ROUGHRIDER EXPLORATION LIMITED

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2020

Dated November 2, 2020

ROUGHRIDER EXPLORATION LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual general meeting (the “Meeting” ) of the shareholders (“ Shareholders ”) of Roughrider Exploration Limited (the “Company” ) will be held in Suite 904 of 409 Granville Street, Vancouver, British Columbia, on December 10, 2020 at 2:00 p.m. (Vancouver, British Columbia time), for the following purposes:

to receive and consider the financial statements of the Company for the year ended December 31, 2019 and the report of the auditors thereon;
to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
to elect the directors of the Company for the ensuing year;
to consider and if thought advisable, to pass, with or without amendment, an ordinary resolution to reapprove the Company’s Stock Option Plan, as more particularly described in the attached management information circular of the Company dated November 2, 2020; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees, communities and other stakeholders, Meeting participants are encouraged NOT to attend in person. Rather, participants are encouraged to vote on the matters BEFORE the Meeting by proxy and to join the Meeting by teleconference. Those who attend the Meeting by teleconference are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the information circular accompanying this Notice.

To access the Meeting by teleconference, dial toll free at 1-800-319-8560, Access Code: 200028.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying information circular.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is November 2, 2020 (the “ Record Date ”). Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are not attending the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be mailed so as to reach or be deposited with the Company’s registrar and transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

DATED this 2nd day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF ROUGHRIDER EXPLORATION LIMITED

“ Adam Travis ”

Adam Travis Chief Executive Officer and Director

ROUGHRIDER EXPLORATION LIMITED

420 – 625 Howe Street Vancouver, British Columbia V6C 2T6 Telephone: +1 (604) 697-0028

INFORMATION CIRCULAR

(containing information as at November 2, 2020)

For the Annual General Meeting to be held on December 10, 2020

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of Roughrider Exploration Limited (the “Company”), for use at the annual general meeting (the “Meeting”), of the shareholders (“Shareholders”) of the Company, to be held on Thursday, December 10, 2020 at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

To access the Meeting by teleconference, dial toll free at 1-800-319-8560, Access Code: 200028.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are Directors and/or Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 8TH FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO M5J 2Y1, BY 2:00 P.M. (PACIFIC STANDARD TIME) ON TUESDAY DECEMBER 8, 2020, OR IN THE EVENT OF AN ADJOURNMENT, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE ADJOURNED MEETING.

The instrument of proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a Company, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, the revocation instrument must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and Transfer Agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

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

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

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The instrument of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “ Ordinary Resolution ”) unless the motion requires a special resolution (a “ Special Resolution ”), in ��votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold common shares in their own name. Shareholders who do not hold their common shares in their own name (referred to in this Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those common shares will not be registered in the Shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). The 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, a broker and its agents 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.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“ NOBOs ” for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 (“ NI 54-101 ”) issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy related materials directly to NOBOs.

This year, the Company has decided to take advantage of those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”) from our Transfer Agent, Computershare Investor Services Inc. (“ Computershare ”). These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

With respect to Beneficial Shareholders who are OBOs, regulatory rules require intermediaries/brokers to seek voting instructions 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 who are OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder who is an OBO by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted.

These security holder materials are being sent to both registered and non-registered owners of the shares of the Company. If you are a non-registered owner and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

In accordance with the Provisions of NI 54-101, the Company has elected not to pay for mailing to OBO’s. As a result, OBO’s will only receive paper copies of proxy-related materials if the OBO’s intermediary assumes the costs of delivery.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting common shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their common shares as a proxyholder.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares having attached thereto the special rights and restrictions as set forth in the Articles of the Company. On November 2, 2020 (the “ Record Date ”), 40,935,151 common shares were issued and outstanding, each share carrying the right to one vote. No Preferred shares have been issued. The Company has no other classes of voting shares.

Any Shareholder of record at the close of business on November 2, 2020 who either personally attends the Meeting or who has completed and delivered a proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s shares voted at the Meeting.

To the knowledge of the Directors and Senior Officers of the Company, as of the Record Date, no person beneficially owns, or controls or directs, directly or indirectly, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company other than as disclosed below:

Name	No. of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(1)	Percentage of Outstanding Shares
Scott Gibson	4,487,400(2)	11.02%
Adam Travis	4,316,500(3)	10.60%

(1) This number of shares beneficially owned, controlled or directed, directly or indirectly was obtained from publicly available information filed on www.sedi.ca.
(2) Includes 2,957,600 common shares held by Beneath the Surface Capital Corp. and 1,009,800 common shares held by Kitco Gibson Capital Corp., private companies controlled by Scott Gibson.
(3) All 4,316,500 common shares are held by Cazador Resources Ltd., a private company controlled by Adam Travis.

EXECUTIVE COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had two “Named Executive Officers” during the financial year ended December 31, 2019, namely Mr. Scott Gibson, CEO, and Ms. Jasmine Lau, CFO and Corporate Secretary of the Company.

Definitions: For the purpose of this Information Circular:

“CEO” means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

“closing market price” means the price at which the company’s security was last sold, on the applicable date,

(1) in the security’s principal marketplace in Canada, or
(2) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace;

“company or corporation” includes other types of business organizations such as partnerships, trust and other unincorporated business entities;

“equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment.

“external management company” includes a subsidiary, affiliate or associate of the external management company.

“grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment.

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan;

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

(1) a CEO;
(2) a CFO;
(3) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102, Form 51-102F6, for that financial year; and
(4) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

“NI 52-107” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

“non-equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of the Company’s Board of Directors is responsible for adopting appropriate procedures with respect to the compensation of the Company’s executive officers. The Compensation Committee aims to ensure that total compensation paid to all NEOs is fair and reasonable and is consistent with the Company’s compensation philosophy.

The Compensation Committee is also responsible for recommending compensation for the directors and granting stock options to the directors, officers and employees of, and consultants to, the Company pursuant to the Company’s stock option plan (“ Stock Option Plan ”).

The philosophy of the Company in determining compensation is that the compensation should (i) reflect the Company’s current state of development, (ii) reflect the Company’s performance, (iii) reflect individual performance, (iv) align the interests of executives with those of the Shareholders, (v) assist the Company in retaining key individuals, and (vi) reflect the Company’s overall financial status.

Compensation Components

The compensation of the NEOs comprises primarily of (i) base salary or consulting fees; (ii) long-term incentive in the form of stock options granted in accordance with the Stock Option Plan; and (iii) the Compensation Committee may also set, throughout the year, discretionary bonuses as well as bonuses contemplated under each NEOs employment or consulting contract.

In establishing levels of compensation, the Compensation Committee relies on the experience of its members as officers and directors of other reporting issuers in assessing compensation levels taking into account the stage of development of the Company, the size of the Company's assets, available capital, revenues, as well as the particular officer's level of responsibility, duties, amount of time dedicated to the affairs of the Company and contribution to the Company's long term success. The current and proposed directors of the Company are currently directors or officers of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Adam Travis	None
Scott Gibson	Collingwood Resources Corp.
Jay Sujir	Vanadian Energy Corp. Libero Copper & Gold Corporation Kutcho Copper Corp. Mexican Gold Mining Corp. Helix Applications Inc. Outcrop Gold Corp. Voleo Trading Systems Inc. Northway Resources Corp. Baltic I Acquisition Corp. Abigail Capital Corp. Carlin Gold Corporation Collingwood Resources Corp.
Fletcher Morgan	QuestEx Gold & Copper Ltd.

Name of Director	Name of Reporting Issuer
Dale Wallster	Southern Empire Resources Corp. ValOre Metals Corp. Datum Ventures Inc.
Dan Berkshire	None

The purpose of this process is to:

understand the competitiveness of current pay levels for each executive position relative to other reporting issuers;
identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and
establish a basis for developing salary adjustments and short-term and long-term incentive awards.

To date, no specific formulas have been developed to assign a specific weighting to each of these components. Instead, the independent directors consider the Company’s performance and determine compensation based on this assessment.

The Compensation Committee has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Compensation Committee when implementing its compensation policies and the Compensation Committee does not believe that the Company’s compensation policies result in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Company.

Base Salary

The Compensation Committee approves the salary ranges for the NEOs. The review for each NEO is based on assessment of factors such as current competitive market conditions and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. The Compensation Committee, using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive and employee compensation levels (see disclosure below under “Summary Compensation Table – Narrative Discussion” ).

Use of Financial Instruments

The Company does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

Option Based Awards

The Stock Option Plan is used to attract, retain and incentivize qualified and experienced personnel. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its NEOs, as well as for its other directors, officers, other management, employees and consultants (collectively, “ eligible persons ”), aligning their interests with those of Shareholders and permitting them to participate in any appreciation of the market value of the Company’s common shares over a stated period of time. The Stock Option Plan is designed to foster a proprietary interest in stock ownership, and to reinforce a commitment to the Company’s long-term growth, performance and success as well as increasing Shareholder value.

The Board, or Compensation Committee thereof, reviews the grant of stock options to NEOs and other eligible persons from time to time, based on various factors such as their level of responsibility and their role and importance in the Company achieving its corporate goals, objectives and prospects, and increasing Shareholder value. Previous grants of options are taken into account when considering new grants of stock options to NEOs.

The Company has no equity compensation plans other than the Stock Option Plan.

Summary Compensation Table

The following table sets out certain information respecting the compensation paid to the NEOs for the financial years ended December 31, 2019, 2018 and 2017 in which they were acting in the capacity of a NEO.

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option -based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
(a)	(b)	(c)	(d)	(e)	(f1)	(f2)	(g)	(h)	(i)
Scott Gibson CEO (1)	2019	155,000	Nil	Nil	Nil	Nil	Nil	34,900(3)	189,900
	2018	155,000	Nil	Nil	Nil	Nil	Nil	23,379(3)	178,379
	2017	155,000	Nil	Nil	Nil	Nil	Nil	35,322(3)	190,322
Jasmine Lau CFO & Corporate Secretary(2)	2019	Nil	Nil	Nil	Nil	Nil	Nil	30,000	30,000
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1) On April 13, 2020 Scott Gibson resigned as CEO of the Company but remained on the Board of Directors.

(2) Ms. Jasmine Lau is an employee of Red Fern Consulting, which provided CFO, Corporate Secretary and accounting services to the Company for a fee of $2,500 per month. Ms. Lau did not receive any direct compensation from the Company in connection with her services as CFO or Corporate Secretary. On May 1, 2020, Ms. Lau resigned as CFO and Corporate Secretary of the Company.
(3) Fees were earned by Beneath the Surface Capital Corp., a company controlled by Scott Gibson, for administration, corporate compliance and office rent.

Narrative Discussion

The Company’s general compensation strategy for NEOs is discussed above under “ Compensation Discussion and Analysis ”. During the most recently completed financial year, the significant terms of each NEOs employment or consulting agreement were as follows:

Pursuant to an agreement (the “ Gibson Executive Contract ”) dated December 18, 2014, Mr. Gibson, CEO of the Company, receives a base salary of $155,000 per annum. In addition, Mr. Gibson is entitled to receive an annual bonus of up to 50% of the base salary, at the discretion of the Compensation Committee, dependent on the achievement of certain performance targets including: (i) strengthening the foundation of the Company; (ii) mergers and acquisitions; and (iii) hiring, retaining and managing the management team. Pursuant to the Gibson Executive Contract, Mr. Gibson is entitled to receive future grants under the Company’s Stock Option Plan in accordance with the terms of the Stock Option Plan. Mr. Gibson may be reimbursed for expenses incurred by him personally in keeping with good business practice. In the event of termination without just cause Mr. Gibson is entitled to a severance payment equal to twelve months’ salary. In addition, Mr. Gibson would be entitled to exercise all vested stock options under the option agreement. Mr. Gibson may terminate the Gibson Executive Contract by giving the Company one month’s written notice. Also, see discussion below with respect to payments due to Mr. Gibson under the Gibson Executive Contract upon the occurrence of a “Change of Control” under the heading “ Termination and Change of Control Benefits ”.

The Company’s CFO and Corporate Secretary for the most recently completed financial year, Ms. Jasmine Lau, who was appointed on January 20, 2017, is an employee of Red Fern Consulting with an office at 1429 Frederick Road, North Vancouver, British Columbia, V7K 1J6, which provides accounting and administrative services to the Company for a fee of $2,500 per month. Ms. Lau has not received any direct compensation from the Company in connection with her services as CFO.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth particulars of all outstanding share-based and option-based awards granted to the Named Executive Officers and which were outstanding at December 31, 2019:

		Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards(2)	Share-based Awards(2)	Share-based Awards(2)
Name	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money- options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of share-based awards not paid out or distributed ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Scott Gibson CEO	Nil	N/A	N/A	N/A	N/A	N/A	N/A
Jasmine Lau CFO & Corporate Secretary	Nil	N/A	N/A	N/A	N/A	N/A	N/A

(1) Of the 90,000 stock options outstanding at December 31, 2019, NEOs held nil.

(2) The Company did not have any share-based awards outstanding at December 31, 2019.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth particulars of the value vested or earned during the year ended December 31, 2019 in respect of incentive awards to the Named Executive Officer:

Name	Option-based awards– Value vested during the year ($)	Share-based awards–Value vested during the year ($)	Non-equity incentive plan compensation–Value earned during the year ($)
Scott Gibson CEO	Nil	Nil	Nil
Jasmine Lau CFO & Corporate Secretary	Nil	Nil	Nil

Narrative Discussion

The grant of stock options to NEOs pursuant to the Company’s Stock Option Plan is discussed above under the heading “ Compensation Discussion and Analysis – Option Based Awards .”

As at December 31, 2019, NEOs held none of the 90,000 outstanding stock options. During the year ended December 31, 2019, the Company granted nil stock options to NEOs.

Pension Plan Benefits

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

Termination and Change of Control Benefits

During the year ended December 31, 2019, except as disclosed below, the Company did not have any contracts, agreements, plans or arrangements in place with any NEO that provides for payment following or in connection with any termination, resignation, retirement, a change of control of the Company or a change in an NEOs responsibilities.

Under the terms of the Gibson Executive Contract, a change of control (a “ Change of Control ”) is defined to have occurred upon one of the following events:
at least 50% of the fair market value of the assets of the Company are sold; or
there is a direct or indirect acquisition by a person or group of persons - acting jointly or in concert - of the voting securities of the Company (as defined in the Securities Act (British Columbia) as the same may be amended from time to time and any successor legislation thereto) that when taken together with any voting securities owned directly or indirectly by such person or group of persons at the time of the acquisition, constitute 40% or more of the outstanding voting securities of the Company; or
at least 49.99% of the then-incumbent Board of Directors’ nominees are not elected to the Board of Directors at any annual or special meeting of Shareholders of the Company; or
a liquidation, dissolution or winding-up of the Company; or
the amalgamation, merger or arrangement of the Company with or into another entity where the Shareholders of the Company immediately prior to the transaction will hold less than 51% of the voting securities of the resulting entity upon completion of the transaction.
however, for clarity, the Company’s QT (taking it from a CPC to a fully listed company) will not be considered a Change of Control, even if one or more of the above conditions is met.

Upon a Change of Control, Mr. Gibson will have the right, at his sole discretion, to terminate his employment agreement with the Company (or any successor company) at any time within six (6) months from the Change of Control by giving sixty (60) days’ notice to the Company. Upon doing so, Mr. Gibson will become entitled to a lump sum payment equal to twelve (12) months of base salary and other compensation equal to the average of all compensation received by Mr. Gibson in the preceding six (6) months, plus a twenty-four (24) month continuation of benefits received as part of Mr. Gibson’s employment.

Management Contracts

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the Directors or Senior Officers of the Company. The Company is not a party to a Management Contract with any directors or executive officers except as disclosed below:

The Company’s CFO and Corporate Secretary for the most recently completed financial year, Ms. Jasmine Lau, is an employee of Red Fern Consulting with an office at 1429 Frederick Road, North Vancouver, British Columbia, V7K 1J6, which provides CFO, Corporate Secretary and accounting services to the Company for a fee of $2,500 per month. Ms. Lau did not receive any direct compensation from the Company in connection with her services as CFO or Corporate Secretary. On May 1, 2020, Ms. Lau resigned as CFO and Corporate Secretary of the Company.

DIRECTOR COMPENSATION

The only arrangement under which directors are compensated by the Company for their services in their capacity as directors is that each director is eligible under the Company’s Stock Option Plan to receive grants of stock options, at the discretion of the entire Board of Directors.

Director Compensation Table

The following table sets forth particulars of all compensation paid to directors who were not executive officers during the years ended December 31, 2019, 2018 and 2017:

Name (a)	Year (b)	Fees earned ($) (c)	Share- based awards ($) (d)	Option- based awards ($) (e)	Non-equity incentive plan compensation ($) (f)	Pension value ($) (g)	All other compensation ($) (h)	Total ($) (i)
Dale Wallster	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Alex Heath(1)	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Wayne Hewgill(1)	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Jay Sujir	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1) Messrs. Heath and Hewgill both resigned from the Board of Directors on April 13, 2020.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out certain information respecting share-based and option-based awards outstanding at December 31, 2019 for the directors of the Company who were not NEOs.

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Dale Wallster	50,000(2)	0.60	February1,2021	Nil	Nil	Nil	Nil
Alex Heath(3)	Nil	N/A	N/A	N/A	Nil	Nil	Nil
Wayne Hewgill(3)	Nil	N/A	N/A	N/A	Nil	Nil	Nil
JaySujir	Nil	N/A	N/A	N/A	Nil	Nil	Nil

(1) The calculation to determine whether a stock option is in-the-money is to subtract the exercise price from the Company’s closing market price on a given date, and if positive, multiply the difference by the number of stock options. The closing price of the Company’s shares on the TSX Venture Exchange (“TSX-V”) on December 31, 2019 was $0.06, and consequently no stock options were in-the-money.

(2) These stock options were cancelled on April 13, 2020.

(3) Messrs. Heath and Hewgill both resigned from the Board of Directors on April 13, 2020.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth particulars of the value vested or earned during the year ended December 31, 2019 in respect of incentive awards to the Directors:

Name	Option-based awards– Value vested during the year ($)(1)	Share-based awards– Value vested during the year ($)	Non-equity incentive plan compensation–Value earned during the year ($)
Dale Wallster	Nil	Nil	Nil
Alex Heath	Nil	Nil	Nil
Wayne Hewgill	Nil	Nil	Nil
JaySujir	Nil	Nil	Nil

(1) The calculation of the value vested during the year is to subtract the exercise price from the Company’s closing market price on the vesting date, and if positive, multiply the difference by the number of awards. No awards vested during the most recently completed financial year.

Narrative Discussion

The grant of stock options to directors pursuant to the Company’s Stock Option Plan is discussed above under the heading “ Compensation Discussion and Analysis – Option Based Awards ”.

During the most recently completed financial year ended December 31, 2019, the Company granted nil options to directors who are not NEOs. As at December 31, 2019, directors who are not NEOs held 50,000 of the 90,000 outstanding stock options.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2019:

Equity Compensation Plan Information as of December 31, 2019

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved bysecurityholders(1)	90,000	$0.50	1,290,655(2)
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
TOTAL	90,000	$0.50	1,290,655

(1) Represents the Company’s Stock Option Plan. As discussed under the heading “Particulars of Other Matters to be Acted On” below, the Company’s Stock Option Plan will be submitted to Shareholders for re-approval at the Meeting.

(2) Based on 13,806,551 common shares issued and outstanding on December 31, 2019

For further information on the Company’s equity compensation plans, refer to the heading “Re-approval of Rolling Stock Option Plan”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this Information Circular or “routine indebtedness” as defined in Form 51-102F5 of National Instrument 51-102 none of:

(a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a director or executive officer of the Company;

(b) the proposed nominees for election as a director of the Company; or
(c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein:

(1) no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year of the Company;
(2) no proposed nominee for election as a Director of the Company; or
(3) any associate or affiliate of the foregoing persons,

has 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 exclusive of the election of Directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

Except as disclosed below, elsewhere herein or in the Notes to the Company’s financial statements for the financial year ended December 31, 2018, none of:

(1) the Informed Persons of the Company;
(2) the proposed nominees for election as a Director of the Company; or
(3) 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 Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2019, together with the Auditor’s Report of the Company (the “ Financial Statements ”), will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor’s Report thereon together with Management Discussion and Analysis (“ MD&A ”) for the financial year ended December 31, 2019 are available on SEDAR at www.sedar.com. The Notice of Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of proxy will be available from the Company’s Registrar and Transfer Agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or from the Company’s head office located at 420 – 625 Howe Street, Vancouver, BC V6C 2T6.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102 “Continuous Disclosure Obligations” sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered shareholders must also provide written instructions in order to receive the financial statements.

MATTERS TO BE ACTED UPON

A. APPOINTMENT AND REMUNERATION OF AUDITORS

Davidson & Company LLP, Chartered Professional Accountants (“ Davidson ”) are the auditors for the Company. Unless the Shareholder has specifically instructed in the enclosed form of proxy that the common shares represented by such proxy are to be withheld or voted otherwise, the persons named in the accompanying proxy will vote FOR the appointment of Davidson as auditor of the Company to hold office until the next annual meeting of Shareholders or until a successor is appointed and to authorize the Board of Directors to fix the remuneration of the auditors.

B. FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors at six (6). Unless the Shareholder has specifically instructed in the enclosed form of proxy that the common shares represented by such proxy are to be withheld or voted otherwise, the persons named in the accompanying proxy will vote FOR the election of each of the proposed nominees set forth below as directors of the Company . Although Management is nominating six (6) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the Articles of the Company. In the absence of instructions to the contrary, the shares represented by proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which each person is ordinarily a resident, the positions and offices which each presently holds with the Company, the period of time for which each person has been a Director of the Company, their respective principal occupation (or employment during the past five years if such nominee is not presently an elected Director) and the number of common shares of the Company which each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular. Five (5) of the nominees are currently Directors of the Company.

Name, Province and Country of Ordinary Residence (1)	Positions Held with the Company	Principal Occupation (or Employment During the Past Five Years)(1)	Date First Became a Director	No. of common shares Beneficially Owned, Directly or Indirectly(2)
Adam Travis(8)(9) British Columbia, Canada	Chief Executive Officer & Director	CEO of the Company since April 13, 2020, CEO of QuestEx Gold & Copper Ltd.(2010 – 2018)	April 13, 2020	4,316,500(3)
Jay Sujir(8) British Columbia,Canada	Director	Partner at Farris LLP	December 7, 2011	522,500(4)
Dale Wallster(8)(9) BritishColumbia, Canada	Director	Prospector, Geologist and Businessman	July 16, 2014	410,000(5)
Scott Gibson British Columbia, Canada	Director	Managing Director of Beneath the Surface Capital Corp. and Kitco Gibson Capital Corp, former CEO of the Company.	December 7, 2011	4,487,400(6)

Name, Province and Country of Ordinary Residence (1)	Positions Held with the Company	Principal Occupation (or Employment During the Past Five Years)(1)	Date First Became a Director	No. of common shares Beneficially Owned, Directly or Indirectly(2)
Fletcher Morgan(8)(9) British Columbia, Canada	Director	Management consultant and registered broker, Partner of Elemental Capital Partners LLP.	April 13, 2020	3,031,000(7)
Dan Berkshire(10) British Columbia, Canada	Director	Consultant to the mineral exploration industry	N/A(10)	Nil

(1) The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective Directors individually.
(2) The number of shares beneficially owned, directly or indirectly was obtained from publicly available information filed on www.sedi.ca or directly from the Director.
(3) All 4,316,500 common shares are held by Cazador Resources Ltd., a private company controlled by Mr. Travis.
(4) Includes 22,500 common shares held by Ockham Capital Corporation and 100,000 shares held by J. Sujir Law Corporation, both companies controlled by Mr. Sujir.
(5) Includes 400,000 common shares held by Mulgravian Ventures Corporation, a private company controlled by Mr. Wallster.
(6) Includes 2,957,600 common shares held by Beneath the Surface Capital Corp. and 1,009,800 common shares held by Kitco Gibson Capital Corp., both companies controlled by Mr. Gibson.
(7) Includes 3,000,000 common shares held by Elemental Capital Partners LLP., a company controlled by Mr. Morgan.
(8) Member of the Audit Committee, with Mr. Wallster being the Chair of the Committee.
(9) Member of the Corporate Governance & Compensation Committee, with Mr. Morgan being the Chair of the Committee.
(10) Mr. Berkshire is not currently a Director of the Company, but is on the slate to be appointed to the Board of Directors at the Meeting.

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Other than as listed below, no proposed director (including any personal holding company of a proposed director), is:

(1) as at the date of the Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
(i) was the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers), 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 person was acting in the capacity as director, chief executive officer or chief financial officer;

Jay Sujir was on the board of directors of Red Eagle Mining Corporation (“ Red Eagle ”), which is subject to a cease-trade order issued by the British Columbia Securities Commission on November 20, 2018 for failure to file interim financial statements, management's discussion and analysis, and certification of interim filings for the period ended September 30, 2018.

(ii) was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;

(2) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
- Jay Sujir was an independent director of Norwood Resources Ltd. from May 2008 until January 2011. In the last quarter of 2010, the board of directors of Norwood Resources Ltd. determined that the delays through the last quarter of 2010 had made the company insolvent and believed that the company was un-financeable, and determined that the interests of all stakeholders would best be protected by an assignment into bankruptcy. Norwood Resources Ltd. declared bankruptcy on January 19, 2011. Mr. Sujir resigned as a director on January 19, 2011.
- Jay Sujir was on the board of directors of Red Eagle which owned and operated the Santa Rosa mine in Colombia. Due to start up issues Red Eagle had difficulty servicing its project debt and the mine was only able to commence commercial production on the basis of forbearances from the secured lenders. In August 2018 Red Eagle obtained a firm commitment from a third party to refinance the debt with substantial concessions and co-operation from the secured lenders, but in October 2018 the third party defaulted on its commitment and as a result, the secured lenders withdrew their forbearances and appointed a receiver-manager over the assets of Red Eagle.
(3) has, within the 10 years before 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 proposed director; or
(4) has been subject to:
(i) 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 since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

The Company does not currently have an Executive Committee of its Board of Directors.

ADVANCE NOTICE PROVISIONS

At the October 31, 2014 annual general and special meeting, the Company's shareholders voted to adopt amendments to the Company's Articles to include advance notice provisions (the " Advance Notice Provisions "). The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to the Company in circumstances where nomination of persons for election to the Board are made by Shareholders of the Company. The Advance Notice Provisions set a deadline by which shareholders must submit nominations (a " Notice ") for the election of directors to the Company prior to any annual or special meeting of shareholders. The Advance Notice Provisions also set forth the information that a shareholder must include in the Notice to the Company, and establish the form in which the shareholder must submit the Notice for that notice to be in proper written form.

In the case of an annual meeting of shareholders, a Notice must be provided to the Company not less than 30 days and not more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, a Notice must be provided to the Company not later than the close of business on the 10[th] day following such public announcement.

As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions.

C. RE-APPROVAL OF ROLLING STOCK OPTION PLAN

The TSX-V requires all listed companies with a 10% rolling stock option plan to obtain annual Shareholder approval, by ordinary resolution, of such a plan. Shareholders will be asked at the Meeting to vote on a resolution to re-approve the Stock Option Plan.

Accordingly, at the Meeting, Shareholders will be asked to pass an Ordinary Resolution re-approving the Stock Option Plan. A summary of the material provisions of the Stock Option Plan are as follows:

(1) the Stock Option Plan reserves, for issue pursuant to stock options, a maximum number of common shares equal to 10% of the outstanding common shares of the Company from time to time, with no mandatory vesting provisions;
(2) the number of common shares reserved for issue to any one person in any 12 month period under the Plan may not exceed 5% of the outstanding common shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the TSX-V);
(3) the number of common shares reserved for issue to any Consultant (as defined by the TSX-V) in any 12 month period under the Plan may not exceed 2% of the outstanding common shares at the time of grant;
(4) the aggregate number of common shares reserved for issue to any Employee (as defined by the TSX-V) conducting Investor Relations Activities (as defined by the TSX-V) in any 12 month period under the Plan may not exceed 2% of the outstanding common shares at the time of grant;
(5) the number of common shares issued to any one person within a 12 month period on the exercise of stock options may not exceed 5% of the outstanding common shares at the time of exercise without Disinterested Shareholder Approval;
(6) the exercise price per common share for a stock option may not be less than the Discounted Market Price (as determined pursuant to the policies of the TSX-V);
(7) stock options may have a term not exceeding ten years;
(8) there is no longer any requirement that stock options terminate within specified periods of the optionee ceasing to be a director, officer, employee or consultant of the Company;
(9) stock options are non-assignable and non-transferable; and
(10) the Stock Option Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of stock options in the event of a share consolidation, split, reclassification or other relevant change in the common shares, or an amalgamation, merger or other relevant change in the Company’s corporate structure, or any other relevant change in the Company’s capitalization.

A copy of the Stock Option Plan is available on request from the Company.

At the Meeting, Shareholders will be asked to vote on the following resolution, with or without variation:

the Stock Option Plan, be, and is hereby, ratified, affirmed and approved until the next annual general meeting of the Company; and
the form of the Stock Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities or stock exchange without requiring further approval of the Shareholders.

In order to be passed, a majority of the votes cast at the Meeting or in person or by proxy must be voted in favour of the resolution.

The Board of Directors recommends that Shareholders vote FOR the Stock Option Plan. Unless the Shareholder has specifically instructed in the form of proxy or VIF that the common shares represented by such proxy or VIF are to be voted against the Stock Option Plan resolution, the persons named in the proxy or VIF will vote FOR the Stock Option Plan resolution.

D. OTHER MATTERS

The Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the common shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

AUDIT COMMITTEE DISCLOSURE

The charter of the Company’s audit committee and the other information required to be disclosed by Form 52-110F2 is attached to this Information Circular as Schedule “A”.

CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this Information Circular as Schedule “B”.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s financial statements and MD&A may be obtained without charge upon request from the Company’s head office at 420 - 625 Howe Street, Vancouver, BC V6C 2T6, phone (604) 697-0028 or from the Company’s website at www.roughriderexploration.com. Financial information on the Company is provided in its audited financial statements and MD&A for the year ended December 31, 2019.

APPROVAL OF THE DIRECTORS

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

DATED at Vancouver, British Columbia, this 2nd day of November, 2020.

ROUGHRIDER EXPLORATION LIMITED

“Adam Travis”

Adam Travis Chief Executive Officer and a Director of the Company

SCHEDULE “A” ROUGHRIDER EXPLORATION LIMITED FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE

ITEM 1 – THE AUDIT COMMITTEE’S CHARTER

Purpose

The overall purpose of the Audit Committee (the “ Committee ”) is to ensure that the Corporation’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosures of the Corporation and to review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

Composition, Procedures and Organization

(1) The Committee shall consist of at least three members of the Board of Directors (the “ Board ”), the majority of whom are not executive officers, employees or control persons of the Company or an affiliate of the Company.
(2) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
(3) Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
(4) The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
(5) The Committee shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
(6) 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 may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
(c) management representatives may be invited to attend all meetings except private sessions with the external auditors.
(7) The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

Roles and Responsibilities

(8) The overall duties and responsibilities of the Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and quarterly consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Corporation’s internal and external auditors and assess their performance;
(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.
(9) The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit:
- (i) contents of their report;
- (ii) scope and quality of the audit work performed;
- (iii) adequacy of the Corporation’s financial and auditing personnel;
- (iv) co-operation received from the Corporation’s personnel during the audit;
- (v) internal resources used;
- (vi) significant transactions outside of the normal business of the Corporation;
- (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
- (viii) the non-audit services provided by the external auditors;
(e) to discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles; and
(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
(10) The duties and responsibilities of the Committee as they relate to the Corporation’s internal auditors are to:
(a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
(b) review and approve the internal audit plan; and
(c) review significant internal audit findings and recommendations, and management’s response thereto.

(11) The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to:
(a) 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 internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Corporation’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(d) periodically review the Corporation’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
(12) The Committee is also charged with the responsibility to:
(a) review the Corporation’s quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;
(b) review and approve the financial sections of:
- (i) the annual report to shareholders;
- (ii) the annual information form, if required;
- (iii) annual and interim MD&A;
- (iv) prospectuses;
- (v) news releases discussing financial results of the Corporation; and
- (vi) other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;
(c) review regulatory filings and decisions as they relate to the Corporation’s consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Corporation’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Corporation’s consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.
(13) The Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) to set and pay the compensation for any advisors employed by the Committee; and
(c) to communicate directly with the internal and external auditors.

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The current members of the Committee are Dale Wallster (Chair), Fletcher Morgan and Adam Travis. All of the members are financially literate and Messrs. Wallster and Morgan are independent. “Independent” and “financially literate” have the meaning used in National Instrument 52-110 (“ NI 52-110 ”) of the Canadian Securities Administrators.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

The relevant education and/or experience of each member of the Audit Committee is as follows:

Dale Wallster

Mr. Wallster is a geologist and prospector with over 40 years of experience in mineral deposit exploration and development. He was president and founder of Roughrider Uranium Corp. which was acquired by Hathor Exploration Limited in 2006. Mr. Wallster holds an Honours Bachelor of Science Degree (Geology) from Western University. Mr. Wallster is currently CEO, President and a Director of Southern Empire Resources Corp. and Datum Ventures Inc. and has served on the Board of Directors of the Company since 2014 and ValOre Metals Corp. since 2012.

Fletcher Morgan

Mr. Morgan is a qualified management consultant and registered broker. He has over 10 years’ experience in junior companies as a director, EVP and advisor. Mr. Morgan is currently a partner of Elemental Capital Partners LLP and is the Chair of the Board of Directors of QuestEx Gold & Copper Ltd.

Adam Travis

Mr. Travis holds a B.Sc. (Major in Geology) earned at UBC in 1990 and has been involved in the mineral exploration sector for over 30 years. He was a team member on a number of exploration projects such as Snip, Eskay Creek and Brewery Creek which later became mines, as well as numerous other advanced projects and small mines in Africa, Mexico and Alaska. In 2004 Mr. Travis joined the Hunder Dickinson Group of companies initially in target and evaluation and acquisitions with Amarc Resources where he honed his large project management skills. Most recently, Mr. Travis served as President and CEO of QuestEx Gold & Copper Ltd. (formerly Colorado Resources Ltd.) from 2010 to 2018. Mr. Travis also owns a private company, Cazador Resources Ltd., which focuses primarily on the acquisition of exploration projects in British Columbia and subsequent optioning to junior exploration companies.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP, Chartered Accountants) not adopted by the Board.

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or 8 of the Instrument. 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 non-audit 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. Sections 6.1.1(4), 6.1.1(5) and 6.1.1(6) provide exemptions from audit committee composition requirements applicable to venture issuers in certain circumstances. 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.

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable by the Audit Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor for the fiscal years ended December 31, 2019 and December 31, 2018 is as follows:

Audit Fees Audit Related Fees Tax Fees All other fees (non-tax) Assistance with Quarterly Report Preparation:	FYE 2019 $12,146 $nil $nil $nil	FYE 2018 $17,850 $nil $2,750 $nil
Total Fees:	$12,146	$20,600

ITEM 8: EXEMPTION

In respect of the most recently completed financial year, the Company is relying on 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 Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

SCHEDULE “B”

ROUGHRIDER EXPLORATION LIMITED

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the Company is required to and hereby discloses its corporate governance practices as follows.

ITEM 1. BOARD OF DIRECTORS

The Board of Directors of the Company facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

Mr. Adam Travis is the Chief Executive Officer (appointed April 13, 2020) and a director of the Company and is therefore not independent within the meaning of section 1.4 of National Instrument 52-110 Audit Committees (“ NI 52-110 ”).

Mr. Scott Gibson is the former Chief Executive Officer (resigned April 13, 2020) and is a current director of the Company and is therefore not independent within the meaning of section 1.4 of NI 52-110.

Mr. Jay Sujir , a current director of the Company, is an independent director within the meaning of section 1.4 of NI 52-110.

Mr. Dale Wallster , a current director of the Company, is an independent director within the meaning of section 1.4 of NI 52-110.

Mr. Fletcher Morgan , a current director of the Company, is an independent director within the meaning of section 1.4 of NI 52-110.

Mr. Dan Berkshire is not a current director of the Company, but is being nominated as a director at the Meeting, and if nominated will be an independent director within the meaning of section 1.4 of NI 52-110.

ITEM 2. DIRECTORSHIPS

The current and proposed directors of the Company are currently directors or officers of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Adam Travis	None
Scott Gibson	Collingwood Resources Corp.
Jay Sujir	Vanadian Energy Corp. Libero Copper & Gold Corporation Kutcho Copper Corp. Mexican Gold Mining Corp. Helix Applications Inc. Outcrop Gold Corp. Voleo Trading Systems Inc. Northway Resources Corp. Baltic I Acquisition Corp. Abigail Capital Corp. Carlin Gold Corporation Collingwood Resources Corp.

Name of Director	Name of Reporting Issuer
Dale Wallster	ValOre Metals Corp. Datum Ventures Inc. Southern Empire Resources Corp.
Fletcher Morgan	QuestEx Gold & Copper Ltd.
Dan Berkshire	None

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The Board of Directors of the Company briefs all new directors with the policies of the Board of Directors, and other relevant corporate and business information.

ITEM 4. ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and 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 Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5. NOMINATION OF DIRECTORS

The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

ITEM 6. COMPENSATION

The Board of Directors and its Compensation Committee conducts reviews with regard to directors’ compensation once a year. To make its recommendation on directors’ compensation, the Board of Directors takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.

ITEM 7. OTHER BOARD COMMITTEES

In addition to the Audit Committee, the Company has a Compensation Committee. As of the date of this Information Circular, the Compensation Committee is composed of Fletcher Morgan (Chair), Dale Wallster, Adam Travis and Jay Sujir. Messrs. Morgan, Wallster and Sujir are independent directors. The Compensation Committee is responsible for considering, establishing and reviewing executive compensation programs.

ITEM 8. ASSESSMENTS

The Board of Directors monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and committees. On an ongoing annual basis, the Board assesses the performance of the Board as a whole, each of the individual directors and each committee of the Board in order to satisfy itself that each is functioning effectively.

AI assistant

Coast Copper Corp. — AGM Information 2020

46997_rns_2020-11-12_ed1ed3fb-7f07-45e1-8ff9-a740596f77f8.pdf

ROUGHRIDER EXPLORATION LIMITED

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

ROUGHRIDER EXPLORATION LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS OF ROUGHRIDER EXPLORATION LIMITED

ROUGHRIDER EXPLORATION LIMITED

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

EXECUTIVE COMPENSATION

Definitions: For the purpose of this Information Circular:

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Components

Base Salary

Use of Financial Instruments

Option Based Awards

Summary Compensation Table

Narrative Discussion

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

Management Contracts

DIRECTOR COMPENSATION

Director Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Narrative Discussion

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information as of December 31, 2019

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

FINANCIAL STATEMENTS

REQUEST FOR FINANCIAL STATEMENTS

MATTERS TO BE ACTED UPON

A. APPOINTMENT AND REMUNERATION OF AUDITORS

B. FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

ADVANCE NOTICE PROVISIONS

C. RE-APPROVAL OF ROLLING STOCK OPTION PLAN

D. OTHER MATTERS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE

ADDITIONAL INFORMATION

APPROVAL OF THE DIRECTORS

ROUGHRIDER EXPLORATION LIMITED

ITEM 1 – THE AUDIT COMMITTEE’S CHARTER

Purpose

Composition, Procedures and Organization

Roles and Responsibilities

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

Dale Wallster

Fletcher Morgan

Adam Travis

ITEM 4: AUDIT COMMITTEE OVERSIGHT

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

ITEM 8: EXEMPTION

SCHEDULE “B”

ROUGHRIDER EXPLORATION LIMITED

CORPORATE GOVERNANCE

ITEM 1. BOARD OF DIRECTORS

ITEM 2. DIRECTORSHIPS

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

ITEM 4. ETHICAL BUSINESS CONDUCT

Coast Copper Corp. AGM Information 2020