CMX Gold & Silver Corp.

INFORMATION CIRCULAR

for the Annual General of the Shareholders to be held on January 4, 2022

THIS INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CMX GOLD & SILVER CORP. (the " Corporation " or " CMX ") for use at the annual general meeting of the holders of common shares (" Common Shares ") in the capital of the Corporation to be held on January 4, 2022 at 11:00 a.m. (MDT) at the place and for the purposes set out in the accompanying Notice of Meeting (the " Meeting "). To ensure that you will be represented at the Meeting in the event that you are a registered shareholder and unable to attend personally, you are requested to date, complete and sign the form of proxy delivered to you by the Corporation and return the same to Computershare Trust Corporation of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. Alternatively, you may vote by internet using the 12-digit control number located at the bottom of your proxy at www.investorvote.com or by phone by calling 1-866-732-VOTE (8683) and follow the instructions. If you are an unregistered shareholder and receive these materials through your broker or through another intermediary pursuant to National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer , please complete and return the instrument or proxy in accordance with the instructions provided therein.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone or other electronic means of communication or in person by the directors and officers of the Corporation. The cost of such solicitation will be borne by the Corporation. Except where otherwise stated, the information contained herein is given as of the 25[th] day of November, 2021.

GENERAL

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy are officers and directors of the Corporation. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT SUCH SHAREHOLDER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY . Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and instruct the nominee on how the shareholder's shares are to be voted. In any case, the form of proxy should be dated and executed by the shareholder or the shareholder's attorney authorized in writing, or if the shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized.

A proxy will not be valid for the Meeting or any adjournment thereof unless the completed form of proxy is delivered to Computershare Trust Corporation of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department not later than 11:00 a.m. (MDT) on December 30, 2021 or not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment of the Meeting. The Chairman of the Meeting has the authority to accept late or incomplete proxies in his discretion.

Voting of Proxies

The persons named in the enclosed form of proxy have indicated their willingness to represent, as proxyholders, the shareholders who appoint them. Each shareholder may instruct its proxyholder how to vote the shareholder's shares by completing the blanks in the form of proxy.

Shares represented by properly executed proxy forms will be voted or withheld from voting on any poll in accordance with instructions made on the proxy forms and, if a shareholder specifies a choice as to any matters to be acted on, such shareholder's shares shall be voted accordingly. In the absence of such instructions, such SHARES WILL BE VOTED IN FAVOUR OF ALL MATTERS IDENTIFIED IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR .

The form of proxy confers discretionary authority upon the persons named therein with respect to amendments and variations to matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting. At the time of printing this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Voting by Internet

CMX shareholders may use the internet site at www.investorvote.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the website and will be prompted to enter their Control Number, which is located on the form of proxy. If shareholders vote by internet, their vote must be received not later than 11:00 a.m. (MST) on December 30, 2021 or not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment of the Meeting. The website may be used to appoint a proxyholder to attend and vote on a shareholder's behalf at the Meeting and to convey a shareholder's voting instructions. Please note that if a shareholder appoints a proxyholder and submits the proxyholder's voting instructions and subsequently wishes to change the proxy appointment, a shareholder may resubmit his/her proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it at any time before it is exercised, by instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing and deposited either 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 thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

Advice to Beneficial Shareholders

The information set forth in this section is significant to many shareholders of the Corporation, as a substantial number of shareholders do not own shares in their own name . Shareholders who do not hold their shares in their own name (referred to in this Information Circular as " Beneficial Shareholders ") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., a wholly-owned subsidiary of The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of that broker) is similar to the form of proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" BFSI "). BFSI typically asks Beneficial Shareholders to return voting instructions forms to BFSI. BFSI then tabulates the results of all instructions received and provides appropriate instructions respecting voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a BFSI voting instruction form cannot use that proxy to vote Common Shares directly at the Meeting - the BFSI instrument must be returned to BFSI well in advance of the Meeting in order to have the Common Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of a broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Notice & Access

The Corporation has elected to use the "Notice & Access" provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer (the " Notice & Access Provisions ") for the Meeting. The Notice & Access Provisions are a set of rules developed by the Canadian Securities Administrators that

reduce the volume of materials which are mailed to shareholders by allowing a reporting issuer to post online on the Internet an information circular in respect of a meeting of its shareholders and related materials. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice & Access Provisions, meaning that both registered and Beneficial Shareholders will be mailed a notification of availability of Meeting materials directing them to those websites where they can access the Information Circular and other relevant information (the " Notice & Access Notification "). If you receive the Notice & Access Notification and would like to receive a paper copy of the Information Circular and other relevant information, please follow the instructions printed on the Notice & Access Notification and the materials will be mailed to you. All materials will be forwarded to shareholders at the Corporation's expense. The Corporation estimates that a Shareholder's request for paper copies of the Information Circular and other relevant information will need to be received prior to December 18, 2021 in order for such Shareholder to have sufficient time to receive and review the materials requested and return the completed form of proxy by the due date of December 30, 2021. To receive a paper copy of this Information Circular and other relevant information, requests by shareholders may be made up to one year from the date the Information Circular was filed on System for Electronic Document Analysis and Retrieval ( "SEDAR" ).

The Corporation anticipates that Notice & Access will directly benefit the Corporation through reductions in postage and printing costs. The Corporation believes that Notice & Access is a much more practical process to communicate in the digital age and, also, is environmentally responsible as it decreases the large volume of paper documents generated by printing proxy related materials. Shareholders with questions about Notice & Access can call Computershare toll free at 1-866-331-6360.

Record Date, Voting Shares and Principal Holders Thereof

The Corporation has set the close of business on November 25, 2021 as the record date for the Meeting. The Corporation will prepare a list of shareholders of record at such time. Holders of Common Shares of the Corporation named on that list will be entitled to vote the Common Shares then registered in their name at the Meeting, except to the extent that (a) the holder has transferred the ownership of any of the holder's shares after that date, and (b) the transferee of those shares produces properly endorsed share certificates or a Direct Registration System ( "DRS" ) Advice, or otherwise establishes that the transferee owns the shares, and demands at any time before the Meeting that the transferee's name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote the shares at the Meeting or any adjournment thereof.

As at November 25, 2021 the Corporation's issued and outstanding voting shares consisted of 62,690,724 Common Shares. Holders of Common Shares are entitled to one vote for each Common Share held on all matters to be considered and acted upon at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Corporation, no person, firm or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation, except for Ron Otsig who is the beneficial owner of 6,428,000 Common Shares and Brinkton Corporation who is the beneficial owner of 11,170,000 Common Shares.

As at November 25, 2021, the directors and officers (including family members) of the Corporation as a group controlled or owned beneficially, directly and indirectly, 28,357,490 Common Shares, representing 45.2% of the presently issued and outstanding Common Shares.

Indebtedness of Directors and Senior Officers

As of the date hereof there is not any indebtedness owing to the Corporation by the directors, senior officers or other members of management of the Corporation, or any of their associates or affiliates.

Interest of Informed Persons in Material Transactions

There are no material interests, direct or indirect, of any directors or senior officers of the Corporation, nominees for director, any shareholder who beneficially owns more than 10% of the shares of the Corporation, or any known associate or affiliate of such persons in any transaction since the commencement of the Corporation's last completed financial year or in any completed or proposed transaction which has had a material affect or would materially affect the Corporation and which is not otherwise disclosed herein.

Interest of Certain Persons in Matters to be Acted On

Management of the Corporation is not aware of any material interests, direct or indirect, of any director, director nominee or senior officer or anyone who has held office as such since the beginning of the Corporation's last financial year, or any associate or affiliate of such persons in any manner to be acted on at the Meeting, other than as described herein.

BUSINESS OF THE ANNUAL GENERAL MEETING

Receipt of the Financial Statements and Auditor's Report

The financial statements of the Corporation for the years ended December 31, 2020 and 2019 and the auditors' report thereon will be placed before the shareholders at the Meeting.

Under securities legislation, the Corporation is required to send annually a request form to the registered holders and beneficial owners of its securities, other than debt instruments, that the registered holders and beneficial owners may use to request a hard copy of the Corporation's annual financial statements and related management's discussion and analysis (" MD&A ") and/or the Corporation's interim financial statements and related MD&A. Shareholders who wish to receive a hard copy of the Corporation's annual financial statements and related MD&A or the Corporation's interim financial statements and related MD&A must send the return card enclosed with the form of proxy sent to shareholders directly to Computershare at the address noted thereon.

Fixing Number of Directors

It is proposed that the number of directors to be elected at the Meeting to hold office until the next annual meeting or until their successors are elected or appointed, subject to the articles of the Corporation, be set at five. Unless otherwise directed, the persons named in the form of proxy delivered to shareholders intend to vote in favour of setting the number of directors to be elected at the Meeting at five.

Election of Directors

The term of office for each director is from the date of the meeting at which he or she is elected until the next annual meeting or until his or her successor is elected or appointed. At the Meeting, a board of five directors is proposed to be elected. It is the intention of the persons named in the form of proxy sent to shareholders, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the election of all nominees specified below as directors of the Corporation. If, prior to the Meeting, any vacancies occur in the proposed nominees herein submitted, the proxies shall not be voted for such vacancies. Management has been informed that each of the proposed nominees listed below is willing to serve as a director, if elected.

The following table states the names of all persons proposed to be nominated for election as directors, the position or office now held by them, if applicable, their principal occupation or employment for the preceding five years, the date on which they became directors of the Corporation and the number of Common Shares in the capital of the Corporation owned by them, either directly or indirectly, or over which they exercise control or direction as at the date hereof.

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Name, Place of Residence and Principal Occupation Number of Voting
Position with the Corporation For the Past Five Years Director Since Shares [(1)]
Jan Alston [ (2)] President and Chief Executive Officer of CMX; March, 1989 1,994,125
Calgary, Alberta, Canada an independent businessman. (3.18%)
President, CEO, Director
John A. Niedermaier [ (2)(3) ] President of Mi Casa Rentals Inc., an oilfield March, 2012 1,931,143
Calgary, Alberta, Canada supply Corporation since May 1993. (3.08%)
Director
Bruce J. Murray [ (2)(3) ] An independent businessman; Director of October, 1989 681,625
Calgary, Alberta, Canada Oronova Energy Inc. (1.09%)
Director
J. David Clements [(3) ] An independent businessman involved in private September, 2,450,000 [(4)]
Calgary, Alberta, Canada investment and consulting through Dack 2014 (3.91%)
Director Resources Ltd.
William A. Knight [(3) ] President of Apple Creek Investments, LLC; an May 24, 2018 Nil
Ashland, Oregon, USA independent businessman; inventor and
Director entrepreneur.
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Notes:

(1) Number and percentage of Common Shares beneficially owned or over which control or direction, directly or indirectly, is exercised. (2) Member of the Audit Committee.

(3) Independent director.

(4) Mr. Clements holds 664,000 Common Shares directly, 1,586,000 Common Shares indirectly through Dack Resources Ltd., a corporation controlled by Mr. Clements, and 200,000 Common Shares indirectly through his children.

Shareholders have the right to vote for or withhold voting for the election of all nominees proposed by Management to be directors of the Corporation. Unless directed to withhold voting for all nominees proposed by Management, the persons named in the form of proxy delivered to shareholders intend to vote FOR all nominees proposed by Management at the Meeting .

The Board of Directors recommends that you vote FOR all nominees proposed by Management.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Other than as disclosed herein, no proposed director of the Corporation has, within the ten years prior to the date of this Information Circular, been a director, chief executive officer or chief financial officer of any Corporation that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the Corporation access to any exemption under securities legislation for a period of more than 30 consecutive days.

Jan Alston was a director of Azteca Gold Corp. when it became subject to cease trade orders and a trading halt on May 3, 2012 for failing to file audited financial statements, as yet unrevoked.

All proposed directors of the Corporation were directors when a cease trade order was issued by the Alberta and Ontario Securities Commissions on June 22, 2020 for failure to file financial statements for the fiscal year ended December 31, 2019 and related continuous disclosure documents. The Corporation brought its regulatory filings current and the cease trade orders were revoked on October 4, 2021.

None of the proposed directors has, within the ten years preceding the date of this Information Circular, been a director or executive officer of any Corporation that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

None of the proposed directors, or a personal holding Corporation of any such persons, has, within the ten years preceding the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual or the holding Corporation of the individual, as applicable.

None of the proposed directors of the Corporation has entered into a settlement agreement with a securities regulatory authority or has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor having to make an investment decision.

Appointment of Auditors

At the Meeting, shareholders will be asked to vote for the appointment of MNP LLP, at its principal offices in Calgary, Alberta located at 1500, 640 - 5th Avenue S.W., Calgary, Alberta T2P 3G4, as auditors of the Corporation until the close of the next annual general meeting, at such remuneration as may be approved by the Board of Directors of the Corporation. MNP LLP have been the auditors of the Corporation since April 22, 2013. It is the intention of the persons named in the form of proxy sent to shareholders, if not expressly directed to the contrary in such form of proxy, to vote FOR this resolution at the Meeting. The Board of Directors recommends that you vote FOR the ordinary resolution approving the appointment of MNP LLP as auditors of the Corporation at remuneration to be fixed by the Board of Directors .

Other Business

Management is not aware of any other business to come before the Meeting other than as set forth in the Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Common Shares represented thereby in accordance with their best judgement on such matter(s).

EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS

Compensation Discussion and Analysis

"Named Executive Officer" or "NEO" means each of the following individuals: (1) the Chief Executive Officer (" CEO "); (2) the Chief Financial Officer (" CFO "); (3) the most highly compensated executive officer other than the CEO and CFO whose total compensation at the end of the most recently completed financial year was more than $150,000; and (4) each individual who would be a Named Executive Officer under item (3) but for the fact that the

individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

For the fiscal year ended December 31, 2020 the Corporation had two Named Executive Officers: Jan M. Alston, who is the Corporation's President and CEO, and Randal Squires, who was the Corporation's CFO until June 30, 2021.

The Corporation does not have any employment agreements with NEOs. The Board determines the compensation to be paid or awarded to the NEOs of the Corporation. The Board seeks to encourage advancement of exploration projects and growth in reserves, to enhance shareholder value. To achieve these objectives, the Corporation believes it is critical to create and maintain compensation programs that attract and retain committed, highly qualified personnel by providing appropriate rewards and incentives and that align the interest of the senior officers of the Corporation with those of the shareholders to provide incentive to the executive officers to enhance shareholder value. However, as a junior exploration company the Corporation is constrained by the amount of capital it has available to it. In 2020 and 2019, compensation for the CEO was based on a rate of $180 per hour for time spent on business management, the regulatory process for public and private share offerings, pursuing financings, maintaining the Corporation’s regulatory filings, investor relations and shareholder communications, Canadian Securities Exchange filing requirements, and corporate administration. Compensation for the CFO was based on $4,000 per fiscal quarter for time spent preparing financial statements and the requisite regulatory filings. At the time the Corporation is fully activated and becomes an operating exploration Corporation, compensation for the two NEOs will consist of four elements: base salary, bonus, long-term equity incentives and benefits. The following provides an overview of the first three elements of compensation. In the future, the Corporation will compensate NEOs with grants of options to acquire Common Shares pursuant to its stock option plan (the " Option Plan "). The Corporation does not, as of the date of this Information Circular, offer any form of pension plan.

During the fiscal year ended December 31, 2020, the Board had no formal meetings dedicated to compensation.

The Board uses all the data available to ensure that the Company is maintaining a level of compensation that is both commensurate with the size of the Corporation and sufficient to retain personnel it considers essential to the success of the Corporation. In reviewing comparative data, the Board does not engage in benchmarking for the purpose of establishing compensation levels relative to any predetermined point. In the Board of Directors’ view, external and third-party survey data provides an insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. This is primarily due to the differences in the size of comparable companies and the lack of sufficient appropriate matches to provide statistical relevance.

In the process used by the Board of Directors to establish and adjust executive compensation levels, third-party survey data may be considered, along with an assessment of individual performance, experience and potential to contribute to operations and growth of the Corporation. The Board of Directors can exercise both positive and negative discretion in relation to the compensation awards and its allocation between cash and non-cash awards.

The CEO of the Corporation makes recommendations to the Board of Directors regarding total compensation to the Named Executive Officers of the Corporation (excluding the CEO), including base salaries, bonuses and long-term equity incentive grants. These recommendations are considered by the Board of Directors against information derived from publicly available information and adjusted, as applicable, for inflation and anticipated increases in the current year.

Salary. Base salary represents the fixed element of the Named Executive Officer’s cash compensation. The base salary reflects economic considerations for each individual’s level of responsibility, expertise, skills, knowledge and performance. The Corporation’s current business development does not support fixed base salaries and, instead, the base salaries for the Named Executive Officers of the Corporation are determined by set fees charged on an hourly basis, which are reviewed by the Board of Directors as required.

Annual Cash Bonus Awards. The Board of Directors has the authority, based upon management recommendations, to award discretionary annual bonuses to the senior officers. The annual discretionary bonuses are intended to compensate officers for achieving superior financial and operational goals of the Corporation. The discretionary annual bonus may be paid in cash or shares in an amount reviewed with the CEO and recommended and approved by the Board of Directors. The actual amount of bonus is determined following a review of each executive’s individual performance. No bonuses were awarded to the NEOs for the fiscal years ended December 31, 2020 and December 31, 2019 due to the financial condition of the Corporation.

Future bonuses awarded by the Board of Directors will be designed to be competitive with the market while rewarding executive officers for meeting qualitative goals, including delivering near-term financial and operating results, developing long-term growth prospects, improving the efficiency and effectiveness of business operations and building a culture of teamwork focused on creating long-term shareholder value. Consistent with the flexible nature of the annual bonus program, the Board of Directors does not assign any specific weight to any particular performance goal nor is

any specific weight assigned to the performance goals in the aggregate. The Board of Directors considers not only the Corporation’s performance during the year with respect to the qualitative goals, but also with respect to market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances.

Long-Term Incentives. The allocation of stock options and the terms designed in those options are an integral component of the compensation package of the senior officers of the Corporation. The Corporation has a stock option plan in place for the purpose of providing stock options to the officers. The Board of Directors believes that the grant of options to the executive officers and share ownership by such officers serves to motivate achievement of the Corporation’s long-term strategic objectives and the result will benefit all shareholders of the Corporation.

The Board of Directors periodically reviews the adequacy and form of compensation of NEOs and directors to ensure that the level of compensation realistically reflects the responsibilities and risks involved in being an effective director or senior officer with the Corporation. Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Corporation’s financial resources and prospects.

Summary Compensation Table

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Table of Compensation Excluding Compensation Securities
Salary, Committee or Value of Value of all Total
Consulting Fee, Bonus
Name and Position Year Retainer or ($) Meeting Fees Perquisites Other Compensation
($) ($) Compensation ($)
Commission ($)
Jan Alston, [(1)] 2020 56,385 [(2)] Nil Nil Nil Nil 56,385
President and CEO, 2019 95,053 [(2)] Nil Nil Nil Nil 95,053
Director
Randal Squires, 2020 Nil Nil Nil Nil Nil Nil
CFO 2019 16,000 Nil Nil Nil Nil 16,000
John Niedermaier, 2020 Nil Nil Nil Nil Nil Nil
Director 2019 Nil Nil Nil Nil Nil Nil
Bruce Murray, 2020 Nil Nil Nil Nil Nil Nil
Director 2019 Nil Nil Nil Nil Nil Nil
J. David Clements, 2020 Nil Nil Nil Nil Nil Nil
Director 2019 Nil Nil Nil Nil Nil Nil
William A. Knight, 2020 Nil Nil Nil Nil Nil Nil
Director 2019 Nil Nil Nil Nil Nil Nil
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Notes:

(1) No compensation was paid to the named executive with respect to his services as a director.
(2) Management fees incurred each year are to a private Corporation controlled by Jan Alston's spouse, except for $10,080 paid directly to Jan Alston in 2020 and $25,000 in 2019.

(3) No compensation was paid by any person or Corporation to the above-named individuals on behalf of the Corporation.

Compensation Securities

As noted in the following table, no compensation securities were paid to the Corporation's NEOs and directors for the years ended December 31, 2020.

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Compensation Securities
Number of
compensation Issue, Closing price Closing price of
Type of securities, number Date of conversion of security or security or
Name and Position compensation security of underlying securities and issue or grant or exercise price underlying security on underlying security at year Expiry date
percentage of class ($) date of grant end
($)
($)
Jan M. Alston Nil Nil Nil Nil Nil Nil Nil
President and CEO,
Director
Randal Squires Nil Nil Nil Nil Nil Nil Nil
CFO
John Niedermaier Nil Nil Nil Nil Nil Nil Nil
Director
Bruce Murray Nil Nil Nil Nil Nil Nil Nil
Director
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Compensation Securities
Number of
compensation Issue, Closing price Closing price of
Type of securities, number Date of conversion of security or security or
Name and Position compensation of underlying issue or or exercise underlying underlying Expiry
security securities and grant price security on security at year date
date of grant
percentage of class ($) end
($)
($)
J. David Clements Nil Nil Nil Nil Nil Nil Nil
Director
William A. Knight, Nil Nil Nil Nil Nil Nil Nil
Director
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Notes:

(1) No options were issued or outstanding as at December 31, 2020.

(2) There were no options issued or cancelled in 2020.

As noted in the following table, no compensation securities were exercised by the Corporation's NEOs and directors for the year ended December 31, 2020.

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Exercise of Compensation Securities by Directors and NEOs During 2020
Difference
Type of Number of underlying Exercise Date of Closing price per security between exercise price Total value on
Name and Position compensation securities price per exercise on date of and closing exercise
security security ($)
exercised exercise ($) price on date of date ($)
exercise ($)
Jan M. Alston, Nil Nil Nil Nil Nil Nil Nil
CEO & Director
Randal Squires, Nil Nil Nil Nil Nil Nil Nil
CFO
John Niedermaier, Nil Nil Nil Nil Nil Nil Nil
Director
Bruce Murray, Nil Nil Nil Nil Nil Nil Nil
Director
J. David Clements, Nil Nil Nil Nil Nil Nil Nil
Director
William A. Knight, Nil Nil Nil Nil Nil Nil Nil
Director
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The Stock Option Plan

The allocation of stock options and the terms designed in those options are an integral component of the compensation package of the senior officers of the Corporation. The Corporation has a stock option plan in place to provide stock options to the officers, which was approved by the Corporation’s shareholders at the annual and special meeting held on June 6, 2014. Stock options are awarded to employees of the Corporation by the Board based upon the recommendation of the Chief Executive Officer, who bases his decision upon the level of responsibility and contribution of the individuals toward the Corporation's goal and objectives. Also, the Board considers the overall number of stock options that are outstanding relative to the number of outstanding common shares of the Corporation in determining whether to make any new grants of stock options and the size of such grants. The aggregate number of options that may be granted and outstanding at any time shall not be more than 10% of the Corporation’s issued and outstanding common shares. The option price per share and vesting periods shall be determined by the Board of Directors at the time that the option is granted. The exercise prices are determined by the estimated market price on the date of the grant.

Securities Authorized for Issuance Under Equity Compensation Plans

As at December 31, 2020, there are no options issued or outstanding and, accordingly, there are no Common Shares to be issued upon exercise of outstanding options issued pursuant to equity compensation plans.

AUDIT COMMITTEE DISCLOSURE

Audit Committee

The Charter for the Audit Committee is attached as Appendix I to this Information Circular and forms a part hereof. The Corporation's Audit Committee is composed of three directors: Jan Alston, John Niedermaier and Bruce Murray. John Niedermaier and Bruce Murray are considered independent, and all members of the audit committee are financially literate, as determined under National Instrument 52-110 - Audit Committees (“NI 52-110”).

The relevant education and experience of each Audit Committee member described below has provided the member an understanding of the accounting principles used by the Corporation to prepare its financial statements; the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Jan M. Alston

Mr. Alston has BA degree in Economics and a Law Degree from the University of Alberta. He has been involved in public junior natural resource companies for over 35 years. He practiced law in the 1980's in the areas of business law, oil and gas, securities regulation and corporate finance. Mr. Alston was the President and CEO of Purcell Energy Ltd. and CEO of Tenergy, Ltd., which were TSX-listed companies. He was on the audit committees for both of these companies and their predecessors for 27 years. The Corporation was listed on the CSE in December 2014, and Mr. Alston has been an Audit Committee member since that time. These involvements have provided Mr. Alston with the financial literacy required of him to perform the functions of an Audit Committee member.

Bruce J. Murray

Mr. Murray has a Bachelor of Commerce degree from the University of Calgary. He has over 35 years of extensive experience in the natural resources business, including being a co-founder, director and Chief Operating Officer of Purcell Energy Ltd. for sixteen years, and subsequently President and director of Tenergy, Ltd. The Corporation was listed on the CSE in December 2014, and Mr. Murray has been an Audit Committee member since that time. Mr. Murray has also been President and director of other publicly traded companies and is currently a director of Oronova Energy Inc., a TSX Venture-listed company. He has several decades of audit committee experience providing him with the financial literacy required to perform the functions of an Audit Committee member.

John A. Niedermaier

Mr. Niedermaier has a Bachelor of Science degree in Engineering from the University of Saskatchewan. He is a professional engineer and member of APEGA. Mr. Niedermaier has more than 50 years of experience in the oil and gas drilling and service industry. Mr. Niedermaier was a director of Purcell Energy Ltd. from 1989 until 2005 during which time he was a member of the audit committee. The Corporation was listed on the CSE in December 2014, and Mr. Niedermaier has been an Audit Committee member since that time. He has been on numerous public and private company boards of directors, and is currently a director of Marksmen Energy Inc., a TSX Venture-listed oil and gas company. He has several decades of audit committee experience providing him with the financial literacy required to perform the functions of an Audit Committee member.

As a Corporation listed on the CSE, the Corporation is exempt from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110, and is relying on the exception contained in section 6.1 of that instrument.

Pre-Authorization of Non-Audit Services

As of the date of this Information Circular, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110 - Audit Committees , the engagement of non-audit services is considered by the Board of Directors and the Audit Committee on a case-by-case basis.

Fees Charged by External Auditors

The following table sets out the aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for the category of fees described.

the category of fees described.
Audit Fees Audit-Related Fees Tax Fees (1) All Other Fees Total Notes:	2020 $30,000 - - - $30,000	2019
		$30,000 - - -
		$30,000

(1) Fees related to preparation of income tax returns.

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation's Board of Directors is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interest of its shareholders but also promotes effective decision making at the Board level. The Board is of the view that its approach to corporate governance is appropriate for the size of the Corporation and its present stage of development. Appendix II to this Information Circular sets forth the corporate governance disclosure required to be made by the Corporation herein pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices , which disclosure is made as of the date hereof.

Additional Information

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com and on the Corporation’s website at www.cmxgoldandsilver.com. To obtain copies of the Corporation's financial statements and MD&A, please contact the Corporation toll-free at 1-855-228-9589 or by email to [email protected].

The financial information is provided in the Corporation's comparative consolidated financial statements and MD&A for its two most recently completed financial years.

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Appendix I to Notice of Meeting and Information Circular of CMX Gold & Silver Corp.

AUDIT COMMITTEE CHARTER

The Audit Committee (the " Committee ") of the Board of Directors (the " Board ") of CMX Gold & Silver Corp. (the " Corporation ") shall have the oversight responsibility, authority and specific duties described below.

Composition

The Committee will be comprised of a minimum three directors as determined by the Board. Each Committee member shall, to the extent possible, satisfy the independence, financial literacy and experience requirements of applicable securities laws and rules, and stock exchange requirements or other regulatory rules. Determinations as to whether a director satisfies the requirements for membership on the Committee shall be made by the full Board.

Members of the Committee shall be appointed by the Board. Each member shall serve until his or her successor is appointed, unless he or she shall resign or be removed by the Board or he or she shall otherwise cease to be a director of the Corporation. The Board shall fill any vacancy if the membership of the Committee is less than two directors.

The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a Chair by vote of a majority of the full Committee membership.

Communication, Authority to Engage Advisors and Expenses

The Committee shall have access to such officers and employees of the Corporation, the Corporation’s external auditor and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

The Committee provides an avenue for communication, particularly for outside directors, with the external auditor, on the one hand, and senior management and the Board, on the other hand. The external auditor shall have a direct line of communication to the Committee through its Chair and shall report directly to the Committee. The Committee, through its Chair, may contact directly any employee of the Corporation, and any employee may bring before the Committee, on a confidential basis, any matter involving the Corporation's financial practices or transactions.

The Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set the compensation for any such counsel and advisors. Any engagement of independent counsel or other advisors is to be at the Corporation's expense.

The Corporation shall be responsible for all expenses of the Committee that are deemed necessary or appropriate by the Committee in carrying out its duties.

Meetings and Record Keeping

Meetings of the Committee shall be conducted as follows:

A. the Committee shall meet at least four times annually at such times and at such locations as the Chair of the Committee shall determine, provided that meetings shall be scheduled so as to permit timely review of the quarterly and annual financial statements and reports. The external auditor or any two members of the Committee may also request a meeting of the Committee;
B. the quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or by other telecommunication device that permits all persons participating in the meeting to hear each other;
C. if the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting;
D. the Chair shall, in consultation with the President and Chief Executive Officer and management and in consultation with the auditor, establish the agenda for the meetings and instruct management to ensure that properly prepared agenda materials are circulated to the Committee;
E. every question at a Committee meeting shall, if necessary, be decided by a majority of the votes cast;
F. the President and Chief Executive Officer and the Chief Financial Officer shall be available to advise the Committee, shall receive notice of meetings and may attend meetings of the Committee at the invitation of the Chair of the Committee. Other management representatives may be invited to attend as necessary; and
G. the Corporate Secretary or, in the absence of the Corporate Secretary, a Committee member or any other person selected by the Committee, shall act as secretary for the purpose of recording the minutes of each meeting.

The Committee shall provide the Board with a summary of all meetings together with a copy of the minutes from such meetings. Where minutes have not yet been prepared, the Chair shall provide the Board with oral reports on the activities of the Committee. All information reviewed and discussed by the Committee at any meeting shall be referred to in the minutes and made available for examination by the Board upon request to the Chair.

Responsibilities

The Committee is part of the Board. Its primary functions are to assist the Board in fulfilling its oversight responsibilities with respect to: (i) the oversight, review and approval of the financial statements and the accounting and financial reporting processes of the Corporation; (ii) the assessment of the system of internal controls that management has established; and (iii) the external audit process. In addition, the Committee shall

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assist the Board, as requested, in fulfilling its oversight responsibilities with respect to (i) financial policies and strategies; (ii) financial risk management practices; and (iii) transactions or circumstances which could materially affect the financial profile of the Corporation.

The Committee shall be directly responsible, in its capacity as a committee of the Board, for recommending the external auditor, approving the compensation and retention of the external auditor and overseeing the work of the external auditor and the relationship of the external auditor with the Corporation (including the resolution of disagreements between management and the external auditor regarding financial reporting).

The Committee should have a clear understanding with the independent auditor that they must maintain an open and transparent relationship with the Committee, and that the ultimate accountability of the independent auditor is to the shareholders of the Corporation.

Specific Duties

A. Relationship with External Auditor

The Committee shall:

consider and make a recommendation to the Board as to the appointment or re-appointment of the external auditor;
consider and make a recommendation to the Board as to the compensation of the external auditor which is to be paid by the Corporation;
oversee the work of the external auditor in performing their audit or review services, and oversee the resolution of any disagreements between management of the Corporation and the external auditor;
review and discuss with the external auditor all significant relationships that the external auditor and its affiliates have with the Corporation and its affiliates in order to determine the external auditor's independence, including, without limitation:
(a) requesting, receiving and reviewing, on a periodic basis, a formal written statement from the external auditor delineating all relationships that may reasonably be thought to bear on the independence of the external auditor with respect to the Corporation;
(b) discussing with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and
(c) recommending that the Board take appropriate action in response to the external auditor's report to satisfy itself of the external auditor's independence;
review and discuss the audit plan of the external auditor with the external auditor, including the staffing thereof, prior to the commencement of the audit;
as may be required by applicable securities laws, rules and guidelines, either:
(a) pre-approve all non-audit services to be provided by the external auditor to the Corporation (and its subsidiaries, if any), or, in the case of de minimis non-audit services, approve such non-audit services prior to the completion of the audit; or
(b) adopt specific policies and procedures for the engagement of the external auditor for the purposes of the provision of nonaudit services; and
review and approve the hiring policies of the Corporation regarding partners and employees and former partners and employees of the present and former external auditor of the Corporation.
B. Financial Statements and Financial Reporting

The Committee shall:

review with management and the external auditor, and recommend to the Board for approval, the annual financial statements of the Corporation and related financial reporting, including management's discussion and analysis and earnings press releases. In particular, the Committee's review of such financial statements should include, but not be limited to:
(a) reviewing changes in accounting principles, or in their application, which may have a material effect on the current or future years' financial statements;
(b) reviewing significant accruals, reserves or other estimates;
(c) reviewing the accounting treatment of unusual or non-recurring transactions; and
(d) reviewing disclosure requirements for commitments and contingencies;
upon completion of each audit, review with the external auditor the results of such audit. This process should include but not be limited to:
(a) reviewing the scope and quality of the audit work performed;
(b) reviewing the capability of the Corporation’s financial personnel;
(c) reviewing the co-operation received from the Corporation’s financial personnel during the audit;
(d) reviewing the internal resources used;
(e) reviewing significant transactions outside of the normal business of the Corporation; and
(f) reviewing significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems;

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review with management, and recommend to the Board for approval, the interim financial statements of the Corporation and related financial reporting, including management's discussion and analysis and earnings press releases;
review with management and recommend to the Board for approval, any financial statements of the Corporation which have not previously been approved by the Board and which are to be included in a prospectus or other public disclosure document of the Corporation;
consider and be satisfied that adequate policies and 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 (other than public disclosure referred to in clauses B.1 and B.3 above), and periodically assess the adequacy of such procedures;
review with management, the external auditor and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters may be, or have been, disclosed in the financial statements; and
review accounting, tax, legal and financial aspects of the operations of the Corporation as the Committee considers appropriate.
C. Internal Controls

The Committee shall review with management and the external auditor, the adequacy and effectiveness of the internal control and management information systems and procedures of the Corporation (with particular attention given to accounting, financial statements and financial reporting matters) and determine whether the Corporation is in compliance with applicable legal and regulatory requirements and with the Corporation's policies.

D. Financial Risk Management

The Committee may, if requested:

review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to insurance, accounting, management reporting and risk management;
review with management and the external auditor their assessment of the significant financial risks and exposures of the Corporation and discuss with management the steps which the Corporation has taken to monitor and control such exposures;
review current and expected future compliance with covenants under any financing agreements;
review the activities of the Corporation’s marketing group and the financial risks arising from such activities;
review the insurance program including coverage for such things as business interruption, general liabilities, and directors and officers liability;
review any other significant financial exposures including such things as tax audits, government audits or any other activities that expose the Corporation to the risk of a material financial loss;
report the results of such reviews to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the businesses of the Corporation; and
review the appropriateness of the policies and procedures used in the preparation of the Corporation’s financial statements and other required disclosure documents, and consider recommendations for any material change to such policies.
E. Corporate Governance

The Committee may, if requested:

review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to insurance, accounting, management reporting and risk management; and
review with management and the external auditor their assessment of the significant financial risks and exposures of the Corporation and discuss with management the steps which the Corporation has taken to monitor and control such exposures.
F. Procedure for Complaints and Employee Submissions

The Committee shall establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Approval

This Audit Committee Charter was approved and adopted by the Board effective July 12, 2019.

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Appendix II to Notice of Meeting and Information Circular of CMX Gold & Silver Corp.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

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----- Start of picture text -----

Disclosure Requirement Our Corporate Governance Practices
1. Board of Directors
(a) Disclose the identity of proposed directors who are Bruce Murray, John Niedermaier, J. David Clements, and William A.
independent. Knight are independent as that term is defined in section 1.4 of
National Instrument 52-110 Audit Committees ("NI 52-110").
(b) Disclose the identity of directors who are not Jan Alston is not independent as he is an officer of the Corporation.
independent and describe the basis for that
determination.
2. Directorships
(a) If a director is presently a director of any other The directors are also directors or trustees of the reporting issuers set
issuer that is a reporting issuer (or the equivalent) out by their respective names below:
in a jurisdiction or a foreign jurisdiction, identify
both the director and the other issuer. John Niedermaier – Marksman Energy Inc.
Bruce Murray – Oronova Energy Inc.
(b) Describe what steps, if any, the board takes to New directors will be made aware of the nature and operation of the
orient new board members and describe any business of the Corporation through interviews with other board
measures the board takes to provide continuing members and management during which they are briefed on the
education for directors Corporation and its current business issues. Information on courses
pertaining to corporate governance is circulated to Board members
who are encouraged to attend.
3. Ethical Business Conduct
(a) Describe what steps, if any, the board takes to The Board promotes a culture of ethical business - conducted by a
promote a culture of ethical business conduct. regular oversight of the Corporation's business. Ensures that all
directors, officers, employees and consultants are persons of high
ethical standards.
Directors must disclose all interests and relationships of which the
director is aware which may give rise to a conflict of interest. Directors
are also required to disclose any actual or potential personal interest in
a matter on which the Board is making a decision and withdraw from
the deliberations.
4. Nomination of Directors
(a) Describe what steps, if any, are taken to identify The members of the Board share responsibility for proposing new
new candidates for board nominations including: nominees for the Board.
(i) who identifies new candidates; and
(ii) the process of identifying new candidates.
5. Compensation
(a) Describe what steps, if any, are taken to determine The board periodically reviews the adequacy and form of
the compensation for the issuer's directors and compensation of directors to ensure that the level of compensation
CEO, including: realistically reflects the responsibilities and risks involved in being an
(i) who determines compensation; and effective director.
(ii) the process of determining compensation. The non-management directors on the Board set the annual salary,
bonus and other benefits, direct and indirect, of the CEO and approves
the compensation for all other designated officers after considering the
recommendations of the CEO.
6. Other Board Committees
(a) If the board has standing committees other than the Given the small number of directors, the Board does not have any other
audit, compensation and nominating committees, committees other than the audit committee.
identify the committees and describe their
function.
7. Assessments
(a) Disclose what steps, if any, that the board takes to The Board conducts an annual review of its effectiveness as well as the
satisfy itself that the board, its committees, and its effectiveness and contribution of each Board committee and each
individual directors are performing effectively. individual director.
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CMX Gold & Silver Corp. — AGM Information 2021

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