Class 1 Nickel and Technologies Limited — Proxy Solicitation & Information Statement 2021

Jan 5, 2021

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CLASS 1 NICKEL AND TECHNOLOGIES LIMITED

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

WEDNESDAY, FEBURARY 3, 2021 AT 11:00 AM. (TORONTO TIME)

AT

82 RICHMOND STREET EAST,

TORONTO, ONTARIO M5C 1P1

DATED: JANUARY 3, 2021

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CLASS 1 NICKEL AND TECHNOLOGIES LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (the “ Shares ”) of Class 1 Nickel and Technologies Limited (the “ Corporation ”) will be held on February 3, 2021 at 11:00 a.m. (Toronto time) at the offices of DSA Corporate Services Inc., The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario M5C 1P1. The Meeting will be held in person, however, as a result of the cancellation of certain public events in connection with the ongoing COVID-19 pandemic, Shareholders are strongly urged to complete and send their proxies to Capital Transfer Agency Inc. and not attend the Meeting in-person.

• (1) to receive the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2019 and 2018, together with the report of the auditors thereon;

• (2) to set the number of directors to four (4) and empower the Board (as defined below) to determine the number of directors of the Corporation hereafter from time to time by resolution of the board of directors, in accordance with the provisions of the Business Corporations Act (Ontario), and to elect directors of the Corporation who will serve until the next annual meeting of shareholders;

• (3) to re-appoint Wasserman Ramsay, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditor;

• (4) to consider and, if deemed advisable, give the directors the authority to change the name of the Corporation from “Class 1 Nickel and Technologies Limited” to such other name as is authorized by the board of directors of the Corporation and applicable regulatory authorities; as more particularly set out in the circular;

• (5) to consider and, if deemed appropriate, pass with or without variation, an ordinary resolution approving, ratifying, and confirming all acts, proceedings, contracts, appointments, elections, payments and by-laws, done, instituted, made and enacted by the directors and officers of the Corporation since the date of the last annual meeting of the Corporation, being July 31, 2018, as the same are set out or referred to in the

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resolutions of the directors or in the financial statements or otherwise properly enacted, passed, made, done or taken, as more fully described in the Circular; and

• (6) to transact such other business as may properly come before the Meeting or any adjournment thereof.

Additional information relating to the business to be submitted to the Meeting is contained in the management information circular and forms part of this Notice.

The board of directors of the Corporation (the “ Board ” or “ Board of Directors ”) has fixed the close of business on December 7, 2020 as the record date for the purpose of determining Shareholders entitled to receive notice of, and vote at, the Meeting. Only Shareholders of record at the close of business on December 7, 2020 are entitled to vote at the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting.

Registered Shareholders, being those Shareholders whose names appear on the books and records of the Corporation as a registered holder of Shares, who are unable to attend the Meeting should complete, sign, date and return the enclosed form of proxy to Capital Transfer Agency ULC (“CTA”) in accordance with the instructions set out in the form of proxy accompanying the circular no later than 11:00 a.m. (EST) on February 1, 2021.

Non-registered Shareholders, being Shareholders who beneficially own and hold Shares through a broker or other intermediary and who do not hold Shares in their own names, who have received these materials through their broker or another intermediary should refer to the accompanying information circular for further instructions.

Dated at Vaughan, Ontario this 3[rd] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Benjamin Cooper” BENJAMIN COOPER

President, Chief Executive Officer and Director

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CLASS 1 NICKEL AND TECHNOLOGIES LIMITED

82 Richmond Street East, Toronto, Ontario M5C 1P1 Telephone: (416) 454-0166

MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

(Containing information as at January 3, 2021, unless otherwise stated)

SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Class 1 Nickel and Technologies Limited (the “Corporation”), for use at the annual and special meeting (the “Meeting”), of the holders (“Shareholders”) of common shares without par value in the capital of the Corporation (the “Shares”), to be held on Wednesday, the 3[rd] day of February, 2021, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. It is expected that the solicitation of proxies on behalf of management will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers, employees or agents of the Corporation. The cost of soliciting proxies on behalf of management will be borne by the Corporation. The Corporation may also reimburse brokers and other persons holding Shares in their names or in the name of nominees, for their costs incurred in sending proxy materials to beneficial owners and obtaining their proxies or voting instructions.

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (the “ Proxy ”) are representatives of management of the Corporation and are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM/HER ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER MAY STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS RETURNED TO CTA IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE FORM OF PROXY

ACCOMPANYING THE MANAGEMENT INFORMATION CIRCULAR, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMET THEREOF.

The Proxy must be signed by the Shareholder or by his/her attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

NON-REGISTERED HOLDERS

Only those Shareholders whose names appear on the books and records of the Corporation (“ Registered Shareholders ”), or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Shares beneficially owned by a holder (a “ NonRegistered Holder ”) are registered either:

• (a) in the name of an intermediary (an “ Intermediary ”) that the NonRegistered Holder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

• (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer , the Corporation has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for onward distribution to NonRegistered Holders.

Intermediaries are required to forward Meeting materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Intermediaries will often use service companies to forward the Meeting materials to Non-Registered Holders. Generally, NonRegistered Holders who have not waived the right to receive Meeting materials will either:

• A. be given a voting instruction form which must be completed and signed by the NonRegistered Holder in accordance with the directions on the voting instruction form (which may in some cases permit the completion of the voting instruction form by telephone); or

• B. be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This Proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with CTA, as described above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Shares they beneficially own. Should a Non-Registered Holder who receives either a Proxy or a voting instruction form wish to attend and vote at the Meeting in person (or have another person

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attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

REVOCATION

A Registered Shareholder who has given a Proxy may revoke the Proxy by:

• (a) completing and signing a Proxy bearing a later date and depositing it with CTA as described above;

• (b) depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the Proxy is to be used, or (ii) with the chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or

• (c) in any other manner permitted by law.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary may not be required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

VOTING OF PROXIES

The management representatives designated in the enclosed Proxy will vote or withhold from voting the Shares in respect of which they are appointed by Proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the Proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed FOR the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting.

The enclosed Proxy confers discretionary authority upon the management representatives designated in the Proxy with respect to amendments to or variations of matters identified in the notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation know of no such amendments, variations or other matters.

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FORWARD-LOOKING STATEMENTS

Certain statements in this Circular that are not statements of historical fact, including statements relating to each as more particularly described herein, may constitute “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Circular, such statements use such words as “may”, “will”, “expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance as of the date of this Circular. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with such forward-looking statements. All forward-looking statements are made as of the date of this Circular, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances. Accordingly, readers should not place undue reliance on forward-looking statements.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Shares. The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at December 7, 2020 (the “ Record Date ”). As at the Record Date, the Corporation has 103,623,124 Shares, each Share carrying the right to one vote.

Each Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. All such holders of record of Shares on the Record Date are entitled either to attend and vote thereat in person the Shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation’s transfer agent, Capital Transfer Agency Inc., within the time specified in the Notice of Meeting, to attend and to vote thereat by proxy the Shares held by them.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities

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of the Corporation carrying 10% or more of the voting rights attached to all outstanding Shares other than set forth below:

other than set forth below:
Name	Number of Shares	Percent of Issued and Outstanding
Benjamin Cooper	24,985,000	24.1%
David Fitch	39,671,330	38.3%

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

• (a) the directors or senior officers of the Corporation at any time since the beginning of the last financial year of the Corporation;

• (a) the proposed nominees for election as a Director of the Corporation; or

• (b) any associate or affiliate of the foregoing persons,

have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

At the Meeting, shareholder approval will be sought to set the number of directors of the Corporation at four (4) and to empower the Board to determine the number of directors of the Corporation hereafter from time to time by resolution of the board of directors, in accordance with the provisions of the Business Corporations Act (Ontario). The following four (4) persons named hereunder will be proposed for election as directors of the Corporation. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of the next annual meeting of Shareholders of the Corporation, or until his successor is duly elected unless prior thereto he resigns or his office becomes vacant by reason of death or other cause. Although management is nominating four (4) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

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Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors.

The Board recommends that Shareholders vote FOR the election of each of the proposed nominees set forth below as directors of the Corporation.

The following table sets forth the name of all persons proposed to be nominated for election as directors, their place of residence, position held, and periods of service with, the Corporation, or any of its affiliates, their principal occupations and the approximate number of Shares of the Corporation beneficially owned, controlled or directed, directly or indirectly, by them. The information as to Shares beneficially owned, directly or indirectly or over which control or direction is exercised, not being with the knowledge of the Corporation, has been furnished by the respective nominees individually.

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Name and Municipality of Residence			Number of Shares Beneficially Held
	Present Principal Occupation within the	Director (1)
	Past Five Years	Since
Benjamin Cooper(1) (2) Toronto, Ontario, Canada	Director, President and Chief Executive Officer of the Company; Executive Director of Vanicom Resources Limited (June 2018 – September 2019);Director of Cooper Corporate & Consulting Pty Ltd., a private consulting business focused on providing corporate advisory and capital raising for public companies (July 2007 - Present)	September 24, 2019	24,985,000
David Fitch(1) Southport, Queensland, Australia	Executive Director of QEM Limited, an Australian shale oil and vanadium resource exploration company (July 2018 to March 2020, Non-Executive Director March 2020 to present); Executive Director of Vanicom Resources Limited (June 2018 – September 24, 2019); sole Director of David Fitch Group of Companies, an Australian consortium of private and public companies (June 2013 - Present); Centre Licensee - Kozy Kids Maylands Pty Ltd South Australia, a Australian company operating child-care centres in South Australia (October 2017 - Present); a Director of BioCentral Laboratories Limited, an Australian company producing advanced products for the firefighting industry and dust suppressants for mining and road construction (2013 to present).	September 24, 2019	39,671,330
Mathew Gilbertson(1)(2) Stockleigh, Queensland, Australia	Founder and Director of Tablet PC, an Australian reseller of tablet computers and accessories (from January 2013 – present).	September 24, 2019	1,748,252

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David Crevier(1)(2) Montreal, Quebec, Canada	Lawyer (Partner) at Colby Monet LLP, a full service law firm located in Montreal, Quebec; Director of Goldstar Minerals Inc. (September 2016 to present).	April 14, 2020	Nil

Notes :

(1) Each director’s current term expires at the Meeting.

(2) Member of the Audit Committee. Mr. Gilbertson is the Chairman.

As a group, the proposed directors beneficially own, control or direct, directly or indirectly, 64,404,582 Shares, representing approximately 62.15% of the issued and outstanding Shares as of the date hereof.

The members of the Audit Committee are: Benjamin Cooper, Mathew Gilbertson and David Crevier. The Board is currently constituted with three independent directors, being David Fitch, Mathew Gilbertson, and David Crevier and one director who is not independent, being Benjamin Cooper.

Additional biographical information including the principal occupation of each member of the Board for the past five years preceding the date hereof is described below:

Mr. Benjamin Cooper is the President, Chief Executive Officer and a director of the Corporation. Mr. Cooper has more than 20 years of experience working in the capital markets as a corporate advisor and public company director in Australia. Most recently, he founded Vanicom Resources Limited, an Australian privately held mineral exploration company and previously Legendary’s sole shareholder, and served as an executive director thereof (June 2018 to September 2019). As director (July 2007 to Present) of Cooper Corporate & Consulting Pty Ltd, a consulting firm focused on the resource extraction industry, Mr. Cooper has assisted public companies in raising capital through various equity and debt financings, and has served in a number of roles related to the financing, administration, marketing and management of public companies. He has significant experience working as an advisor to resource industry participants.

Mr. David Fitch is a director of the Corporation, and is also currently Non-Executive Director of QEM Limited (March 2020 to present), a vanadium exploration company listed on the Australian Stock Exchange, sole Director of David Fitch Group of Companies (June 2013 to present), which invests in child care, medical and commercial assets, Centre Licensee – Kozy Kids Maylands Pty Ltd South Australia, and a director of BioCentral Laboratories Limited., a company producing advanced products for the firefighting industry and dust suppressants for mining and road construction. Mr. Fitch was previously director of Vanicom Resources Limited (June 2018 to September 2019), and Chief Operating Officer and joint major shareholder of the Fitch Group (2009 to 2014). Mr. Fitch has extensive experience in strategic planning, commercial negotiations, business operations and asset management, with a particular focus on green-field development sites for the commercial and retail sectors and residential development. Mr. Fitch graduated from Bond University with a Bachelor of Commerce (Accounting) in 1997 and a Bachelor of Jurisprudence in 1999. Mr. Fitch graduated from the Australian Institute of Company Directors in 2002.

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Mr. Mathew Gilbertson is a director of the Corporation, and also currently serves as an independent board and executive management consultant, specializing in operational efficiency and economic optimization. Mr. Gilbertson is Founder and Director of Tablet PC, a consulting firm (January 2013 – present) that boasts customers such as Macquarie, HP, Microsoft as well as many State and Federal government agencies across Australia. Mr. Gilbertson has more than 25 years of management experience in both the public and private sectors, as an executive and as a board member. As a board member, Mr. Gilbertson has utilized his financial understanding and operational experience to help rescue distressed not-for-profit organisations. Practically, Mr. Gilbertson has worked on technology implementation and integration projects across Australia, US and Europe, and is an executive consultant helping senior leaders utilise technology efficiently. Mr. Gilbertson has extensive operational experience, gained through his extensive construction and mining background and his many years consulting across many different business verticals, which enables him to bridge operational, financial, technical and governance requirements.

Mr. David Crevier is a partner of the law firm Colby Monet LLP, located in Montreal, Quebec, since 1984. Mr. Crevier is a member of the Barreau du Quebec and has practiced as a lawyer since 1975, primarily in the area of commercial law, assisting public and private companies in the natural resource and technology sectors. Mr. Crevier has acted as a director for Goldstar Minerals Inc., a TSX Venture-listed issuer, since September 2016. Mr. Crevier has acted as a director for several publicly traded companies focusing on corporate governance and public disclosure. Mr. Crevier has previously served as a director or officer of Yorbeau Resources Inc., Cancor Mines Inc., Sierra Metals Inc., and Keywest Energy Corporation, among others.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

To the best of management’s knowledge, no individual set forth in the above table 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 Corporation) that:

• (a) 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 a period of more than 30 consecutive days that was issued while such individual was acting in the capacity as director, chief executive officer or chief financial officer; or

• (b) 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 a period of more than 30 consecutive days, that was issued after such individual ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

With the exception of David Crevier, a director of the Corporation, who was a director of GeoVenCap Inc. when this company filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) on November 20, 2013, to the best of management’s knowledge, no individual set forth in the above table (or any personal holding company of any such individual) is, as of the date of this Circular, or has been within ten (10) years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while such individual 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

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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.

To the best of management’s knowledge, no individual as set forth in the above table (or any personal holding company of any such individual) has, within the ten (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 such individual.

To the best of management’s knowledge, no individual set forth in the above table (or any personal holding company of any such individual) 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 investor in making an investment decision.

APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, the Board proposes to re-appoint Wasserman Ramsay (“ Wasserman Ramsay ”), Chartered Professional Accountants, of 3601 Highway 7 East, Suite 1008, Markham, Ontario L3R 0M3, as auditor of the Corporation and to authorize remuneration to be fixed by the Board. Wasserman Ramsay will hold office until the next annual general meeting of the Shareholders or until its successor is appointed.

The Board recommends that Shareholders vote FOR the re-appointment of Wasserman Ramsay as auditor of the Corporation.

APPROVAL TO CHANGE THE NAME OF THE CORPORATION

At the Meeting, the Board proposes to change the name of the Corporation from Class 1 Nickel and Technologies Limited to Class 1 Nickel Limited or to such other name as is authorized by the board of directors of the Corporation and applicable regulatory authorities

The Board recommends that Shareholders vote FOR the changing the name of the Corporation.

RATIFICATION OF PAST ACTS

Certain of the Corporation’s past corporate records during the period from the date of the last annual meeting of the Corporation, being July 31, 2018 (the “ Last Meeting Date ”), up to the present date require ratification as the Corporation wishes to ensure that the past acts by the Corporation’s directors and officers during this period are valid notwithstanding that the Corporation did not hold an annual meeting since the Last Meeting Date.

Accordingly, the Board has passed a ratifying resolution ratifying and confirming all past acts of the Board and officers of the Corporation.

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The shareholders of the Corporation are, in turn, being asked to consider, and if thought advisable, to approve a ratifying resolution approving, ratifying and confirming all the prior acts and proceedings of the directors and officers of the Corporation made from and including the Last Meeting Date to the date hereof including, but not limited to, those disclosed or referred to in the minute books or records of the Corporation, in information disseminated to the shareholders of the Corporation by the Corporation, or in the financial statements of the Corporation. The complete text of the ordinary resolution (the “ Past Acts Resolution ”) which management intends to place before the Meeting authorizing the ratification of past acts is as follows:

“ BE IT RESOLVED that:

• (1) notwithstanding (i) any failure to properly convene, constitute, proceed with, hold or record any meeting of the board of directors or shareholders of the Corporation for any reason whatsoever, including, without limitation, the failure to properly waive or give notice of a meeting, hold a meeting in accordance with a notice of meeting, have a quorum present at a meeting, sign the minutes of a meeting or sign a ballot electing a slate of directors since incorporation; or (ii) any failure to pass any resolution of the directors or shareholders of the Corporation or any by-law of the Corporation for any reason whatsoever, all by-laws, approvals, appointments, resolutions, contracts, acts and proceedings, enacted, passed, made, done or taken since the Last Meeting Date including those set forth or referred to in the minutes of the meetings, or resolutions of the board of directors of the Corporation, or in the financial statements of the Corporation, and all actions heretofore taken in reliance upon the validity of such minutes, documents and financial statements, are hereby sanctioned, ratified, confirmed and approved; and

• (2) without limiting the generality of paragraph (1) above, all by-laws, resolutions, contracts, acts and proceedings of the board of directors and officers of the Corporation enacted, passed, made, done or taken since the Last Meeting Date including those set forth or referred to in the minutes or the meetings and resolutions of the board of directors in the minutes and record books of the Corporation or in the financial statements of the Corporation are hereby approved, ratified and confirmed.”

The Board recommends that Shareholders vote FOR the Past Acts Resolution.

OTHER MATTERS

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

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EXECUTIVE COMPENSATION

Introduction

Pursuant to the requirements of Form 51-102F6V Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”), all direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the Corporation or a subsidiary of the Corporation must be disclosed in this form. Based on new legislation the Corporation is required to disclose annual and long-term compensation for services in all capacities to the Corporation and its subsidiaries for the two most recently completed financial years in respect of the individuals comprised of the Chief Executive Officer (“ CEO ”), the Chief Financial Officer (“ CFO ”) and the most highly compensated executive officers of the Corporation whose individual total compensation for the most recently completed financial year exceeds $150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as an officer at the end of the most recently completed financial year (the “ Named Executive Officers ” or “ NEOs ”).

Directors and named executive officer compensations have been disclosed based on requirements of the new form 51-102F6V under below tables as follows:

• (1) Table of compensation excluding compensation securities;

• (2) Stock options and other compensation securities; and

• (3) Exercise of Compensation Securities by directors and NEO’s.

Named Executive Officers of the Corporation for the Years Ended December 31, 2019 and 2018

During the fiscal years ended December 31, 2019 and 2018, the Corporation had two NEOs: (i) Benjamin Cooper, President and Chief Executive Officer of the Corporation, and (ii) Aamer Siddiqui, Chief Financial Officer of the Corporation.

Director and Named Executive Officer Compensation

The following table (and notes thereto) states the names of each NEO and director, his annual compensation, consisting of salary, consulting fee, bonus and other annual compensation, excluding compensation securities, for each of the Corporation’s two most recently completed financial years.

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Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position		Salary, consulting					Total compensation ($)
		fee, retainer		Committee
		or		or Meeting	Value of	Value of other
		commission	Bonus	Fees	perquisites	compensations
	Year	($)	($)	($)	($)	($)
Benjamin Cooper, President and Chief Executive Officer, Director(1)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Aamer Siddiqui, Chief Financial Officer, Director (2)	2019	$3,491(3)	Nil	Nil	Nil	Nil	$3,491(3)
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
David Fitch, Director(4)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Mathew Gilbertson, Director(5)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
David Crevier, Director(6)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Dominique Monardo, Former President, Secretary and Director(7)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
William Urseth, Former President, Secretary and Director(8)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Jon Bridgeman, Former Chief Financial Officer and Director(9)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
Inga Gratcheva, Former Director(10)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil

• 13 -

	Table of compensation	Table of compensation	Table of compensation	excluding compensation	excluding compensation	securities
Name and position		Salary, consulting					Total compensation ($)
		fee, retainer		Committee
		or		or Meeting	Value of	Value of other
		commission	Bonus	Fees	perquisites	compensations
	Year	($)	($)	($)	($)	($)
Eric Lowy, Former Director(11)	2017	Nil	Nil	Nil	Nil	Nil	Nil
Edward Murphy, Former Director(12)	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Benjamin Cooper was appointed as President and CEO and director effective September 24, 2019. In his capacity as CEO and director, Mr. Cooper received no compensation in 2019.

• (2) Aamer Siddiqui was appointed CFO effective September 24, 2019, and director effective December 16, 2019. In his capacity as director, Mr. Siddique received no compensation in 2019.

• (3) These amounts, plus applicable HST, were paid to Marrelli Support Services Inc. for Chief Financial Officer and accounting services provided to the Corporation. Mr. Siddiqui is a senior employee of Marrelli Support Services Inc.

• (4) David Fitch was appointed as a director on September 24, 2019.

• (5) Mathew Gilbertson was appointed as a director on September 24, 2019.

• (6) David Crevier was appointed as a director on April 24, 2020.

• (7) Dominique Monardo resigned as President and Secretary and director on September 24, 2019.

• (8) William Urseth resigned as President and Secretary and director on February 2, 2018.

• (9) Jon Bridgeman resigned as Chief Financial Officer and director on September 24, 2019.

• (10) Inga Gratcheva resigned as director on September 23, 2019.

(11) Eric Lowy was appointed as director on September 23, 2019 and resigned as director on December 16, 2019.

(12) Edward Murphy resigned as director on September 23, 2019.

Stock Option Plans and Other Compensation Securities

The Corporation created a stock option plan that was approved by the Board on December 21, 2020 (the “Stock Option Plan”). The purpose of the Stock Option Plan is to assist the Corporation in attracting, retaining and motivating directors, officers, employees and consultants (together, “service providers”) of the Corporation and of its affiliates and to closely align the personal interests of such service providers with the interests of the Corporation and its Shareholders.

The Stock Option Plan provides that the aggregate number of Common Shares reserved for issuance pursuant to options granted under the Stock Option Plan will not exceed 10% of the number of Common Shares of the Corporation issued and outstanding from time to time.

The Stock Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder subject to the express provisions of the Stock Option Plan.

Options may be granted under the Stock Option Plan to such directors, employees, consultants or management company employees of the Corporation and its subsidiaries, if any, as the Board may from time to time designate. Option exercise prices will be determined by the Board, but will, in no event, be lower than the greater of the closing market prices of the underlying securities on (a) the trading day prior to the date of grant of the stock options, and (b) the date of grant of the stock options. The Stock Option Plan complies with National Instrument 45-106 Prospectus Exemptions

• 14 -

and provides that the number of Common Shares which may be reserved for issuance on a yearly basis to any one related person upon exercise of all stock options held by such individual may not exceed 5% of the issued Common Shares calculated at the time of grant. Moreover, the Corporation cannot issue grants to related persons if in the aggregate their grants would, on a fully diluted basis, exceed 10% of the issued and outstanding Common Shares of the Corporation.

The Stock Option Plan is the Corporation’s only equity compensation plan. As of the date of this Circular, the Corporation has no options outstanding to purchase Common Shares. The following table is a summary setting out the options which have been granted to directors, officers, employees, consultants or others as at the date of this Circular:

			Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation Security	Number of Compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue conversi on or exercise Price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Benjamin Cooper, President and Chief Executive Officer, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Aamer Siddiqui, Chief Financial Officer, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Fitch, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mathew Gilbertson, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Crevier, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dominique Monardo, Former President, Secretary and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
William Urseth, Former President, Secretary and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

• 15 -

Jon Bridgeman, Former Chief Financial Officer and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Inga Gratcheva, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Eric Lowy, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Edward Murphy, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

The following table sets out for each director and all compensation securities granted or issued outstanding during the year ended December 31, 2019 including date of issue, exercise price, closing price on grant day and fiscal year end, and expiry date.

		Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of Compen- sation security	Number of underlying securities exercised	Exer cise price per secur ity ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date exercise ($)	Total value on exercise date ($)
Benjamin Cooper, President and Chief Executive Officer, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Aamer Siddiqui, Chief Financial Officer, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Fitch, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mathew Gilbertson, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Crevier, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dominique Monardo, Former President,	Nil	Nil	Nil	Nil	Nil	Nil	Nil

• 16 -

		Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of Compen- sation security	Number of underlying securities exercised	Exer cise price per secur ity ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date exercise ($)	Total value on exercise date ($)
Secretary and Director
William Urseth, Former President, Secretary and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Jon Bridgeman, Former Chief Financial Officer and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Inga Gratcheva, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Eric Lowy, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Edward Murphy, Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

External Management Companies

Except as otherwise disclosed herein, to the best of the knowledge of the directors and officers of the Corporation, management functions of the Corporation are not, to any substantial degree, performed by a person other than the directors and executive officers of the Corporation.

The Chief Financial Officer of the Corporation is a senior employee of Marrelli Support Services Inc (“MSSI”). During the year ended December 31, 2019, the Corporation paid $13,278 in fees to MSSI for the professional services performed by Aamer Siddiqui.

Corporate secretarial services to the Corporation are provided by DSA Corporate Services Inc. for a monthly fee of $1,500 plus HST.

Employment, Consulting and Management Agreements

Other than outlined above under External Management Companies, the Corporation has entered into an employment agreement (the “ CEO Agreement ”) with Benjamin Cooper, President and Chief Executive Officer of the Corporation effective April 20, 2020 for an initial term of one year and renewable yearly thereafter to which Mr. Cooper is paid $120,000 per year.

• 17 -

Unless terminated for cause, the Corporation may terminate the CEO Agreement by paying Mr. Cooper a lump sum equal to six (6) months of the base salary under the CEO Agreement for each full or partial year Mr. Cooper served the Corporation as at the date of termination. In the event of a termination of Mr. Cooper within 12 months following a change of control, as defined below, Mr. Cooper is entitled to a payment equal to six (6) months of the base salary under the CEO Agreement for each full or partial year Mr. Cooper served the Corporation as at the date of the change of control. A change of control is defined as: (i) the occurrence of one transaction or a series of transactions which results in one person, together with any Affiliate of such person, exercising direction or control over 50% of more of the Corporation’s issued and outstanding Common Shares. “Person” includes any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation or other entity however designated or constituted; (ii) a change in the majority of the Board taking place over a period of three (3) months or less; (iii) a merger or consolidation, after which Corporation’s prior Shareholders no longer control the Corporation; and/or (iv) the sale of all or substantially all of the Corporation’s assets or the liquidation of the Corporation, except where the sale is to an affiliate of Corporation.

Oversight and Description of Director and Named Executive Officer Compensation

Given the Corporation’s size and stage of operations, it has not appointed a compensation Committee or formalized any guidelines with respect to compensation at this time. The amounts paid to the NEOs are determined by the independent Board members. The Board determines the appropriate level of compensation reflecting the need to provide incentives and compensation for the time and effort expended by the Corporation’s executives, while taking into account the financial and other resources of the Corporation.

Pension Plan Benefits for NEOs

During the years ended December 31, 2019 and December 31, 2018, the Corporation did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

Stock Option Plan

For information regarding securities authorized for issuance under equity compensation, please see “Executive Compensation - Stock Option Plans and Other Incentive Plans.”

Equity Compensation Plan Information

The following table provides details of the equity securities of the Corporation authorized for issuance as of the Circular pursuant to the Stock Option Plan currently in place:

• 18 -

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))
Equity compensation plans approved by securityholders	N/A	N/A	N/A
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	N/A	N/A	N/A

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Since the beginning of the last fiscal year of the Corporation, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Corporation or any proposed nominee for election as a director of the Corporation or any of their respective associates is or has been indebted to the Corporation or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “ Informed Person ” means: (a) a director or Executive Officer of the Corporation; (b) a director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

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Except as disclosed below, elsewhere herein or in the notes to the Corporation’s financial statements for the financial years ended December 31, 2019 and December 31, 2018, none of:

• a) the Informed Persons of the Corporation;

• b) the proposed nominees for election as a director of the Corporation; or

• c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Corporation or in a proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

APPOINTMENT OF AUDITOR

The auditor of the Corporation is Wasserman Ramsay, Chartered Professional Accountants.

CORPORATE GOVERNANCE AND AUDIT COMMITTEES

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance and National Instrument 52-110 Audit Committees is attached to this Circular as Schedules “A” and “B”, respectively.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Other than the above, management of the Corporation knows of no other matters to come before the Meeting other than those referred to in the Notice. If any other matters that are not currently known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the Designated Persons named therein to vote on such matters in accordance with their best judgment.

• 20 -

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Corporation is Capital Transfer Agency Inc. through its office located in Toronto, Ontario.

ADDITIONAL INFORMATION

Copies of this Circular, the comparative audited annual financial statements of the Corporation for the year ended December 31, 2019, and management discussion and analysis for the year ended December 31, 2019 may be obtained on SEDAR at www.sedar.com or free of charge from the Corporation upon request from the President and Chief Executive Officer of the Corporation, at 82 Richmond Street East, Toronto, Ontario M5C 1P1, and such documents will be sent by mail or electronically by email as may be specified at the time of the request. Financial information on the Corporation is provided in the Corporation’s comparative audited annual financial statements and accompanying management discussion and analysis for the year ended December 31, 2019.

BOARD APPROVAL

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

DATED at Toronto, Ontario, this 3[rd] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Benjamin Cooper” BENJAMIN COOPER

President, Chief Executive Officer, and Director

• 21 -

Class 1 Nickel and Technologies Inc.

(the “Corporation”)

SCHEDULE “A” CORPORATE GOVERNANCE

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

General

The board of directors (the “ Board ”) of the Corporation believes that effective corporate governance contributes to improved corporate performance and enhanced Shareholder value. The Corporation’s governance practices are subject to at least an annual review and evaluation through the Board’s Nominating and Corporate Governance Committee to ensure that, as the Corporation’s business develops and grows, changes in structure and process necessary to ensure continued good governance are identified and implemented.

The Canadian Securities Administrators (“ CSA ”) have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) which prescribes certain disclosure by the Corporation of its corporate governance practices.

This section sets out the Corporation’s approach to corporate governance and provides the disclosure requested by Form NI 58-101F2. The following statement has been prepared by the Nominating and Corporate Governance Committee and approved by the Board.

BOARD OF DIRECTORS

As of the date hereof, the Board is comprised of four members. All four of the directors as at the date hereof are standing for re-election. The Board is responsible for determining whether or not each director is “independent”. To do this, the Board analyzes all the relationships of the directors with the Corporation and its subsidiaries. Pursuant to NI 58-101 and National Instrument 52-110 Audit Committees (“ NI 52-110 ”), a director is independent if such director has no direct or indirect material relationship with the Corporation, which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment. None of the independent directors are engaged in the day-to-day operations of the Corporation or are a party to any material on-going contracts with the Corporation. More information about each director can be found in the Circular under the heading “ Information Concerning Nominees Submitted by Management ”.

The role of the Chairman for each Board meeting is determined on a revolving basis among the various members of the Board. The primary roles for the meeting’s Chairman is setting the meeting

• A-1-

agenda and chairing meetings of the Board, working to ensure that the Board works together as a cohesive team with open communication.

Mr. Benjamin Cooper currently serves as the Chief Executive Officer and President of the Corporation and is therefore not considered to be “independent”.

Mr. David Fitch, Mr. Mathew Gilbertson, and Mr. David Crevier are considered to be “independent” in that none of them has any direct or indirect material relationship with the Corporation.

The Role of the Chief Executive Officer

The Chief Executive Officer of the Corporation is a member of the Board. In additional to being the primary liaison with the Board itself, the Chief Executive Officer’s role is to directly oversee the day-to-day operations of the Corporation, lead and manage the senior management of the Corporation, and to implement the strategic plans, risk management and policies of the Corporation. The Board and the Chief Executive Officer work together to ensure that critical information flows to the Board, that discussions and debate of key business issues are fostered and afforded adequate time and consideration, that consensus on important matters is reached, and decisions, delegation of authority and actions are taken in such a manner as to enhance the Corporation’s business and functions. The Board currently believes that it is in the best interests of the Corporation and its shareholders that the Chief Executive Officer of the Corporation is a member of the Board.

DIRECTORSHIPS

The following table provides details regarding directors of the Corporation who served as a director on the board of another reporting issuer as of the date of the Circular:

Director	Other Company
Benjamin Cooper	N/A
David Fitch	QEM Limited (ASX: QEM)
Mathew Gilbertson	N/A
David Crevier	Goldstar Minerals Inc. (TSX: GDM)

ORIENTATION AND CONTINUING EDUCATION

The Corporation does not provide a formal orientation or education program for new directors. However, when new directors are appointed, they receive an informal orientation, commensurate with their previous experience, relating to the Corporation’s industry, business and operations and the responsibilities of directors of public companies, as well as training with respect to the Corporation’s corporate strategy and the role of the Board, its committees and its directors by the current directors and senior officers. The members of the Board have experience in mineral

• A-2 -

exploration projects, mining, legal, financial and audit matters and capital markets and they continue to work in these areas. New directors meet with management of the Corporation in addition to the other directors of the Corporation to discuss the Corporation’s business. The Board receives a monthly report from management with respect to the Corporation’s business. The Board encourages directors to participate in continuing education opportunities in order to ensure that directors maintain or enhance their skills and abilities as directors, and maintain a current and thorough understanding of the Corporation’s business.

ETHICAL BUSINESS CONDUCT

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

NOMINATION OF DIRECTORS

The Board periodically reviews the size of the Board and any possible requirement for an increase or decrease in members of the Board. It also recruits and reviews candidates for the position of director and selects the most appropriate for consideration as a potential director nominee.

The Board’s considerations include:

• (a) competencies and skills that the Board, as a whole, should possess and the competencies and skills of each current director. The Board reviews, on an annual basis, the requisite skills and criteria for Board members as well as the composition and size of the Board as a whole in order to ensure that the Board has the requisite expertise, that its membership consists of persons with sufficiently diverse and independent backgrounds, and that its membership consists of an appropriate number of independent directors;

• (b) identification of individuals qualified to become Board members, consistent with criteria set out by the Board; and

• (c) questions of independence and possible conflicts of interest of members of the Board and of senior managers.

• A-3 -

COMPENSATION

The Board determines compensation and incentive awards for the directors and senior officers of the Corporation based on the individual’s skill level and the comparative industry compensation level.

OTHER BOARD COMMITTEES

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

ASSESSMENTS

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and Board committees.

The Board assesses, on an informal basis, the effectiveness of the Board as a whole, the Chairman of the Board, Board committees and the contribution of individual directors. The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and its committees. As a result of the Corporation’s size, its stage of development, and the number of directors of the Corporation, the Board has considered this assessment process to be appropriate at this time. The Board will review this process periodically and make recommendations with respect to the assessment process as necessary.

• A-4 -

Class 1 Nickel and Technologies Limited

(the “Corporation”)

SCHEDULE “B”

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

THE AUDIT COMMITTEE’S CHARTER

PURPOSE OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to fulfill the applicable public company audit committee legal and regulatory obligations and to provide assistance to the board of directors of the Corporation (the “ Board ”) to enable it to fulfill its oversight responsibilities in relation to the financial reporting process, the system of internal controls and the audit process and management of significant risks to the Corporation, as they relate to financial reporting.

Audit Committee Mandate

The Audit Committee (the “ Committee ”) is appointed by the Board to assist the Board in fulfilling its oversight responsibilities of the Corporation. In so doing, the Committee provides an avenue of communication among the external auditors, management and the Board.

The Committee’s purpose is to ensure the integrity of financial reporting and the audit process, and that sound risk management and internal control systems are developed and maintained. In pursuing these objectives the Audit Committee oversees relations with the external auditors, and reviews the effectiveness of the internal audit function.

STRUCTURE OF THE COMMITTEE

Composition

The Committee is a standing committee of the Board and will be composed of not less than three directors, with not more than one director being an executive officer, related party or employee of the Corporation.

Quorum

A quorum of the Committee will be a majority of members present in person, by telephone or any combination thereof.

• B-1-

Appointment of Members and Chairman

Members of the Committee shall be appointed by the Board annually to hold office at the pleasure of the Board. No more than two members of the Committee will resign from the Committee in any given year.

Chairman

The Board shall appoint one of the members as the Committee Chair. In the absence of the Chair from any meeting, the Committee shall appoint a member to be the Chair for the purposes of the conduct of that meeting.

Qualification of Members

Members of the Committee shall meet applicable requirements and guidelines for audit committee service, including requirements and guidelines with respect to being independent and unrelated to the Corporation and to having accounting or related financial management expertise and financial literacy.

The determination as to whether a particular Director satisfies the requirements for membership on the Audit Committee shall be made by the full Board.

Vacancy

A vacancy occurring in the membership of the Committee may be filled by the Board at its discretion, but in any event, the Board shall fill any vacancy to ensure a minimum of three members on the Committee at all times.

Number and Timing of Meetings

The Audit Committee meets at least four times a year, with meetings being scheduled to permit timely review of quarterly and annual financial statements. Additional meetings may be held at the discretion of the Chair or at the request of a member, external auditors or management.

Secretary

A secretary shall be designated and that person shall act as recording secretary for the Committee and produce minutes of the meetings.

Meetings with Management and External Auditors

The Committee shall meet separately with management and external auditors at least once per quarter and shall meet at such other times, as the Committee deems appropriate.

Notice and Place of Meetings

Notice of time and place of meetings shall be communicated to members of the Committee no less than 24 hours prior to the time set for the meeting, provided that any member may waive such notice.

• B-2 -

A member of the Committee who attends a meeting for the purpose of objecting to whether the meeting was lawfully called shall not be considered to have waived required notice.

Invitees

By invitation of the Chair, individuals who are not members of the Committee may attend meetings from time to time and may participate in discussions related to issues before the Committee.

Minutes and Procedures of Meetings

Subject to statutory requirements and by-laws of the Corporation, the Committee may set its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee considers it appropriate, but in any event not later than the next Board meeting. Minutes of the Committee meeting shall be tabled at the next Board meeting.

Delegation of Responsibilities

The Committee may delegate to any person or committee of persons any of the Committee’s responsibilities that may be lawfully delegated.

External Auditors

External auditors are ultimately accountable to the Board and shall report directly to the Committee. The external auditors are accountable to the Board and the Audit Committee as representatives of the shareholders of the Corporation.

Mandate

The Committee will review and reassess the adequacy of the Audit Committee Mandate on an annual basis to ensure that it accurately specifies the scope of the Committee’s responsibilities and adequately sets out how it carries out those responsibilities.

PRIMARY RESPONSIBILITIES OF THE COMMITTEE

The Committee’s primary duties and responsibilities are as follows:

• Review and recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation; and the compensation to be paid to the external auditor.

• Assume direct responsibility for overseeing the work of the external auditors engaged to prepare or issue an audit report or perform other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting.

• Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by its external auditors.

• B-3 -

• Review the Corporation’s financial statements, management’s discussion and analysis and annual and interim earnings press releases before such documents are publicly disclosed by the Corporation.

• To satisfy itself that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures.

• Establish procedures 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 the Corporation of concerns regarding questionable accounting or auditing matters.

• Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and any former external auditor of the Corporation.

Authority of the Committee

The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. The Committee shall also have the authority to communicate directly with the external auditors.

DUTIES OF THE COMMITTEE

Compliance

The Committee is ultimately responsible for ensuring the Corporation’s compliance with legal and regulatory requirements in respect to financial reporting and disclosure.

The Committee, on behalf of the Board, is responsible for monitoring management’s actions in this regard to ensure that the Corporation has implemented appropriate systems to identify and monitor the response by management and the board of directors to such issues as:

• Significant business risks.

• Legal, ethical and regulatory compliance.

• Internal systems of control and the effectiveness of such internal controls to ensure compliance with policies and procedures.

Meetings

The Committee is responsible for preparing minutes of all of its meetings and submitting the minutes to the Board for approval, and having the Chairman of the Committee report to the Board on all significant issues addressed at the Committee meeting.

• B-4 -

The Committee is also responsible for reviewing the interim and annual financial statements as well as the Corporation’s financial disclosures and related party transactions.

Internal Controls

The Committee is responsible for maintaining the integrity and quality of the Corporation’s financial reporting and systems of internal control by overseeing management’s system of internal control and reporting process in respect to those controls.

External Auditors

The Committee has the following responsibilities with respect to the Corporation’s external auditors:

• Reviewing and ensuring the qualifications and independence of the Corporation’s external auditors.

• Making recommendations to the Board in respect of the appointment of external auditors for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation and making recommendations to the Board on the compensation for the external auditor.

• Overseeing and evaluating the performance of the external auditors.

• Reviewing the annual audit plan prepared by the external auditors and management (Chief Financial Officer and Chief Executive Officer) in addition to proposed audit fees.

• Reviewing the external audit process and determining whether it has been effectively carried out and whether any matters that the external auditors wish to bring to the attention of the Board have been afforded adequate attention.

• Assessing the external audit function with a view to whether external auditors should be appointed. Such responsibility of the Committee shall include the appointment, retention, termination, compensation and oversight of the external audit function.

• Pre-approving all audit services and non-audit services to be performed for the Corporation by the external auditors.

• Meeting separately with internal audit, external auditors and management at least quarterly to assess issues and make determinations on whether issues need to be taken to the Board for review and assessment.

• Evaluating independence of the external auditor in accordance with Canadian professional requirements, and determining whether disclosed relationships or services may impact the objectivity and independence of the auditors and whether such independence has been documented in written correspondence to the Committee.

• B-5 -

• Overseeing any work of the external auditor that includes the resolution of disagreements regarding financial reporting between management and the external auditors.

• Evaluating the external audit process and determining whether the external audit has been completed in accordance with applicable law.

Financial Reporting

• Reviewing annual and interim financial statements of the Corporation.

• Reviewing changes in significant accounting policies and evaluates impact on the current and future financial statements of the Corporation.

• Preparing, if required, a Committee report for inclusion in the Corporation’s annual management proxy circular in accordance with applicable rules and regulations.

• Ensuring the effectiveness of disclosure controls and procedures to ensure material information potentially requiring public disclosure is made known in a timely fashion to senior officers of the Corporation.

• Being satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assessing the adequacy of those procedures.

• Reviewing and recommending to the Board for approval the public release and filing of any annual audited consolidated financial statements and quarterly unaudited consolidated financial statements of the Corporation, including news releases and management’s discussion and analysis (MD&A).

• Reviewing the information contained in the Corporation’s quarterly reports, annual report to shareholders, MD&A, annual information forms (AIF), prospectuses and other disclosures determining if such information is complete and fairly presented.

• Reviewing material litigation and tax assessments in order to determine if any such matters may have a material impact on the financial position of the Corporation.

• Considering the Corporation’s annual financial statements and ascertaining after a review with external auditors and management whether they are presented fairly in all material respects in accordance with generally accepted accounting principles, whether the selection of accounting policies is appropriate and whether the annual financial statements are recommended to the Board.

Reviewing Terms of Reference and Committee’s Performance

The Committee should routinely assess its effectiveness against the mandate and shall report regularly to the Board on that assessment.

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Reviewing Reports to Shareholders

When required by applicable statute or regulation, the Committee shall prepare reports to shareholders regarding the activities undertaken in the discharge of its responsibilities. A report will be prepared by the Committee for inclusion in the annual report as required.

MEETINGS AND OPERATING PROCEDURES

• In the absence of the Chairman of the Committee, the members shall appoint an acting Chairman.

• A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each director of the Corporation in a timely fashion.

• The Chairman of the Committee shall prepare and/or approve an agenda in advance of each meeting.

• The Committee, in consultation with management and the external auditors, shall develop and participate in a process for review of important financial topics that have the potential to impact the Corporation’s financial policies and disclosures.

• The Committee shall communicate its expectations to management and the external auditors with respect to the nature, timing and extent of its information needs. The Committee expects that written materials will be received from management and the external auditors in advance of meeting dates.

• The Committee should meet privately in an executive session at least quarterly with management, the external auditors and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed.

• In addition, the Committee or at least its Chair should communicate with management and the external auditors quarterly to review the Corporation’s financial statements and significant findings based upon the auditor’s limited review procedures.

• The Committee shall annually review, discuss and assess its own performance. In addition, the Committee shall periodically review its role and responsibilities.

• The Committee expects that, in discharging their responsibilities to the shareholders, the external auditors shall be accountable to the Board through the Committee. The external auditors shall report all material issues or potentially material issues to the Committee.

The Committee shall review and reassess the adequacy of this Charter at least annually, submit it to the Board for approval and ensure that it is in compliance with the Canadian Securities Exchange and OSC regulations.

GENERAL

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In addition to the responsibilities and duties of the Committee stated above, the Committee shall attend to the following items:

• Review the Corporation’s hiring policies regarding employees and former employees of the present and former external auditors of the Corporation. Review business practices undertaken by senior management to assess appropriateness with corporate policies.

• Review complaints procedures and whether they adequately track and record complaints to the Corporation regarding accounting, internal accounting or auditing matters.

• Engage and pay independent counsel and other special advisors as it deems necessary from time to time in order to carry out Committee duties.

• Investigate any activity of the Corporation as it deems appropriate. All employees of the Corporation are required to cooperate with the efforts or enquiries of the Committee.

• Retain persons having special expertise to assist it in the performance of its duties.

• Communicate with the Board to ensure sufficient funding for the Audit Committee to permit it to fulfill its responsibilities.

• Make provisions for confidential, anonymous submissions by employees of the Corporation of concerns regarding accounting, internal accounting controls or auditing matters, ensuring that the existing processes adequately provide for such submission and establishing a process whereby the external auditor will receive timely notice of any such submission.

• Review at least annually the risk management and insurance programs.

• Review any issues referred to the Committee by the Board.

The procedures set forth herein have been set out as guidelines only as opposed to inflexible rules and the Committee may alter these procedures as it deems necessary in order to perform its responsibilities.

COMPOSITION OF THE AUDIT COMMITTEE

The Corporation’s Audit Committee is comprised of three directors, consisting of Benjamin Cooper, Mathew Gilbertson and David Crevier. The following table sets out the names of the members of the Audit Committee and whether they are “independent” and “financially literate” for the purposes of National Instrument 52-110 Audit Committees (“ NI 52-110 ”).

Name of Member	Independent(1)	Financially Literate(2)
Benjami Cooper	No	Yes

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Mathew Gilbertson	Yes	Yes
David Crevier	Yes	Yes

Notes:

(1) To be independent, a member of the Audit Committee must not have any direct or indirect “material relationship” with the Corporation. A material relationship is a relationship, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. Accordingly, an executive officer of the Corporation is not independent, nor is a director that is paid consulting fees for non-director services provided to the Corporation.

(2) To be considered financially literate, a member of the audit committee must have 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 corporation’s financial statements.

RELEVANT EDUCATION AND EXPERIENCE

NI 52-110 provides that an individual is “financially literate” if he or she has 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 Corporation’s financial statements.

All of the members of the Corporation’s current audit committee are “financially literate” as that term is defined in NI 52-110.

Benjamin Cooper: Mr. Cooper has more than 20 years of experience working in the capital markets as a corporate advisor and public company director in Australia. Most recently, he founded Vanicom Resources Limited, an Australian privately held mineral exploration company and previously Legendary’s sole shareholder, and served as an executive director thereof (June 2018 to September 2019). As director (July 2007 to Present) of Cooper Corporate & Consulting Pty Ltd, a consulting firm focused on the resource extraction industry, Mr. Cooper has assisted public companies in raising capital through various equity and debt financings, and has served in a number of roles related to the financing, administration, marketing and management of public companies. He has significant experience working as an advisor to resource industry participants.

Mathew Gilbertson : Mr. Gilbertson has more than 25 years of management experience in both the public and private sectors, as an executive and as a board member. As a board member, Mr. Gilbertson has utilized his financial understanding and operational experience to help rescue distressed not-for-profit organisations. Practically, Mr. Gilbertson has worked on technology implementation and integration projects across Australia, US and Europe, and is an executive consultant helping senior leaders utilise technology efficiently. Mr. Gilbertson has extensive operational experience, gained through his extensive construction and mining background and his many years consulting across many different business verticals, which enables him to bridge operational, financial, technical and governance requirements.

David Crevier: Mr. Crevier is a member of the Barreau du Quebec and has practiced as a lawyer since 1975, primarily in the area of commercial law, assisting public and private companies in the natural resource and technology sectors. Mr. Crevier has acted as a director for Goldstar Minerals

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Inc., a TSX Venture-listed issuer, since September 2016. Mr. Crevier has acted as a director for several publicly traded companies focusing on corporate governance and public disclosure. Mr. Crevier has previously served as a director or officer of Yorbeau Resources Inc., Cancor Mines Inc., Sierra Metals Inc., and Keywest Energy Corporation, among others.

All members have an understanding of the accounting principles used by the Corporation to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor adopted by the Board. At the Meeting, it is proposed to re-appoint Wasserman Ramsay as auditor of the Corporation and to authorize remuneration to be fixed by the Board. The auditor of the Corporation will hold office until the next annual general meeting of the Shareholders or until its successor is appointed.

RELIANCE ON CERTAIN EXEMPTIONS

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the nonaudit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services are set out in the Audit Committee Charter.

EXEMPTION

In respect of the most recently completed financial year, the Corporation relied upon the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Committee) and Part 5 (Reporting Obligations) of NI 52-110.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

In the following table, “ audit fees ” are fees billed by the Corporation’s external auditors for services provided in auditing the Corporation’s annual financial statements for the subject year. “ Audit‐related fees ” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “ Tax fees ” are fees billed by the auditors for professional

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services rendered for tax compliance, tax advice and tax planning. “ All other fees ” are fees billed by the auditors for products and services not included in the foregoing categories.

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years were as follows:

Financial Year Ending December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2019	$17,500	Nil	Nil	Nil
2018	Nil	Nil	Nil	Nil

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Class 1 Nickel and Technologies Limited

(the “Corporation”)

SCHEDULE “C”

BOARD OF DIRECTORS MANDATE DISCLOSURE

CLASS 1 NICKEL AND TECHNOLOGIES LIMITED

MANDATE OF THE BOARD OF DIRECTORS

RESPONSIBILITY OF THE BOARD

The directors of the Corporation are responsible for managing the business and affairs of the Corporation and, in doing so, must act honestly and in good faith with a view to the best interests of the Corporation.

Board Mandate

The Board’s mandate includes setting long-term goals and objectives for the Corporation, formulating the plans and strategies necessary to achieve those objectives, and supervising senior management who are responsible for the implementation of the Board’s objectives and day-to-day management of the Corporation. The Board retains a supervisory role and ultimate responsibility for all matters relating to the Corporation and its business.

The Board discharges its responsibilities both directly and through its Audit Committee. The Board may also appoint ad hoc committees periodically to address issues of a more short-term nature.

RESPONSIBILITIES OF THE BOARD

Board Composition

The Board retains responsibility for managing its own affairs by giving its approval of its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. When the Chair of the Board is not an independent director, the independent directors of the Board shall designate an independent director to be the lead director. The Board is responsible for determining the roles and responsibilities of the independent Chair or, if applicable, lead director. The Board shall annually evaluate the independence of the Chair or, if applicable, lead director.

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Delegation of Board Matters

The Board may delegate to Board committees matters that the Board is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

Education

The Board is responsible for ensuring that measures are taken to orient new directors regarding the role of the Board, its committees and its directors and the nature and operation of the Corporation’s business. The Board is also responsible for ensuring that measures are taken to provide continuing education for its directors to ensure that they maintain the skill and knowledge necessary to meet their obligations as directors.

Board Performance

The Board shall annually review the performance of the Board and its committees against their respective charters and mandates and disclose the process in all applicable public documents. The Board shall also annually evaluate the performance of individual directors, the performance of the Chair and the performance of the lead director, if any.

Approval of Appointment of Management

The Board is responsible for approving the appointment of the officers of the Corporation. The Board, together with the Chief Executive Officer of the Corporation, may develop a position description for the Chief Executive Officer if desired.

Approval of Compensation of Management

The Board approves the compensation of officers and reviews and approves the Corporation’s incentive compensation plans.

Delegation to Management

The Board from time to time delegates to senior management the authority to enter into transactions, such as financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business, are reviewed by and are subject to the prior approval of the Board.

Management Development and Succession

The Board ensures that adequate plans are in place for management development and succession.

Crisis or Emergency

The Board assumes a more direct role in managing the business and affairs of the Corporation during any period of crisis or emergency.

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Responsibility for Strategic Planning

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the goals and objectives of the Corporation.

The Board is responsible for reviewing the business, financial and strategic plans by which it is proposed that the Corporation may reach those goals.

Provide Management with Input

The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.

The Board will consider alternative strategies in response to possible change of control transactions or takeover bids with a view to maximizing value for shareholders.

Monitoring of Financial Performance and Other Financial Matters

The Board is responsible for enhancing the alignment of shareholder expectations, plans of the Corporation and management performance.

The Board is responsible for adopting a processes for monitoring the Corporation’s progress toward its strategic and operational goals and revising its direction to management in light of changing circumstances affecting the Corporation; and

Assessment of Integrity of Internal Controls

Directly and through the Audit Committee, the Board assesses the integrity of internal controls over financial reporting and management information systems.

Budgets and Financial Statements

The Board reviews and approves capital, operating and exploration and development expenditures including any budgets associated with such expenditures.

The Board is responsible for approving the annual audited financial statements and, if required by applicable securities legislation, the interim financial statements, and the notes and management’s discussion and analysis accompanying such financial statements. The Board may delegate responsibility for approving interim financial statements to the Audit Committee.

Material Transactions

The Board is responsible for reviewing and approving material transactions outside the ordinary course of business, including material investments, acquisitions and dispositions of material capital assets, material capital expenditures, material joint ventures, and any other major initiatives outside the scope of approved budgets.

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Governance of All Board Matters

The Board approves those matters that are required under the Corporation’s governing statute to be approved by the directors of the Corporation, including the issuance, purchase and redemption of securities and the declaration and payment of any dividends.

Risk Management

The Board is responsible for the identification of the principal risks of the Corporation’s business and monitoring and managing those risks with a view to the long-term viability of the Corporation and achieving a proper balance between the risks incurred and the potential return to the Corporation’s shareholders.

The Board monitors the conduct of the Corporation and ensures that it complies with applicable legal and regulatory requirements.

Policies and Procedures

The Board is responsible for approving and monitoring compliance with all significant policies and procedures by which the Corporation is operated and approving policies and procedures designed to ensure that the Corporation operates at all times within applicable laws and regulations. The Board is responsible for adopting a written code of ethical business conduct for the directors, officers and employees of the Corporation and is responsible for monitoring compliance with the code and to encourage and promote a culture of ethical business conduct.

Director Independence

The Board is responsible for taking steps to ensure that directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Confidentiality

The Board shall enforce its policy respecting confidential treatment of the Corporation’s proprietary information and the confidentiality of Board deliberations.

Communications and Reporting

The Board is responsible for approving a corporate Disclosure Policy to address communications with shareholders, employees, financial analysts, governments and regulatory authorities, the media and the communities in which the business of the Corporation is conducted.

The Board is responsible for ensuring appropriate policies and processes are in place to ensure the Corporation’s compliance with applicable laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.

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