CASSIAR GOLD CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
MANAGEMENT INFORMATION CIRCULAR
with respect to
the Annual Meeting of Shareholders
to be held on March 26, 2026

February 12, 2026

CASSIAR GOLD CORP.

NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
THURSDAY, MARCH 26, 2026

TO THE SHAREHOLDERS OF CASSIAR GOLD CORP.

Notice is hereby given that the annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Cassiar Gold Corp. (the “Company”) will be held at the offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700, The Stack Building, Vancouver, BC V6E 4E5 on Thursday, March 26, 2026 at 11:00 a.m. (Vancouver time).

The Meeting is to be held for the following purposes, namely:

(a) to receive and consider the financial statements of the Company for the year ended September 30, 2025 and the auditor’s report thereon;

(b) to fix the number of directors to be elected at the Meeting for the ensuing year at six (6);

(d) to appoint De Visser Gray LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors’ remuneration as such;

(e) to ratify the Company’s rolling share option plan which allows for the issuance of that number of Common Shares as is equal to 10% of the Company’s issued and outstanding Common Shares at any given time;

(f) to consider and, if thought fit, to pass an ordinary resolution to approve a new share compensation plan pursuant to which the aggregate number of Common Shares that may be reserved for issuance on the exercise and settlement of equity-based incentive awards in the forms of stock options, restricted share units and deferred share units, at any time, shall not exceed 10% of the issued and outstanding Common Shares as at such time. If Shareholder approval is obtained, the new share compensation plan will replace the rolling share option plan indicated above and the Company’s current share unit plan, subject to the final approval of the TSX Venture Exchange. See details provided in the management information circular dated February 12, 2026 (the “Circular”); and

(g) to transact such further and other business as may be properly brought before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. Please read the Circular carefully.

The record date for the determination of Shareholders entitled to receive notice and to vote at the Meeting is February 9, 2026 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of such Shareholder’s Common Shares after such date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and requests, by 4:30 p.m. (Vancouver time) not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Notice-and-Access

The Company has elected to use the notice and access (“Notice and Access”) provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102

Continuous Disclosure Obligations to distribute Meeting materials to the Shareholders. Notice and Access allows issuers to post electronic versions of proxy related materials on the Canadian System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) and on one additional website, rather than mailing paper copies to their shareholders. Shareholders have the right to request hard copies of any proxy related materials posted online by the Company under Notice and Access.

Meeting materials, including the Circular, are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and also at www.cassiargold.com. The Company will provide to any Shareholder, free of charge, upon request to the Company’s transfer agent, Odyssey Trust Company (“Odyssey Trust”), at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America), a paper copy of the Circular and any financial statements or management’s discussion and analysis of the Company filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for you to receive and review a paper copy of the Circular or other document prior to the proxy deadline, you should make your request for a paper copy to Odyssey Trust by March 10, 2026.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular.

To be effective, the enclosed form of proxy must be mailed so as to reach or be deposited with Odyssey Trust, Proxy Department, Trader’s Bank Building, 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8 so that it is received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12 digit control number, which is a combination of numbers and letters located at the bottom of your proxy or vote by fax at 1-800-517-4553.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and/or officers of the Company. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend and to act for such Shareholder and on such Shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

DATED at Vancouver, British Columbia this 12th day of February, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF CASSIAR GOLD CORP.

(signed) “Marco Roque”

Marco Roque
President, Chief Executive Officer and a Director

CASSIAR GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR

for the Annual Meeting of Shareholders
to be Held on Thursday, March 26, 2026

This management information circular (“Circular”) is furnished in connection with the solicitation of proxies by the management of Cassiar Gold Corp. (“Cassiar” or the “Company”) for use at the annual meeting (the “Meeting”) of the holders of common shares (“Common Shares”) of the Company (the “Shareholders”), to be held at the offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700, The Stack Building, Vancouver, BC V6E 4E5 on Thursday, March 26, 2026 at 11:00 a.m. (Vancouver time) for the purposes set forth in the accompanying notice of annual meeting (the “Notice of Meeting”).

Unless otherwise stated, the information contained in this Circular is given as at February 12, 2026.

No person has been authorized by the Company to give any information or make any representations in connection with the transactions herein described other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company.

GENERAL PROXY INFORMATION

General Meeting Requirements

As at the date hereof, there are 147,441,800 Common Shares issued and outstanding. Each outstanding Common Share is entitled to one vote on any ballot at the Meeting. The board of directors (the “Board”) of the Company has fixed the record date for the Meeting at the close of business on February 9, 2026 (the “Record Date”). The Company will prepare, as of the Record Date, a list of Shareholders entitled to receive the Notice of Meeting and showing the number of Common Shares held by each such Shareholder. Each Shareholder named in the list is entitled to vote the Common Shares shown opposite such Shareholder’s name at the Meeting except to the extent that such holder transfers ownership of the Common Shares after the Record Date, in which case the transferee shall be entitled to vote such Common Shares upon establishing ownership and requesting, by 4:30 p.m. (Vancouver time) not later than 10 days before the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting.

A quorum for the transaction of business at the Meeting shall be present if two Shareholders holding in the aggregate not less than five (5%) percent of the Common Shares entitled to vote at the Meeting are present in person or represented by proxy.

Notice and Access

The Company has elected to use the “notice and access” provisions (“Notice and Access”) that came into effect on February 11, 2013 under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) of the Canadian Securities Administrators, for distribution of this Circular and other meeting materials, including the form of proxy and the Notice of Meeting (collectively, the “Meeting Materials”), to registered Shareholders, other than those Shareholders with existing instructions on their accounts to receive printed materials or those Shareholders that request printed Meeting Materials.

Notice and Access allows issuers to post electronic versions of certain meeting materials online, via the Canadian System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) and one other website, rather than mailing paper copies of such meeting materials to shareholders. The Company has adopted this alternative means of delivery in order to further its commitment to environmental sustainability and to reduce its printing and mailing costs.

The Company has posted the Meeting Materials, and its audited financial statements and management’s discussion and analysis for the year ended September 30, 2025, under its profile at www.sedarplus.ca and also at www.cassiargold.com.

Although the Meeting Materials will be posted electronically online, registered Shareholders will receive a “notice package” (the “Notice and Access Notification”) by prepaid mail or electronically, which includes the information prescribed by NI 54-101, and a form of proxy, in the case of registered Shareholders, enabling them to vote at the Meeting. Shareholders should follow the instructions for completion and delivery contained in the form of proxy and are reminded to review the Circular before voting.

Shareholders will not receive paper copies of the Meeting Materials unless they contact the Company’s transfer agent, Odyssey Trust (“Odyssey Trust”) at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America). Provided the request is made prior to the Meeting, Odyssey Trust will mail the requested materials within three business days. Requests for paper copies of the Meeting Materials should be made by March 10, 2026 in order to receive the Meeting Materials in time to vote before the Meeting.

Shareholders with questions about Notice and Access may contact Odyssey Trust at the numbers noted above or the Company’s investor relations department by email at [email protected].

Appointment of Proxies

Those Shareholders who desire to be represented at the Meeting by proxy must deposit their proxy with Odyssey Trust, Proxy Department, Trader’s Bank Building, 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8, so that it is received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12 digit control number, which is a combination of numbers and letters located at the bottom of your proxy or vote by fax at 1-800-517-4553. A proxy must be executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a Company, under its seal by an officer or attorney thereof duly authorized.

The persons named in the form of proxy are directors and officers of the Company. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act on such Shareholder’s behalf at the Meeting other than the persons named in the proxy. To exercise this right, the Shareholder must strike out the name of the persons named in the proxy and insert the name of his or her nominee in the space provided or complete another appropriate form of proxy and, in either case, deposit the proxy with the Odyssey Trust at the place and within the time specified above for deposit of proxies.

Persons Making the Solicitation

The solicitation is made on behalf of the management of the Company. The costs of solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or by other means of communication and by directors and officers of the Company, who will not be specifically remunerated therefore. While no arrangements have been made to date by the Company, the Company may contract for the distribution and solicitation of proxies for the Meeting. The costs incurred by the Company in soliciting proxies will be paid by the Company.

Voting by Internet

Shareholders may use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the web site and will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) before the day of the Meeting or any adjournment of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder’s behalf at the Meeting and to convey a Shareholder’s voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

Exercise of Discretion by Proxy

The Common Shares represented by the form of proxy will be voted in accordance with the instructions of the Shareholder. In the event that no specification is made, the Common Shares will be voted in favour of the matters set forth in the proxy. If any amendments or variations are proposed at the Meeting or any adjournment thereof to matters set forth in the proxy and described in the Notice of Meeting and this Circular, or if any other matters properly come before the Meeting or any adjournment thereof, the proxy confers upon the Shareholder’s nominee discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. At the date of this Circular, management of the Company knows of no such amendments or variations or other matters to come before the Meeting.

Revocation of Proxies

A Shareholder who has given a proxy has the power to revoke it. If a person who has given a proxy attends personally at the Meeting at which the proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Shareholder or its attorney authorized in writing, or, if the Shareholder is a Company, under its corporate seal and signed by a duly authorized officer or attorney for the Company, and deposited at the registered office of the Company at any time up to and including the last day (other than Saturdays, Sundays and holidays) preceding the day of the Meeting at which the proxy is to be used, or any adjournment or adjournments thereof, or with the chairman of the Meeting on the day of the Meeting, or on the day of any adjournment thereof, prior to the commencement of the Meeting.

Advice to Beneficial Holders of Securities

The information set forth in this section is of significant importance to many public Shareholders, as a substantial number of the public Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. 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 name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting Common Shares for their clients.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“OBOs” for objecting beneficial owners) and those who do not object to the issuers of the securities they own knowing who they are. The Company does not intend to pay for intermediaries to deliver the Notice and Access Notification or Meeting Materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy or voting instruction form supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholders how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”). Broadridge typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge. 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. A Beneficial Shareholder receiving a voting instruction form with a

Broadridge sticker on it cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the shares voted.

MATTERS TO BE ACTED UPON AT THE MEETING

Presentation of Financial Statements

At the Meeting, Shareholders will receive and consider the financial statements of the Company for the fiscal year ended September 30, 2025 and the auditors’ report on such statements. No vote by Shareholders with respect thereto is required or proposed to be taken.

Fixing the Number of Directors

At the Meeting, Shareholders will be asked to fix the number of directors at six (6). The directors may, between Shareholders’ meetings, appoint one or more additional directors in accordance with the articles of the Company. Accordingly, unless otherwise directed, it is the intention of management to vote the Common Shares represented by proxies in favour of fixing the number of directors to be elected at the Meeting at six (6).

Election of Directors

At the Meeting, Shareholders will be asked to elect each of the proposed directors set forth below to hold office until the next annual meeting or until their successors are elected or appointed. There are presently six (6) directors of the Company whose term on the Board expires at the Meeting. Unless otherwise directed, it is the intention of management to vote the Common Shares represented by proxies in favour of the election as directors of each of the nominees hereinafter set forth to hold office until the next annual meeting, or until their successors are elected or appointed:

Marco Roque
Stephen Letwin
Christopher Stewart
Stephen Robertson
Michael Wood
James Maxwell

These director nominees were elected to the present term of office by the Shareholders. The Company does not set expiry dates for the terms of office of the directors. Each current director holds office as long as he is elected annually by Shareholders at the annual meetings, unless his office is earlier vacated.

The names and places of residence of these nominees, the periods during which each nominee has served as a director, the positions they hold in the committees of the Board, the number of Common Shares or voting securities of any of the Company’s subsidiaries beneficially owned, controlled or directed, directly or indirectly by these nominees, and the principal occupation of each nominee during the last five years are as follows:

Name and Place of Residence	Number of Common Shares Beneficially Owned or Controlled, Directly or Indirectly	Director Since	Principal Occupation
Marco Roque Hong Kong, Hong Kong	5,406,784	September 23, 2020	Mr. Roque has been the Chief Executive Officer of the Company since June 2020 and President of the Company since January 2021.
Stephen Letwin^{(1)(2)} Alberta, Canada	6,727,669	March 2, 2020	Mr. Letwin has been the President and Chief Executive Officer of Mancal Corporation since February 2020. He is a director of various public companies.
Christopher Stewart^{(1)(2)} Kingston, Ontario, Canada	247,000^{(3)}	July 11, 2018	Mr. Stewart was the President and CEO of Minto Metals Corp. from January 2021 to July 2023.

Name and Place of Residence	Number of Common Shares Beneficially Owned or Controlled, Directly or Indirectly	Director Since	Principal Occupation
Stephen Robertson^{(1)(2)}
British Columbia, Canada	264,238^{(4)}	March 22, 2021	Mr. Robertson has been the President and CEO of Infinitum Copper since May 2021. Mr. Robertson was President and CEO of Sun Metals Corp. from November 2017 to March 2021.
Michael Wood
Hong Kong, Hong Kong	478,514	September 23, 2020	Mr. Wood has been Chief Financial Officer of the Company since November 2024 and the Co-Founder, Director and Chief Financial Officer of Reyna Silver Corp. since June 2018. Mr. Wood is also a director at Infinitum Copper since January 2021.
James Maxwell
British Columbia, Canada	262,334	July 12, 2022	Mr. Maxwell is currently the VP Exploration for First Mining Gold Corp.

Notes:

(1) Members of the Audit Committee.
(2) Members of the Compensation, Corporate Governance and Nominating Committee.
(3) Of these 247,000 Common Shares, 73,000 Common Shares are held by Mr. Christopher Stewart directly and 174,000 Common Shares are held by CWS Mining Services Inc., a company controlled by him.
(4) Of these 264,238 Common Shares, 139,572 Common Shares are held by Mr. Stephen Robertson directly and 124,666 Common Shares are held by Western Blue Sky Management Corp., a company controlled by him.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed in this Circular, 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.

Except as disclosed below, no proposed nominee for election as a director of the Company:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company and any personal holding companies of the proposed director) that,

(i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for more than 30 consecutive days (together, an "order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Company and any personal holding companies of the proposed director) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

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

No proposed nominee for election as a director of the Company has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

On May 6, 2019, the Ontario Securities Commission issued a cease trade order (the "CTO") of all the securities of ONEnergy Inc. ("ONEnergy"). The CTO was issued due to ONEnergy's failure to meet its deadline to file its audited financial statements, associated management's discussion and analysis, and the associated officer certifications (collectively, the "Annual Filings") for the year ended December 31, 2018. The Company filed its Annual Filings for the year ended December 31, 2018 on December 1, 2020. The CTO remained in place due to the Company's failure to meet the deadline to file its interim financial statements, associated management's discussion and analysis, and the associated officer certificates for the three-month periods (collectively, the "Interim Filings") ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020; and its Annual Filings for the year ended December 31, 2019. Stephen Letwin, a current director of ONEnergy, is standing for re-election as a director of the Company at the Meeting. He was a director of ONEnergy at the time the CTO was issued. On August 18, 2021, ONEnergy Inc. was granted full revocation of the CTO.

On June 5, 2023, the British Columbia Securities Commission issued a cease trade order of all securities of Minto Metals Corp. ("Minto"). The CTO was issued due to Minto's failure to meet its deadline to file its interim financial statements, associated management's discussion and analysis, and the associated officer certifications (collectively, the "Interim Filings") for the three month period ended March 31, 2023. The CTO remains in place, and Minto has been on receivership since 2023. Christopher Stewart was the President and CEO of Minto at the time the CTO was issued. He is standing for re-election as a director of the Company at the Meeting.

Appointment of Auditors

De Visser Gray LLP was first appointed auditor of the Company on April 25, 2024, following the resignation of the Company's former auditors, MNP LLP. De Visser Gray LLP was re-appointed at the March 26, 2025 annual meeting of Shareholders.

Unless otherwise directed, it is management's intention to vote the proxies in favour of an ordinary resolution to appoint the firm of De Visser Gray LLP, Chartered Professional Accountants, to serve as auditors of the Company until the next annual meeting of Shareholders and to authorize the directors to fix the auditors' remuneration as such.

Ratification of Share Option Plan

The Company's current share option plan (the "Share Option Plan") was first approved by the Shareholders at the annual meeting of Shareholders held on March 28, 2012 and was last approved by Shareholders on March 27, 2025. Pursuant to the policies of the TSX Venture Exchange ("TSXV"), "rolling plans", such as the Share Option Plan, must receive shareholder approval at each annual meeting.

The Share Option Plan provides, inter alia, that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company, non-transferable options ("Options") to purchase Common Shares exercisable for a period of up to five years, provided that the number of Common Shares reserved for issuance under the Share Option Plan shall not exceed $10\%$ of the issued and outstanding Common Shares. In addition, the

number of Common Shares reserved for issuance to any one person in a twelve-month period shall not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to any one consultant in a twelve-month period will not exceed 2% of the issued and outstanding Common Shares. The Board determines the price per Common Shares and the number of Common Shares that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the Option, subject to the rules of the TSXV. See “Statement of Executive Compensation – Share Option Plan” for further details regarding the Share Option Plan.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve an ordinary resolution in the following form:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The Share Option Plan, substantially in the form attached to the Company’s management information circular dated February 22, 2024, provides for the rolling grant of Options to acquire up to 10% of the number of issued and outstanding Common Shares, be and the same is hereby confirmed, ratified and approved;
Any one director or officer of the Company be and is hereby authorized and directed to do all things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution.”

In order to be passed, the foregoing resolution must be approved by the affirmative vote of a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting. The Board unanimously recommends that Shareholders ratify, confirm and approve the Share Option Plan by voting in favour of the resolution to be submitted to the Meeting. In the absence of contrary instructions, the management designees, if named as proxy holders, intend to vote the Common Shares represented thereby FOR this matter.

In addition to the Share Option Plan, the Company has a share unit plan in place which was adopted the Board on November 15, 2021 and approved by the Shareholders at the annual meeting of March 16, 2022 (the “Share Unit Plan”). The Share Unit Plan was adopted by the Company as an additional share-based compensation plan permitting the award of restricted share units (“RSUs”) and deferred share units (“DSUs”) to eligible participants in accordance with the TSXV policies. The total number of Common Shares reserved for issue pursuant to the Share Unit Plan may not exceed 6,017,976 Common Shares, which represents 10% of the number of issued and outstanding Common Shares as at the date of approval of the Share Unit Plan. Notwithstanding the foregoing, at no time may the aggregate number of Common Shares that may be reserved for issuance under the Share Option Plan and Share Unit Plan together exceed 10% of the total number of issued and outstanding Common Shares.

The Board wishes to seek Shareholder approval of a new Share Compensation Plan (as such term is defined below) replacing the Share Option Plan and the Share Unit Plan. The Share Compensation Plan provides flexibility to the Company to grant equity-based incentive awards, as more particularly described under the heading of “Approval of New Share Compensation Plan” below. Therefore, at the Meeting, Shareholders will also be asked to consider and, if thought advisable, to pass an ordinary resolution to approve the Share Compensation Plan. If Shareholder approval of the Share Compensation Plan is obtained, the Share Option Plan and Share Unit Plan will be terminated, and the Share Compensation Plan will be in effect and will replace and supersede the Share Option Plan and Share Unit Plan, subject to the final approval of the TSXV. If the Shareholders do not approve the Share Compensation Plan, the Share Option Plan and Share Unit Plan will remain in place.

Approval of New Share Compensation Plan

I. Background and Description

As indicated above, the Company currently has two equity incentive plans in place: (i) the Share Option Plan pursuant to which the Options granted shall not exceed 10% of the Company’s issued and outstanding Common Shares at any given time; and (ii) the Share Unit Plan pursuant to which, the RSUs and DSUs granted shall not exceed 6,017,976 Common Shares. Summaries of the Share Option Plan and Share Unit Plan are set out under the heading of “Statement

of Executive Compensation – Incentive Plans” below and copies of these plans can be found in the Company’s management information circular dated February 22, 2024.

The Company is proposing to replace the Share Option Plan and Share Unit Plan by adopting a new share compensation plan (the “Share Compensation Plan”) which provides flexibility to the Company to grant equity-based incentive awards in the form of Options, RSUs and DSUs (collectively, the “Awards”) as described below and in order to implement certain changes required under the TSXV policies.

The Share Compensation Plan will convert and consolidate the Share Option Plan and Unit Share Plan from “rolling up to 10% and fixed up to 10%” plans to one single “rolling up to 10%” plan (as these terms are defined in the TSXV policies), pursuant to which (i) the aggregate number of Common Shares that may be reserved for issuance on the exercise and settlement of the Awards under the Share Compensation Plan, at any time, shall not exceed 10% of the Company’s issued and outstanding Common Shares as at such time. As at the Record Date, this figure is 14,744,180 Common Shares.

The Share Compensation Plan was approved by the Board on February 11, 2026. A copy of the Share Compensation Plan is attached to the Circular as Schedule A, and the key terms of the Share Compensation Plan are set out below.

If the Share Compensation Plan is adopted, based on 147,441,800 issued and outstanding Common Shares as at February 12, 2026, the Company would be authorized to issue up to 14,744,180 Common Shares upon the exercise of Options and settlement of Awards other than Options. As of the date hereof, a total of 10,005,668 Options issued under the Share Option Plan are outstanding, and 1,150,000 DSUs and 2,534,900 RSUs issued under the Share Unit Plan are outstanding.

The key terms of the Share Compensation Plan are summarized below in accordance with the requirements as set out in the TSXV Policy 4.4. The full text of the Share Compensation Plan is attached as Schedule A to the Circular. The description of the material terms of the Share Compensation Plan below is intended only to provide a summary of the material terms of the Share Compensation Plan. In the event of an inconsistency between the description of the material terms of the Share Compensation Plan below and the text of the Share Compensation Plan, the text of the Share Compensation Plan will prevail.

Capitalized terms used in this section of Approval of New Share Compensation Plan but not defined herein have the meanings given to them in the Share Compensation Plan and in the TSXV policies.

(1) Purpose of the Share Compensation Plan

The purpose of the Share Compensation Plan is to advance the interests of the Company and any subsidiaries of the Company, and the Shareholders by: (i) ensuring that the interests of Eligible Persons (as such term is defined below) are aligned with the success of the Company and any subsidiaries of the Company; (ii) encouraging stock ownership by Eligible Persons; and (iii) providing compensation opportunities to attract, retain and motivate Eligible Persons.

The Plan shall be administered by Board or such other persons as may be designated by the Board from time to time (the “Administrator”).

(2) Persons eligible to be issued the Awards

Under the Share Compensation Plan, bona fide directors, officers and employees of the Company or a subsidiary of the Company, individuals employed by persons providing management services to the Company, consultants for the Company (collectively, the “Eligible Persons”) may be issued Awards under the Share Compensation Plan.

(3) Maximum percentage of Common Shares issuable under the Share Compensation Plan

The Share Compensation Plan is a “rolling up to 10%” omnibus plan whereby the total number of Common Shares that are issuable pursuant to all Awards granted or awarded thereunder, in aggregate, is equal to up to a maximum of 10% of the issued and outstanding Common Shares as of the date of grant or award (together with any Common

Shares issuable pursuant to any other Share Compensation Arrangement). For greater certainty, any RSUs and DSUs that must be settled in cash in accordance with the RSU agreement and the DSU agreement approved by the Administrators at the time of grant shall not count towards the maximum of 10% of issued and outstanding Common Shares reserved under the Share Compensation Plan as required by the policies of the TSXV.

(4) Limits on the amount of Awards that may be issued to any one person

Limits for Individuals: Unless the Company obtains disinterested shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Awards granted or issued to any one Eligible Person selected by the Administrators to participate in the Share Compensation Plan (the “Participant”) (together with those Common Shares issuable pursuant to any other share compensation arrangement) in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares, calculated as at the date that such Award is granted or issued to the Participant.

Limits for Consultants: The maximum number of Common Shares issuable pursuant to all Awards granted or issued in any 12 month period to any one consultant (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) shall not exceed 2% of the issued and outstanding Common Shares, calculated as at the date that such Award is granted or issued to the consultant.

Limits for Investor Relations Service Providers: The maximum aggregate number of Common Shares issuable pursuant to all Options granted to all Investor Relations Service Providers in any 12 month period in aggregate shall not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any Option is granted to such Investor Relations Services Provider; provided, that Options granted to any and all Investor Relations Service Providers must vest in stages over a period of not less than 12 months such that no more than 1/4 of the Options vest no sooner than three, six, nine and 12 months after the Options were granted.

Limits for Insiders: Unless the Company obtains disinterested shareholder approval, (i) the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued to Insider Participants as a group (together with those Common Shares issuable pursuant to any other share compensation arrangement) shall not exceed 10% of the issued and outstanding Common Shares at any point in time; and (ii) the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insider Participants as a group (together with those Common Shares issuable pursuant to any other share compensation arrangement) shall not exceed 10% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to any Insider Participant.

(5) Method for determining the exercise price of Options

The Administrators shall determine the exercise price of Options (the “Exercise Price”), provided, however that the Exercise Price for a Common Share pursuant to any Option shall not be less than the Discounted Market Price on the date of grant of the Options, and with respect to Options granted to U.S. Participants, the Exercise Price shall not be less than the closing price of the Common Shares, on any stock exchange or quotation system in Canada where the Common Shares are listed on or through which the Common Shares are listed or quoted (the “Exchange”), on the last trading day prior to the grant date of the Options.

(6) Method or formula for calculating prices, values or amounts

The Administrators may, at any time and from time to time, issue Awards to the Eligible Persons. In issuing Awards, the Administrators shall determine (i) each person receiving the Awards qualifies as an Eligible Person; (ii) the number of Awards to be issued, issue date, and Exercise Price and expiration date in case of Option grant; and (iii) applicable vesting criteria, all in accordance with the Share Compensation Plan and the TSXV policies.

(7) Maximum term of Awards

The term of each Option shall be determined by the Administrators; provided that no Option shall be exercisable after

ten years from the Grant Date.

(8) Vesting and acceleration provisions

Each RSU shall be subject to vesting in accordance with the terms set out in the RSU Agreement. All vesting and issuances or payments, as applicable, in respect of an RSU shall be completed no later than December 15 of the third calendar year commencing after the date of award of such RSU. Subject to the above, at the time of the award of RSU, the Administrators shall, subject to Exchange rules, determine in their sole discretion the vesting criteria applicable to such RSUs provided that, subject to certain events of termination and change of control transactions as set out in the Share Compensation Plan, no RSU may vest before the date that is one year following the date of issue.

Subject to the limits for Investor Resolutions Service Providers set out above, at the time of the grant of any Options, the Administrators shall determine, in accordance with applicable vesting requirements of the Exchange, the vesting criteria applicable to such Options. The Administrators may determine when any Option will become exercisable and may determine that Options shall be exercisable in instalments or pursuant to a vesting schedule. The Option agreement will disclose any vesting conditions prescribed by the Administrators.

Subject to certain events of termination and change of control transactions as set out in the Share Compensation Plan, the Administrators shall determine the vesting criteria applicable to DSUs, and DSUs shall not vest on a date that is earlier than 12 months following the date of issue.

Awards of a Participant will only be accelerated as contemplated in the event of a Change of Control transaction as set out in the Share Compensation Plan if such Participant ceases to be an Eligible Person in connection with the Change of Control. There can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the TSXV.

Any waiver or acceleration of vesting under the Share Compensation Plan or any RSU agreement for a U.S. Participant may occur only to the extent that such acceleration or waiver will not result in the imposition of taxes under Section 409A of the U.S. Internal Revenue Code of 1986, as amended.

(9) Dividend entitlement

Subject to the paragraph below, whenever cash or other dividends are paid on Common Shares, additional RSUs or DSUs, as applicable, will be automatically granted to each Participant who holds RSUs or DSUs, as applicable, on the record date for such dividends. The number of such RSUs or DSUs to be credited to such Participant as of the date on which the dividend is paid on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate value of the cash or other dividends that would have been paid to such Participant if the Participant's RSUs or DSUs, as applicable, as of the record date for the dividend had been Common Shares, is divided by (ii) the Market Price of the Common Shares as of the date on which the dividend is paid on the Common Shares. RSUs and DSUs granted to a Participant in this situation shall be subject to the same vesting conditions (time and performance, as applicable) as the RSUs and the DSUs, as applicable, to which they relate.

For clarity, in the event that the number of RSUs or DSUs, as applicable, to be granted in accordance with the preceding paragraph would result in the number of Common Shares issuable pursuant to all Security Based Compensation granted or awarded thereunder to exceed the limits set out in section (4) above or in the Share Compensation Plan, such RSUs or DSUs, as applicable, shall not be granted and the Administrators may determine, in their sole discretion, to make a cash payment to the Participant in lieu thereof equal to the aggregate value determined pursuant to the preceding paragraph.

No dividends or dividend rights shall be paid on Options and no Options shall be granted as a result of payment of dividends on Common Shares.

(10) Expiry and termination provisions applicable to the Awards

Any Security Based Compensation granted or issued to any Participant who is a director, officer, employee, consultant or management company employee must expire within 12 months following the date the Participant ceases to be an Eligible Person under the Share Compensation Plan.

RSUs and DSUs

If an Event of Termination has occurred in respect of any Participant, any and all Common Shares corresponding to any vested RSUs in the Participant’s RSU account and DSUs in the Participant’s DSU account shall be issued as soon as practicable after the Event of Termination to the former Participant. With respect to each RSUs of a U.S. Participant, such RSU will be settled and shares issued as soon as practicable following the date of vesting of such RSU as set forth in the applicable RSU agreement, but in all cases within 60 days following such date of vesting.

If an Event of Termination has occurred in respect of any Participant, any unvested RSUs in the Participant’s RSU account and DSUs in the Participant’s DSU account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an agreement with an Eligible Person, and subject to the requirements set out in section 4.6 of TSXV Policy 4.4, vest and be settled before the earlier of (i) the vesting schedule set out in the applicable RSU agreement and DSU agreement; and (ii) 12 months after the date of the Event of Termination (provided that for an Event of Termination that is for “just cause”, any unvested RSUs shall be forfeited). Subject to subsection 2.3(e), with respect to any RSU of a U.S. Participant, if the Administrators determine, in their discretion, to waive vesting conditions applicable to an RSU that is unvested at the time of an Event of Termination, such RSU shall not be forfeited or cancelled, but instead will be deemed to be vested and settled and shares delivered following the date of vesting of such RSU as set forth in the applicable RSU agreement.

Subject to the requirements set out in section 4.6 of TSXV Policy 4.4 and the above requirement that Awards must expire within 12 months following the date of the Participant’s cessation as an Eligible Person, notwithstanding the preceding paragraph regarding Event of Termination, if a Participant retires in accordance with the Company’s retirement policy, at such time, any unvested performance-based RSUs in the Participant’s RSU account and unvested performance-based DSUs in the Participant’s DSU account shall not be forfeited by the Participant or cancelled and instead shall be eligible to become vested in accordance with the vesting conditions set forth in the applicable RSU agreement and DSU agreement after such retirement (as if retirement had not occurred), but only if the performance vesting criteria, if any, are met on the applicable date.

Options

If an Event of Termination has occurred in respect of a Participant, any unvested Options, to the extent not available for exercise as of the date of the Event of Termination, shall, unless otherwise determined by the Administrators in their discretion, vest before the earlier of (i) the vesting schedule set out in the applicable Option agreement; and (ii) 12 months after the date of the Event of Termination (provided that for an Event of Termination that is for “just cause”, any unvested Options shall be forfeited). There can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the TSXV.

Except as otherwise stated in the Share Compensation Plan or otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an employment agreement or consulting agreement with an Eligible Person (provided such determination does not exceed a maximum of one year), upon the occurrence of an Event of Termination in respect of a Participant, any vested Options granted to the Participant that are available for exercise may be exercised only before the earlier of: (i) the expiry of the Option; and (ii) twelve months after the date of the Event of Termination.

General

Notwithstanding the foregoing paragraphs, for greater certainty, if a Participant’s employment is terminated for just cause or if a Participant resigns without good reason, each unvested RSU in the Participant’s RSU account, Option,

whether or not then exercisable, and unvested DSU in the Participant’s DSU account shall forthwith and automatically be forfeited by the Participant and cancelled.

If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Awards, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant’s death.

For the purposes of the Share Compensation Plan and all matters relating to the Awards, the date of the Event of Termination shall be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

(11) Cashless Exercise or Net Exercise provision

Cashless Exercise

Subject to prior approval by the Administrators, and provided that the Common Shares are listed and posted for trading on an Exchange or market that permits cashless exercise, a Participant may elect cashless exercise in its Option exercise notice. In such case, the Participant will not be required to deliver to the Administrators a cheque or other form of payment for the aggregate Exercise Price referred to above. Instead the following provisions will apply:

(a) Whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Common Shares underlying the Options. The brokerage firm then sells a sufficient number of Common Shares to cover the Exercise Price in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Common Shares from the exercise of the Options and the Participant then receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares.

(b) Before the relevant trade date, the Participant will deliver the Option exercise notice including details of the trades to the Company electing the cashless exercise and the Corporation will direct its registrar and transfer agent to issue a certificate for such Participant’s Common Shares in the name of the broker (or as the broker may otherwise direct) for the number of Common Shares issued on the exercise of the Options, against payment by the broker to the Company of (i) the Exercise Price for such Common Shares; and (ii) the amount the Company determines, in its discretion, is required to satisfy the Company withholding tax and source deduction remittance obligations in respect of the exercise of the Options and issuance of Common Shares.

(c) The broker will deliver to the Participant the remaining value of the Options, net of any brokerage commission or other expenses (the “In-the-Money Amount”), in either (i) cash in an amount equal to the In-the-Money Amount; or (b) such number of Common Shares (rounded down to the nearest whole number) having a fair Market Price equal to the In-the-Money Amount, plus a cash amount equal to the fraction of a Common Share that would otherwise be issuable multiplied by the fair Market Price of a Common Share.

Net Exercise

Subject to prior approval by the Administrators, a Participant, excluding Investor Relations Service Providers, may elect to surrender for cancellation to the Company any vested Options being exercised and the Company will issue to the Participant, as consideration for the surrender of such Options, that number of Common Shares (rounded down to the nearest whole Common Share) on a net issuance basis in accordance with the following formula below:

$$
X = \frac{Y (A - B)}{A}
$$

where:

X = The number of Common Shares to be issued to the Participant in consideration for the net exercise of the Options;

Y = The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation;

A = The VWAP of the Common Shares; and

B = The Exercise Price for such Options.

The Company may elect to forego any deduction in accordance with subsection 110(1.1) of the Income Tax Act (Canada) with respect to Options settled on a net exercise basis.

In the event of a cashless exercise or net exercise, 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 above and in the Share Compensation Plan.

(12) Other material information as may be reasonably required Shareholder approval

All Security Based Compensation granted or issued under the Share Compensation Plan is non-assignable and non-transferable.

Unless the Company obtains disinterested Shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued to Insider Participants as a group (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) shall not exceed 10% of the issued and outstanding Common Shares at any point in time.

Unless the Company obtains disinterested Shareholder approval, the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insider Participants as a group (together with those Common Shares issuable pursuant to any other share compensation arrangement) shall not exceed 10% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to any Insider Participant.

The Board may amend the Share Compensation Plan or any Award at any time without the consent of Participants provided that (i) such amendment shall not adversely alter or impair any previously issued Awards; (ii) be subject to any regulatory approvals; and (iii) be subject to Shareholder approval if required by the requirements of the Exchange; and (iv) be subject to disinterested Shareholder approval in the event of any reduction in the Exercise Price, or the extension of the term, of any Option granted to an Insider Participant.

For greater certainty and subject to approval by the TSXV (if applicable), Shareholder approval shall be required in circumstances where an amendment to the Plan would: (i) change from a fixed maximum percentage of issued and outstanding Common Shares to a fixed maximum number of Common Shares; (ii) increase the limits set out in the Share Compensation Plan; (iii) reduce the Exercise Price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower Exercise Price to the same person); and (iv) extend the term of any Option beyond the original term (except if such period is being extended due to the Option expiry date falls within a Blackout Period).

II. Shareholder Approval

Under TSXV Policy 4.4, the Company is required to obtain Shareholder approval for the Share Compensation Plan. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Share Compensation Plan by ordinary resolution (the "Plan Resolution"). In order to be effective, an ordinary resolution requires the affirmative vote of not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The Board has unanimously approved the Share Compensation Plan and recommends that Shareholders vote FOR the Plan Resolution set out below. In the absence of contrary instructions, the management designees, if named as proxy holders, intend to vote the Common Shares represented thereby FOR the Plan Resolution.

"RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The Share Compensation Plan, as described in the Circular and the grant of Awards thereunder in accordance therewith, be confirmed and approved.
The number of Common Shares reserved for issuance under the Share Compensation Plan shall be no more than 10% of the issued and outstanding Common Shares at the time of any grant of Awards, which Common Shares may be conditionally allotted in connection with the awarding and granting of RSUs, DSUs and Options pursuant to the terms and conditions as set out in the Share Compensation Plan.
The Common Shares which can be reserved under the Share Compensation Plan may be allotted and issued at a price or prices fixed by the Board in accordance with the rules of the TSXV, and when such Common Shares are so allotted and issued, they will be fully paid and non-assessable Common Shares in the capital of the Company at a price or prices so fixed.
Any director or officer of the Company, or the legal counsel of the Company, at the request of and on behalf of the Company, be authorized to make the required filing in connection of the Share Compensation Plan to the TSXV.
The Board be authorized to make any changes to the Share Compensation Plan, as may be required or permitted by the TSXV.
Any director or officer of the Company be authorized, for and on behalf of the Company, to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions."

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Company consists of an unlimited number of Common Shares, all without nominal or par value. As at the date hereof, there are 147,441,800 Common Shares outstanding, each such Common Share carrying the right to one vote at the Meeting.

To the best of the Company’s knowledge and based on existing information, as at the date hereof, no one beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to the Common Shares.

STATEMENT OF EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation below in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“51-102F6V”).

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each “Named Executive Officer” or “NEO” (as these terms are defined in 51-102F6V) and collectively, the “Named Executive Officers” or “NEOs” in any capacity, and each director, in any capacity, for each of the two most recently completed financial years:

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees^{(1)} ($)	Value of perquisites^{(2)} ($)	Value of all other compensation ($)	Total compensation ($)
Marco Roque^{(3)}	2025	300,000	-	-	-	-	300,000
President and Chief Executive Officer	2024	288,750	-	-	-	-	288,750
Michael Wood^{(4)}	2025	66,000	-	-	-	-	66,000
Chief Financial Officer	2024	-	-	-	-	-	-
Kevin Chen^{(4)}	2025	7,000^{(5)}	-	-	-	-	7,000
Former Chief Financial Officer	2024	84,000^{(5)}	-	-	-	-	84,000
Stephen Letwin	2025	-	-	-	-	-	-
Director	2024	-	-	-	-	-	-
James Maxwell	2025	-	-	-	-	-	-
Director	2024	-	-	-	-	-	-
Christopher Stewart	2025	-	-	-	-	-	-
Director	2024	-	-	-	-	-	-
Stephen Robertson	2025	25,557^{(6)}	-	-	-	-	25,557
Director	2024	-	-	-	-	-	-

Notes:
(1) There is no standard meeting fee or committee fee for attendance at Board meetings or for service on committees.
(2) The value of perquisites and benefits, if any, was less than $15,000 and less than 10% of the individual’s salary for the financial year.
(3) Mr. Marco Roque was appointed the Chief Executive Officer of the Company on June 26, 2020 and was appointed President of the Company on January 1, 2021.
(4) Mr. Kevin Chen was appointed Chief Financial Officer of the Company on October 4, 2022. Effective November 1, 2024, Mr. Kevin Chen resigned, and Mr. Michael Wood was appointed the new Chief Financial Officer of the Company.
(5) Mr. Kevin Chen’s salary as the Chief Financial Officer was paid through a company controlled by Mr. Chen.
(6) Mr. Stephen Robertson’s consulting fees were paid through a company controlled by Mr. Robertson. As at September 30, 2025, a total of $8,134 due to Mr. Robertson was recorded as trade payables and accrued liabilities.

External management companies

Except as otherwise disclosed in the Circular, none of the directors and NEOs were retained by any external management company during the financial years indicated in the table above.

Stock Options and Other Compensation Securities

The following table, sets out all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class^{(1)(2)}	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Marco Roque President and Chief Executive Officer	Options	300,000 (3.95%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	RSUs	732,400 (28.89%)	April 16, 2025	N/A	0.24	0.25	April 16, 2027
Michael Wood Chief Financial Officer	Options	150,000 (1.98%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	DSUs	150,000 (13.04%)	April 16, 2025	N/A	0.24	0.25	April 16, 2027
Kevin Chen^{(3)} Former Chief Financial Officer	-	-	-	-	-	-	-
Stephen Letwin Director	Options	125,000 (1.65%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	DSUs	150,000 (13.04%)	April 16, 2025	N/A	0.24	0.25	April 16, 2027
James Maxwell Director	Options	100,000 (1.32%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	DSUs	100,000 (8.70%)	April 16, 2025	N/A	0.24	0.25	April 16, 2027
Christopher Stewart Director	Options	100,000^{(4)} (1.32%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	DSUs	100,000^{(4)} (8.70%)	April 16, 2025	N/A	0.24	0.25	April 16, 2027
Stephen Robertson Director	Options	100,000 (1.32%)	April 16, 2025	0.23	0.24	0.25	April 16, 2030
	DSUs	100,000^{(8.70%)}	April 16, 2025	N/A	0.24	0.25	April 16, 2027

Notes:
(1) These percentages are calculated based on a total of 7,585,668 Options, 1,150,000 DSUs and 2,534,900 RSUs issued and outstanding on the last day of the most recently completed financial year end.
(2) The total amount of compensation securities, and underlying securities, held by each NEO or director on the last day of the most recently completed financial year end is provided below as per the requirements of 51-102FV6:

Name	Total Amount of Compensation Securities	Underlying Securities
Marco Roque	1,542,500 Options
1,477,400 RSUs	1,542,500 Common Shares
1,477,400 Common Shares
Michael Wood	570,000 Options
250,000 DSUs	570,000 Common Shares
250,000 Common Shares
Kevin Chen	Nil	Nil
Stephen Letwin	825,000 Options
300,000 DSUs	825,000 Common Shares
300,000 Common Shares
James Maxwell	500,000 Options
200,000 DSUs	500,000 Common Shares
200,000 Common Shares
Christopher Stewart	520,000 Options	520,000 Common Shares

2/3 of these Options, RSUs and DSUs shall vest on April 16, 2026 and 1/3 of these Options shall vest on April 16, 2027.

(3) Mr. Kevin Chen was the former Chief Financial Officer of the Company, and he ceased being an NEO in November 2024. All unexercised option-based and unvested share-based awards held by him were cancelled in December 2024.
(4) These compensation securities were issued to a company controlled by Mr. Christopher Stewart.

Except as disclosed above and elsewhere in the Circular, no compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the in the most recently completed financial year.

Exercise of Compensation Securities by Directors and NEOs

No Options were exercised by a director or NEO of compensation securities during the most recently completed financial year. Certain DSUs and RSUs held by directors and NEOs vested during the most recently completed financial year, and Common Shares were issued accordingly. Details of the vesting are set out below: $3^{\mathrm{rd}}$

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised(1)	Exercise price per security ($)	Date of exercise(2)	Closing price per security on date of exercise(3) ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date(4) ($)
Marco Roque President and Chief Executive Officer	RSUs	370,000(5)	N/A	September 22, 2025	0.245	N/A	90,650
		375,000(6)	N/A	May 3, 2025	0.21	N/A	78,750
Michael Wood Chief Financial Officer	DSUs	50,000(5)	N/A	September 22, 2025	0.245	N/A	12,250
		50,000(6)	N/A	May 3, 2025	0.21	N/A	10,500
Kevin Chen(3) Former Chief Financial Officer	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Stephen Letwin Director	DSUs	75,000(5)	N/A	September 22, 2025	0.245	N/A	18,375
		75,000(6)	N/A	May 3, 2025	0.21	N/A	15,750
James Maxwell Director	DSUs	50,000(5)	N/A	September 22, 2025	0.245	N/A	12,250
		50,000(6)	N/A	May 3, 2025	0.21	N/A	10,500
Christopher Stewart Director	DSUs	50,000(5)	N/A	September 22, 2025	0.245	N/A	12,250
		50,000(6)	N/A	May 3, 2025	0.21	N/A	10,500
Stephen Robertson Director	DSUs	50,000(5)	N/A	September 22, 2025	0.245	N/A	12,250

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised^{(1)}	Exercise price per security ($)	Date of exercise^{(2)}	Closing price per security on date of exercise^{(3)} ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date^{(4)} ($)
		50,000^{(6)}	N/A	May 3, 2025	0.21	N/A	10,500

Notes:
(1) Representing the number of underlying securities vested.
(2) Representing the vesting date.
(3) Regarding securities vested on September 22, 2025, the price represents the closing price of the Common Shares on the TSXV on September 22, 2025. Regarding securities vested on May 3, 2025, the price represents the last closing price of the Common Shares on the TSXV on May 2, 2025 as the vesting date of May 3, 2025 was a non-trading day.
(4) Representing the total value on the vesting date.
(5) These securities vested on September 22, 2025, but Common Shares have not been issued in connection with such vesting.
(6) These securities vested on May 3, 2025, and Common Shares were issued in connection with such vesting.

Incentive Plans

I. Share Option Plan

The Share Option Plan conforms with the policies of the TSXV and is reflective of the Company’s status as a junior issuer. The Share Option Plan permits the granting of non-transferable Options to purchase Common Shares to directors, officers, key employees and consultants (“Optionees”) of the Company. The Share Option Plan is intended to afford persons who provide services to the Company an opportunity to obtain an increased proprietary interest in the Company by permitting them to purchase Common Shares and to aid in attracting as well as retaining and encouraging the continued involvement of such persons with the Company. The Share Option Plan is administered by the Board.

The Share Option Plan currently limits the number of Common Shares that may be issued on exercise of Options to a number not exceeding 10% of the number of Common Shares which are outstanding from time to time. Options that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Share Option Plan. As the Share Option Plan is a “rolling” plan, the issuance of additional Common Shares by the Company or the exercise of Options will also give rise to additional availability under the Share Option Plan.

The number of Common Shares issuable pursuant to Options granted under the Share Option Plan or any other security-based compensation arrangements of the Company: (i) to any one Optionee in a 12 month period may not exceed 5% of the outstanding Common Shares; (ii) issuable to insiders at any time shall not exceed 10% of the issued and outstanding Common Shares; (iii) issued to insiders within any one-year period may not exceed 10% of the outstanding Common Shares; and (iv) to any one insider and the associates of such insider may not exceed 5% of the issued and outstanding Common Shares.

Options issued under the Share Option Plan may be exercisable for a period not exceeding five years and vest as determined by the Board on the date of grant.

Options issued pursuant to the Share Option Plan have an exercise price that cannot not be less than the current market price of the Common Shares, which means the most recent closing price per share for Common Shares on the last trading day preceding the date of grant on which there was a closing price on the TSXV (or if the Common Shares are not listed on the TSXV, on such stock exchange as the Common Shares are then traded).

In the event an Optionee ceases to be a director, officer or key employee of the Company, any Option previously granted to such Optionee shall be exercisable until the earlier of: (i) the end of the Option period as set forth in the grant; or (ii) the expiration of 90 days from the date of the normal retirement of such participant, or one year from the date of the death or permanent disability of such participant, and then, in the event of death or permanent disability, only by the person or persons to whom the participant’s rights under the Option pass by the participant’s will or applicable law, and only to the extent that the Optionee was entitled to exercise the Option as at the date of the holder’s death or permanent disability.

Without the prior approval of the Shareholders, the Board may not: (i) make any amendment to the Share Option Plan to increase the percentage of Common Shares issuable on exercise of outstanding Options at any time; (ii) reduce the exercise price of any outstanding Options; (iii) extend the term of any outstanding Options beyond the original expiry date of such Option; (iv) make any amendment to increase the maximum limit on the number of securities that may be issued to Insiders (as such term is defined in the Share Option Plan); (v) make any amendment to increase the maximum number of Common Shares issuable on exercise of Options to directors who are not officers or employees of the Company; (vi) make any amendment to the Share Option Plan that would permit an Optionee to transfer or assign Options to a new beneficial Optionee other than in the case of death of the Optionee; or (vii) amend the restrictions on amendments that are provided in the Share Option Plan. Subject to restrictions set out above, the Board may amend or discontinue the Share Option Plan and Options granted thereunder at any time, without Shareholder approval, provided that any amendment to the Share Option Plan that requires approval of any stock exchange on which the Common Shares are listed for trading may not be made without approval of such stock exchange. In addition, no amendment to the Share Option Plan or Options granted pursuant to the Share Option Plan may be made without the consent of the Optionee if it adversely alters or impairs any Option previously granted to such Optionee.

On August 12, 2015, the Board approved certain administrative amendments to the Share Option Plan at the request of the TSXV, which included the removal of the ability of an Optionee to make a Surrender Offer to the Company for the disposition and surrender of such holder’s Option. The current rules and policies of the TSXV do not allow for the Company to provide for a Surrender Offer in the Share Option Plan.

The policies of the TSXV require that the Share Option Plan receive Shareholder approval at each annual meeting. The Share Option Plan was first approved at the Company’s 2012 annual meeting of Shareholders.

II. Share Unit Plan

The Company adopted the Share Unit Plan (the “Share Unit Plan”) as an additional share-based compensation plan permitting the RSUs and DSUs to Eligible Participants (as defined in the Share Unit Plan). The Share Unit Plan was approved by the Board on November 15, 2021, and by the Company’s shareholders at the meeting dated March 16, 2022.

The implementation of the Share Unit Plan is intended to provide a vehicle by which equity-based incentives may be awarded to the Eligible Persons to recognize and reward their significant contributions to the long-term success of the Company and to align their interests more closely with the shareholders of the Company, as well as to bring the Company’s compensation policies in line with trends in industry practice, and to preserve working capital of the Company by paying Eligible Persons with compensation in the form of share-based awards as opposed to cash. Eligible Persons who are granted RSUs or DSUs under the Share Unit Plan are collectively referred to herein as “Participants” or “Grantees”. Under the Share Unit Plan, settlement of RSUs or DSUs shall be made by payment of (i) delivery of one Common Share for each such RSU or DSU then being settled; or (ii) subject to approval of the Board in its sole discretion, a cash equivalent.

RSUs are performance-based share units which will be granted to Eligible Persons under the Share Unit Plan based on both individual and corporate performance criteria as determined by the Board or the Granting Authority (as such term is defined in the Share Unit Plan). The RSUs vest and are paid out to the Participant at no later than three years after the year in which the RSUs were granted. Non-vested RSUs are forfeited if the Participant voluntarily leaves his or her employment with the Company. RSUs provide the Company with a more transparent and objective tool for rewarding performance or compensating Participants, while providing the Participant with a better defined incentive award.

The Share Unit Plan also makes provision for the use of DSUs as partial payment of an Eligible Person’s fees. A DSU is a notional share that has the same value as one Common Share as at the grant date. DSUs are paid out to the Participant as Common Shares when they retire from or no longer service the Company. A retiring Participant can defer the payout of his or her DSUs to the year following his or her departure from the Company. The use of DSUs has the advantage of encouraging higher levels of share ownership by the Participants, thereby aligning their interests more closely with that of the Company while also preserving cash for the Company.

The following is a summary of the additional important provisions of the Share Unit Plan. It is not a comprehensive discussion of all of the terms and conditions of the Share Unit Plan. Readers are advised to review the full text of the Share Unit Plan which can be found in the Company’s management information circular dated February 22, 2024 which can be obtained from the Company’s SEDAR+ profile to fully understand all terms and conditions of the Share Unit Plan.

Administration

Under the Share Unit Plan, the Board may, at any time, appoint a committee to, among other things, interpret, administer and implement the Share Unit Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with the Share Unit Plan.

Eligible Persons

Under the Share Unit Plan, Awards may be granted to any Eligible Person. A Participant or Grantee is an Eligible Person to whom an Award has been granted under the Share Unit Plan.

Number of Securities Issued or Issuable

Subject to the adjustment provisions provided for in the Share Unit Plan and applicable rules and regulations of all regulatory authorities to which the Company is subject (including the TSXV), the total number of Common Shares reserved for issue pursuant to the Share Unit Plan may not exceed 6,017,976 Common Shares, which represents 10% of the number of issued and outstanding Common Shares as at the date of approval of the Share Unit Plan. Notwithstanding the foregoing, at no time may the aggregate number of Common Shares that may be reserved for issuance under the Share Option Plan and Share Unit Plan together exceed 10% of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis).

If any Award is cancelled in accordance with the terms of the Share Unit Plan or the agreements evidencing the grant, the Common Shares reserved for issue pursuant to such Award will, upon cancellation of such Awards, revert to the Share Unit Plan and will be available for other Awards. Any Award that is settled through the issuance of Common Shares from treasury shall not be considered cancelled, and that number of Shares issued shall not be available for other Awards.

Maximum Grant to Any One Participant

The issue of Awards to Eligible Persons is subject to, among other things, the following restrictions:

(a) the number of Common Shares which may be reserved for issue pursuant to the Share Unit Plan together with the Common Shares which may be reserved for issue pursuant to any employee-related plan of the Company or options for services granted by the Company, including the Share Option Plan, to any one Eligible Person within a 12 month period may not exceed in the aggregate 5% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the Award unless the Company has received disinterested shareholder approval;

(b) the number of Common Shares which may be reserved for issue pursuant to the Share Unit Plan together with the Common Shares which may be reserved for issue pursuant to any other employee-related plan of the Company or options for services granted by the Company, including the Share Option Plan, to all insiders of the Company shall not exceed 10% of the number of Common Shares

issued and outstanding on a non-diluted basis at any point in time unless the Company has received disinterested shareholder approval;

(c) the number of Common Shares which may be reserved for issue pursuant to the Share Unit Plan together with the Common Shares which may be reserved for issue pursuant to any employee-related plan of the Company or options for services granted by the Company, including the Share Option Plan, to all insiders of the Company within a 12 month period may not exceed in the aggregate 10% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the Award unless the Company has received disinterested shareholder approval; and

the number of Common Shares which may be reserved for issued pursuant to the Share Unit Plan together with the Common Shares which may be reserved for issue pursuant to any other share compensation arrangements of the Company, including the Share Option Plan, to any one consultant in any 12 month period may not exceed 2% of the number of Common Shares issued and outstanding on a non-diluted basis on the date of the grant of the Award.

Restricted Share Units

Restricted Share Units granted pursuant to the Share Unit Plan will be used to compensate Participants for their individual performance-based achievements and are intended to supplement stock option awards in this specific respect. The goal of such grants is to more closely tie Awards to individual performance based on established Performance Criteria (as such term is defined in the Share Unit Plan).

Vesting of Restricted Share Units

The Granting Authority may determine the vesting schedule of any RSUs at the time of grant. Notwithstanding such determination and provided that no RSUs may vest within one year of the date of grant except in the event of the death of the Participant or if the Participant ceases to be an Eligible Person in connection with a Change of Control (as such term is defined in the Share Unit Plan), takeover bid, reverse takeover or similar transaction, in the event of a Change of Control (as such term is defined in the Share Unit Plan) while the Grantee is employed by the Company or a wholly owned subsidiary of the Company, the termination of the Grantee by the Company without cause or in the event that the Grantee terminates employment with the Company and its subsidiaries by reason of Eligible Retirement (as such term is defined in the Share Unit Plan), death or total disability (as determined by the Granting Authority in good faith) (each an "Accelerated Vesting Event"), the non-vested RSUs will: (i) in the case of a Change of Control, termination without cause, Eligible Retirement or death being the Accelerated Vesting Event, immediately become 100% vested, or (ii) in the case of total disability being the Accelerated Vesting Event, vest on the 60th day following the date on which the Participant is determined to be totally disabled.

If the Grantee terminates employment with the Company and its subsidiaries for any reason other than such Eligible Retirement, total disability or death or termination without cause, any non-vested RSUs granted thereunder will be immediately cancelled without liability or compensation therefor and be of no further force and effect. For clarity, where the Grantee voluntarily terminates his/her employment with the Company or is otherwise terminated by the Company for cause, all non-vested RSUs of the Grantee shall be immediately cancelled without compensation or liability therefor and be of no further force and effect.

The term of the RSUs shall be determined by the Granting Authority on the date of the award of RSUs and shall not exceed ten years from the date the RSUs are awarded. Each RSU outstanding and all rights thereunder shall expire at the expiry time determined by the Granting Authority, subject to earlier termination in accordance with the Share Unit Plan.

Settlement of Restricted Share Units

Payment to the Grantee in respect of vested RSUs will be made in the form of (i) fully paid Common Shares, which will be evidenced by book entry registration or by a share certificate registered in the name of the Grantee; or (ii) subject to approval of the Board, in its sole discretion, a cash equivalent, as soon as practicable following the date on which the RSUs become vested, provided that the settlement date may not be later than the third anniversary of the

date of grant of the RSU and all payments in respect of vested RSUs in the Grantee’s notional account maintained by the Company will be paid in full on or before December 31 of the same calendar year.

Deferred Share Units

DSUs granted pursuant to the Share Unit Plan will be used as a means of reducing the cash payable by the Company in respect of a Participant’s compensable amounts. In so doing, the interests of a Participant will become more closely aligned with those of the Company and its shareholders. Vested DSUs will be settled upon the third business day (or such other period of time as permitted by the Granting Authority under the grant agreement) following the Eligible Retirement or death of the applicable Participant or at the time the Participant otherwise ceases to hold office subject to payment or other satisfaction of all related withholding obligations in accordance with the provisions of the Share Unit Plan.

Vesting of Deferred Share Units

Subject to the vesting provisions otherwise stipulated by the Granting Authority, where a Grantee is terminated for cause or resigns and, in the case of a director of the Company, is otherwise removed as a result of losing his or her eligibility to serve on the Board due to an order by a regulatory body or stock exchange or for culpable conduct as determined by the Granting Authority, all unvested DSUs in the Grantee’s notional account maintained by the Company will be immediately cancelled without liability or compensation therefor and be of no further force and effect (unless otherwise determined by the Granting Authority).

No DSUs may vest within one year of the date of grant except in the event of the death of the Participant or if the Participant ceases to be an Eligible Person in connection with a Change of Control (as such term is defined in the Share Unit Plan), takeover bid, reverse takeover or similar transaction. Subject to the above, in the event of a Change of Control while the Grantee is employed by or is a director of the Company or a related entity or in the event of the Grantee being terminated without cause, the non-vested DSUs will immediately become 100% vested.

Settlement

Settlement of Restricted Share Units and Deferred Shares Units shall be made by payment of (i) one Common Share for each such RSU or DSU then being settled; or (ii) subject to the approval of the Board, in its sole discretion, a cash equivalent.

Assignability

Awards granted under the Share Unit Plan are non-transferable and non-assignable to anyone other than to the estate of a Participant in the event of death and then only in accordance with the terms of the Share Unit Plan.

Other Material Information

Appropriate adjustments to the Share Unit Plan and to Awards granted thereunder will be made by the Company to give effect to adjustments in the number and type of Common Shares (or other securities or other property) resulting from subdivisions, consolidations, substitutions, or reclassifications of Common Shares, payment of stock dividends or other prescribed changes in the Company’s capital. In the event of any merger, acquisition, amalgamation, arrangement or other scheme of reorganization that results in a Change of Control, the Company may take whatever action with respect to the Awards outstanding that it deems necessary or desirable including accelerating the vesting date of Awards to the date which is immediately preceding the Change of Control. Any such adjustment other than a Common Share consolidation or Common Share split shall be subject to approval of the TSXV. If approved by the Board prior to or within 30 days after such time as a Change of Control is be deemed to have occurred, the Board has the right to require that all or any portion of the Awards be settled and discharged in cash based on the “cash value” of such Awards in lieu of settlement by issue of Common Shares.

The foregoing is a summary of the Share Unit Plan and is qualified in its entirety by reference to the full text of the Share Unit Plan which can be found in the Company’s management information circular dated February 22, 2024 which can be obtained from the Company’s SEDAR+ profile.

Employment, Consulting and Management Agreements

Other than as disclosed herein, no written employment contract exists between the Company and any Named Executive Officer 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 (a) performed by a director or a Named Executive Officer, or (b) performed by any other party but are services typically provided by a director or a Named Executive Officer.

Marco Roque - CEO

On July 1, 2020, the Company entered into a consulting agreement with Mr. Roque providing for his services as CEO of the Company (the “Roque Consultant Agreement”). The Roque Consultant Agreement was renewed on July 1, 2024. The Roque Consultant Agreement provides that Mr. Roque may be terminated by the Company at any time and for any reason by providing two (2) weeks written notice. In the event Mr. Roque is terminated by the Company, the Company shall be obligated to pay, on the Termination Date (as defined in the Roque Consultant Agreement), an amount equal to the one year average monthly compensation paid at that date or the time remaining on the contract, whichever is less. The Roque Consultant Agreement may also be terminated at any point without notice or payment for just cause.

Michael Wood - CFO

On November 1, 2024, the Company entered into a management services agreement with Mr. Michael Wood and Athena Jade Ltd. (“Athena Jade”) in which Mr. Wood is the principal, providing for Mr. Wood’s services as CFO of the Company (the “Athena Jade Agreement”). As provided in the Athena Jade Agreement, Athena Jade’s monthly fee shall be CAD $6,000 effective from November 1, 2024, and subject to the Board’s discretion, there will be an annual bonus up to 75% of such monthly fee measured against performance milestones as directed by the Compensation Committee.

The Athena Jade Agreement provides that the Company may terminate the agreement at any time, without notice or any payment in lieu thereof, for just cause. In addition, Athena Jade may terminate the Athena Jade Agreement with the Company for good reason, as more particularly provided in the agreement, and the Company may terminate the Athena Jade Agreement at any time without cause, and in such circumstances the Company shall pay to Athena Jade an amount equal to three (3) months’ fees, which is estimated at $18,000.

If there is a change of control, Athena Jade may terminate the Athena Jade Agreement, in its sole discretion, within six (6) months following the change of control upon one (1) day written notice to the Company. If such termination occurs, Athena Jade shall be entitled to receive payment of an amount equal to twenty-four (24) months’ fees, which is estimated at $144,000.

Oversight and Description of Director and NEO compensation

The Company’s executive compensation program is administered by the Board. The Board’s mandate with respect to compensation includes evaluating senior management and developing appropriate compensation policies for the senior management and directors of the Company, including the Named Executive Officers which are identified above. The duties and responsibilities of the Board with respect to compensation are further described in this Circular under the heading “Corporate Governance Disclosure - Compensation”. As at the date hereof, the Board is comprised of Messrs. Roque, Letwin, Maxwell, Robertson, Stewart and Wood. Messrs. Letwin, Maxwell, Robertson and Stewart are “independent” for the purposes of National Instrument 58-201 – Corporate Governance Guidelines (“NI 58-201”). Mr. Roque is not “independent” for the purposes of NI 58-201 as he holds the offices of Chief Executive Officer and

President of the Company. Mr. Wood is not “independent” for the purposes of NI 58-201 as he holds the office of Chief Financial Officer of the Company.

The Company’s compensation program is based on the principle that compensation should be aligned with the objectives and vision of the Company and the Shareholders’ interests. Senior management recognizes that the Company’s corporate performance is dependent upon retaining highly trained, experienced and committed directors, executive officers, employees and consultants who have the necessary skill sets, education, experience and personal qualities required to manage the Company’s business. The Company’s program also recognizes that the various components thereof must be sufficiently flexible to adapt to unexpected developments in the mining industry and the impact of internal and market-related occurrences from time to time.

When determining the compensation of each of its directors and Named Executive Officers, the Board considers: (i) recruiting and retaining directors and executives critical to the success of the Company and the enhancement of Shareholder value; (ii) providing fair and competitive compensation, considering industry standards; (iii) balancing the interests of management of the Company and the Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general, including the economic position of the Company.

The Company’s executive compensation program is comprised of the following principal components: (a) base salary; (b) short- term incentive compensation comprised of discretionary cash and/or share bonuses; and (c) long-term incentive compensation comprised of Options, RSUs and DSUs. See “Statement of Executive Compensation – Incentive Plans”. Together, these components support the Company’s long-term growth strategy and are designed to address the following key objectives of its compensation program:

align executive compensation with the objectives and vision of the Company and Shareholders’ interests;
attract and retain highly qualified management with an appropriate level of incentives;
focus performance by linking incentive compensation to the achievement of business objectives and financial and operational results; and
encourage retention of key executives for leadership succession.

The aggregate value of these principal components and related benefits is used as a basis for assessing the overall competitiveness of the Company’s executive compensation package. When determining executive compensation, including the assessment of the competitiveness of the Company’s compensation program, the Board reviews the compensation practices of companies in its selected peer group. These companies compete with Cassiar for executive talent, operate in a similar business environment and are of similar size, scope and complexity.

The Company’s compensation program is primarily designed to reward performance and, accordingly, the performance of both the Company, as well as the individual performance of executive officers during the year in question, is examined by the Board in conjunction with setting executive compensation packages. The Board does not set specific performance objectives in assessing the performance of the President and other executive officers; rather the Board uses its experience and judgment in determining an overall compensation. Some of the factors looked at by the Board in assessing the performance of the Company and its executive officers are as follows: (a) project development milestones; (b) capital costs on a share price basis; and (c) the Company’s performance for all of the above relative to its goals and objectives and in relation to the performance of its industry peer group.

There were no significant changes to the Company’s compensation policies that were made during or after the most recently completed financial year that could or will have an effect on director or Named Executive Officer compensation.

Base Salaries

The base salary component is intended to provide a fixed level of competitive pay that reflects each executive officer’s primary duties and responsibilities. The annualized amount of such billings is comparable with the compensation of

executive officers of other members of the Company’s peer group. It also provides a foundation upon which performance-based incentive compensation elements are assessed and established.

Short-Term Incentive Compensation – Cash Bonuses

In addition to base salaries, the Company has a discretionary bonus policy pursuant to which the Board may award annual cash bonuses to executive officers. It is the Board’s philosophy that an individual bonus should be tied primarily to that individual’s contribution to corporate performance. The amount of an annual bonus paid, if any, is not set in relation to any formula or specific criteria but is the result of a subjective determination by the Board based primarily on the Company’s and the individual’s performance.

No discretionary bonuses were paid to the executive officers of the Company during the year ended September 30, 2025.

Long Term Incentive Compensation – Share Based Compensation

Executive officers, along with all officers, directors, employees and consultants retained by the Company, are eligible to participate in the Share Option Plan and Share Unit Plan, and, following the Meeting, the Share Compensation Plan (if approved by the Shareholders at the Meeting). The Share Option Plan and Share Unit Plan, and, following the Meeting, the Share Compensation Plan (if approved by the Shareholders at the Meeting) (the “Compensation Plans”) and the Common Shares reserved thereunder, comply with the policies of the TSXV. The Compensation Plans promote an ownership perspective among executives, encourages the retention of key executives and provides an incentive to enhance shareholder value by furthering the Company’s growth and profitably. As with most companies in the Company’s peer group, Options, RSUs and DSUs form an integral component of the total compensation package provided to the Company’s executive officers. Participation in the Compensation Plans rewards overall corporate performance, as measured through the price of the Common Shares. In addition, the Compensation Plans enable executives to develop and maintain a significant ownership position in the Company.

Options, RSUs and DSUs are or will be selectively awarded by the Board upon the commencement of an individual’s employment with the Company based on the level of responsibility within the Company. Additional grants may be made periodically to ensure that the number of Options, RSUs and DSUs granted to any particular individual is commensurate with the individual’s level of ongoing responsibility within the Company. In considering additional grants, the Board evaluates the number of Options, RSUs and DSUs an individual has been granted, the exercise price and value of the Options, RSUs and/or DSUs and the term remaining on those Options, RSUs or DSUs. See “Statement of Executive Compensation – Incentive Plans” for a description of the detailed terms of the Company’s Compensation Plans.

The Company’s compensation policies have allowed the Company to attract and retain a team of motivated professionals and support staff working towards the common goal of enhancing Shareholder value. The Board will continue to review compensation policies to ensure that they are competitive within the mining industry and consistent with the performance of the Company.

Pension Disclosure

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following sets forth information in respect of securities authorized for issuance under the Share Option Plan and Share Unit Plan as at September 30, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)^{(2)}
Equity compensation plans approved by securityholders^{(1)}	11,420,568	$0.5163	3,323,612
Equity compensation plans not approved by securityholders	-	-	-
Total	11,420,568	$0.5163	3,323,612

Notes:
(1) As at September 30, 2025, there were 7,735,668 Options, 1,150,000 DSUs and 2,534,900 RSUs outstanding.
(2) This number reflects an average of (i) the weighted-average exercise price of approximately $0.46 for 7,585,668 Options; (ii) the weighted-average deemed value of approximately $0.60 for 1,150,000 DSUs; and (iii) the weighted-average deemed value of approximately $0.65 for 2,534,900 RSUs.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

As of the date hereof, there is no indebtedness owing to the Company, any of its subsidiaries or any other entity (where such indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries) in connection with the purchase of securities or otherwise by any current or former executive officers, directors or employees of the Company or any of its subsidiaries.

Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

No individual who is, or at any time during most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any one of them is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries (other than in respect of amounts which would constitute routine indebtedness) or to another entity (where such indebtedness to such other entity is, or was at any time during the most recently completed financial year, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries).

MANAGEMENT CONTRACTS

Other than as disclosed in this Circular, during the Company’s most recently completed financial year, no management functions of the Company or of its subsidiaries were, to any substantial degree, performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Company or any of its subsidiaries.

CORPORATE GOVERNANCE DISCLOSURE

Set forth below is a description of the Company’s current corporate governance practices, as prescribed by Form 58-101F2, which is attached to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).

The Board

Messrs. S. Letwin, Maxwell, Robertson and Stewart are independent directors. Marco Roque and Michael Wood are not independent directors as they are also the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, respectively.

Directorships

The following directors of the Company are directors of other reporting issuers as follows:

Name	Name of Reporting Issuer	Exchange or Market
Stephen Letwin	Hess Midstream Operations
ONEnergy Inc.
Frontier Lithium Inc.	NYSE
TSXV
TSXV
Stephen Robertson	Prismo Metals Inc.	CSE
James Maxwell	First Mining Gold Corp.	TSX

Orientation and Continuing Education

While the Company does not currently have a formal orientation and education program for new recruits to the Board, the Company has historically provided such orientation and education on an informal basis. As new directors join the Board, management will provide these individuals with corporate policies, historical information about the Company, as well as information on the Company's performance and its strategic plan with an outline of the general duties and responsibilities entailed in carrying out their duties. The Board believes that these procedures will prove to be a practical and effective approach in light of the Company's particular circumstances, including the size of the Company, limited changes to members of the Board and the experience and expertise of the members of the Board.

Ethical Business Conduct

The Board has adopted a written code of business conduct and ethics (the "Code") effective June 27, 2011. The Code has been posted on the Company's profile on the SEDAR+ website at www.sedarplus.ca. All staff, consultants and directors are made personally accountable for learning, endorsing and promoting the Code and applying it to their conduct and field of work. All staff, consultants and directors are asked to review the Code on a regular basis through written or electronic declaration that they understand their individual responsibilities and will conform to the requirements of the Code. Any breach of the Code can be reported directly to the President, Chief Executive Officer or Chief Financial Officer of the Company or chair of the applicable committee. Breaches may be reported in accordance with the formal whistleblower policy (the "Whistleblower Policy"). The Audit Committee is charged with monitoring compliance with the Whistleblower Policy, and will review the Whistleblower Policy periodically, recommending any changes to the Board.

The Board also relies upon the selection of persons as directors, officers, employees and consultants who they consider to meet the highest ethical standards. The Code provides guidance to the Board regarding conflicts of interest and the members of the Board understand that they must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

Pursuant to their mandate, the Board has the responsibility of recruiting and recommending new members to the Board. At present, the Board has not identified the need to add any new directors. However, it is expected that any new candidates will be identified having regard to: (i) the competence and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the competence and skills that the Board considers each existing director to possess; (iii) the competencies and skills that each new nominee will bring to the boardroom; and (iv) whether or not each new nominee can devote sufficient time and resources to his or her duties as a member of the

Board. The Board reviews on a periodic basis the composition of the Board to ensure that an appropriate number of independent directors sit on the Board, and analyze the needs of the Board and recommend nominees who meet such needs.

Compensation

The Board is responsible for: (i) evaluating senior management; and (ii) developing appropriate compensation policies for the senior management and directors of the Company, including the Compensation Plans. The initial grant of Options, RSUs or DSUs is made at the time of recruitment and reviewed annually. Other than the granting of Options or Awards and the compensation paid to NEOs as outlined in the Summary Compensation Table, no salary or bonuses were paid to any directors or Named Executive Officers of the Company during the fiscal year ended September 30, 2025.

Other Board Committees

The Company has no other committees other than the Audit Committee and the Compensation, Corporate Governance and Nominating Committee.

In addition to responsibilities of determining appropriate compensation for the Company’s management, the purpose of the Compensation, Corporate Governance and Nominating Committee is to assist the Board in establishing the Company’s corporate governance policies and practices, identifying individuals qualified to become members of the Board and reviewing the composition of the Board and its committees.

Assessments

The Board makes annual assessments regarding the effectiveness of the Board itself, committees and individual directors in fulfilling their responsibilities.

AUDIT DISCLOSURE

The Audit Committee of the Board is a committee established for the purpose of overseeing the accounting and financial reporting process of the company and annual external audits of the financial statements.

National Instrument 52-110 - Audit Committees (“NI 52-110”) requires an issuer to disclose annually in its management information circular certain information concerning the constitution of its audit committee and its relationship with its external auditor. As a “venture company”, the Company is required to make such disclosure with reference to the requirements of Form 52-110F2 – Disclosure by Venture Issuers, which disclosure is set forth below.

Audit Committee’s Charter

The Audit Committee has set out its responsibilities and composition requirements in fulfilling its oversight in relation to the company’s internal accounting standards and practices, financial information, accounting systems and procedures, which procedures are set out below in the Company’s Audit Committee Charter attached as Schedule B.

Audit Committee Members

Messrs. Letwin, Stewart and Robertson are the current members of the Audit Committee. Each of the members of the Audit Committee are considered independent. Each member of the Audit Committee is financially literate.

Relevant Education and Experience

The education and experience of each audit committee member that is relevant to the performance of his responsibilities as an Audit Committee member are as follows:

Name and Municipality of Residence	Independent	Financially literate	Relevant Education and Experience
Steve Letwin.
Calgary
Alberta	Yes	Yes	Mr. Letwin has been the President and Chief Executive Officer of Mancal Corporation since February 2020. Prior thereto, Mr. Letwin was President and Chief Executive Officer of IAMGOLD Corporation for over nine years and was also a member of their Board of Directors
Christopher Stewart Kingston,
Ontario	Yes	Yes	Mr. Stewart brings over 30 years of diversified experience in the mining industry, 16 years working with mining contractors and 14 years working with mining companies. Mr. Stewart is currently the President & CEO of Minto Metals Corp. Prior to that, he was the President and COO of McEwen Mining Inc. He was also the Vice President of Operations for Kirkland Lake Gold, where he was responsible for the mining and milling operations within the company. Before joining Kirkland Lake Gold, he served as President and CEO of Liberty Mines Inc., as well as various positions at BHP Billiton, DMC Mining Services and Lake Shore Gold Corporation. Mr. Stewart is a Professional Engineer and holds a Bachelor of Science in Mining Engineering from Queen’s University.
Stephen Robertson
Roberts Creek,
British Columbia	Yes	Yes	Mr. Robertson has 31 years of mining industry related experience, having played a key role in building and advancing projects from exploration through to production in British Columbia including the nearby Silvertip and Red Chris mines. Mr. Robertson was awarded the 2016 E.A. Scholz Award for Excellence in Mine Development for his leadership role in the development of Imperial Metals’ Red Chris Mine, now majority owned by Newcrest Mining and roughly 200 km from the Cassiar Gold Project on Highway 37.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4 (De Minimis Non-audit Services), 6.1.1(4) (Circumstances Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member), 6.1.1(6) (Death, Incapacity or Resignation), or any exemption, in whole or in part, granted under Part 8 (Exemption), of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee Charter allows the Audit Committee to pre-approve all audit and audit-related services and any non-audit services to be provided to the Company by the external auditor and the fees related thereto, as more particularly set out in the Audit Committee Charter.

External Auditor Fees

The Audit Committee shall review and pre-approve all non-audit services to be provided to the Company by its external auditors.

The following table discloses fees billed to the Company for the last two fiscal years by the Company’s current independent auditors, De Visser Gray LLP.

	Year ended September 30, 2025 ($)	Year ended September 30, 2024 ($)

Audit Fees^{(1)}	30,000	30,000
Audit-Related Fees^{(2)}	-	-
Tax Fees^{(3)}	2,300	2,300
All Other Fees^{(4)}	-	-
TOTAL	32,300	32,300

Notes:

(1) “Audit Fees” include aggregate fees billed by the Company’s external auditor in each of the two fiscal years indicated above for audit fees.

(2) “Audited Related Fees” include the aggregate fees billed in each of the two fiscal years indicated above for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees” above.

(3) “Tax Fees” include the aggregate fees billed in each of the two fiscal years indicated above for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) “All Other Fees” include the aggregate fees billed in each of the two fiscal years indicated above for products and services provided by the Company’s external auditor, other than “Audit Fees”, “Audit Related Fees” and “Tax Fees” above.

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Other than set forth herein, management of the Company is not aware of any material interest of any director or nominee for director, or senior officer or anyone who has held office as such since the beginning of the Company’s last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting other than the election of directors as disclosed herein. See “Matters to be Acted Upon at the Meeting”.

Conflicts, if any, will be subject to the procedures and remedies available under the Business Corporations Act (Alberta) (the “ABCA”). The ABCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the ABCA.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out elsewhere in the Circular and in the Company’s financial statements for its most recently completed financial year, there were no material interests, direct or indirect, of directors or executive officers of the Company, any Shareholder who beneficially owns, controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any other “Informed Person” (as defined in NI 51-102) or any known associate or affiliate of such persons, in any transaction since the commencement of the last completed financial year of the Company or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

OTHER MATTERS COMING BEFORE THE MEETING

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

ADDITIONAL INFORMATION

Additional information relating to the Company is available through the Internet on SEDAR+ website at www.sedarplus.ca. Financial information in respect of the Company and its affairs is provided in the Company’s annual audited comparative financial statements for the year ended September 30, 2025 and the related management’s discussion and analysis. Copies of the Company’s financial statements and related management discussion and analysis are available upon request from our Chief Financial Officer at 604-655-1388.

SCHEDULE A
SHARE COMPENSATION PLAN

(Attached)

CASSIAR GOLD CORP.
SHARE COMPENSATION PLAN

DEFINITIONS AND INTERPRETATION

1.1 Definitions: For purposes of the Plan, unless the context requires otherwise, the following words and terms shall have the following meanings:

(a) “1933 Act” means the United States Securities Act of 1933, as amended;
(b) “Administrators” means the Board or such other persons as may be designated by the Board from time to time;
(c) “affiliate” has the meaning attributed to that term in Policy 1.1 of the TSXV;
(d) “Associate” has the meaning attributed to that term in Policy 1.1 of the TSXV;
(e) “Award Date” means: (i) for Restricted Share Units, the date or dates on which an award of Restricted Share Units is made to a Participant in accordance with section 4.1; and (ii) for Deferred Share Units, the date or dates on which an award of Deferred Share Units is made to a Participant in accordance with section 6.1;
(f) “Blackout Period” means the period during which designated Directors, Officers and Employees cannot trade the Common Shares as a result of the bona fide existence of undisclosed material information pursuant to the Corporation’s policy respecting restrictions on Directors’, Officers’ and Employees’ trading which is in effect at that time (which, for greater certainty, (i) does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an insider, that insider is subject; and (ii) shall expire following the general disclosure of undisclosed material information);
(g) “Board” means the board of directors of the Corporation from time to time;
(h) “Business Day” means each day other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, Canada;
(i) “Canadian Participant” means a Participant who is a resident of Canada for the purposes of the Income Tax Act (Canada);
(j) “Cash Fees” has the meaning ascribed to that term in subsection 6.1(a);
(k) “Change of Control” means:
(i) the acceptance of an Offer by a sufficient number of holders of voting shares in the capital of the Corporation to constitute the offeror, together with persons acting jointly or in concert with the offeror, a shareholder of the Corporation being entitled to exercise more than 50% of the voting rights attaching to the outstanding voting shares in the capital of the Corporation (provided that prior to the Offer, the offeror was not entitled to exercise more than 50% of the voting rights attaching to the outstanding voting shares in the capital of the Corporation),

(ii) the completion of a consolidation, merger or amalgamation of the Corporation with or into any other corporation whereby the voting shareholders of the Corporation immediately prior to the consolidation, merger or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting shares of the consolidated, merged or amalgamated corporation or any parent entity, or

(iii) the completion of a sale whereby all or substantially all of the Corporation's undertakings and assets become the property of any other entity and the voting shareholders of the Corporation immediately prior to that sale hold less than 50% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale;

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

(m) “Common Shares” means the common shares of the Corporation;

(n) “Consultant” means an individual (other than a Director, Officer or Employee) or company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to an offer or sale of securities of the Corporation in a capital-raising transaction, or services that promote or maintain a market for the Corporation's securities;

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

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

(o) “Corporation” means Cassiar Gold Corp., a corporation existing under the Business Corporations Act (Alberta) and the successors thereof;

(p) “Deferred Share Unit” or “DSU” means any right granted under Article 6 of this Plan;

(q) “Deferred Share Unit Agreement” has the meaning ascribed to that term in section 3.2;

(r) “Director” means a director (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

(s) “Director Fees” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

(t) “Discounted Market Price” has the meaning attributed to that term in Policy 1.1 of the TSXV;

(u) "DSU Account" has the meaning ascribed to that term in section 6.8.

(v) "Effective Date" means February 11, 2026;

(w) "Elected Amount" has the meaning set forth in subsection 6.1(a);

(x) "Electing Person" means a Participant who is, on the applicable Election Date, a Director who is not an Employee;

(y) "Election Date" means the date on which the Electing Person files an Election Notice in accordance with subsection 6.1(b);

(a) "Election Notice" has the meaning set forth in subsection 6.1(b);

(b) "Eligible Person" means any Director, Officer, Employee, Management Company Employee or Consultant to whom an award has been granted under this Plan;

(i) is considered an employee of the Corporation or a Subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

(ii) works full-time or part-time on a regular weekly basis for the Corporation or a Subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such Subsidiary, and, for greater certainty, includes any Executive Chairman of the Corporation.

(d) "Event of Termination" means an event whereby a Participant ceases to be an Eligible Person and shall be deemed to have occurred by the giving of any notice of termination of employment or service (whether voluntary or involuntary, whether with or without cause and whether with or without reason), retirement, or any cessation of employment or service for any reason whatsoever, including disability or death;

(e) "Exchange" means any stock exchange or quotation system in Canada where the Common Shares are listed on or through which the Common Shares are listed or quoted;

(f) "Exercise Price" means the price at which a Common Share may be purchased pursuant to the exercise of an Option;

(g) "Grant Date" means the date on which a grant of Options is made to a Participant in accordance with section 5.1;

(h) "In-the-Money Amount" has the meaning ascribed to that term in subsection 5.7(c);

(i) "insider" has the meaning attributed to that term in Policy 1.1 of the TSXV;

(j) "Insider Participant" means a Participant who is (i) an insider of the Corporation or any of its Subsidiaries; and (ii) an Associate of any person who is an insider by virtue of (i);

(k) "Investor Relations Activities" means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation:

(A) to promote the sale of products or services of the Corporation, or
(B) to raise public awareness of the Corporation,

that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(ii) activities or communications necessary to comply with the requirements of:

(A) applicable Securities Laws;
(B) the by-laws, rules or other regulatory instruments of the TSXV or any other self-regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(A) the communication is only through the newspaper, magazine or publication, and
(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the TSXV;

(l) "Investor Relations Service Provider" all includes 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;

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

(n) "Market Price" means the "Market Price" (as such term is defined in Policy 1.1 of the TSXV) of the Common Shares, or if the Common Shares are not listed on a stock exchange, the Market Price shall be determined in good faith by the Administrators;

(o) "Offer" means a bona fide arm's length offer made to all holders of voting shares in the capital of the Corporation to purchase, directly or indirectly, voting shares in the capital of the Corporation;

(p) "Officer" means (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

(q) "Option" means an option granted to an Eligible Person under the Plan to purchase Common Shares;

(r) "Option Agreement" has the meaning ascribed to that term in section 3.2;

(s) "Option Exercise Notice" has the meaning ascribed to that term in section 5.5;

(t) "Participant" means an Eligible Person selected by the Administrators to participate in the Plan in accordance with section 3.1 hereof;

(u) "Payout Date" means the day on which the Corporation pays to a Participant the Market Price of the Restricted Share Units that have become vested and payable;

(v) "Plan" means this share compensation plan, as amended, replaced or restated from time to time;

(w) "Previous Share Unit Plan" means the Corporation's Restricted Share Unit and Deferred Share Unit Compensation Plan approved by the Board on November 15, 2021, and by the Corporation's shareholders at the meeting held on March 16, 2022;

(x) "Restricted Share Unit" means a right granted to a Participant in accordance with section 4.1 hereof as compensation for employment or consulting services or services as a Director or Officer to receive, for no additional cash consideration, Common Share or a lump sum payment in cash that becomes vested in accordance with section 4.3;

(y) "Restricted Share Unit Agreement" has the meaning ascribed to that term in section 3.2;

(z) "RSU Account" has the meaning attributed to that term in section 4.8;

(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 Corporation;

(bb) "Security Based Compensation" means any Options, Restricted Share Units and Deferred Share Units granted or issued under this Plan but, as the context requires, also includes any deferred share unit, performance share unit, restricted share unit, securities for services, stock appreciation right, stock option,

stock purchase plan, any security purchase from treasury by a Participant which is financially assisted by the Corporation by any means whatsoever, and any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation from treasury to an Eligible Person under any other Share Compensation Arrangement, and for greater certainty, does not include:

(i) arrangements which do not involve the issuance from treasury or potential from treasury of securities of the Corporation;

(ii) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; and

(iii) Shares for Services and shares for debt arrangements under Policy 4.3 of the TSXV that have been conditionally accepted by the TSXV prior to November 24, 2021;

(cc) "Share Compensation Arrangement" means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to Directors, Officers, Management Company Employees and Employees of the Corporation and any of its Subsidiaries or to Consultants;

(dd) "Shares for Services" has the meaning ascribed to that phrase in Policy 4.3 - Shares for Debt;

(ee) "Subsidiary" has the meaning ascribed thereto in the Securities Act (British Columbia) and "Subsidiaries" shall have a corresponding meaning;

(ff) "Termination Date" means the date a Participant ceases to be an Eligible Person and, unless otherwise provided herein, does not include any period of statutory, contractual or reasonable notice or any period of salary continuance or deemed employment. Notwithstanding the foregoing, in the case of a U.S. Participant, a Participant's "Termination Date" will be the date the Participant experiences a "separation from service" (as defined in Treas. Reg. 1.409A-1(h)) with the Corporation or any of its Subsidiaries.

(gg) "TSXV" means the TSX Venture Exchange;

(hh) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(ii) "U.S. Participant" means a Participant who is a citizen of the United States or a resident of the United States, as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code and any other Participant who is subject to tax under the Code with respect to compensatory awards granted pursuant to the Plan;

(jj) "U.S. Person" means a "U.S. person", as such term is defined in Regulation S under the 1933 Act;

(kk) "VWAP" means the volume weighted average trading price of the Common Shares on the Exchange calculated by dividing the total value by the total volume

of such securities traded for the five trading days immediately preceding the exercise of the subject Option. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation; and

(II) “Withholding Obligations” has the meaning ascribed to that term in section 4.6.

1.2 Headings: The headings of all articles, 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 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

1.4 References to this Plan: The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part thereof.

1.5 Currency: All references in this Plan or in any agreement entered into under this Plan to “dollars”, “$” or lawful currency shall be references to Canadian dollars, unless the context otherwise requires.

PURPOSE AND ADMINISTRATION OF THE PLAN

2.1 Purpose: The purpose of the Plan is to advance the interests of the Corporation and its Subsidiaries, and its shareholders by: (i) ensuring that the interests of Eligible Persons are aligned with the success of the Corporation and its Subsidiaries; (ii) encouraging stock ownership by Eligible Persons; and (iii) providing compensation opportunities to attract, retain and motivate Eligible Persons.

2.2 Common Shares Subject to the Plan:

(a) General: This Plan is a “rolling up to 10%” omnibus plan whereby the total number of Common Shares that are issuable pursuant to all Security Based Compensation granted or awarded hereunder, in aggregate, is equal to up to a maximum of 10% of the issued and outstanding Common Shares as of the date of grant or award (together with any Common Shares issuable pursuant to any other Share Compensation Arrangement). For greater certainty, any Restricted Share Units and Deferred Share Units that must be settled in cash in accordance with the Restricted Share Unit Agreement and the Deferred Share Unit Agreement approved by the Administrators at the time of grant shall not count towards the maximum of 10% of issued and outstanding Common Shares reserved under this Plan as required by the policies of the TSXV.

(b) Limits for Individuals: Unless the Corporation obtains disinterested shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Plan to any one Participant (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to the Participant.

(c) Limits for Consultants: The maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Plan in any 12 month period to any one Consultant (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) shall not exceed 2% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to the Consultant.

(d) Limits for Investor Relations Service Providers: The maximum aggregate number of Common Shares issuable pursuant to all Options granted to all Investor Relations Service Providers under the Plan in any 12 month period in aggregate shall not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any Option is granted to such Investor Relations Services Provider; provided, that Options granted to any and all Investor Relations Service Providers must vest in stages over a period of not less than 12 months such that:

(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;

(ii) no more than 1/4 of the Options vest no sooner than six months after the Options were granted;

(iii) no more than 1/4 of the Options vest no sooner than nine months after the Options were granted; and

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

2.3 Other Terms of the Plan

(a) All Security Based Compensation granted or issued hereunder is non-assignable and non-transferable.

(b) Unless the Corporation obtains disinterested shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Plan to Insider Participants as a group (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) shall not exceed 10% of the issued and outstanding Common Shares at any point in time.

(c) Unless the Corporation obtains disinterested shareholder approval, the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Plan in any 12 month period to Insider Participants as a group (together with those Common Shares issuable pursuant to any other Share Compensation Arrangement) shall not exceed 10% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to any Insider Participant.

(d) For greater certainty, Investor Relations Service Providers may not receive any Security Based Compensation other than Options.

(e) Any Security Based Compensation granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within 12 months following the date the Participant ceases to be an Eligible Person under the Plan.

2.4 Administration of the Plan: The Plan shall be administered by the Administrators, through the recommendation of the Compensation, Corporate Governance and Nominating Committee of the Board. Subject to any limitations of the Plan, the Administrators shall have the power and authority to:

(a) adopt rules and regulations for implementing the Plan;

(b) determine the eligibility of persons to participate in the Plan in accordance with section 3 herein;

(c) determine when Restricted Share Units, Options and Deferred Share Units to Eligible Persons shall be awarded or granted, the number of Restricted Share Units, Options and Deferred Share Units to be awarded or granted, the vesting criteria for each award of Restricted Share Units, the vesting criteria for each award of Deferred Share Units and the vesting period for each grant of Options;

(d) interpret and construe the provisions of the Plan and any agreement or instrument under the Plan;

(e) require that any Participant provide certain representations, warranties and certifications to the Corporation to satisfy the requirements of applicable laws, including without limitation, exemptions from the registration requirements of the 1933 Act and applicable state securities laws; and

(f) make all other determinations and take all other actions as they determine to be necessary or desirable to implement, administer and give effect to the Plan.

ELIGIBILITY AND PARTICIPATION IN PLAN

3.1 The Plan and Participation: The Plan is hereby established for Eligible Persons. Restricted Share Units may be awarded (Subject to section 4.1) and Options may be granted to any Eligible Person as determined by the Administrators in accordance with the provisions hereof. Deferred Share Units may be awarded only to Directors who are not Employees in accordance with the provisions hereof. The Corporation and each Participant acknowledge that they are responsible for ensuring and confirming that such Participant is a bona fide Eligible Person entitled to receive Options, Restricted Share Units or Deferred Share Units, as the case may be.

3.2 Agreements: All Restricted Share Units awarded hereunder shall be evidenced by a restricted share unit agreement ("Restricted Share Unit Agreement") between the Corporation and the Participant, substantially in the form set out in Exhibit A or in such other form as the Administrators may approve from time to time. All Options granted hereunder shall be evidenced by an option agreement ("Option Agreement") between the Corporation and the Participant, substantially in the form as set out in Exhibit B or in such other form as the Administrators may approve from time to time. All Deferred Share Units awarded hereunder shall be evidenced by a deferred share unit agreement ("Deferred Share Unit Agreement") between the Corporation and the Participant,

10 -

substantially in the form set out in 0 or in such other form as the Administrators may approve from time to time.

4. AWARD OF RESTRICTED SHARE UNITS

4.1 Award of Restricted Share Units

The Administrators may, at any time and from time to time, award Restricted Share Units to Eligible Persons (other than Eligible Persons providing Investor Relations Activities). In awarding any Restricted Share Units, the Administrators shall determine:

(a) to whom Restricted Share Units pursuant to the Plan will be awarded;

(b) the number of Restricted Share Units to be awarded and credited to each Participant's RSU Account;

(d) subject to section 4.3 hereof, the applicable vesting criteria.

Upon the award of Restricted Share Units, the number of Restricted Share Units awarded to a Participant shall be credited to the Participant's RSU Account effective as of the Award Date.

4.2 Restricted Share Unit Agreement

Upon the award of each Restricted Share Unit to a Participant, a Restricted Share Unit Agreement shall be delivered by the Administrators to the Participant.

4.3 Vesting

(a) Subject to subsections (c) and (d) below, at the time of the award of Restricted Share Units, the Administrators shall, subject to Exchange rules, determine in their sole discretion the vesting criteria applicable to such Restricted Share Units provided that, subject to subsection 4.7(c) and section 7.2, no Restricted Share Units may vest before the date that is one year following the date of grant or issue.

(b) For greater certainty, the vesting of Restricted Share Units may be determined by the Administrators to include criteria such as performance vesting, in which the number of Common Shares (or cash equivalent) to be delivered to a Participant for each Restricted Share Unit that vests may fluctuate based upon the Corporation's performance and/or the Market Price of the Common Shares, in such manner as determined by the Administrators in their sole discretion.

(c) Each Restricted Share Unit shall be subject to vesting in accordance with the terms set out in the Restricted Share Unit Agreement.

(d) Notwithstanding anything to the contrary in this Plan, all vesting and issuances or payments, as applicable, in respect of a Restricted Share Unit shall be completed no later than December 15 of the third calendar year commencing after the Award Date for such Restricted Share Unit.

4.4 Blackout Periods

Should the date of vesting of a Restricted Share Unit fall within a Blackout Period formally imposed by the Corporation, such date of vesting shall be

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automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the date of vesting for such Restricted Share Unit for all purposes under the Plan. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 4.4 may not be extended by the Board.

4.5 Settlement: As soon as practicable after the relevant date of vesting of any Restricted Share Units awarded under the Plan and with respect to a U.S. Participant, no later than 60 days thereafter, but subject to subsection 4.3(d), a Participant shall be entitled to receive and the Corporation shall issue or pay (at its discretion):

(a) a lump sum payment in cash equal to the number of vested Restricted Share Units recorded in the Participant's RSU Account multiplied by the Market Price of a Common Share on the Payout Date;

(b) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant's Restricted Share Units in the Participant's RSU Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or

4.6 Taxes and Source Deductions: the Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit in connection with this Plan, any Restricted Share Units or any issuance of Common Shares ("Withholding Obligations"). Without limiting the generality of the foregoing, the Corporation may, at its discretion: (i) deduct and withhold those amounts it is required to remit pursuant to the Withholding Obligations from any cash remuneration or other amount payable to the Participant, whether or not related to the Plan, the vesting of any Restricted Share Units or the issue of any Common Shares; (ii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant; or (iii) settle a portion of vested Restricted Share Units of a Participant in cash equal to the amount the Corporation is required to remit, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on vesting of any Restricted Share Units may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment to it in a timely manner of all taxes required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant. This section will not supersede the requirements under TSXV Policy 4.4 nor potentially result in the alteration of the price of the vested Restricted Share Units.

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4.7 Rights Upon an Event of Termination:

(a) Subject to subsection 2.3(e), if an Event of Termination has occurred in respect of any Participant, any and all Common Shares corresponding to any vested Restricted Share Units in the Participant's RSU Account shall be issued as soon as practicable after the Event of Termination to the former Participant in accordance with section 4.5 hereof. With respect to each Restricted Share Unit of a U.S. Participant, such Restricted Share Unit will be settled and shares issued as soon as practicable following the date of vesting of such Restricted Share Unit as set forth in the applicable Restricted Share Unit Agreement, but in all cases within 60 days following such date of vesting.

(b) If an Event of Termination has occurred in respect of any Participant, any unvested Restricted Share Units in the Participant's RSU Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an employment agreement or consulting agreement with an Eligible Person, and subject to the requirements set out in section 4.6 of TSXV Policy 4.4, vest and be settled before the earlier of (i) the vesting schedule set out in the applicable Restricted Share Unit Award Agreement; and (ii) 12 months after the date of the Event of Termination (provided that for an Event of Termination that is for "just cause", any unvested RSUs shall be forfeited). Subject to subsection 2.3(e), with respect to any Restricted Share Unit of a U.S. Participant, if the Administrators determine, in their discretion, to waive vesting conditions applicable to a Restricted Share Unit that is unvested at the time of an Event of Termination, such Restricted Share Unit shall not be forfeited or cancelled, but instead will be deemed to be vested and settled and shares delivered following the date of vesting of such Restricted Share Unit as set forth in the applicable Restricted Share Unit Agreement.

(c) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Restricted Share Units in accordance with this section 4.7, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant's death.

(d) Subject to subsection 2.3(e) and the requirements set out in section 4.6 of TSXV Policy 4.4, notwithstanding the foregoing subsection 4.7(b), if a Participant retires in accordance with the Corporation's retirement policy, at such time, any unvested performance-based Restricted Share Units in the Participant's RSU Account shall not be forfeited by the Participant or cancelled and instead shall be eligible to become vested in accordance with the vesting conditions set forth in the applicable Restricted Share Unit Agreement after such retirement (as if retirement had not occurred), but only if the performance vesting criteria, if any, are met on the applicable date.

(e) Notwithstanding the foregoing subsection 4.7(b), for greater certainty, if a Participant's employment is terminated for just cause or if a Participant resigns without good reason, each unvested Restricted Share Unit in the Participant's RSU Account shall forthwith and automatically be forfeited by the Participant and cancelled.

(f) For the purposes of this Plan and all matters relating to the Restricted Share Units, the date of the Event of Termination shall be determined without regard to

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any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

4.8 Restricted Share Unit Accounts: A separate notional account for Restricted Share Units shall be maintained for each Participant (an "RSU Account"). Each RSU Account will be credited with Restricted Share Units awarded to the Participant from time to time pursuant to section 4.1 hereof by way of a bookkeeping entry in the books of the Corporation. On the vesting of the Restricted Share Units pursuant to section 4.3 hereof and the corresponding issuance of Common Shares to the Participant pursuant to section 4.5 hereof, or on the forfeiture and cancellation of the Restricted Share Units pursuant to section 4.7 hereof, the applicable Restricted Share Units credited to the Participant's RSU Account will be cancelled.

4.9 Record Keeping: the Corporation shall maintain records in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Restricted Share Units credited to each Participant's RSU Account;
(c) any and all adjustments made to Restricted Share Units recorded in each Participant's RSU Account; and
(d) any other information which the Corporation considers appropriate to record in such records.

GRANT OF OPTIONS

5.1 Grant of Options: The Administrators may at any time and from time to time grant Options to Eligible Persons. In granting any Options, the Administrators shall determine:

(a) to whom Options pursuant to the Plan will be granted;
(b) the number of Options to be granted, the Grant Date and the Exercise Price of each Option;
(c) subject to section 5.4 hereof, the expiration date of each Option; and
(d) subject to section 5.3 hereof, the applicable vesting criteria,

provided, however that the Exercise Price for a Common Share pursuant to any Option shall not be less than the Discounted Market Price on the Grant Date in respect of that Option, and with respect to Options granted to U.S. Participants, the Exercise Price shall not be less than the closing price of the Common Shares on any Exchange on the last trading day prior to the Grant Date. If the Corporation does not issue a news release to announce the grant of an Option and the Exercise Price, the Discounted Market Price is the last closing price of the Common Shares before the Grant Date less the applicable discount.

5.2 Option Agreement: Upon each grant of Options to a Participant, an Option Agreement shall be delivered by the Administrators to the Participant.

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5.3 Vesting:

(a) Subject to subsection 2.2(d) above with respect to grants to Eligible Persons providing Investor Relations Activities, at the time of the grant of any Options, the Administrators shall determine, in accordance with applicable vesting requirements of the Exchange, the vesting criteria applicable to such Options.

(b) The Administrators may determine when any Option will become exercisable and may determine that Options shall be exercisable in instalments or pursuant to a vesting schedule. The Option Agreement will disclose any vesting conditions prescribed by the Administrators.

5.4 Term of Option/Blackout Periods:

The term of each Option shall be determined by the Administrators; provided that no Option shall be exercisable after ten years from the Grant Date. Should the term of an Option expire on a date that falls within a Blackout Period formally imposed by the Corporation, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 5.4 may not be extended by the Board.

5.5 Exercise of Option:

Options that have vested in accordance with the provisions of this Plan and the applicable Option Agreement may be exercised at any time, or from time to time, during their term and subject to the provisions of sections 5.6, 5.7, 5.8 and 5.10 hereof as to any number of whole Common Shares that are then available for purchase thereunder; provided that no partial exercise may be for less than 100 whole Common Shares. Options may be exercised by delivery of a written notice of exercise to the Administrators, substantially in the form attached to this Plan as Exhibit C (the "Option Exercise Notice"), with respect to the Options, or by any other form or method of exercise acceptable to the Administrators.

5.6 Regular Exercise; Payment and Issuance:

(a) Upon actual receipt by the Corporation or its agent of the materials required by section 5.5 and receipt by the Corporation of cash, a cheque, bank draft or other form of acceptable payment for the aggregate Exercise Price, the number of Common Shares in respect of which the Options are exercised will be issued as fully paid and non-assessable shares and the Participant exercising the Options shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares. No person or entity shall enjoy any part of the rights or privileges of a holder of Common Shares which are subject to Options until that person or entity becomes the holder of record of those Common Shares. No Common Shares will be issued by the Corporation prior to the receipt of payment by the Corporation for the aggregate Exercise Price for the Options being exercised.

(b) Without limiting the foregoing, and unless otherwise determined by the Administrators or not compliant with any applicable laws, (i) cashless exercise of Options shall only be available to a Participant who was granted and is

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exercising such Options outside the United States as a non-U.S. Person in compliance with Regulation S under the 1933 Act at a time when the Common Shares are listed and posted for trading on an Exchange or market in Canada that permits cashless exercise, the Participant intends to immediately sell the Common Shares issuable upon exercise of such Options in Canada and the proceeds of sale will be sufficient to satisfy the Exercise Price of the Options; and (ii) if an eligible Participant elects to exercise the Options through cashless exercise and complies with any relevant protocols approved by the Administrators, a sufficient number of the Common Shares issued upon exercise of the Options will be sold in Canada by a designated broker on behalf of the Participant to satisfy the Exercise Price of the Options, the Exercise Price of the Options will be delivered to the Corporation and the Participant will receive only the remaining unsold Common Shares from the exercise of the Options and the net proceeds of the sale after deducting the Exercise Price of the Options, applicable taxes and any applicable fees and commissions, all as determined by the Administrators from time to time. The Corporation shall not deliver the Common Shares issuable upon a cashless exercise of Options until receipt of the Exercise Price therefor, whether by a designated broker selling the Common Shares issuable upon exercise of such Options through a short position or such other method determined by the Administrators in compliance with applicable laws.

5.7 Cashless Exercise: Subject to prior approval by the Administrators, and provided that the Common Shares are listed and posted for trading on an Exchange or market that permits cashless exercise, a Participant may elect cashless exercise in its Option Exercise Notice. In such case, the Participant will not be required to deliver to the Administrators a cheque or other form of payment for the aggregate Exercise Price referred to above. Instead the following provisions will apply:

(a) Whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Common Shares underlying the Options. The brokerage firm then sells a sufficient number of Common Shares to cover the Exercise Price in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Common Shares from the exercise of the Options and the Participant then receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares.

(b) Before the relevant trade date, the Participant will deliver the Option Exercise Notice including details of the trades to the Corporation electing the cashless exercise and the Corporation will direct its registrar and transfer agent to issue a certificate for such Participant's Common Shares in the name of the broker (or as the broker may otherwise direct) for the number of Common Shares issued on the exercise of the Options, against payment by the broker to the Corporation of (i) the Exercise Price for such Common Shares; and (ii) the amount the Corporation determines, in its discretion, is required to satisfy the Corporation withholding tax and source deduction remittance obligations in respect of the exercise of the Options and issuance of Common Shares.

(c) The broker will deliver to the Participant the remaining value of the Options, net of any brokerage commission or other expenses (the "In-the-Money Amount"), in either (i) cash in an amount equal to the In-the-Money-Amount; or (b) such

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number of Common Shares (rounded down to the nearest whole number) having a fair Market Price equal to the In-the-Money Amount, plus a cash amount equal to the fraction of a Common Share that would otherwise be issuable multiplied by the fair Market Price of a Common Share.

5.8 Net Exercise: Subject to prior approval by the Administrators, a Participant, excluding Investor Relations Service Providers, may elect to surrender for cancellation to the Corporation any vested Options being exercised and the Corporation will issue to the Participant, as consideration for the surrender of such Options, that number of Common Shares (rounded down to the nearest whole Common Share) on a net issuance basis in accordance with the following formula below:

$$
X = \frac {Y (A - B)}{A}
$$

where:

X = The number of Common Shares to be issued to the Participant in consideration for the net exercise of the Options under this section 5.8;

Y = The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation;

A = The VWAP of the Common Shares; and

B = The Exercise Price for such Options.

The Corporation may elect to forego any deduction in accordance with subsection 110(1.1) of the Income Tax Act (Canada) with respect to Options settled on a net exercise basis.

In the event of a cashless exercise or net exercise, the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Corporation, must be included in calculating the limits set forth in subsections 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.3(b) and 2.3(c).

5.9 Taxes and Source Deductions: The Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit pursuant to the Withholding Obligations in connection with this Plan, any Options or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, at its discretion: (i) deduct and withhold those amounts it is required to remit, pursuant to the Withholding Obligations, from any cash remuneration or other amount payable to the Participant, whether or not related to the Plan, the exercise of any Options or the issue of any Common Shares; or (ii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on the exercise of Options may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or

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making arrangements satisfactory to the Corporation for the payment in a timely manner of all taxes required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant. This section will not supersede the requirements under TSXV Policy 4.4 nor potentially result in the alteration of the Exercise Price.

5.10 Rights Upon an Event of Termination:

(a) If an Event of Termination has occurred in respect of a Participant, any unvested Options, to the extent not available for exercise as of the date of the Event of Termination, shall, unless otherwise determined by the Administrators in their discretion, vest before the earlier of (i) the vesting schedule set out in the applicable Option Agreement; and (ii) 12 months after the date of the Event of Termination (provided that for an Event of Termination that is for "just cause", any unvested Options shall be forfeited). There can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the TSXV.

(b) Except as otherwise stated herein or otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an employment agreement or consulting agreement with an Eligible Person (provided such determination does not exceed a maximum of one year), upon the occurrence of an Event of Termination in respect of a Participant, any vested Options granted to the Participant that are available for exercise may be exercised only before the earlier of:

(i) the expiry of the Option; and
(ii) twelve months after the date of the Event of Termination.

(c) Notwithstanding the foregoing subsections 5.10(a) and (b), if a Participant's employment is terminated for just cause or if a Participant resigns without good reason, each Option held by the Participant, whether or not then exercisable, shall forthwith and automatically be cancelled and may not be exercised by the Participant.

(d) For the purposes of this Plan and all matters relating to the Options, the date of the Event of Termination shall be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

(e) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Options in accordance with this section 5.10, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant's death.

5.11 Record Keeping: The Corporation shall maintain an Option register in which shall be recorded:

(a) the name and address of each holder of Options;

(b) the number of Common Shares subject to Options granted to each holder of Options;

(c) the term of the Option and Exercise Price, including adjustments for each Option granted; and
(d) any other information which the Corporation considers appropriate to record in such register.

6. AWARD OF DEFERRED SHARE UNITS

6.1 Award of Deferred Share Units:

(a) The Administrators may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person may be given, subject to the conditions stated herein, the right to elect in accordance with subsection 6.1(b) to participate in the grant of additional DSUs pursuant to this Article 6. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 6 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The "Elected Amount" shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the "Cash Fees").

(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Exhibit E hereto (the "Election Notice") with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year in which the services giving rise to the compensation are performed (other than for Director Fees payable for the 2026 financial year to any Electing Person who is not a U.S. Participant as of the date of this Plan, in which case such Electing Person shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Participant, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Participant as of the Effective Date of this Plan and who was not eligible to participate in the Previous Share Unit Plan or in any other deferred compensation plan required to be aggregated with this Plan for purposes of Section 409A of the Code, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and in the case of a newly appointed Electing Person who is a U.S. Participant, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to subsection 6.1(d), the election of an Electing Person under subsection 6.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.

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(d) Each Electing Person who is not a U.S. Participant is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Exhibit F hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a Blackout Period. Thereafter, any portion of such Electing Person's Cash Fees payable or paid in the same calendar year and, subject to complying with subsection 6.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 6, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Participant to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year, and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Exhibit G is delivered.

(e) Any DSUs granted pursuant to this Article 6 prior to the delivery of a termination notice pursuant to subsection 6.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Administrator, by (ii) the Market Price of a Common Share on the Award Date.

(g) In addition to the foregoing, the Administrators may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Administrators may prescribe, award DSUs to any Participant.

6.2 Deferred Share Unit Agreement: Upon the award of each Deferred Share Unit to a Participant, a Deferred Share Unit Agreement shall be delivered by the Administrators to the Participant.

6.3 Vesting: Subject to sections 6.7 and 7.2, the Administrators shall determine the vesting criteria applicable to Deferred Share Units, and Deferred Share Units shall not vest on a date that is earlier than 12 months following the date of grant or issue.

6.4 Blackout Periods: Should the date of vesting of a Deferred Share Unit fall within a Blackout Period formally imposed by the Corporation, such date of vesting shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Blackout Period, such tenth Business Day to be considered the date of vesting for such Deferred Share Unit for all purposes under the Plan. Notwithstanding section 7.4 hereof, the ten Business Day period referred to in this section 6.4 may not be extended by the Board.

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6.5 Settlement:

(a) DSUs shall be settled on the date established in the Deferred Share Unit Agreement; provided, however that in no event shall a DSU be settled prior to a Participant's Termination Date, or, in the case of a Canadian Participant, later than one year following the date of the applicable Canadian Participant's Termination Date. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU be settled later than three years following the date of the applicable Participant's Termination Date. If the Deferred Share Unit Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the Participant's Termination Date, subject to the delay that may be required pursuant to the Code in the case of a U.S. Participant. Subject to the Code in the case of a U.S. Participant, and except as otherwise provided in a Deferred Share Unit Agreement, on the settlement date for any DSU, each vested DSU will be redeemed for:

(i) one fully paid and non-assessable Common Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Common Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Administrators in their discretion.

(b) Any cash payments made under this section 6.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation's payroll in the pay period that the settlement date falls within.

6.6 Taxes and Source Deductions:

the Corporation or an affiliate of the Corporation may take such reasonable steps for the deduction and withholding of any taxes and other required source deductions which the Corporation or the affiliate, as the case may be, is required by any law or regulation of any governmental authority whatsoever to remit pursuant to the Withholding Obligations in connection with this Plan, any Deferred Share Units or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, at its discretion: (i) deduct and withhold those amounts it is required to remit pursuant to the Withholding Obligations from any cash remuneration or other amount payable to the Participant, whether or not related to the Plan, the vesting or settlement of any Deferred Share Units or the issue of any Common Shares; (ii) allow the Participant to make a cash payment to the Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant; or (iii) settle a portion of vested Deferred Share Units of a Participant in cash equal to the amount the Corporation is required to remit, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the appropriate governmental authority for the account of the Participant. Where the

21 -

Corporation considers that the steps undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to a Participant on settlement of any Deferred Share Units may be made conditional upon the Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment to it in a timely manner of all taxes required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant. This section will not supersede the requirements under TSXV Policy 4.4 nor potentially result in the alteration of the price of the vested Deferred Share Units.

6.7 Rights Upon an Event of Termination:

(a) Subject to subsection 2.3(e), if an Event of Termination has occurred in respect of any Participant, any and all Common Shares corresponding to any vested Deferred Share Units in the Participant's DSU Account shall be issued as soon as practicable after the Event of Termination to the former Participant in accordance with section 6.5 hereof.

(b) If an Event of Termination has occurred in respect of any Participant, any unvested Deferred Share Units in the Participant's DSU Account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Corporation in an agreement with an Eligible Person, and subject to the requirements set out in section 4.6 of TSXV Policy 4.4, vest and be settled before the earlier of (i) the vesting schedule set out in the applicable Deferred Share Unit Agreement; and (ii) 12 months after the date of the Event of Termination.

(c) If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Deferred Share Units in accordance with this section 6.7, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant's death.

(d) Subject to subsection 2.3(e) and the requirements set out in section 4.6 of TSXV Policy 4.4, notwithstanding the foregoing subsection (b), if a Participant retires in accordance with the Corporation's retirement policy, at such time, any unvested performance-based Deferred Share Units in the Participant's DSU Account shall not be forfeited by the Participant or cancelled and instead shall be eligible to become vested in accordance with the vesting conditions set forth in the applicable Deferred Share Unit Agreement after such retirement (as if retirement had not occurred), but only if the performance vesting criteria, if any, are met on the applicable date.

(e) Notwithstanding the foregoing subsection 6.7(b), for greater certainty, if a Participant's employment is terminated for just cause or if a Participant resigns without good reason, each unvested Deferred Share Unit in the Participant's DSU Account shall forthwith and automatically be forfeited by the Participant and cancelled.

(f) For the purposes of this Plan and all matters relating to the Deferred Share Units, the date of the Event of Termination shall be determined without regard to any applicable severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

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6.8 Deferred Share Unit Account: A separate notional account for Deferred Share Units shall be maintained for each Participant (which, for greater certainty includes Electing Persons) (a "DSU Account"). Each DSU Account will be credited with Deferred Share Units awarded to the Participant from time to time pursuant to section 6.1 hereof by way of a bookkeeping entry in the books of the Corporation.

6.9 Record Keeping: the Corporation shall maintain records in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Deferred Share Units credited to each Participant's DSU Account;
(c) any and all adjustments made to Deferred Share Units recorded in each Participant's DSU Account; and
(d) any other information which the Corporation considers appropriate to record in such records.

GENERAL

7.1 Effective Date of Plan: The Plan shall be effective as of the Effective Date.

7.2 Change of Control:

(a) If there is a Change of Control transaction then, notwithstanding any other provision of this Plan except subsection 4.3(d) which will continue to apply in all circumstances, any or all unvested Restricted Share Units, any or all Options (whether or not currently exercisable) and any or all unvested Deferred Share Units shall automatically vest or become exercisable, as applicable, such that Participants under the Plan shall be able to participate in the Change of Control transaction, including, at the election of the holder thereof, by surrendering such Restricted Share Units, Options and Deferred Share Units to the Corporation or a third party or exchanging such Restricted Share Units, Options or Deferred Share Units, for consideration in the form of cash and/or securities, to be determined by the Administrators in their sole discretion, subject to any necessary Exchange approvals. For greater certainty, the occurrence of a Change of Control will not trigger the right of a Participant to receive a payment in respect of a Deferred Share Unit prior to a Termination Date for such Participant. For clarity, Restricted Share Units, Options or Deferred Share Units of a Participant will only be accelerated as contemplated in this subsection 7.2(a) if such Participant ceases to be an Eligible Person in connection with the Change of Control. Notwithstanding the foregoing, with respect to Options of U.S. Participants, any exchange, substitution or amendment of such Options will occur only to the extent and in a manner that will not result in the imposition of taxes under Section 409A of the Code, and with respect to Restricted Share Units or Deferred Share Units, as applicable, of U.S. Participants, any surrender or other modification of Restricted Share Units or Deferred Share Units, as applicable, will occur only to the extent such surrender or other modification will not result in the imposition of taxes under Section 409A of the Code. Notwithstanding the foregoing, there can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the TSXV.

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7.3 Reorganization Adjustments:

(a) In the event of any declaration by the Corporation of any stock dividend payable in securities (other than a dividend which may be paid in cash or in securities at the option of the holder of Common Shares), or any subdivision or consolidation of Common Shares, reclassification or conversion of Common Shares, or any combination or exchange of securities, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off involving the Corporation, distribution (other than normal course cash dividends) of company assets to holders of Common Shares, or any other corporate transaction or event involving the Corporation or the Common Shares, the Administrators, in the Administrators' sole discretion, may, subject to any relevant resolutions of the Board and any necessary Exchange approvals, and without liability to any person, make such changes or adjustments, if any, as the Administrators consider fair or equitable, in such manner as the Administrators may determine, to reflect such change or event including, without limitation, adjusting the number of Options, Restricted Share Units and Deferred Share Units outstanding under this Plan, the type and number of securities or other property to be received upon exercise or redemption thereof, and the Exercise Price of Options outstanding under this Plan, provided that the value of any Option, Restricted Share Unit and Deferred Share Units immediately after such an adjustment, as determined by the Administrators, shall not exceed the value of such Option, Restricted Share Unit and Deferred Share Units prior thereto, as determined by the Administrators.

(b) Notwithstanding the foregoing, with respect to Options, Restricted Share Units and Deferred Share Units of U.S. Participants, such changes or adjustments will be made in a manner so as to not result in the imposition of taxes under Section 409A of the Code and will comply with the requirements in subsection 4.3(d).

(c) The Corporation shall give notice to each Participant in the manner determined, specified or approved by the Administrators of any change or adjustment made pursuant to this section and, upon such notice, such adjustment shall be conclusive and binding for all purposes.

(d) The Administrators may from time to time, subject to any necessary Exchange approvals, adopt rules, regulations, policies, guidelines or conditions with respect to the exercise of the power or authority to make changes or adjustments pursuant to section 7.2 or subsection 7.3(a). The Administrators, in making any determination with respect to changes or adjustments pursuant to section 7.2 or subsection 7.3(a) shall be entitled to impose such conditions as the Administrators consider or determine necessary in the circumstances, including conditions with respect to satisfaction or payment of all applicable taxes (including, but not limited to, withholding taxes).

7.4 Amendment or Termination of Plan:

The Board may amend this Plan or any Restricted Share Unit or any Option or any Deferred Share Unit at any time without the consent of Participants provided that such amendment shall:

(a) not adversely alter or impair any Restricted Share Unit previously awarded or any Option previously granted or any Deferred Share Unit previously awarded except

24 -

as permitted by the provisions of section 7.3 hereof, and, with respect to Restricted Share Units, Options and Deferred Share Units of U.S. Participants, such amendment will not result in the imposition of taxes under Section 409A of the Code;

(b) be subject to any regulatory approvals including, where required, the approval of the Exchange; and

(c) be subject to shareholder approval, where required by the requirements of the Exchange, provided that shareholder approval shall not be required for the following amendments:

(i) amendments of a "housekeeping nature", including any amendment to the Plan or a Restricted Share Unit or Option or Deferred Share Unit that is necessary to comply with applicable laws, tax or accounting provisions or the requirements of any regulatory authority or stock exchange and any amendment to the Plan or a Restricted Share Unit or Option or Deferred Share Unit to correct or rectify any ambiguity, defective provision, error or omission therein, including any amendment to any definitions therein; and

(ii) amendments that are necessary or desirable for Restricted Share Units or Options or Deferred Share Units to qualify for favourable treatment under any applicable tax law; and

(d) be subject to disinterested shareholder approval in the event of any reduction in the Exercise Price, or the extension of the term, of any Option granted under the Plan to an Insider Participant.

For greater certainty and subject to approval by the TSXV (if applicable), shareholder approval shall be required in circumstances where an amendment to the Plan would:

(a) change from a fixed maximum percentage of issued and outstanding Common Shares to a fixed maximum number of Common Shares;

(b) increase the limits in section 2.2;

(c) reduce the Exercise Price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower Exercise Price to the same person);

(d) extend the term of any Option beyond the original term (except if such period is being extended by virtue of section 5.4 hereof); or

(e) amend this section 7.4.

7.5 Termination: The Administrators may terminate this Plan at any time in their absolute discretion. If the Plan is so terminated, no further Restricted Share Units shall be awarded and no further Options shall be granted and no further Deferred Share Units shall be awarded, but the Restricted Shares Units then outstanding and credited to Participants' RSU Accounts and the Options then outstanding and the Deferred Share Units then outstanding and credited to Participants' DSU Accounts shall continue in full force and effect in accordance with the provisions of this Plan. Any termination of this

25 -

Plan shall occur in a manner that will not result in the imposition of taxes on a U.S. Participant under Section 409A of the Code.

7.6 Transferability: A Participant shall not be entitled to transfer, assign, charge, pledge or hypothecate, or otherwise alienate, whether by operation of law or otherwise, the Participant's Restricted Share Units or Options or Deferred Share Units or any rights the Participant has under the Plan.

7.7 Rights as a Shareholder: Under no circumstances shall the Restricted Share Units or Options or Deferred Share Units be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares (including, but not limited to, the right to dividend equivalent payments).

7.8 Credits for Dividends:

(a) Subject to subsection 7.8(b), whenever cash or other dividends are paid on Common Shares, additional Restricted Share Units or Deferred Share Units, as applicable, will be automatically granted to each Participant who holds Restricted Share Units or Deferred Share Units, as applicable, on the record date for such dividends. The number of such Restricted Share Units or Deferred Share Units (rounded to the nearest whole Restricted Share Unit or Deferred Share Unit, as applicable) to be credited to such Participant as of the date on which the dividend is paid on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate value of the cash or other dividends that would have been paid to such Participant if the Participant's Restricted Share Units or Deferred Share Units, as applicable, as of the record date for the dividend had been Common Shares, is divided by (ii) the Market Price of the Common Shares as of the date on which the dividend is paid on the Common Shares. Restricted Share Units and Deferred Share Units granted to a Participant pursuant to this section 7.8 shall be subject to the same vesting conditions (time and performance (as applicable)) as the Restricted Share Units and the Deferred Share Units, as applicable, to which they relate.

(b) In the event that the number of Restricted Share Units or the Deferred Share Units, as applicable, to be granted in accordance with subsection 7.8(a) would result in the number of Common Shares issuable pursuant to all Security Based Compensation granted or awarded hereunder to exceed the limits set out in subsections 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.3(b) and 2.3(c), such Restricted Share Units or Deferred Share Units, as applicable, shall not be granted and the Administrators may determine, in their sole discretion, to make a cash payment to the Participant in lieu thereof equal to the aggregate value determined pursuant to subsection 7.8(a).

(c) No dividends or dividend rights shall be paid on Options and no Options shall be granted as a result of payment of dividends on Common Shares.

7.9 No Effect on Employment, Rights or Benefits:

(a) The terms of employment shall not be affected by participation in the Plan.

(b) Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue as a Director, Officer, Employee or Consultant

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nor interfere or be deemed to interfere in any way with any right of the Corporation, the Board or the shareholders of the Corporation to remove any Participant from the Board or of the Corporation or any Subsidiary to terminate any Participant's employment or agreement with a Consultant at any time for any reason whatsoever.

(c) Under no circumstances shall any person who is or has at any time been a Participant be able to claim from the Corporation or any Subsidiary any sum or other benefit to compensate for the loss of any rights or benefits under or in connection with this Plan or by reason of participation in this Plan.

7.10 Market Value of Common Shares: The Corporation makes no representation or warranty as to the future market value of any Common Shares. No Participant shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted to or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the market value of the shares of the Corporation or a corporation related thereto.

7.11 Compliance with Applicable Law:

(a) 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. Notwithstanding the foregoing, the Corporation shall have no obligation to register any securities provided for in this Plan under the 1933 Act.

(b) The award of Restricted Share Units, the grant of Options, the award of Deferred Share Units and the issuance of Common Shares under this Plan shall be carried out in compliance with applicable statutes and with the regulations of governmental authorities and the Exchange. If the Administrators determine in their discretion that, in order to comply with any such statutes or regulations, certain action is necessary or desirable as a condition of or in connection with the award of a Restricted Share Unit, the grant of an Option, the award of a Deferred Share Unit or the issue of a Common Share upon the vesting of a Restricted Share Unit or exercise of an Option or settlement of a Deferred Share Unit, as applicable, that Restricted Share Unit may not vest in whole or in part, that Option may not be exercised in whole or in part and that the Deferred Share Unit may not vest in whole or in part, as applicable, unless that action shall have been completed in a manner satisfactory to the Administrators. In addition, unless the Restricted Share Units, the Options, the Deferred Share Units and the Common Shares issuable pursuant to the Restricted Share Units, Options and Deferred Share Units, as applicable, have been registered under the 1933 Act and any applicable U.S. state securities laws, all rights of a Participant under this Plan shall be subject to and conditioned upon the availability of exemptions or exclusions from the registration requirements of the 1933 Act and any applicable U.S. state securities, as determined by the Corporation in its sole discretion. Any Restricted Share Units or Options or Deferred Share Units granted or issued to a person in the United States or a U.S. Person, as well as the issue of Common Shares pursuant thereto, will result in any certificate representing such securities bearing a United States restrictive legend restricting transfer of such securities under United States federal and state securities laws.

(c) If the Common Shares are listed on the TSXV and the award of Restricted Share Units, grant of Options or award of Deferred Share Units and the issuance of Common Shares under this Plan is made to a Director, Officer, Consultant, promoter (as such term is defined in Policy 1.1 of the TSXV) or other insider of the Corporation, and unless the respective award, grant or issuance or is qualified by prospectus, or issued under a securities take-over bid, rights offering, amalgamation, or other statutory procedure, then the Restricted Share Unit Agreement, Option Agreement or the Deferred Share Unit Agreement will bear an Exchange Hold Period (as such term is defined in Policy 1.1 of the TSXV), and the following legend will be inserted onto the first page of the Restricted Share Unit Agreement, Option Agreement and the Deferred Share Unit Agreement:

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY UNDERLYING SECURITIES 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 _, 20_ [i.e., four months and one day after the date of grant]."

For greater certainty, the Exchange Hold Period also applies when Options are granted to any Participants with the Exercise Price that is less than the applicable Market Price.

7.12 Governing Law: This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.13 Subject to Approval: The Plan is adopted subject to the approval of the TSXV and any other required regulatory approval. To the extent a provision of the Plan requires regulatory approval which is not received, such provision shall be severed from the remainder of the Plan until the approval is received and the remainder of the Plan shall remain in effect.

7.14 Special Terms and Conditions Applicable to U.S. Participants: Options issued to U.S. Participants are intended to be exempt from Section 409A of the Code pursuant to Treas. Reg. Section 1.409A-1(b)(5)(i)(A) and the Plan and such Options will be construed and administered accordingly. Options may be issued to U.S. Participants under the Plan only if the shares with respect to the Options qualify as "service recipient stock" as defined in Treas. Reg. Section 1.409A-1(b)(5)(E)(iii). Restricted Share Units and Deferred Share Units awarded to U.S. Participants are intended to be compliant with Section 409A of the Code and such Restricted Share Units and Deferred Share Units will be construed and administered accordingly. Any waiver or acceleration of vesting under the Plan or any Restricted Share Unit Agreement for a U.S. Participant may occur only to the extent that such acceleration or waiver will not result in the imposition of taxes under Section 409A of the Code. Any payments made under this Plan or any Restricted Share Unit Agreement or any Deferred Share Unit Agreement to a U.S. Participant as a result of a termination of employment that are deemed to be subject to Section 409A of the Code shall occur only if such termination constitutes a "separation from service" as defined in Treas. Reg. 1.409A-1(h). Additionally, any payments resulting from a separation from service made to a U.S. Participant who is a "specified employee" as defined in Treas. Reg. 1.409A-1(i) shall be subject to the six month delay

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in payments required by Treas. Reg. 1.409A-1(3)(v) if such payments are deemed to be subject to Section 409A of the Code. Although the Corporation intends Options, Restricted Share Units and Deferred Share Units granted to U.S. Participants to be exempt from or compliant with Section 409A of the Code, the Corporation makes no representation or guaranty as to the tax treatment of such Options, Restricted Share Units and Deferred Share Units. Each U.S. Participant (and any beneficiary or the estate of the Participant, as applicable) is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Participant in connection with this Plan. Neither the Corporation nor any affiliate, nor any employee or director of the Corporation or an affiliate, shall have any obligation to indemnify or otherwise hold such U.S. Participant, beneficiary or estate harmless from any or all such taxes or penalties.

APPROVED by the directors of the Corporation on the 11th day of February, 2026.

EXHIBIT A

THE RESTRICTED SHARE UNITS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

(Insert if required: WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY UNDERLYING SECURITIES 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 ____, 20__ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].)

RESTRICTED SHARE UNIT AGREEMENT

Notice is hereby given that, effective this __ day of _, _ (the "Restricted Share Grant Date") Cassiar Gold Corp. (the "Corporation") has granted to _ (the "Participant"), _ Restricted Share Units pursuant to the Corporation's Share Compensation Plan (the "Plan"), a copy of which has been provided to the Participant.

Capitalized terms used but not defined herein have the meanings given to them in the Plan.

Restricted Share Units are subject to the following terms:

(a) Pursuant to the Plan and as compensation to the Participant, the Corporation hereby grants to the Participant, as of the Restricted Share Grant Date, the number of Restricted Share Units set forth above.

(b) The granting and vesting of the Restricted Share Units and the payment by the Corporation of any payout in respect of any Vested Restricted Share Units (as defined below) are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Restricted Share Unit Agreement.

(c) The Restricted Share Units shall become vested restricted share units (the "Vested Restricted Share Units") in accordance with the following schedule:

(i) [Note: Insert vesting conditions] (each a "Vesting Date").

(d) As soon as reasonably practicable and no later than 60 days following the Vesting Date, or, if the Participant is not a U.S. Participant (as defined in the Plan), such later date mutually agreed to by the Corporation and the Participant, the Participant shall be entitled to receive, and the Corporation shall issue or

provide, a payout with respect to those Vested Restricted Share Units in the Participant's RSU Account to which the Vesting Date relates (each a "Payout Date"):

(i) a lump sum payment in cash equal to the number of vested Restricted Share Units recorded in the Participant's RSU Account multiplied by the Market Price of a Common Share on the Payout Date;

(ii) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant's Restricted Share Units in the Participant's RSU Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or

(iii) any combination of the foregoing.

subject to any applicable Withholding Obligations.

(e) The Participant acknowledges that:

(i) he or she has received and reviewed a copy of the Plan; and

(ii) the Restricted Share Units have been granted to the Participant under the Plan and are subject to all of the terms and conditions of the Plan to the same effect as if all of such terms and conditions were set forth in this Restricted Share Unit Agreement, including with respect to termination and forfeiture as set out in section 4.7 of the Plan.

Notwithstanding anything to the contrary in this Restricted Share Unit Agreement, all vesting and issuances or payments, as applicable, in respect of a Restricted Share Unit evidenced hereby shall be completed no later than December 15 of the third calendar year commencing after the Restricted Share Grant Date;

The grant of the Restricted Share Units evidenced hereby is made subject to the terms and conditions of the Plan. The Participant agrees that he/she may suffer tax consequences as a result of the grant of these Restricted Share Units and the vesting of the Restricted Share Units. The Participant acknowledges that he/she is not relying on the Corporation for any tax advice and has had an adequate opportunity to obtain advice of independent tax counsel.

The Participant represents and warrants to the Corporation that (i) under the terms and conditions of the Plan, the Participant is a bona fide Eligible Person (as defined in the Plan) entitled to receive Restricted Share Units; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Restricted Share Units for the benefit of a person in the United States or a U.S. Person; or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Corporation may condition awards and elections under the Plan upon receiving from the undersigned such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion.

In the event of any inconsistency between the terms of this Restricted Share Unit Agreement and the Plan, the terms of the Plan shall prevail unless otherwise determined in the Plan.

CASSIAR GOLD CORP.

Authorized Signatory

Signature of Participant

Name of Participant

EXHIBIT B

THE OPTIONS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATIONS UNDER THE 1933 ACT.

OPTION AGREEMENT

Notice is hereby given that, effective this __ day of _, (the “Effective Date”) Cassiar Gold Corp. (the “Corporation”) has granted to __ (the “Participant”), Options to acquire _ Common Shares (the “Optioned Shares”) up to 4:30 p.m. Pacific Time on the __ day of _, (the “Option Expiry Date”) at an Exercise Price of CDN$ ____ per Optioned Share pursuant to the Corporation’s Share Compensation Plan (the “Plan”), a copy of which is attached hereto.

Capitalized terms used but not defined herein have the meanings given to them in the Plan.

Optioned Shares may be acquired as follows:

(a) [insert vesting provisions, if applicable]; and
(b) [insert hold period when required].

The grant of the Options evidenced hereby with the Option Expiry Date indicated above, is made subject to the terms and conditions of the Plan. The Participant agrees that he/she may suffer tax consequences as a result of the grant of these Options, the exercise of the Options and the disposition of Optioned Shares. The Participant acknowledges that he/she is not relying on the Corporation for any tax advice and has had an adequate opportunity to obtain advice of independent tax counsel.

The Participant represents and warrants that (i) under the terms and conditions of the Plan the Participant is a bona fide Eligible Person (as defined in the Plan) entitled to receive Options; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Options or any Optioned Shares for the benefit of a person in the United States or a U.S. Person; or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Participant understands that the Options may not be

exercised in the United States or by or on behalf of a U.S. Person unless the Options and the Option Shares have been registered under the 1933 Act or are exempt from registration thereunder. The Corporation may condition the exercise of the Options upon receiving from the Participant such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable state securities laws as is satisfactory to the Corporation, acting in its sole discretion.

In the event of any inconsistency between the terms of this Option Agreement and the Plan, the terms of the Plan shall prevail.

CASSIAR GOLD CORP.

Authorized Signatory

Signature of Participant

Name of Participant

EXHIBIT C

NOTICE OF OPTION EXERCISE

TO: CASSIAR GOLD CORP. (the "Corporation")

FROM:

DATE:

The undersigned hereby irrevocably gives notice, pursuant to the Corporation's Share Compensation Plan (the "Plan"), of the exercise of the Options to acquire and hereby subscribes for:

[check one]

☐ (a) all of the Optioned Shares; or
☐ (b) ___ of the Optioned Shares,

which are the subject of the Option Agreement attached hereto.

Calculation of total Exercise Price:

(i) number of Optioned Shares to be acquired on exercise: ___
Optioned Shares

(ii) multiplied by the Exercise Price per Optioned Share: $ ___

TOTAL EXERCISE PRICE, enclosed herewith (unless this is a cashless exercise): $ ___

A. ☐ The undersigned (i) at the time of exercise of these Options is not in the "United States" or a "U.S. Person" (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act")) and is not exercising these Options on behalf of a person in the United States or U.S. Person; and (ii) did not execute or deliver this Notice of Option Exercise in the United States.

B. ☐ The undersigned has delivered an opinion of counsel of recognized standing or other evidence in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act, and applicable state securities laws is available for the issuance of the Optioned Shares.

Note: The undersigned understands that unless Box A is checked, the certificates representing the Optioned Shares will bear a legend restricting transfer without registration under the 1933 Act and applicable state securities laws unless an exemption from registration is available.

Note: Certificates representing the Optioned Shares will not be registered or delivered to an address in the United States unless Box B above is checked.

Note: If Box B is checked, any opinion or other evidence tendered must be in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel or other evidence in connection with the exercise of Options should contact the Corporation in advance to determine whether any opinions to be tendered or other evidence will be acceptable to the Corporation.

I hereby:

☐ (a) unless this is a cashless exercise, enclose a cheque payable to “Cassiar Gold Corp.” for the aggregate Exercise Price plus the amount of the estimated Withholding Obligations and agree that I will reimburse the Corporation for any amount by which the actual Withholding Obligations exceed the estimated Withholding Obligations; or

☐ (b) advise the Corporation that I am exercising the above Options on a cashless exercise basis, in compliance with the procedures established from time to time by the Administrators for cashless exercises of Options under the Plan. I will consult with the Corporation to determine what additional documentation, if any, is required in connection with my cashless exercise of the above Options. I agree to comply with the procedures established by the Corporation for cashless exercises and all terms and conditions of the Plan. Please prepare the Optioned Shares certificates, if any, issuable in connection with this exercise in the following name(s):

Signature of Participant

Name of Participant

Letter and consideration/direction received on __, 20.

CASSIAR GOLD CORP.

By:

[Name]

[Title]

EXHIBIT D

THE DEFERRED SHARE UNITS AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

DEFERRED SHARE UNIT AGREEMENT

Notice is hereby given that, effective this __ day of _, (the "Deferred Share Grant Date") Cassiar Gold Corp. (the "Corporation") has granted to _ (the "Participant"), Deferred Share Units pursuant to the Corporation's Share Compensation Plan (the "Plan"), a copy of which has been provided to the Participant.

Deferred Share Units are subject to the following terms:

The Deferred Share Units shall become vested deferred share units (the "Vested Deferred Share Units") on the 12 month anniversary of the Deferred Share Grant Date. [Note: Insert performance criteria to vesting, if any.]
The terms and conditions of the Plan, and the Election Notice executed by the Participant named below, are hereby incorporated by reference as terms and conditions of this Deferred Share Unit Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings set out in the Plan.
The determination by the Corporation of any question which may arise as to the interpretation or implementation of the Plan or any of the Deferred Share Units granted hereunder shall be final and binding on the Participant and other persons claiming or deriving rights through him or her.
The Corporation's issuance of any Deferred Share Units or the obligation to make any payments under the Plan is subject to compliance with applicable laws. As a condition of participating in the Plan, the Participant agrees to comply with all such applicable laws and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such applicable laws.

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Neither the Plan nor any action taken thereunder shall interfere with the right of the shareholders of the Corporation to remove a Participant from the Board.
This Deferred Share Unit Agreement and the rights of all parties and the construction of each and every provision hereof and of the Plan and any Deferred Share Units granted hereunder shall be construed according to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding reference to conflicts of laws principles.

DATED effective the __ day of __, 20__

CASSIAR GOLD CORP.

By:

[Name]
[Title]

ACKNOWLEDGEMENT OF PARTICIPANT

I have read the foregoing Deferred Share Unit Agreement and a copy of the Plan which has been provided to me and hereby accept the Deferred Share Units in accordance with and subject to the terms and conditions of this Deferred Share Unit Agreement and the Plan. I agree to be bound by the terms and conditions of this Deferred Share Unit Agreement and the Plan governing the award.

Date

(Name of Director) [Please Print]

(Signature of Director)

EXHIBIT E

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Share Compensation Plan (the "Plan") of Cassiar Gold Corp. (the "Corporation").

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 6 of the Plan and to receive ___% of my Cash Fees in the form of DSUs in lieu of cash.

I confirm that:

I have received and reviewed a copy of the terms of the Plan, and I agree to be bound by them.
I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs is based on the value of the shares of the Corporation and therefore is not guaranteed.
To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan's text.

Date: _______

Signature of Participant

Name of Participant

EXHIBIT F

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

(FOR PARTICIPANTS WHO ARE NOT U.S. PARTICIPANTS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Share Compensation Plan (the "Plan") of Cassiar Gold Corp. (the "Corporation").

Notwithstanding my previous election in the form Exhibit E of to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 6 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date: _________

Signature of Participant

Name of Participant

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

EXHIBIT G

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUS

(U.S. PARTICIPANTS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Share Compensation Plan (the "Plan") of Cassiar Gold Corp. (the "Corporation").

Notwithstanding my previous election in the form of Exhibit E to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 6 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date: _______

Signature of Participant

Name of Participant

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

SCHEDULE B
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CASSIAR GOLD CORP.

CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors (the “Board of Directors” or “Board”) of Cassiar Gold Corp. (“Cassiar” or the “Corporation”) in fulfilling its responsibilities by reviewing: the financial reports and other financial information provided by Cassiar to any governmental body or the public; Cassiar’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; and Cassiar’s auditing, accounting and financial reporting processes generally. Consistent with this function, the Audit Committee should endeavour to encourage continuous improvement of, and should endeavour to foster adherence to, the Corporation’s policies, procedures and practices at all levels. In performing its duties, the external auditor is to report directly to the Audit Committee. The Audit Committee’s primary objectives are:

To assist directors meet their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;
To provide better communication between directors and external auditors;
To assist the Board’s oversight of the auditor’s qualifications and independence;
To assist the Board’s oversight of the credibility, integrity and objectivity of financial reports;
To strengthen the role of the outside directors by facilitating discussions between directors on the Audit Committee, management and external auditors;
To assist the Board’s oversight of the performance of the Corporation’s internal audit function and independent auditors;
To assist the Board’s oversight of the Corporation’s compliance with legal and regulatory requirements; and
To review the risks that may affect Cassiar and the risk management policies and procedures of the Corporation.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined by the Board of Directors, except as otherwise permitted in MI 52-110 (as defined below), a majority of whom are “independent” (as such term is defined in National Instrument 52-110 — Audit Committees (“NI 52-110”). All of the members of the Audit Committee shall be “financially literate”. The Board of Directors has adopted the definition for “financial literacy” used in NI 52-110, which definition is set forth in Schedule “B”, attached hereto. Audit Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Corporation or an outside consultant. In addition, at least one member of the Audit Committee must have accounting or related financial management expertise, as the Corporation’s Board of Directors interprets such qualification in its business judgment.

The members of the Audit Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors and remain as members of the Audit Committee until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.

III. MEETINGS

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee should meet at least annually with management, internal auditors (if any) and the independent auditors in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately. In addition, the Audit Committee or at least its Chair should meet with the independent auditors and management quarterly to review the Corporation’s financials consistent with Section IV.4 below. The Audit Committee should also meet with management and independent auditors on an annual basis to review and discuss annual financial statements and the management’s discussion and analysis of financial conditions and results of operations.

A quorum for meetings of the Audit Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Audit Committee shall be the same as those governing the Board.

IV. RESPONSIBILITIES AND DUTIES

To fulfil its responsibilities and duties, the Audit Committee shall endeavour to:

Documents/Reports Review

Review and update this Charter, at least annually, as conditions dictate.
Review and recommend to the Board the organization’s annual and interim financial statements, MD&A, earnings press releases and review any reports or other financial information submitted to any governmental body or the public, including any certification, report, opinion or review rendered by the independent auditors.
Review the reports to management prepared by the independent auditors and management’s responses.
Review with financial management and the independent auditors the quarterly financial statements prior to their filing or prior to the release of earnings. The Chair of the Audit Committee may represent the entire Audit Committee for purposes of this review.
Review significant findings during the year, including the status of previous significant audit recommendations.
Periodically assess the adequacy of procedures for the review of corporate disclosure that is derived or extracted from the financial statements.
Periodically discuss guidelines and policies to govern the processes by which the Chief Executive Officer and senior management assess and manage the Corporation’s exposure to risk.
Report regularly to the Board any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, compliance with legal or regulatory requirements, performance and independence of the Corporation’s auditors, or performance of the internal audit function.
To prepare, if required, an Audit Committee report to be included in the Corporation’s annual information circular and proxy statement.
Preparing an annual performance evaluation of the Audit Committee.
At least annually, reviewing the report by the independent auditors describing the Corporation’s internal quality control procedures, any material issues raised by the most recent interim quality control review, or peer review, of the Corporation or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps to deal with any such issues.

Independent Auditors

Recommend to the Board the external auditors to be nominated for appointment by the shareholders.
Approve the compensation of the external auditors.
On an annual basis, the Audit Committee should review and discuss with the auditors all significant relationships the auditors have with the Corporation to determine the auditors’ independence. In addition, the Audit Committee will ensure the rotation of the lead audit partner every five years and, in order to ensure continuing auditor independence, consider the rotation of the audit firm itself.
Review and, as appropriate, resolve any material disagreements between management and the independent auditors and review, consider and make a recommendation to the Board regarding any proposed discharge of the auditors when circumstances warrant.
When there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.
Periodically consult with the independent auditors, without the presence of management, about internal controls and the fullness and accuracy of the organization’s financial statements.
Oversee the establishment of an internal audit function.
Periodically assess the Corporation’s internal audit function, including Corporation’s risk management processes and system of internal controls.
Review the audit scope and plan of the independent auditor.
Oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for Cassiar.
Pre-approve the completion of any non-audit services by the external auditors and determine which non-audit services the external auditor is prohibited from providing. The Audit Committee may delegate to one or more members of the Audit Committee authority to pre-approve non-audit services in satisfaction of this requirement and if such delegation occurs, the pre-approval of non-audit services by the Audit Committee member to whom authority has been delegated must be presented to the Audit Committee at its first scheduled meeting following such pre-approval. The Audit Committee shall be entitled to adopt specific policies and procedures for the engagement of non-audit services if:

(a) the pre-approval policies and procedures are detailed as to the particular service;

(b) the Audit Committee is informed of each non-audit service; and

The Audit Committee will satisfy the pre-approval requirement set forth in this paragraph 22 if:

(a) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than 5% of the total amount of fees paid by Cassiar and its subsidiary entities to the auditors during the fiscal year in which the services are provided;

(b) Cassiar or a subsidiary entity, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

(c) the services are promptly brought to the attention of the Audit Committee and approved, prior to completion of the audit, by the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee.

Review, set and approve hiring policies relating to staff of current and former auditors.

Financial Reporting Processes

In consultation with the independent auditors, annually review the integrity of the organization’s financial reporting processes, both internal and external.
In consultation with the independent auditors, consider annually the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.
Consider and approve, if appropriate, major changes to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors or management.
Review risk management policies and procedures of Cassiar (i.e. litigation and insurance).

Process Improvement

Request reporting to the Audit Committee by each of management and the independent auditors of any significant judgments made in the management’s preparation of the financial statements and the view of each group as to appropriateness of such judgments.
Following completion of the annual audit, review separately with each of management and the independent auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
Review any significant disagreements among management and the independent auditors in connection with the preparation of the financial statements.
Review with the independent auditors and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Audit Committee.)
Conduct and authorize investigations into any matters brought to the Audit Committee’s attention and within the Audit Committee’s scope of responsibilities. The Audit Committee shall be empowered to retain and to approve compensation for any independent counsel and other professionals to assist in the conduct of any investigation.
Review the systems that identify and manage principal business risks.
Establish a procedure for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of Cassiar of concerns regarding questionable accounting matters, auditing matters and matters set forth in Cassiar’s Code of Business Conduct and Ethics.

which procedure shall be set forth in a “whistle blower program” to be adopted by the Audit Committee in connection with such matters.

Ethical and Legal Compliance

Establish, review and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this code.
Review management’s monitoring of the Corporation’s compliance with the organization’s Ethical Code.
In consultation with the auditors, consider the review system established by management regarding the Corporation’s financial statements, reports and other financial information disseminated to governmental organizations and the public in the context of the applicable legal requirements.
On at least an annual basis, review with the Corporation’s auditors or counsel, as appropriate, any legal matters that could have a significant impact on the organization’s financial statements, the Corporation’s compliance with applicable laws and regulations and inquiries received from regulators or government agencies.
Review with the organization’s counsel legal compliance matters including the trading policies of securities.

Other

Perform any other activities consistent with this Charter, Cassiar’s by-laws and governing law, as the Audit Committee or the Board of Directors deems necessary or appropriate.
In connection with the performance of its responsibilities as set forth above, the Audit Committee shall have the authority to engage outside advisors and to pay outside auditors and advisors.

DEFINITIONS - IN THIS CHARTER

"Financially Literate" means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.

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Cassiar Gold Corp. — Proxy Solicitation & Information Statement 2026

46664_rns_2026-02-23_76f24ec0-60a4-45df-aac7-6ac27bccbf1e.pdf

CASSIAR GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

General Meeting Requirements

Notice and Access

Appointment of Proxies

Persons Making the Solicitation

Voting by Internet

Exercise of Discretion by Proxy

Revocation of Proxies

Advice to Beneficial Holders of Securities

MATTERS TO BE ACTED UPON AT THE MEETING

Presentation of Financial Statements

Fixing the Number of Directors

Election of Directors

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Appointment of Auditors

Ratification of Share Option Plan

(1) Purpose of the Share Compensation Plan

(2) Persons eligible to be issued the Awards

(3) Maximum percentage of Common Shares issuable under the Share Compensation Plan

(4) Limits on the amount of Awards that may be issued to any one person

(5) Method for determining the exercise price of Options

(6) Method or formula for calculating prices, values or amounts

(7) Maximum term of Awards

(8) Vesting and acceleration provisions

(9) Dividend entitlement

(11) Cashless Exercise or Net Exercise provision

Cashless Exercise

Net Exercise

(12) Other material information as may be reasonably required Shareholder approval

II. Shareholder Approval

"RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

External management companies

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Incentive Plans

I. Share Option Plan

II. Share Unit Plan

Administration

Eligible Persons

Number of Securities Issued or Issuable

Maximum Grant to Any One Participant

Restricted Share Units

Vesting of Restricted Share Units

Settlement of Restricted Share Units

Deferred Share Units

Vesting of Deferred Share Units

Settlement

Assignability

Other Material Information

Employment, Consulting and Management Agreements

Marco Roque - CEO

Michael Wood - CFO

Oversight and Description of Director and NEO compensation

Base Salaries

Short-Term Incentive Compensation – Cash Bonuses

Long Term Incentive Compensation – Share Based Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE DISCLOSURE

The Board

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

AUDIT DISCLOSURE

Cassiar Gold Corp. Proxy Solicitation & Information Statement 2026