 17, 2016	2,436,134(3)
Dr. Neil O'BrienNon-Executive DirectorOntario, Canada	Senior Vice President,Exploration & New BusinessDevelopment with LundinMining Corporation from 2005to 2018.	February 1,2021	50,000(4)
Javier MontañoNon-Executive DirectorSinaloa, Mexico	Chief Executive Officer of CUNO S.A. DE C.V., which ispart of a group that owns aseries of retail chain stores inMexico and South America.	September 12,2016	9,493,334(5)
Matthew RomaNon-Executive DirectorBritish Columbia, Canada	Principal of Roma Capital Corpfrom 2019 to present, acorporate finance, accountingand capital advisory company.;Director of Finance of CoreGold Inc.; Manager of Financeat CMLS Financial; Auditor atDeloitte LLP	December 13,2019	Nil(6)

Name of Nominee; CurrentPosition with the Companyand Province or State andCountry of Residence	Principal Occupation,Business or Employment	Period as aDirector of theCompany	Common SharesBeneficiallyOwned orControlled orDirected,Directly orIndirectly(1)
Manuel GomezNon-Executive DirectorBaden, Switzerland	Retired businessman; formerlyManaging Director at HorizonAsset, Portfolio Manager at GIMAAsset Management.	December 19,2022	8,500,000

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) Mr. Struthers owns options to purchase 2,000,000 common shares.
(3) Mr. Perez also holds options to purchase 1,400,000 common shares, 165,000 RSUs and warrants to purchase 26,400 common shares.
(4) Mr. O'Brien also holds options to purchase 400,000 common shares and warrants to purchase 25,000 common shares.
(5) 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. Mr. Montaño also holds options to purchase 580,000 common shares and 58,333 RSUs.
(6) Mr. Roma holds options to purchase 230,000 common shares and 25,000 RSUs.

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.

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 current CEO of Altaley Mining Corp. (TSX:V ATLY), and former CEO (3 years) and 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: Co-Founder, 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.

Dr. Neil O'Brien –Non-Executive 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.

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.

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.

Manuel Gomez – Non-Executive Director

Mr. Manuel Gomez holds a Bachelor of Accounting degree from Instituto Tecnologico y de Estudios Superiores de Monterrey, and an MBA from City University in Zurich. Mr. Gomez received his CFA in 1993. Mr. Gomez worked as a Fund manager at UBS where he was responsible for a US$500 million fund investing in Spain and Portugal. He was a Senior Vice President at the Credit Suisse Group and in 2008 founded Horizon Asset Management where he acts as CEO. Mr. Gomez has been involved in mining and alternative investments sectors since 2008.

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
1. 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
1. 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,
1. 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
1. 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;
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, 2022 and April 30, 2021:

Nature of Services	Fees paid to Auditor inyear ended April 30, 2022	Fees paid to Auditor inyear ended April 30, 2021
Audit Fees (1)	$78,000	$52,000
Audit Related Fees (2)	Nil	Nil
Tax Fees(3)	Nil	Nil
All Other Fees (4)	Nil	Nil
Total	$78,000	$52,000

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.

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 currentsix 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 Board, 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, Matthew Roma and Manuel Gomez,. 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	Altaley Mining Corporation	TSXV
Ramon Perez	Else Nutrition Holdings Inc.Zincore Metals Inc.	TSXNEX
Javier Montaño	Goldgroup Mining Inc.	TSXBolsa Mexicana deValores S.A.B de C.V.Pink Sheets
Dr. Neil O'Brien	NGEx Minerals Ltd.Empire Metals Ltd.	TSXVLondon Stock Exchange
Matthew Roma	G2 Energy Corp. (formerly G2Technologies Corp.Smithe Resources Corp.Zincore Metals Inc.	CSE, Frankfurt, OTCTSXVNEX

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.

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;

(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, 2022, 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.

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 years ended April 30, 2022 and April 30, 2021. 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
Nameandposition	Year	Salary,consultingfee,retainer orcommission($)	Bonus($)	Committeeormeetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
Michael Struthers(1)	2022	273,363	Nil	Nil	Nil	Nil	273,363
CEO and Director	2021	62,351	Nil	Nil	Nil	Nil	62,351
Ramon Perez(2)	2022	180,339	Nil	Nil	Nil	Nil	180,339
President andDirector	2021	187,804	134,114	Nil	Nil	Nil	321,918
Sam Wong(3)	2022	138,162	Nil	Nil	Nil	Nil	138,162
CFO and CorporateSecretary	2021	132,362	80,486	Nil	Nil	Nil	212,848
Armando	2022	163,046	Nil	Nil	Nil	Nil	163,046
Alexandri(4)COO	2021	156,558	100,585	Nil	Nil	Nil	257,143
Dr. Neil O'Brien(5)	2022	46,800	Nil	Nil	Nil	Nil	46,800
Director andFormer Chairman	2021	18,750	Nil	15,000	Nil	Nil	33,750
Javier Montaño(6)	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
Matthew Roma(7)	2022	14,625	Nil	Nil	Nil	Nil	14,625
Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
Manuel Gomez (8)	2022	N/A	N/A	N/A	N/A	N/A	N/A
Director	2021	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) Dr. O'Brien was appointed as a Director on February 1, 2021.

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

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

(8) Mr. Gomez resigned as a Director on February 1, 2021 and was re-appointed as a director on December19, 2022.

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 16, 2021. The number of common shares which may be issued pursuant to options granted under the Stock Option Plan is a maximum of 10% of the issued and outstanding common shares, on a non-diluted basis, at the time of the grant.

On November 24, 2021, the TSX Venture Exchange ("TSXV") adopted a new Policy 4.4 – Security Based Compensation ("Policy 4.4"), which governs security based compensation. The changes to Policy 4.4 generally relate to the expansion of the policy to cover a number of types of security based compensation in addition to stock options. The Company has adopted a new form of 10% rolling stock option plan in order to conform with the new Policy 4.4, with an effective date of January 20, 2023 (the "New Plan").

The New Plan has been conditionally approved by the TSXV, subject to receipt of shareholder approval at the Meeting.

The New Plan provides that the aggregate number of securities reserved for issuance will be 10% of the number of Common Shares of the Company issued and outstanding from time to time. The New Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder.

Options may be granted under the New Plan to service providers ("Service Providers") of the Company and its affiliates, including directors, officers, employees, consultants and employees of companies providing management services to the Company, as the Board may from time to time determine. The purpose of the Option Plan is to attract and motivate directors, senior officers, employees, management company employees and consultants (collectively, the "Optionees") and to give such persons, as additional compensation, the opportunity to participate in the success of the Company.

As at December 15, 2022, there were 149,412,949 Common Shares outstanding. Accordingly, a maximum aggregate of 14,941,294 Common Shares are available for reserve for exercise of options under the Option Plan. There are currently 8,985,000 options outstanding to purchase 8,985,000 Common Shares. Accordingly, 5,956,294 Common Shares remain available for reserve for exercise of options under the Option Plan.

Material Terms of the New Plan

The following is a summary of the material terms of the New Plan:

(a) Persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Plan;
(b) Options granted under the Plan are non-assignable and non-transferable;
(c) For options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;
(d) An option granted to any Service Provider will expire within 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;
(e) If an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;
(f) In the case of an Optionee being dismissed from employment or service for cause, such Optionee's options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;
(g) The exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the New Plan);
(h) All options granted under the New Plan will expire not later than the date that is ten years from the date that such options are granted;
(i) No one participant may be granted options to purchase more than 5% of the number of the issued and outstanding Common Shares and no more than 2% of the issued and outstanding Common Shares may be granted to any one consultant in any 12 month period. No more than an aggregate of 2% of the issued and outstanding Common Shares may be granted to all investor relations service providers in any 12 month period. No more than 10% of the issued and outstanding Common Shares may be granted to insiders within any 12 month period or at any point in time;
(j) Vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period. Options granted to investor relations providers must vest in stages over twelve months with no more than 25% vesting in any three month period.; and
(k) The Board reserves the right in its discretion to amend, suspend, terminate or discontinue the Plan, subject to any required shareholder or TSXV approvals.

The New Plan adopts certain changes to conform with the new TSXV Policy 4.4, including the addition of certain definitions in the New Plan and clarification of TSXV requirements for security based compensation plans. The New Plan also allows for option holders to exercise options on a "Cashless Exercise" or "Net Exercise" basis, as now expressly permitted by Policy 4.4. "Cashless Exercise" is a method of exercising stock options in which a securities dealer loans funds to the option holder or sells the same shares as those underlying the option, prior to or in conjunction with the exercise of options, to allow the option holder to fund the exercise of some or all of their options. "Net Exercise" is a method of option exercise under which the option holder does not make any payment to the issuer for the exercise of their options and receives on exercise a number of shares equal to the intrinsic value (current market price less the exercise price) of the option valued at the current market price. Under Policy 4.4, the current market price must be the five day volume weighted average trading price prior to option exercise. "Net Exercise" may not be utilized by persons performing investor relations services.

Refer to heading below - "Particulars of Matters to be Acted Upon – Approval of the New 10% Rolling Stock Option Plan".

RSU Plan

The Company's Amended 2017 restricted share unit plan (the "RSU Plan") reserves an aggregate of 3,050,310 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.

On December 15, 2022, the Board approved certain amendments to the RSU Plan to (a) increase the number of common shares issuable pursuant to RSUs to be awarded under the RSU Plan to 5,000,000, and (b) update existing or add new provisions to the RSU Plan in accordance with the requirements of Policy 4.4 of the TSXV Corporate Manual which came into effect on November 24, 2021 (the "Amended and Restated RSU Plan"). The Amended and Restated RSU Plan will supersede and replace the RSU Plan.

As at the date hereof, there are 461,677 common shares issuable upon the redemption of RSUs previously issued and currently outstanding under the RSU Plan and pursuant to the Amended and Restated RSU Plan an additional 4,538,323 common shares will be available for issuance pursuant to future grants of RSUs.

The TSXV has conditionally approved the Amended and Restated RSU Plan, subject to shareholder approval.

Set out below is a summary of the Amended and Restated RSU Plan. This summary is qualified in its entirety by the full text of the Amended and Restated RSU Plan, a copy of which is attached hereto as Schedule "B".

Capitalized terms used below are not defined below and shall have the meanings ascribed thereto in the Amended and Restated RSU Plan.

The Amended and Restated RSU Plan provides for the payment of bonuses in the form of the issuance of Common RSUs to Participants for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Directors, Eligible Employees and Eligible Consultants and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares by Directors, Eligible Employees and Eligible Consultants, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to acquire a proprietary interest in the Company. The Amended and Restated RSU Plan shall be administered by the Board (or a committee designated by the Board).

Subject to adjustment as may be permitted under the Amended and Restated RSU Plan, the maximum number of common shares which may be reserved for issuance under the Amended and Restated RSU Plan at any time shall be 5,000,000 common shares. For purposes of determining the number of common shares that remain available for issuance under the Amended and Restated RSU Plan, the number of common shares underlying any grants of RSUs that are surrendered, forfeited, waived and/or cancelled shall be added back to the Amended and Restated RSU Plan and again be available for future grant, whereas the number of common shares underlying any grants of RSUs that are issued upon exercise of RSUs shall not be available for future grant.

The Board shall from time to time determine the Participants to whom RSUs shall be granted and the provisions and restrictions with respect to such grants, all such determinations to be made in accordance with the terms and conditions of the Amended and Restated RSU Plan, and the Board may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. An RSU award granted to a particular Participant in a year will be a bonus for services rendered by the Participant and the number of RSUs awarded will be credited to the Participant's account, effective as of the grant date.

The RSUs shall have a term, which shall be determined by the Board on the date of award of the RSUs, which term shall not exceed three years. Each award of RSUs will vest on the date(s) and/or the satisfaction of the performance criteria specified by the Board on the award date and reflected in the applicable grant letter, provided that subject to the polices of the TSX Venture Exchange RSUs may not vest before the date that is one year following the date of grant or issue.

In the event that a dividend (other than a stock dividend) is declared and paid by the Company on common shares, the Company may elect to credit each Participant with additional RSUs. In such case, the number of additional RSUs will be equal to the aggregate amount of dividends that would have been paid to the Participant if the RSUs in the Participant's account had been common shares divided by the market value of a common share on the date on which dividends were paid by the Company.

In accordance with the policies of the TSX Venture Exchange, (a) the maximum aggregate number of common shares that may be issuable to any one Participant pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the outstanding common shares calculated on the date of grant; (b) the maximum aggregate number of common shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the outstanding shares calculated on the date of grant; (c) the maximum aggregate number of common shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the outstanding Shares at any point in time; and (d) the maximum aggregate number of common shares that may be issuable to any Eligible Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the outstanding shares calculated on the date of grant.

Refer to heading below - "Particulars of Matters to be Acted Upon – Approval of the Amended and Restated Restricted Share Unit Plan".

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, 2022.

Compensation Securities
Nameandposition	Type ofCompensation security	Number ofcompensation securities,number ofunderlyingsecurities,andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Michael	Stock	1,250,000	April 27,	$0.14	$0.14	$0.14	April 27,
Struthers(1)CEO and Director	Options		2022				2027
Ramon Perez(2)President andDirector	StockOptions	700,000	April 27,2022	$0.14	$0.14	$0.14	April 27,2027
Sam Wong(3)CFO andCorporateSecretary	StockOptions	450,000	April 27,2022	$0.14	$0.14	$0.14	April 27,2027
Dr. Neil O'Brien(4)Director andFormer Chairman	StockOptions	200,000	April 27,2022	$0.14	$0.14	$0.14	April 27,2027

Compensation Securities
Nameandposition	Type ofCompensation security	Number ofcompensation securities,number ofunderlyingsecurities,andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Javier Montaño(5)Director	StockOptions	50,000	April 27,2022	$0.14	$0.14	$0.14	April 27,2027
Matthew Roma(6)Director	StockOptions	150,000	April 27,2022	$0.14	$0.14	$0.14	April 27,2027

Notes:

(1) Mr. Struthers had 2,000,000 options as at April 30, 2022.

(2) Mr. Perez had 1,400,000 options as at April 30, 2022.

(3) Mr. Wong had 900,000 options as at April 30, 2022.

(4) Dr. O'Brien had 400,000 options as at April 30, 2022.

(5) Mr. Montaño had 130,000 options as at April 30, 2022.

(6) Mr. Roma had 230,000 options as at April 30, 2022.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by directors and NEOs during the most recently completed fiscal year of the Company ended April 30, 2022.

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	2 years of annual	1 year annual	2 years of annual
without cause	compensation	compensation after	compensation
		probation period
		Subsequent to 18
		months of holding
		office, maximum of
		2 years annual
		compensation
Change of Control	2 years of annual	2 years of annual	2 years of annual
	compensation	compensation	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 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, 2022 financial year end:

Plan Category	Number of securities to beissued upon exercise ofoutstanding options,warrants and rights(a)	Weighted-averageexercise price ofoutstanding options,warrants and rights(b)	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
Equity compensation plansapproved by the securityholders(the Stock Option Plan and RSUPlan)	9,446,667	$0.25	5,494,617 (1)
Equity compensation plans notapproved by the securityholders	Nil	N/A	N/A
Total	9,466,667	$0.25	5,494,617

Note:

(1) Based on the maximum number of Common Shares issuable under the Stock Option Plan and the RSU Plan as at April 30, 2022.

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, 2022, 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 10 above.
C. Approval of New 10% Rolling Stock Option Plan see page 15 above and "Approval of the New 10% Rolling Stock Option Plan" below.
D. Approval of Amended and Restated Restricted Share Unit Plan see page 18 above and "Approval of Amended and Restated Restricted Share Unit Plan" below.

Approval of the New 10% Rolling Stock Option Plan

To comply with the polices of the TSX Venture Exchange covering "rolling" option plans, rolling plans, such as the New Plan must be approved annually by the shareholders of the Company. At the Meeting shareholders will be asked to ratify and approve the New Plan for continuation until the next annual general meeting of the Company.

The New Plan is described in more detail, including the material terms of the Plan, above, see Statement of Executive Compensation – Stock Options and Other Compensation Securities.

At the Meeting, shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to ratify the New Plan (the "Option Plan Ratification Resolution"). The full text of the Option Plan Ratification Resolution is set out below. In order to be passed, the resolution requires the approval of a majority of the votes cast thereon by shareholders of the Company present in person or represented by proxy at the Meeting. The directors of the Company unanimously recommend that shareholders vote in favour of the Option Plan Ratification Resolution.

RESOLVED as an ordinary resolution that:

the New Plan dated for reference January 20, 2023, be ratified, confirmed and approved until the next annual general meeting of theCompany;

1. the number of Common Shares of the Company reserved for issuance under the New Plan shall not exceed 10% of the Company's issued and outstanding share capital as set out in the New Plan;
1. to the extent permitted by law, the Company be authorized to abandon all or any part of the New Plan if the Board deems it appropriate and in the best interest of the Company to do so; and
1. any one or more directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to this resolution.

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy. In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. A copy of the New Plan is attached hereto as Schedule "A".

Recommendation of the Board

The Board recommends shareholders vote in favour of ratification and approval of the New Plan.

In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the above ordinary resolution. An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

Approval of the Amended and Restated Restricted Share Unit Plan

To comply with the polices of the TSX Venture Exchange, the Amended and Restated RSU Plan must be approved annually by the shareholders of the Company. At the Meeting, shareholders will be asked to ratify and approve the Amended and Restated RSU Plan for continuation until the next annual general meeting of the Company.

The Amended and Restated RSU Plan will supersede and replace the RSU Plan which was attached as Schedule C to the Company's July 27, 2019 annual general meeting Information Circular.

The TSX Venture Exchange has conditionally approved the amendments to the RSU Plan (the "Amended and Restated RSU Plan"), subject to shareholder approval.

The Amended and Restated RSU Plan is described in more detail, including the material terms of the Amended and Restated Plan, above, see Statement of Executive Compensation – Stock Options and Other Compensation Securities.

At the Meeting, shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to ratify the Amended and Restated RSU Plan (the "RSU Plan Ratification Resolution"). The full text of the RSU Plan Ratification Resolution is set out below. In order to be passed, the resolution requires the approval of a majority of the votes cast thereon by shareholders of the Company present in person or represented by proxy at the Meeting. The directors of the Company unanimously recommend that shareholders vote in favour of the RSU Plan Ratification Resolution.

RESOLVED as an ordinary resolution that:

1. the Amended and Restated Plan dated for reference January 20, 2023, be ratified, confirmed and approved until the next annual general meeting of theCompany;
1. the number of Common Shares of the Company reserved for issuance under the Amended and Restated Plan shall not exceed 5,000,000 as set out in the Amended and Restated Plan;
1. to the extent permitted by law, the Company be authorized to abandon all or any part of the Amended and Restated Plan if the Board deems it appropriate and in the best interest of the Company to do so; and
1. any one or more directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to this resolution.

Recommendation of the Board

The Board recommends shareholders vote in favour of ratification and approval of the Amended and Restated RSU Plan.

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, 2022 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 December 15, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael Struthers"

Michael Struthers Chief Executive Officer

SCHEDULE "A"

Stock Option Plan dated for Reference January 20, 2023

CANDELARIA MINING CORP. (the "Company")

SHARE OPTION PLAN

Dated for Reference January 20, 2023

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies and any inconsistencies between this Plan and TSX Venture Policies will be resolved in favour of the latter.

Definitions

1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(b) Black-out Period means a period during which a restriction has been formally imposed by the Company, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;

(c) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(d) Cause means "Just Cause" as defined in the Participant's employment agreement or agreement for services with the Company or one of its subsidiaries, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its subsidiaries, then any circumstance that would permit the Company or one of its subsidiaries to terminate a Participant's employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;

(e) Change of Control means the occurrence of any of:

(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Company or any of its Affiliates) thereafter acquires the direct or indirect "beneficial ownership" (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to (ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company);

(iii) the occurrence of a transaction requiring approval of the Company's security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company;

(iv) a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or

(v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(f) Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture;

(g) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(h) Consultant means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company or any of its subsidiaries) or Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

(i) Date of Termination means, for a Participant, the last day that the Participant actively provides services to the Company or a subsidiary of the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Participant receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;

(j) Director means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(k) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(l) Disinterested Shareholder Approval has the meaning assigned by Policy 4.4 Sections 5.3(b) and (c) of the TSX Venture Policies;

(m) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(n) Effective Date for an Option means the date of grant thereof by the Board;

(o) Employee means:

(i) an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;

(p) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(q) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

(r) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(s) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(t) Investor Relations Service Provider means any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(u) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(v) Management Company Employee means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company;

(w) Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(x) Officer means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries;

(y) Option means the right to purchase Common Shares granted hereunder to a Participant under this Security Based Compensation Plan;

(z) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Participant and substantially in the form of Schedule A attached hereto;

(aa) Optioned Shares means Common Shares that may be issued in the future to a Participant upon the exercise of an Option;

(bb) Optionee means the recipient of an Option hereunder;

(cc) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

(dd) Participant means a Service Provider that is the recipient of Security Based Compensation granted or issued by the Company;

(ee) Person includes a company, any unincorporated entity, or an individual;

(ff) Plan means this security based share option plan, the terms of which are set out herein or as may be amended;

(gg) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under this Plan as provided in §2.2;

(hh) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder;

(ii) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(jj) Security Based Compensation has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(kk) Security Based Compensation Plan has the meaning given to such term in TSX Venture Policy 4.4 – Security Based Compensation;

(ll) Service Provider means a Person who is a Director, Officer, Employee, Management Company Employee, or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(mm) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders' meeting;

(nn) Take Over Bid means a take over bid as defined in National Instrument 62-104 (Takeover Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;

(oo) TSX Venture means the TSX Venture Exchange and any successor thereto;

(pp) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time; and

(qq) VWAP means the volume-weighted average trading price of the Common Shares on the TSX Venture calculated by dividing the total value by the total volume of the Common Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSX Venture may exclude internal crosses and certain other special terms trades from the calculation.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 The maximum aggregate number of Common Shares that may be reserved for issuance under this Plan, together with all other Security Based Compensation Plans (excluding the Company's Amended and Restated Restricted Share Unit Plan dated effective January 20, 2023), at any point in time is up to 10% of the Outstanding Shares as at the date of grant or issuance of any Security Based Compensation under any of such Security Based Compensation Plans.

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Participants from time to time by the Board. Participants that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under this Plan

2.4 All Options granted under this Plan will be evidenced by an Option Commitment substantially in the form attached as Schedule A (or in such other form as determined by the Company) showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Participation

2.6 This Plan provides for the following limits on grants unless otherwise permitted pursuant to the policies of the TSX Venture:

(i) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the policies of the TSX Venture, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(ii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(iii) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the Outstanding Shares at any point in time;

(iv) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation; and

(v) the maximum aggregate number of Common Shares that may be issuable to all Investor Relations Services Providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Options and Investor Relations Services Providers may not received any Security Based Compensation other than Options.

Exercised and Unexercised Options

2.7 In the event an Option granted under this Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Administration of this Plan

2.8 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options;
(b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company's tier classification thereunder; and

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of this Plan by the Board of Directors

2.9 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

(a) amendments which are of a typographical, grammatical, clerical nature only;
(b) amendments of a housekeeping nature;

(c) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture; and

(d) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.10 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:

(i) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;

(ii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or

(iii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or

(b) any reduction in the Exercise Price or the extension of the term of an Option held by an Insider or any other amendment to an Option that results in a benefit to an Insider.

Options Granted Under the Company's Previous Share Option Plans

2.11 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 The term of an Option will be set by the Board at the time such Option is allocated under this Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.3 Subject to §2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.2.

3.5 In respect of any proposed amendment to the terms of an Option, and except as otherwise provided under TSX Venture Policies:

(a) any amendment must be approved by the TSX Venture, and be subject to shareholder approval, where applicable, prior to the exercise of such Option; and

(b) the Company must issue a news release outlining the terms of the amendment.

Vesting of Options

3.6 Subject to §3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Participant remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Participant remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Investor Relations Service Providers

3.7 Notwithstanding §3.6, Options granted to Investor Relations Service Providers will vest such that:

(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;

(b) no more than another 25% of Options vest no sooner than six months after the Options were granted;

(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Effect of Take-Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding §3.6 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies.

Acceleration of Vesting on Change of Control

3.9 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities. Notwithstanding the foregoing, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

Extension of Options Expiring during Black-out Period

3.10 Should the Expiry Date for an Option fall within a Black-out Period, such Expiry Date shall be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan, provided that such automatic extension of the Expiry Date for an Option will not apply where the Participant or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

Optionee Ceasing to be Director, Employee or Service Provider

3.11 Options may be exercised after the Participant has left his/her employ/office or has been advised by the Company or its subsidiary, as applicable, that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Participant will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and

(c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same.

Non-assignable

3.12 Subject to §3.11(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.13;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company;

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.13, such questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company's principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and

(h) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under this Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to §4.5.

Cashless Exercise

4.3 Subject to the provisions of this Plan (including, without limitation, Section 4.5 and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider, a "net exercise" procedure in which the Company issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or

(b) a broker assisted "cashless exercise" in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this §4.3 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.5 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

4.4 In the event of a net exercise pursuant to §4.3(a) or a cashless exercise pursuant to §4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Company, must be included in calculating the limits set forth in §2.2, §2.6 and §2.10 of this Plan.

Tax Withholding and Procedures

4.5 Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in §4.5 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

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

Delivery of Optioned Shares and Hold Periods

4.6 As soon as practicable after receipt of the notice of exercise described in §4.2 or §4.3, as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to:

(a) Insiders; or
(b) where Options are granted to any Participants, including Insiders, where the Exercise Price is at a discount to the Market Price.

4.7 Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the Effective Date of the grant of the Options.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company or a subsidiary of the Company, or interfere in any way with the right of the Company or a subsidiary of the Company to

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 This Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

5.4 This Plan will become effective from and after January 20, 2023, and will remain effective provided that this Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.

Amendment of this Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals and Shareholder Approval.

SCHEDULE A SHARE OPTION PLAN OPTION COMMITMENT

	Notice is hereby given that, effective this ________ day of ________________, 20		, pursuant to
the provisions of the Share Option Plan (the "Plan") of		Candelaria Mining Corp.	(the "Company"), the
Company	has granted to ___________________________________________ (the "Optionee"), an
	Option to acquire ______________ Common Shares ("Optioned Shares") up to 5:00 p.m. (Vancouver
Time)	on the __________ day of ____________________, 20	(the "Expiry Date"), or	such earlier
	date as determined in accordance with the terms of this Plan,	at an Exercise Price of Cdn$____________
per share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest (INSERT VESTING SCHEDULE AND TERMS)]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a "net exercise" basis or "cashless exercise" basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company's Board of Directors approves the exercise on a "net exercise" basis or "cashless exercise" basis, deliver a written notice and comply with such other conditions as established by the Company for a "net exercise" or "cashless exercise". A certificate, or a written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant of the Options]."

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the TSX Venture Policies) by both the Company and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information form in use by the TSX Venture Exchange on the date of this Option Commitment.

CANDELARIA MINING CORP.

Per:

Authorized Signatory

_____________________________________ [insert name and title of authorized signatory]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

OPTIONEE:

Signature Date signed:

Print Name

Address

SCHEDULE B

SHARE OPTION PLAN

NOTICE TO EXERCISE OPTIONS

CANDELARIA MINING CORP.

Suite 1201 – 1166 Alberni Street Vancouver, B.C. V6E 3Z3 Attention: Share Option Plan Administrator

Re: Employee Share Option Exercise

Attn: Share Option Plan of Candelaria Mining Corp. (the "Company")

This letter is to inform the Administrator of the Company's Share Option Plan that I, _____________, wish to exercise _________ options, at per share, on this day of ______________, 20____.

Payment issued in favour of Candelaria Mining Corp. for the amount of $________________ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Name of Optionee:

Address:

Please send share certificate to:

Name:

Address:

Sincerely,

Signature of Optionee Date SIN Number (for T4)

SCHEDULE "B"

Amended and Restated Restricted Share Unit Plan dated for Reference January 20, 2023

CANDELARIA MINING CORP. (the "Company")

AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN

EFFECTIVE AS OF JANUARY 20, 2023

PLAN DEFINITIONS AND INTERPRETATIONS

1.1 For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:
- (a) "Act" means the Business Corporations Act (British Columbia), or its successor, as amended, from time to time;
- (b) "Affiliate" means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;
- (c) "Black-out Period" means a period during which a restriction has been formally imposed by the Company, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from vesting their Restricted Share Units, provided that any Black-out Period must expire following the general disclosure of the undisclosed material information;
- (d) "Board" means the Board of Directors of the Company;
- (e) "Change of Control" means the occurrence of (i) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company's voting power is owned directly, or indirectly through one or more entities, by any Person and its Affiliates, or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company other than in connection with an internal reorganization;
- (f) "Committee" means the Board or, if the Board so determines in accordance with Section 2.3 of the Plan, the committee of the Board authorized to administer the Plan which includes any compensation committee of the Board;
- (g) "Common Shares" means the common shares in the capital of the Company, as adjusted in accordance with the provisions of Section 5 of this Plan;
- (h) "Company" means Candelaria Mining Corp., a corporation existing under the Act, and includes any successor corporation thereof;
- (i) "Director" means a member of the Board from time to time;
- (j) "Disinterested Shareholder Approval" has the meaning assigned by Policy 4.4 Sections 5.3(b) and (c) of the TSX Venture Policies;
- (k) "Distribution" has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;
- (l) "Eligible Consultants" means an individual or company, other than an Eligible Employee or Director, that (i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other

services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution, (ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

(m) "Eligible Employees" means (i) an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source, (ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or (iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;
(n) "Grant Date" means the date that the Restricted Share Unit is granted to a Participant under the Plan, as evidenced by the Restricted Share Unit grant letter;
(o) "Insider" means: an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;
(p) "Investor Relations Activities" has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(q) "Market Value" means the closing trading price of the Common Shares as of the applicable date, as reported by the TSXV. If the Common Shares are not trading on the TSXV, then the Market Value shall be determined based on the trading price on such stock exchange or over-the-counter market on which the Common Shares are listed and posted for trading as may be selected for such purpose by the Committee. In the event that the Common Shares are not listed and posted for trading on any stock exchange or over-the-counter market, the Market Value shall be the fair market value of such Common Shares as determined by the Committee in its sole discretion;
(r) "Outstanding Shares" means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;
(s) "Participant" means each Director, Eligible Employee and Eligible Consultant to whom Restricted Share Units are granted hereunder;
(t) "Participant's Entitlement Date" means the date on which a Participant's Restricted Share Unit Award is fully vested;
(u) "Person" means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof;
(v) "Plan" means this Amended and Restated Restricted Share Unit Plan, as same may be amended from time to time;
(w) "Restricted Share Unit" means a unit credited by means of an entry on the books of the Company to a Participant, representing the right to receive on the Participant's Entitlement Date one previously unissued Common Share for each Restricted Share Unit;
(x) "Restricted Share Unit Award" means an award of Restricted Share Units under the Plan to a Participant;
(y) "Retirement" means the Participant ceasing to be an Eligible Employee after attaining a stipulated age in accordance with the normal retirement policy or earlier with the Company's consent;
(z) "Retirement Date" means the date on which a Participant ceases to be an Eligible Employee due to the Retirement of the Participant;
(aa) "Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Company;
(bb) "Security Based Compensation" has the meaning given to such term in TSX Venture Policy 4.4 Security Based Compensation;
(cc) "Security Based Compensation Plan" has the meaning given to such term in TSXV Policy 4.4 Security Based Compensation;
(dd) "Termination" means: (i) in the case of an Eligible Employee, the termination of the employment of the Eligible Employee with or without cause by the Company or an Affiliate or the cessation of employment of the Eligible Employee with the Company or an Affiliate, other than the Retirement of the Eligible Employee; and (ii) in the case of an Eligible Consultant, the termination of the services of the Eligible Consultant by the Company or any Affiliate or the Eligible Consultant;
(ee) "TSXV" means the TSX Venture Exchange;
(ff) "TSX Venture Policies" means the rules and policies of the TSXV as amended from time to time; and
(gg) "year" means a calendar year unless otherwise specified.
1.2 Headings. The headings of all Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.
1.3 References to this Restricted Share Unit Plan. The words "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular Section, paragraph or other part hereof.
1.4 Canadian Funds. Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE UNIT PLAN

2.1 Purpose of the Restricted Share Unit Plan. The Plan provides for the payment of bonuses in the form of the issuance of Common Shares to Participants for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Directors, Eligible Employees and Eligible Consultants and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Common Shares by Directors, Eligible Employees and Eligible Consultants, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to acquire a proprietary interest in the Company.
2.2 Administration of the Restricted Share Unit Plan. The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan

as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Company. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as directors of the Company, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

2.3 Delegation to Committee. All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by the Committee.
2.4 Record Keeping. The Company shall maintain a register in which shall be recorded:
- (a) the name and address of each Participant;
- (b) the number of Restricted Share Units granted to each Participant;
- (c) the number of Restricted Shares issued to each Participant; and
- (d) all other relevant information, including, without limitation, all conditions set forth in a Restricted Share Unit grant letter, substantially in the form set out in Schedule 1 to this Plan.
2.5 Determination of Participants and Participation. The Committee shall from time to time determine the Participants to whom Restricted Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. Notwithstanding any other provision of this Plan, any person who is retained to provide Investor Relations Activities are not eligible to participate in this Plan.

2.6 Maximum Number of Common Shares.

(a) This Plan is a "fixed" equity compensation plan. The aggregate maximum number of Common Shares available for issuance from treasury under this Plan, subject to adjustment pursuant to Section 5.8, shall not exceed 5,000,000 Common Shares.
(b) For purposes of determining the number of Common Shares that remain available for issuance under the Plan, the number of Common Shares underlying any grants of Restricted Share Units that are surrendered, forfeited, waived and/or cancelled shall be added back to the Plan and again be available for future grant, whereas the number of Common Shares underlying any grants of Restricted Share Units that are issued upon exercise of Restricted Share Units shall not be available for future grant.
(c) Any Restricted Share Units previously granted by the Board which are outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof. .
2.7 Limitations on Participation. This Plan provides for the following limits on grants unless otherwise permitted pursuant to TSX Venture Policies:
- (a) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to any one Participant (and where permitted pursuant to the TSX Venture

Policies, any company that is wholly-owned by the Participant) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 5% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;

(b) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 10% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation;
(c) unless Disinterested Shareholder Approval is obtained, the maximum aggregate number of Common Shares that may be issuable to Insiders of the Company (as a group) pursuant to all Security Based Compensation of the Company may not exceed 10% of the Outstanding Shares at any point in time; and
(d) the maximum aggregate number of Common Shares that may be issuable to any Consultant of the Company pursuant to all Security Based Compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the Outstanding Shares calculated on the date of grant of any Security Based Compensation.

RESTRICTED SHARE UNITS

3.1 Restricted Share Unit Plan. The Plan is hereby established for Directors, Eligible Employees and Eligible Consultants. The Plan shall be subject to the approval of shareholders of the Company to be given by resolution passed at a meeting of the shareholders of the Company and acceptance by the TSXV or any regulatory authority or stock exchange having jurisdiction over the securities of the Company.
3.2 Restricted Share Unit Grant Letter. The Committee shall determine criteria for the grant of Restricted Share Units to Directors, Eligible Employees and Eligible Consultants. Each grant of a Restricted Share Unit under the Plan shall be evidenced by a Restricted Share Unit grant letter to the Participant from the Company. Such Restricted Share Unit grant letter shall be subject to all applicable terms and conditions of the Plan and may include any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Restricted Share Unit grant letter. The provisions of the various Restricted Share Unit grant letters issued under the Plan need not be identical.
3.3 Vesting Period. Except as otherwise provided in a Restricted Share Unit grant letter or any other provision of this Plan and subject to the TSX Venture Policies, the vesting period of all Restricted Share Units granted pursuant to Section 3.4 of this Plan will be determined by the Board and may not exceed three years. If required by the TSX Venture Policies and subject to early vesting in connection with the death of a Participant or where a Participant ceases to be an eligible Participant in connection with a Change of Control, no Restricted Share Units may vest before the date that is one year following the date of grant or issue.
3.4 Grant of Restricted Share Units. A Restricted Share Unit Award granted to a particular Participant in a year will be a bonus for services rendered by the Participant. The number of Restricted Share Units awarded will be credited to the Participant's account, effective as of the Grant Date.
3.5 Payment of Dividends. In the event that a dividend (other than a stock dividend) is declared and paid by the Company on Common Shares, the Committee may elect, but is not required, to credit each Participant with additional Restricted Share Units. In such case, the number of additional Restricted Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units in the Participant's account had been Common Shares divided by the Market Value of a Common Share on the date on which dividends were paid by the Company. For greater certainty, the Company may not credit a Participant with additional Restricted Share Units if such Restricted Share Units would result in the Company exceeding the limitations set forth in Section 2.6 or Section 2.7. The additional Restricted Share Units awarded to a Participant under this Section 3.5 of this Plan will vest on the Participant's Entitlement

Date in respect of the particular Restricted Share Unit Award to which the additional Restricted Share Units relate.

3.6 Vesting. A Restricted Share Unit Award granted to a Participant will entitle the Participant, subject to the Participant's satisfaction of any conditions, restrictions, vesting period or limitations imposed under the Plan or set out in the Restricted Share Unit grant letter, to receive one previously unissued Common Share for each Restricted Share Unit on the date when the Restricted Share Unit Award is fully vested.

Subject to the foregoing and subject to Section 3.3, in the event of:

(a) the death of a Participant, all unvested Restricted Share Units credited to the Participant will vest on the date of the Participant's death. The Common Shares underlying the Restricted Share Units credited to the Participant's account shall be issued to the Participant's estate as soon as practicable thereafter, provided that the period of time during which the Participant's estate can make a claim pursuant to this Section may not exceed one year from the Participant's death;
(b) the total disability of a Participant in connection with services provided to the Company, if one year has elapsed from the date of grant of the Restricted Share Units, all unvested Restricted Share Units 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 Restricted Share Units 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 or the Retirement of the Participant, all unvested Restricted Share Units credited to the Participant will be cancelled on the date of Termination. The Common Shares underlying the vested Restricted Share Units credited to the Participant's account shall be issued to the Participant as soon as practicable thereafter;
(d) the termination or resignation 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 Restricted Share Unit grant letter or as determined by the Committee, all Restricted Share Units 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 Restricted Share Units 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 Restricted Share Units;

provided that, in any event, any RSUs will terminate not later than 12 months from the date of Termination.

3.7 Redemption - Fully Paid Common Shares to the Participant. Subject to Section 4.1, the Company will satisfy its obligation, on the redemption of the Restricted Share Units with the issue of previously unissued Common Shares. The Restricted Share Units will be redeemed by the Company on the vesting date unless otherwise provided in the grant letter.
3.8 No Adjustment. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to a Participant to compensate the Participant for any downward fluctuations in the Market Value of a Common Share nor will any other form of benefit be conferred upon, or in respect of, a Participant for such a purpose.
3.9 Black-out Periods. In the event the vesting date determined in accordance with the terms of this Plan occurs within a Black-out Period, such vesting date shall be automatically extended without any further act or formality to that day which is the tenth (10th) business day after the end of the Black-out Period, such tenth

business day to be considered the vesting date for such Restricted Share Units for all purposes under the Plan, provided that such automatic extension of the vesting date will not apply where the Participant or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company's securities.

WITHHOLDING TAXES

4.1 Withholding Taxes. The Company or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes or other amounts which the Company or its Affiliate are required by any law or regulation of any governmental authority whatsoever to withhold in connection with any issuance or delivery of Common Shares made under this Plan including, without limiting the generality of the foregoing, the withholding of all or any portion of any issuance or delivery of Common Shares to be made to the Participant, until such time as a Participant has paid the Company or its Affiliates any amount which the Company and its Affiliates are required to withhold with respect to such taxes or other amounts. For greater certainty, immediately upon the issuance of any Common Shares in satisfaction of a Restricted Share Unit, the Company shall be entitled to sell on behalf and for the account of a Participant a given number of Common Shares sufficient to cover any applicable withholding taxes and other amounts to be withheld by the Company in connection with the Participant's vested Restricted Share Units.

GENERAL

5.1 Effective Time of Restricted Share Unit Plan. The Plan shall be effective on January 20, 2023. The Plan shall remain in effect until it is terminated by the Board.
5.2 Participants in the United States. The Company may, without amending the Plan, modify the terms of Restricted Share Units granted to Participants who provide services to the Company from outside of Canada in order to comply with the applicable laws of such jurisdictions. In addition, the terms of the Restricted Share Units granted to Participants subject to taxation in the United States will be subject to and will be determined by taking into consideration the terms stated in Appendix A that is attached to the Plan.
5.3 Termination of Restricted Share Unit Plan. The Board or the Committee, as the case may be, may discontinue the Plan at any time without first obtaining disinterested 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 Restricted Share Unit granted under the Plan.
5.4 Amendment of this Plan by the Board of Directors. Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary regulatory approval, including shareholder approval (if applicable), the Board may in its absolute discretion, amend or modify this Plan or any Restricted Share Unit granted as follows:
- (a) amendments which are of a typographical, grammatical, clerical nature only;
- (b) amendments of a housekeeping nature;
- (c) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture; an
- (d) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market.
5.5 Amendment Requiring Disinterested Shareholder Approval. The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:
- (a) this Plan, together with any other Security Based Compensation Plans, or any particular grant or issue of Security Based Compensation, could result in:
(i) the aggregate number of Common Shares issuable pursuant to Security Based Compensation to Insiders (as a group) exceeding 10% of the Outstanding Shares at any time;
(ii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to Insiders (as a group) exceeding 10% of the Outstanding Shares calculated at the date of grant or issue; or
(iii) the aggregate number of Common Shares issuable pursuant to Security Based Compensation granted or issued within any 12 month period to any one Participant exceeding 5% of the Outstanding Shares calculated at the date of grant or issue; or
(b) any amendment to a Restricted Stock Unit that results in a benefit to an Insider.
5.6 Non-Assignable. Except pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit and no other right or interest of a Participant is assignable or transferable.
5.7 Rights as a Shareholder. No holder of any Restricted Share Units shall have any rights as a shareholder of the Company until such time as Common Shares are issued in satisfaction of the Participant's Restricted Share Units. Subject to Sections 3.5 and 5.8, no holder of any Restricted Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Company for which the record date is prior to the date on which Common Shares are issued in satisfaction of the Participant's Restricted Share Units.
5.8 No Contract of Employment. Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Company or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Company or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without cause. Participation in the Plan by a Participant shall be voluntary.
5.9 Adjustment in Number of Common Shares Subject to the Restricted Share Unit Plan. In the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Committee in:
- (a) the number of Common Shares available under the Plan; and
- (b) the number of Common Shares subject to or underlying any Restricted Share Units.

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. Any adjustment, other than in connection with a share consolidation or subdivision, will be subject to the prior acceptance of the TSXV. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

5.10 Securities Exchange Take-over Bid. In the event that the Company becomes the subject of a takeover bid (within the meaning of the Securities Act (British Columbia) pursuant to which 100% of the issued and outstanding Common Shares are acquired by the offeror either directly or as a result of the compulsory acquisition provisions of the incorporating statute and where consideration is paid in whole or in part in equity securities of the offeror, the Committee may send notice to all holders of Restricted Share Units requiring them to exchange their Restricted Share Units, provided that:
- (a) the offeror delivers with such notice an irrevocable and unconditional offer to grant replacement restricted share unit rights to the holders of Restricted Share Units on the equity securities offered as consideration by the offeror; and
(b) the Committee has determined, in good faith, that such replacement restricted share unit rights have the same economic value as the Restricted Share Units being exchanged.
5.11 No Representation or Warranty. The Company makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of the Plan.
5.12 Compliance with Applicable Law. If any provision of the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith. For greater certainty, the Plan is also subject to TSXV Corporate Finance Manual Policy 4.4 – Security Based Compensation, or any successor policy.
5.13 Interpretation. This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

Appendix A

This special appendix sets forth special provisions of the Plan that apply to Participants ("US Grantees") subject to Section 409A of the United States Internal Revenue Code of 1986, as amended (the "Code").

1. Compliance with Section 409A
- (a) In General Notwithstanding any provision of the Plan to the contrary, it is intended that with respect to any US Grantee, such US Grantee's participation in the Plan shall be in a manner which does not subject the US Grantee's interests in the Plan to accelerated or additional tax under Section 409A. If any grant to a US Grantee or payment hereunder could cause the application of accelerated or additional tax under Section 409A, such grant or payment shall be deferred if and to the extent deferral will make such grant or payment compliant with Section 409A; otherwise such grant or payment shall be restructured, to the extent possible, in a manner determined by the Board that does not cause such an accelerated or additional tax. For purposes of Section 409A, each payment or amount due under this Plan shall be considered a separate payment.
- (b) Change of Control For US Grantees, "Change of Control" means an event as defined in Section 409A(2)(A)(v) of the Code.
- (c) Disability For US Grantees, "Disability" means a disability within the meaning of Section 409A(a)(2)(C) of the Code.
- (d) Payments in General Notwithstanding anything to the contrary, the US Grantees shall not have a right to designate the taxable year of any payment under the Plan.
2. Amendment of Appendix

The Board retains the power and authority to amend or modify this Appendix to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without approval of the shareholders of the Company or the approval of any individual Participant.

SCHEDULE 1

[U.S. legend if applicable]

FORM OF GRANT LETTER RESTRICTED SHARE UNIT PLAN

This Grant Letter is entered into between Candelaria Mining Corp. (the "Company") and the Participant named below pursuant to the 2017 Restricted Share Unit Plan of the Company (the "Plan") and confirms that:

on , 201___ (the "Award Date");
(the "Participant");
was granted non-assignable restricted share units (the "Award"); and
the Award shall vest as follows or on such earlier date as provided under the Plan:

____________________________________________________________

The Company will redeem the restricted share units at the time of vesting or _____________________________ [insert other redemption provisions].

By signing this Grant Letter, the Participant:

(i) acknowledges that he or she has read and understands the Plan, that he or she will abide by its terms and conditions, and that the Award is subject to the terms of the Plan;
(ii) agrees that an RSU does not carry any voting rights;
(iii) recognizes that (A) during the period between granting of an Award and the Vesting Date of the Award (or settlement thereof), the value of an RSU may be subject to a number of factors and the Corporation accepts no responsibility for any fluctuations in the value of the Award, and (B) there is no assurance as to when, if at all, a Change of Control will occur and therefore if or when the Award will vest;
(iv) recognizes that, at the sole discretion of the Company, the Plan can be administered by the Board of Directors of the Company or a Committee of the Board of Directors and any communication from or to the Board or such Committee shall be deemed to be from or to the Company;
(v) acknowledges that the Company assumes no responsibility as regards to the tax consequences that participation in the Plan will have for the Participant and the Participant is urged to consult his or her own tax advisor in such regard;
(vi) acknowledges and agrees that the Company and the Participant have determined and confirm that the Participant is a bona fide Eligible Employee, Eligible Consultant or Director (as such terms are defined in the Plan), as the case may be; and

(vii) acknowledges that he or she is solely liable for any taxes or penalties which may be payable to Canada Revenue Agency under the Income Tax Act (Canada) or any other taxing authority in respect of the grant of an Award and the delivery of common shares pursuant to an Award is contingent upon satisfaction of applicable withholding requirements and applicable taxes may be withheld from any such payment in settlement of an Award.

IN WITNESS WHEREOF the Company and the Participant have executed this Grant Letter as of , 202___.

CANDELARIA MINING CORP.

By:

______________________________________

Name of Participant

Signature of Participant Witness

______________________________________ ______________________________________

AI assistant

Candelaria Mining Corp. — AGM Information 2022

47041_rns_2022-12-22_630e4ff8-54d3-4cae-a6aa-6eae9a1ec169.pdf

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

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY

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

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder

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

Beneficial Shareholders

Notice to United States Shareholders

Revocation of Proxies

FINANCIAL STATEMENTS

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Note:

ELECTION OF DIRECTORS

Proposed Nominees

Director Biographies

Michael Struthers – Chief Executive Officer and Director

Ramon Perez – President and Director

Dr. Neil O'Brien –Non-Executive Director

Javier Montaño – Non-Executive Director

Matthew Roma – Non-Executive Director

Manuel Gomez – Non-Executive Director

Cease Trade Orders or Bankruptcies

Penalties and Sanctions

Advance Notice of Director Nominations by Shareholders

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

Reliance on Certain Exemptions

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation

Oversight and Description of Director and NEO Compensation

Stock Options and Other Compensation Securities

Stock Option Plan

Material Terms of the New Plan

RSU Plan

Outstanding Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Employment, Consulting and Management Agreements

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of the New 10% Rolling Stock Option Plan

RESOLVED as an ordinary resolution that:

Recommendation of the Board

Approval of the Amended and Restated Restricted Share Unit Plan

Recommendation of the Board

OTHER MATTERS

ADDITIONAL INFORMATION

BY ORDER OF THE BOARD OF DIRECTORS

SCHEDULE "A"

CANDELARIA MINING CORP. (the "Company")

SHARE OPTION PLAN

Dated for Reference January 20, 2023

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

Candelaria Mining Corp. AGM Information 2022