Copper Lake Resources Ltd.

1 King Street West, Suite 4800 Toronto, Ontario, Canada M5H 1A1 Telephone (416) 561-3626

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This information circular (" Information Circular ") is furnished in connection with the solicitation of proxies by the management of Copper Lake Resources Ltd. (the “ Company ”) for use at the annual general and special meeting of the shareholders (the " Shareholders ") of the Company (the “ Meeting ”) to be held via teleconference at 11:00 a.m. (Toronto time) on Wednesday July 21, 2021 at = https://us05web.zoom.us/j/85853055747?pwd RVpGbXpGWG9RQTl0RURRbmZTbzdqQT09, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Shareholders.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. All costs of this solicitation will be borne by the Company. The Company has made arrangements for intermediaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by those intermediaries and the Company may reimburse the intermediaries for reasonable fees and disbursements incurred by them in so doing. Notice of the Meeting was provided to the securities commissions in each jurisdiction where the Company is a reporting issuer under applicable securities laws.

In this Information Circular, references to the " Company ”, “ we ” and “ our ” refer to Copper Lake Resources Ltd.; “ Common Shares ” means common shares in the authorized share structure of the Company; “ Beneficial Shareholders ” means Shareholders who do not hold Common Shares in their own name and “ Intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of the Beneficial Shareholders.

Date of Information Circular

Information contained in this Information Circular is given as at June 17, 2021, unless otherwise indicated.

GENERAL PROXY INFORMATION

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

(a) executing a proxy bearing a later date; or
(b) executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the shareholder’s authorized attorney in writing, or, if the shareholder is a company, under its corporate seal by an officer or attorney duly authorized, and by depositing the Proxy bearing a later date with Computershare Investor Services Inc., or at the address of the registered office of the Company at Suite 700 - 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the date that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(c) by the registered shareholder personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Appointment of Proxyholders

A shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be Shareholders, to attend and act at the Meeting for the shareholder on the shareholder’s behalf.

The individuals named in the accompanying form of proxy (the “ Proxy ”) are directors and/or officers of the Company (the “ Management Designees ”). If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting other than either of the Management Designees. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the office of Computershare Investor Services Inc., at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax within North America to 1-866-249-7775 and outside North America to (416) 2639524, or by telephone to 1-866-732-VOTE (8683) or internet at www.investorvote.com not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Exercise of Discretion

The Management Designees named in the Proxy will vote or withhold from voting the shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. The Proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the Management Designees will vote the Common Shares represented by the Proxy at their own discretion for the approval of such matter.

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting, each Management Designee intends to vote thereon in accordance with the Management Designee’s best judgment.

Proxy Voting Options

If you are a registered Shareholder, you may elect to submit a proxy in order to vote whether or not you are able to attend the Meeting in person. In order to vote by mail, you must complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc., at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax within North America to 1-866-249-7775 and outside North America to (416) 263-9524, or by telephone to 1-866-732-VOTE (8683) or internet at www.investorvote.com at any time up to and including 11:00 a.m. (EDT) on July 19, 2021.

Advice to Beneficial Holders of Common Shares

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. 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 names of the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings unless the Beneficial Shareholders have waived the right to receive meeting material. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

If you are a Beneficial Shareholder, the form of proxy supplied to you by your broker (or its agent) is similar to the form of Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Communications Solutions Canada ( “ Broadridge ” ) in the United States and in Canada. Broadridge mails a voting instruction form in lieu of a proxy provided by the Company. The voting instruction form will name the Management Designees to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting. It must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although, as a Beneficial Shareholder, you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or agent of your broker), you may attend

at the Meeting as proxyholder for your broker and vote the Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your broker or have a person designated by you to do so, you should enter our own name, or the name of the person you wish to designate, in the blank space on the voting instrument form provided to you and return the same to your broker (or your broker’s agent) in accordance with the instructions provided by your broker (or agent), well in advance of the Meeting.

Alternatively, you may request in writing that your broker send you a legal Proxy which would enable you, or a person designed by you, to attend at the Meeting and vote your Common Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor 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 matter to be acted on at the Meeting other than as disclosed herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “ Board ”) of the Company has fixed July 20, 2021, as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value of the Company. As of the Record Date, the Company had outstanding 175,269,100 fully paid and non-assessable Common Shares without par value, each carrying the right to one vote. The Company has no other classes of voting securities.

To the knowledge of the directors and executive officers of the Company, no one beneficial owner owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the outstanding voting rights of the Company.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

Recommendation of the Board

The Board unanimously recommends that Shareholders vote in favour of all resolutions.

ELECTION OF DIRECTORS

Pursuant to the Advance Notice Policy adopted by the Board of the Company on April 4, 2013 and subsequently, ratified and approved by shareholders at the annual general meeting held on May 9, 2013, any additional director nominations for the Meeting must have been received by the Company in compliance with the Advance Notice Policy no later than the close of business on June 21, 2021. As at the date of this Information Circular, no such nominations were received by the Company.

The Board of the Company currently consists of five (5) directors. Management proposes to fix the number of directors of the Company at five (5) and to nominate the persons listed below for election as directors. The Shareholders are required to elect the directors of the Company to hold office until the next annual meeting of the Shareholders or until the successors of such directors are elected or appointed.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the proxy as nominee to vote the Common Shares represented by proxy for the election of any other person or persons as directors.

Current Member Slate

The following table sets forth, for each of management's nominees, the person's name; their positions and offices with the Company; principal occupations; the period of time that they have been directors of the Company; and the number of Common Shares which each beneficially owns or over which control or direction is exercised as at the date of this Information Circular:

Nominee Position with the Company and Province/State and Country of Residence	Occupation, Business or Employment(1)	Director of the Company Since	Committee Membership	Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control of Direction is Exercised(2)
Terrence MacDonald Director, Corporate Secretary and Chief Executive Officer Ontario, Canada	Chartered Professional Accountant, Chief Executive Officer of the Company; formerly Assurance Partner at Smythe LLP from 2010 to 2015.	June 15, 2015	Audit Committee	4,253,300
Donald Bubar Director Ontario, Canada	President and CEO, Avalon Advanced Materials Inc.	December 1, 2019		2,400,000
Paul Mcgroary Director, Chief Financial Officer England, UK	Former Director of Marshall Lake Mining PLC; Director, Silverdisc Limited (UK), Answerbank Limited (UK), Ethelburga Limited (UK), Treslow Limited (UK) and Presentlines Limited(UK)	September 29, 2016	Audit Committee;	13,433,029
Jeffery Malaihollo Director England,UK	Former Director of Marshall Lake Mining PLC; Director and Chairman, Edenville Energy PLC	September 29, 2016	Audit Committee	527,090

Nominee Position with the Company and Province/State and Country of Residence	Occupation, Business or Employment(1)	Director of the Company Since	Committee Membership	Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control of Direction is Exercised(2)
Naomi Johnson Director Ontario, Canada	Self-employed businessperson; Vice President of Community Relations at Titan Mining Corporation from April 2018 to January 2019, prior thereto Partner and Senior Director, Community Relations, Barrick Gold Corporation, January 2016 to November 2017; prior thereto Senior Director, Community Relations,Barrick	April 27, 2020	Compensation and Nominating Committee	Nil

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years unless otherwise indicated.
(2) The number of Common Shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by Computershare Investor Services Inc., the registrar and transfer agent of the Company, insider reports filed on SEDI and by the nominees themselves.

The Board unanimously recommends that the Shareholders vote in favour of the election of each of these nominees.

To the knowledge of the Company, no proposed director is, or has, within the 10 years before the date of this Information Circular, been a director, chief executive officer or chief financial officer of any company that,

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

Other than as set out below, to the knowledge of the Company, no proposed director of the Company was, as at the date of the Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including Copper Lake Resources Ltd.) 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.

No proposed director of the Company has, within the 10 years before the date of the 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.

No proposed director of the Company has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a security regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any 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 that proposed director.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The compensation of the Company’s NEOs is determined by the Company’s Board.

The general objectives of the Board's compensation decisions are:

to encourage management to achieve a high level of performance and results with a view to increasing long-term shareholder value;
to align management’s interests with the long-term interest of shareholders;
to provide compensation commensurate with peer companies in order to attract and retain highly qualified executives; and
to ensure that total compensation paid takes into account the Company’s overall financial position.

The Board’s compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, a NEO’s compensation is comprised of management and stock option grants.

Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs.

Share-Based and Option-Based Awards

The Company does not grant share-based awards. The Board is responsible for granting options to the NEOs. Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs. When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of the Company and to closely align the personal interest of such persons to the interest of the shareholders.

The exercise price of the stock options granted is generally determined by the market price at the time of grant, less any allowable discount.

Risk of Compensation Practices and Disclosure

The Company has not formally considered the risks associated with the Company’s compensation policies and practices. The Company’s compensation policies and practices give greater weight toward long-term incentives to mitigate the risk of encouraging short term goals at the expense of long term sustainability. The discretionary nature of annual bonus awards and option grants are significant elements of the Company’s compensation plans and provide the Board with the ability to reward historical performance and behaviour that the Board considers to be aligned with the Company’s best interests. The Company has attempted to minimize those compensation practices and policies that expose the Company to inappropriate or excessive risks.

The Company’s NEOs and directors are not permitted to purchase financial instruments, including for greater certainty, 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.

Executive Compensation

In this section “ Named Executive Officer ” or “ NEO ” means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total compensation exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year end.

Terrence MacDonald, the Company's current CEO, and Paul Mcgroary, the Company’s current CFO were the “ Named Executive Officers ” of the Company for the purposes of the following disclosure. There are no other executive officers of the Company whose total compensation exceeded $150,000 during the financial year ended October 31, 2020. The compensation paid to the Named Executive Officers for the three most recently completed financial years of the Company is as set out below:

Summary Compensation Table

In accordance with applicable legislation, the Company had the following Named Executive Officers during the financial year ended October 31, 2020. The following table sets forth particulars of all compensation paid to the Named Executive Officers during the years ended October 31, 2020, 2019 and 2018.

Name and principal position	Year ended Oct 31	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation($)	Non-equity incentive plan compensation($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Terrence MacDonald (CEO)	2020	24,000	N/A	13,300	N/A		Nil	37,300
	2019	24,000	N/A	N/A	N/A		Nil	24,000
	2018	24,000	N/A	9,480	N/A		Nil	33,480
Lisa Korinek(1) (Former CFO)	2019	Nil	N/A	N/A	N/A		Nil	Nil
	2018	Nil	N/A	2,370	N/A		Nil	2,370
Paul Mcgroary(2) (Former CFO)	2020	Nil	N/A	6,650	N/A		Nil	6,650
	2019	Nil	Nil	Nil	N/A		Nil	Nil
	2018	N/A	N/A	N/A	N/A		N/A	N/A

(1) Ms. Korinek was appointed CFO effective August 8, 2016 and resigned effective September 27, 2019.

(2) Mr. Mcgroary was appointed CFO on September 27, 2019.

Outstanding Share-Based Awards And Option-Based Awards

The following tables provide information regarding all share-based and option-based awards held by the NEOs of the Company at October 31, 2020.

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name (a)	Number of
	securities			Value of	Number of shares	Market or payout
	underlying			unexercised in-	or units of shares	value of share-
	unexercised	Option exercise		the-money	that have not	based awards that
	options	price	Option	options(1)	vested	have not vested
	(#)	($)	expiration date	($)	(#)	($)
	(b)	(c)	(d)	(e)	(f)	(g)
Terrence MacDonald CEO	1,000,000 250,000 500,000 400,000 1,000,000	0.050 0.050 0.055 0.050 0.050	April 6, 2021 July 26, 2021 Sept 29, 2021 Jan 18, 2023 Dec 2,2024	Nil Nil Nil Nil Nil	N/A	N/A

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
	Number of
	securities			Value of	Number of shares	Market or payout
	underlying			unexercised in-	or units of shares	value of share-
	unexercised	Option exercise		the-money	that have not	based awards that
	options	price	Option	options(1)	vested	have not vested
Name	(#)	($)	expiration date	($)	(#)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Paul Mcgroary, CFO	750,000 500,000 200,000 500,000	0.050 0.055 0.050 0.050	July 26, 2021 Sept 29, 2021 Jan 18, 2023 Dec 2, 2024	Nil Nil Nil Nil	N/A	N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company’s common shares on the TSX Venture Exchange on October 31, 2020.

Incentive Plan Awards - value vested or earned during the year

An "incentive plan" is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period. An "incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan.

Name (a)			Non-equity incentive plan
	Option-based awards – Value	Share-based awards – Value	compensation – Value earned
	vested during the year(1)	vested during the year	during the year
	($)	($)	($)
	(b)	(c)	(d)
Terrence MacDonald, CEO	N/A	N/A	N/A
Paul Mcgroary	N/A	N/A	N/A

(1) The fair value of the option-based awards was determined on the grant date using the Black-Scholes option pricing model. The Company uses the Black-Scholes option pricing model because it is a widely used and generally accepted method of estimating the fair value of stock options for accounting purposes.

Termination of Employment, Change in Responsibilities and Employment Contracts

There are no employment contracts between the Company and the Named Executive Officers except as described under the heading "Management Contracts".

There are no compensatory plans, contracts or arrangements between the Company and any Named Executive Officer, where the Named Executive Officer is entitled to receive more than $50,000 from the Company, including periodic payments or installments, in the event of:

(a) the resignation, retirement or any other termination of employment of the Named Executive Officer’s employment with the Company;
(b) a change of control of the Company; or
(c) a change of the Named Executive Officer’s responsibilities following a change in control.

Pension Arrangements

The Company does not have any pension arrangements in place for the Named Executive Officers.

COMPENSATION OF DIRECTORS

For a description of the compensation paid to the Company's Named Executive Officer(s) who also act as directors, see "Summary Compensation Table".

Other than as disclosed elsewhere in this Information Circular, no director of the Company who is not a Named Executive Officer has received, during the most recently completed financial year, compensation pursuant to:

(a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or
(c) any arrangement for the compensation of directors for services as consultants or experts.

The Company may grant incentive stock options to directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX Venture Exchange (the " TSX-V ").

The compensation paid to the directors, other than the Named Executive Officers, during the Company’s most recently completed financial year is as set out below:

Name (a)	Fees earned ($) (b)	Share-based awards ($) (c)	Option-based awards(1) ($) (d)	Non-equity incentive plan compensation ($) (e)	Pension value ($) (f)	All other compensation ($) (g)	Total ($) (h)
Donald Bubar	Nil	N/A	$13,300	Nil	N/A	Nil	$13,300
Jeffrey Malaihollo	Nil	N/A	$3,325	Nil	N/A	Nil	$3,325
Gary O’Connor(2)	Nil	N/A	$3,325	Nil	N/A	Nil	$3,325
Naomi Johnson(3)	Nil	N/A	$6,650	Nil	N/A	Nil	$6,650

(2) Mr. O’Connor resigned as a director effective April 27, 2020.

(3) Ms. Johnson was appointed a director effective April 27, 2020

Narrative Discussion

Other than amounts already included in the above table, the Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

The Company has a stock option plan for the granting of incentive stock options to the officers, employees and directors. The purpose of granting such options to the Company's directors is to assist the Company in compensating, attracting, retaining and motivating the directors and to closely align the personal interests of the directors to that of the Company's shareholders.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company pursuant to which compensation that depends on achieving certain performance goals or similar

conditions within a specified period, at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Directors who are not a Named Executive Officers:

		Option-based Awards	Option-based Awards		Share-based Awards(2)	Share-based Awards(2)

				Value of	Number of shares	Market or payout
	Number of securities	Option exercise			or units of shares	value of share-
	underlying		Option expiration	unexercised in-	that have not	based awards that
	unexercised options	price		the-money options	vested	have not vested
Director Name	(#)	($)	date	($)(1)	(#)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Donald Bubar	1,000,000	0.050	Dec 13, 2024	Nil	Nil	Nil
Naomi Johnson	500,000	0.050	April 6, 2025	Nil	Nil	Nil
Jeffrey Malaihollo	500,000 200,000 250,000	0.050 0.050 0.050	July 26, 2021 Jan 18, 2023 Dec 2, 2024	Nil Nil Nil	Nil	Nil

(1) Based on the difference between the exercise price of the options and the closing price of the Company’s common shares on the TSX Venture Exchange on October 31, 2020.

(2) The company has not granted any share-based awards.

Incentive Plan Awards - value vested or earned during the year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan that the Company has in place is a stock option plan (the “ Plan ”). The Plan was established to provide an incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the directors of the Company. The Plan provides that options will be issued pursuant to option agreements with directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan provides that the number of Common Shares issuable under the Plan, together with all of the Company’s other previously established or proposed share compensation agreements, may not exceed 10% of the total number of issued and outstanding Common Shares at the date of grant. All options expire on a date not later than five years after the issuance of such option.

The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the end of the Company’s most recently completed fiscal year:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by securityholders	9,650,000	$0.051	5,126,010
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	9,650,000	$0.051	5,126,010

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Company was indebted to the Company as at the date hereof or at any time during the most recently completed financial year of the Company. None of the proposed nominees for election as a director of the Company, or any associate of any director, executive officer or proposed nominee, was indebted to the Company as at the date hereof or at any time during the most recently completed financial year of the Company.

The Company has not provided any guarantees, support agreements, letters of credit or other similar arrangement or understanding for any indebtedness of any of the Company’s directors, executive officers, proposed nominees for election as a director, or associates of any of the foregoing individuals as at the date hereof or at any time during the most recently completed financial year of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An “ 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 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% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

APPOINTMENT OF AUDITOR

Management recommends that Shareholders vote to appoint Grant Thornton LLP, of Toronto, Ontario, as auditor for the Company and to authorize the directors to fix their remuneration. Grant Thornton LLP has served as the Company's auditor since October 31, 2017. See " External Auditor Service Fees " under " Audit Committee and Relationship With Auditor" .

MANAGEMENT CONTRACTS

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

CORPORATE GOVERNANCE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires issuers to disclose the corporate governance practices that they have adopted according to guidance provided pursuant to National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”).

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the “ CSA ”) have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by reporting issuers of its corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company . A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The independent members of the current Board of Directors of the Company are Naomi Johnson, Jeffrey Malaihollo and Donald Bubar. The non-independent directors are Terrence MacDonald, the Secretary and CEO of the Company, and Paul Mcgroary, the CFO of the Company.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The dayto-day management of the business and affairs of the Company is delegated by the Board to the CEO. The Board will give direction and guidance through the CEO to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the shareholders for election as directors and immediately following each annual general meeting appoints an Audit Committee. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities of each committee, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior management structure of the Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the CEO, or subject to the Articles of the Company, of any director.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

Directorships

The participation of the directors in other reporting issuers is described in the following table:

Name of Director	Names of Other Reporting Issuers of which the Director is a Director
Terrence MacDonald	N/A
Donald Bubar	Avalon Advanced Materials Inc., Northern Shield Resources Inc., Wolfden Resources Corporation
Naomi Johnson	Avalon Advanced Materials Inc.,
Jeffrey Malaihollo	Edenville Energy PLC (UK)
Paul Mcgroary	N/A

Orientation and Continuing Education

The Board’s practice is to recruit for the Board only persons with extensive experience in business and public company matters and with an understanding of the mining and mining exploration business. Prospective new board members are provided a reasonably detailed level of background information, verbal and documentary, on the Company’s affairs and plans prior to obtaining their consent to act as a director.

The Board provides training courses to the directors as needed, to ensure that the Board is complying with current legislative and business requirements.

Ethical Business Conduct

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company’s operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

Nomination of Directors

The Board identifies new candidates for board nomination by an informal process of discussion and consensus-building on the need for additional directors, the specific attributes being sought, likely prospects, and timing. Prospective directors are not approached until consensus is reached. This process takes place among Management and a majority of the non-executive directors.

Other Board Committees

The Board has no committees other than the Audit Committee.

The Audit Committee provides an open avenue of communication between management, the Company’s independent auditors and the Board and to assist the Board in its oversight of:

(a) the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
(b) the Company’s compliance with legal and regulatory requirements related to financial reporting; and
(c) the independence and performance of the Company’s independent auditors.

The Audit Committee also performs any other activities consistent with the Audit Committee Charter, the Company’s Articles and governing laws as the Audit Committee or Board deems necessary or appropriate. See " Audit Committee and Relationship with Auditor ".

Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

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

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

Compensation

The quantity and quality of the Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director of the Company. As well, the number of options to be granted is determined by the Board as a whole, which allows the independent directors to have input into compensation decisions. At this time, the Company does not believe its size and limited scope of operations requires a formal compensation committee.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees of the CSA (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee (the “ Audit Committee ”) and its relationship with its independent auditors, as set forth in the following.

Audit Committee Charter

The Company has adopted a charter (the “ Charter ”) of the Audit Committee of the Board, which is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The current members of the Audit Committee are Terrence MacDonald, Jeffrey Malaihollo and Paul Mcgroary. Messrs. Malaihollo and Mcgroary are independent members of the Audit Committee and Mr. MacDonald is not independent. All of the members of the Audit Committee are considered to be financially literate.

Relevant Education and Experience

Mr. Terrence MacDonald

Mr. MacDonald is a Chartered Professional Accountant (CPA, CA) with over 30 years experience in the financial and resource sectors including extensive international experience. He has extensive experience with public company financial reporting and regulatory filings, with a focus on the mining sector. Mr. MacDonald was an audit partner with a Vancouver-based accounting firm until December, 2014, where he provided accounting, audit and transaction services to numerous mining companies, and has since focused on restructuring of junior mining companies and advising on corporate governance practices.

Mr. Jeffrey Malaihollo

Mr. Malaihollo has a PhD in Geology and over 22 years’ experience in varied roles within resource and finance having worked and consulted for Newcrest Mining, Rio Tinto, Billiton and Loeb Aron Financial Advisors. This was followed by several years of Chief Executive Officer and Managing Director roles with AIM-listed Central China Goldfields and Bullabulling Gold and ASX-listed Arc Exploration. He is the Chairman of Edenville Energy PLC as well as a director of several other private companies in the resources sector. He is a Fellow of the AusIMM, a Fellow of the Geological Society of London, a member of the Geological Society of America and a member of the Association of Mining Analysts. As Chairman of Edenville Energy PLC, Jeff is responsible to lead the Board and determine the strategic direction of the Company, review performance of the management and ensure that the Company complies with the relevant rules and regulations. In addition, he is responsible to ensure that the Company complies with the QCA Code for Corporate Governance.

Mr. Paul Mcgroary

Mr Mcgroary was founder of UK based Marshall Lake Mining PLC which funded the initial acquisition and development of the Marshall Lake project in 2006 via a $700,000 Ontario base metal generative Joint Venture program. Formerly a director of Latin American Copper PLC, which had oxide copper deposits properties in Northern Chile, as well as GGG Resources PLC, which explored for copper in Western China and gold in Kalgoorlie region of Western Australia. Beyond mining exploration, Mr Mcgroary has broad business experience and over the last twenty-five years and has been involved with public and private companies spanning oil, technology and marketing sectors.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non - audit services as described in the Company’s Audit Committee Charter.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by Grant Thornton LLP, to the Company to ensure auditor independence. Fees incurred for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table:

Nature of Services	Fees Paid to Auditor in Year Ended October 31, 2020	Fees Paid to Auditor in Year Ended October 31, 2019
Audit Fees (1)	$19,260	$18,725
Audit-Related Fees (2)	Nil	Nil
Tax Fees (3)	$2,942	$2,675
All Other Fees (4)	Nil	Nil
Total	$22,202	$21,400

(1) “ Audit Fees ” include fees necessary to perform the annual audit of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “ Audit-Related Fees ” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “ Tax Fees ” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “ All Other Fees ” include all other non-audit services.

Exemption in Section 6.1 of NI 52-110

The Company is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

The Company received Shareholder approval of its incentive stock option plan (the " Plan ") on April 8, 2020. The Plan is a "rolling" stock option plan, under which a maximum of 10% of the issued shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of incentive stock options. The TSX-V requires listed companies that have a "rolling" stock option plan in place to obtain Shareholder approval for such plans on a yearly basis at the Company's annual general meeting of its Shareholders. Accordingly, Shareholders will be asked at the Meeting to ratify and approve the Plan.

The purpose of the Plan is to provide certain directors, officers, and key employees of the Company, and certain other persons who provide services to the Company, with an opportunity to purchase Common Shares of the Company and benefit from any appreciation in value of the Company's Common Shares. This will provide an increased incentive for these individuals to contribute to the future success of the Company, thus enhancing the value of the Common Shares for the benefit of all Shareholders, and increasing the ability of the Company to attract and retain skilled and motivated individuals in the service of the Company.

The Plan provides for a floating maximum limit of 10% of the Common Shares, subject to the policies of the TSX-V. As at the date of the Circular, this represents 17,526,910 Common Shares available under the Plan, of which 10,500,000 are issued and 3,432,674 are reserved and available for issuance under the Plan.

Under the Plan, the option price must not be less than the exercise price permitted by the TSX-V. The current policies of the TSX-V state that the option price must not be less than the closing prices of the Common Shares listed on the TSX-V on the day immediately preceding the date of grant, less the applicable discount permitted, if any, by the policies of the TSX-V. An option must be exercised within 5 years of the date of grant. Within this period, the Board may determine the limitation period during which an option may be exercised. Any amendment to the Plan requires the prior approval of the TSX-V and may require further Shareholder approval.

The material terms of the Plan are as follows:

the term of any options granted under the Plan will be fixed by the Board at the time such options are granted, provided that options will not be permitted to exceed a term of five years;
the exercise price of any options granted under the Plan will be determined by the Board, in its sole discretion, but shall not be less than the closing price of the Common Shares on the day preceding the date on which the directors grant such options, less any discount permitted by the TSX-V, if any, or such other price as may be required by the TSX-V;
no vesting requirements will apply to options granted under the Plan other than as required by the TSX-V; however, all options granted to individuals performing investor relations services or activities will vest in stages over a 12 month period, with no more than one quarter of the options granted vesting in any three month period. Additionally, a four month hold period may apply to shares issued under an option;
all options will be non-assignable and non-transferable;
no more than (a) 5% of the issued Common Shares may be granted to any one individual in any 12 month period; and (b) 2% of the issued Common Shares may be granted to a consultant or an employee performing investor relations services or activities in any 12 month period;
if the option holder ceases to be a director of the Company or ceases to be employed or retained by the Company (other than by reason of death or disability), as the case may be, then the option granted shall expire on no later than the 60th day following the date that the option holder ceases to be a director, employee or consultant of the Company, as the case may be, subject to the terms and

conditions set forth in the Plan. However, if the option holder is engaged in investor relations activities or services, the options held by such holder will expire within 30 days after the option holder ceases to be employed or retained by the Company to provide such investor relations activities or services, in accordance with the policies of the TSX-V;

disinterested shareholder approval must be obtained for (a) any reduction in the exercise price of an outstanding option, if the option holder is an insider of the Company; (b) any grant of options to insiders, within a 12 month period, exceeding 10% of the Company's issued Common Shares; and (c) any grant of options to any one individual within a 12 month period exceeding 5% of the Company's issued Common Shares.

The Plan is subject to annual Shareholder approval and TSX-V acceptance to its filing. Shareholders will be asked at the Meeting to consider, and if thought fit, to approve an ordinary resolution ratifying and approving the Plan. The resolution is as follows:

"RESOLVED that the Company's incentive stock option plan be and is hereby ratified and approved, and that in connection therewith a maximum of 10% of the issued and outstanding Common Shares at the time of each grant be approved for granting as options, and that the board of directors of the Company be and are hereby authorized, without further shareholder approval, to make such changes to the incentive stock option plan as may be required or approved by regulatory authorities."

The full text of the Plan will be made available at the registered office of the Company at Suite 700 - 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1 until 4pm (Vancouver time) on the business day immediately preceding the Meeting.

Approval of Continuation into Ontario

The Company is currently governed by the Business Corporations Act (British Columbia) (the “BCBCA”). Management is seeking the approval of Shareholders to continue the Company into the Province of Ontario pursuant to Section 180 of the Business Corporations Act (Ontario) (the “OBCA”)(the “Continuance”).The Continuance will be effective upon approval of the articles of continuance (the “Articles of Continuance”) to be filed with the Director (appointed under Section 278 of the OBCA (the “Director”) pursuant to subsection 180(2) of the OBCA after the Registrar of Companies (appointed under Section 400 of the BCBA (the “Registrar”) has granted to the Company an authorization to continue into the Province of Ontario.

The Articles of Continuance will constitute the governing instrument of the continued company under the OBCA and the certificate of continuance issued by the Director will be deemed to be the certificate of incorporation of the continued company Upon the Articles of Continuance becoming effective, the Company becomes a Company to which the OBCA applies as if it had originally been incorporated under the OBCA and it will cease to be governed by the BCBCA.

If the Continuance Resolution is approved at the Meeting, the Company shall apply to and file all necessary documentation with the Registrar under the BCBCA for an authorization to continue into the Province of Ontario. After receiving the Registrar’s authorization, the Company will apply for a certificate of continuance and file the Articles of Continuance to take effect immediately.

In order to complete the Continuance, Shareholders will be asked, at the Meeting, to consider and, if thought advisable, to pass, with or without amendment, the continuance resolution attached hereto as Schedule “A” (the “ Continuance Resolution ”), being a special resolution approving the Continuance upon substantially the terms and conditions set out herein.

The Continuance Resolution must be passed by not less than 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting. Management recommends that Shareholders vote in favour of the Continuance Resolution.

The provisions of the OBCA dealing with shareholder rights and protections are generally comparable to those contained in the BCBCA. See “ Comparison of Rights under the OBCA and the BCBCA ” for a summary of the differences of the provisions of the OBCA and the BCBCA which pertain to the rights of shareholders.

Section 309 of the BCBCA gives to registered Shareholders who object to the Continuance Resolution, the BCBCA Dissent Rights (as such term is defined below) under Division 2 of Part 8 in respect of the Continuance Resolution and to be paid the fair value of their Common Shares determined immediately prior to such resolution being passed. See “ BCBCA Dissent Rights ”.

Management recommends that Shareholders vote in favour of the Continuance Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Continuance Resolution.

Comparison of Rights under the OBCA and the BCBCA

The provisions of the OBCA dealing with shareholder rights and protections are generally comparable to those contained in the BCBCA. Shareholders of the Company will not lose any significant rights or protection as a result of the Continuance.

The following is a summary comparison of the provisions of the OBCA and the BCBCA which pertain to the rights of shareholders. This summary is not intended to be exhaustive and Shareholders should consult their legal advisors regarding all of the implications of the Continuance.

Sale of the Company’s Undertaking

The OBCA requires approval of the holders of two-thirds of the shares of a Company represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of a Company, other than in the ordinary course of business. If a sale, lease or exchange of all or substantially all of the property of a Company would affect a particular class or series of shares in a manner that is different than the shares of another class or series entitled to vote, then such class or series of shares are entitled to a separate class or series vote, regardless of whether or not such shares otherwise carry the right to vote.

Under the BCBCA, the directors of a company may dispose of all or substantially all of the business or undertaking of the company only if it is in the ordinary course of the Company’s business or with shareholder approval authorized by special resolution. Under the BCBCA a special resolution requires the approval of a “special majority”, which means the majority specified in a Company’s articles of at least two-thirds and not more than by three-quarters of the votes cast by those shareholders voting in person or by proxy at a general meeting of the company.

Amendments to the Articles of a Company

Under the OBCA, amendments to the articles of a Company require a resolution passed by not less than two thirds of the votes cast by the shareholders voting on the resolution authorizing the amendments and, where certain specified rights of the holders of a class or series of shares are affected differently by the amendments than the rights of the holders of other classes or series of shares, such holders are entitled to vote separately as a class or series, whether or not such class or series of shares otherwise carry the right to vote. A resolution to amalgamate an OBCA Company requires a special resolution passed by the holders of each class or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Changes to the articles of a Company under the BCBCA will be affected by the type of resolution specified in the articles of a Company, which, for many alterations, including change of name or alterations to the

articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution. Alteration of the special rights and restrictions attached to issued shares requires, subject to the requirements set forth in the company’s articles, consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation or continuation of a Company out of the jurisdiction requires a special resolution.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a company, may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to (i) alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on, (ii) adopt an amalgamation agreement, (iii) approve an amalgamation under Division 4 of Part 9 of the BCBCA, (iv) approve an arrangement, the terms of which arrangement permit dissent, (v) authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking, and (vi) authorize the continuation of the company into a jurisdiction other than British Columbia. In certain circumstances, shareholders may also be entitled to dissent in respect of a resolution if dissent is authorized by such resolution, or if permitted by court order.

The OBCA contains a similar dissent remedy, although the procedure for exercising this remedy is different from that contained in the BCBCA.

Shareholder Derivative Actions

Under the BCBCA, a shareholder, defined as including a beneficial shareholder and any other person whom the court considers to be an appropriate person to make an application under the BCBCA, or a director of a company may, with leave of the court, bring an action in the name and on behalf of the company to enforce an obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a Company. A broader right to bring a derivative action is contained in the OBCA and this right extends to former shareholders, directors or officers of a Company or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a Company or any of its subsidiaries.

Oppression Remedies

Under the OBCA a registered shareholder, beneficial shareholder, former registered shareholder or beneficial shareholder, director, former director, officer, former officer of a Company or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering Company, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a Company or any of its affiliates: (a) any act or omission of a Company or its affiliates effects or threatens to effect a result; (b) the business or affairs of a Company or its affiliates are or have been or are threatened to be carried on or conducted in a manner; or (c) the powers of the directors of the Company or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the Company and its directors but also acts of an affiliate of the Company and the affiliate’s directors, whereas under the BCBCA, the shareholder can only complain of oppressive conduct of the company. In addition, under the BCBCA the applicant must bring the application in a timely manner, which is not required under the OBCA.

Requisition of Meetings

The OBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the Company for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months.

Place of Meetings

The OBCA provides that, subject to the articles and any unanimous shareholder agreement, meetings of shareholders may be held either inside or outside Ontario as the directors may determine.

The BCBCA requires all meetings of shareholders to be held in British Columbia unless a location outside the Province is provided for the in articles, approved by an ordinary resolution before the meeting or approved in writing by the Registrar.

Directors

The OBCA requires that at least 25% of directors be resident Canadians and requires that for offering corporations not fewer than three individuals be elected and at least one-third of the directors not be officers or employees of the Company or its affiliates.

The BCBCA provides that a public company must have at least three directors but does not have any residency requirements for directors.

BCBCA Dissent Rights

Section 238 of the BCBCA gives to registered Shareholders who object to the Continuance the right of dissent provided under section 238 of the BCBCA (the “ BCBCA Dissent Rights ”) under Division 2 of Part 8 in respect of the Continuance and to be paid the fair value of their Common Shares determined as of the day before the resolution approving the Continuance was passed.

Beneficial Shareholders who wish to dissent should contact their broker or other intermediary for assistance with exercising the BCBCA Dissent Right.

The BCBCA Dissent Right is briefly summarized below, but Shareholders are referred to the full text of Sections 237 to 247 of the BCBCA attached to this Information Circular as Schedule “D” for a complete understanding of the BCBCA Dissent Right.

A registered shareholder who has duly exercised a BCBCA Dissent Right (a “ Dissenting Shareholder”) and has not withdrawn or been deemed to have withdrawn such exercise of the BCBCA Dissent Right, but only in respect of the Common Shares in respect of which the BCBCA Dissent Right has been validly exercised by such holder, who wishes to exercise his or her BCBCA Dissent Right must give a written notice required to be given by a Dissenting Shareholder under section 242 of the BCBCA (a “Notice of Dissent”) to the Company by depositing such Notice of Dissent with the Company, or by mailing it to the Company by registered mail to 1 King Street West, Suite 4800, Toronto, Ontario, Canada M5H 1A1, Attention: Terrence MacDonald, not later than two days before the Meeting. A Shareholder who wishes to dissent must prepare a separate Notice of Dissent for (i) the Shareholder, if the Shareholder is dissenting on its own behalf and (ii) each person who beneficially owns shares in the Shareholder’s name and on whose behalf the Shareholder is dissenting. To be valid, a Notice of Dissent must: (i) identify in each Notice of Dissent the person on whose behalf dissent is being exercised; (ii) set out the number of Common Shares in respect of which the Shareholder is exercising the Dissent Right (the “Notice Shares”), which number cannot be less than all of the Common Shares held by the beneficial holder on whose behalf

the Dissent Right is being exercised; (iii) if the Notice Shares constitute all of the shares of which the Dissenting Shareholder is both the registered owner and beneficial owner and the Dissenting Shareholder owns no other Common Shares as beneficial owner, a statement to that effect; (iv) if the Notice Shares constitute all of the shares of which the Dissenting Shareholder is both the registered and beneficial owner but the Dissenting Shareholder owns other Common Shares as beneficial owner, a statement to that effect, and (a) the names of the registered owners of those other shares, (b) the number of those other shares that are held by each of those registered owners, and (c) a statement that Notices of Dissent are being or have been sent in respect of all those other shares; (v) if dissent is being exercised by the Dissenting Shareholder on behalf of a beneficial Shareholder who is not the Dissenting Shareholder, a statement to that effect, and (a) the name and address of the beneficial Shareholder, and (b) a statement that the Dissenting Shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial Shareholder that are registered in the Dissenting Shareholder’s name.

The giving of a Notice of Dissent does not deprive a Dissenting Shareholder of his or her right to vote at the Meeting on the Continuance Resolution. A vote against the Continuance Resolution or the execution or exercise of a proxy does not constitute a Notice of Dissent. A Shareholder is not entitled to exercise a BCBCA Dissent Right with respect to any Common Shares if the Shareholder votes (or instructs or is deemed, by submission of any incomplete proxy, to have instructed his or her proxyholder to vote) in favour of the Continuance Resolution.

If the Company intends to act on the authority of the Continuance Resolution, it must send a notice (the “ Notice to Proceed ”) to the Dissenting Shareholder promptly after the later of (i) the date on which the Company forms the intention to proceed, and (ii) the date on which the Notice of Dissent was received.

If the Company has acted on the Continuance Resolution, it must promptly send a Notice to Proceed to the Dissenting Shareholder. The Notice to Proceed must be dated not earlier than the date on which it is sent and state that the Company intends to act or has acted on the authority of the Continuance Resolution and advise the Dissenting Shareholder of the manner in which dissent is to be completed.

On receiving a Notice to Proceed, the Dissenting Shareholder is entitled to require the Company to purchase all of the Common Shares in respect of which the Notice of Dissent was given.

A Dissenting Shareholder who receives a Notice to Proceed, and who wishes to proceed with the dissent, must send to the Company within one month after the date of the Notice to Proceed (i) a written statement that the Dissenting Shareholder requires the Company to purchase all of the Notice Shares, (ii) the certificates representing the Notice Shares, and (iii) if dissent is being exercised by the Shareholder on behalf of a beneficial Shareholder who is not the Dissenting Shareholder, a written statement signed by the beneficial Shareholder setting out whether the beneficial Shareholder is the beneficial owner of other shares of the Company and if so, setting out (a) the names of the registered owners of those other shares, (b) the number of those other shares that are held by each of those registered owners, and (c) that dissent is being exercised in respect of all of those other shares, whereupon the Company is bound to purchase them in accordance with the Notice of Dissent.

The Company and the Dissenting Shareholder may agree on the amount of the payout value of the Notice Shares and in that event, the Company must either promptly pay that amount to the Dissenting Shareholder or send a notice to the Dissenting Shareholder that the Company is unable lawfully to pay Dissenting Shareholders for their shares as the Company is insolvent or if the payment would render the Company insolvent.

If the Company and the Dissenting Shareholder do not agree on the amount of the payout value of the Notice Shares, the Dissenting Shareholder or the Company may apply to the court and the court may (i) determine the payout value of the Notice Shares or order that the payout value of the Notice Shares be established by arbitration or by reference to the registrar or a referee of the court, (ii) join in the application

each Dissenting Shareholder who has not agreed with the Company on the amount of the payout value of the Notice Shares, and (iii) make consequential orders and give directions it considers appropriate.

Promptly after a determination of the payout value of the Notice Shares has been made, the Company must either pay that amount to the Dissenting Shareholder or send a notice to the Dissenting Shareholder that the Company is unable lawfully to pay Dissenting Shareholders for their shares as the Company is insolvent or if the payment would render the Company insolvent. If the Dissenting Shareholder receives a notice that the Company is unable to lawfully pay Dissenting Shareholders for their shares, the Dissenting Shareholder may, within 30 days after receipt, withdraw his or her Notice of Dissent. If the Notice of Dissent is not withdrawn, the Dissenting Shareholder remains a claimant against the Company to be paid as soon as the Company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Company but in priority to its shareholders.

Any notice required to be given by the Company or a Dissenting Shareholder to the other in connection with the exercise of the BCBCA Dissent Right will be deemed to have been given and received, if delivered, on the day of delivery, or, if mailed, on the earlier of the date of receipt and the second business day after the day of mailing, or, if sent by telecopier or other similar form of transmission, the first business day after the date of transmittal.

A Dissenting Shareholder who (i) properly exercises the BCBCA Dissent Right by strictly complying with all of the procedures (“ Dissent Procedures ”) required to be complied with by a Dissenting Shareholder, will cease to have any rights as a Shareholder other than the right to be paid the fair value of the Common Shares by the Company in accordance with the Dissent Procedures, or (ii) seeks to exercise the BCBCA Dissent Right, but who for any reason does not properly comply with each of the Dissent Procedures required to be complied with by a Dissenting Shareholder loses such right to dissent.

A Dissenting Shareholder may not withdraw a Notice of Dissent without the consent of the Company.

A Dissenting Shareholder may, with the written consent of the Company, at any time prior to the payment to the Dissenting Shareholder of the full amount of money to which the Dissenting Shareholder is entitled, abandon such Dissenting Shareholder’s dissent to the Continuance by giving written notice to the Company, withdrawing the Notice of Dissent, by depositing such notice with the Company, or mailing it to the Company by registered mail c/o Pilot Law LLP, 8 King Street East, Suite 205, Toronto, Ontario M5C 1B5 Attention: Charles Higgins, who wish to exercise their BCBCA Dissent Right should carefully review the dissent procedures described in Sections 237 to 247 of the BCBCA attached to this Information Circular as Schedule “D” and seek independent legal advice, as failure to adhere strictly to the BCBCA Dissent Right requirements may result in the loss of any right to dissent.

Other Matters

As of the date of this Information Circular, management knows of no other matters to be acted upon at the Meeting. However, 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 the Common Shares represented by the Proxy.

Additional Information

Additional information relating to the Company is available through the Company's profile on the SEDAR website at www.sedar.com.

Financial information on the Company is provided in the Company’s comparative financial statements and management discussion and analysis of the most recently completed financial year ended October 31, 2020. Copies of the Company’s financial statements and management discussion and analysis may be obtained

upon request from the Company to the attention of: Terrence MacDonald at 1 King Street West, Suite 4800, Toronto, Ontario, M5H 1A1, Tel: 416-561-3626.

APPROVAL AND CERTIFICATION

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Dated at Toronto, Ontario this 17[th] day of June, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Terrence MacDonald”

Terrence MacDonald Director

Schedule “A”

COPPER LAKE RESOURCES LTD. AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

(a) review and report to the board of directors of the Company on the following before they are published:
(i) the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102) of the Company;
(ii) the auditor’s report, if any, prepared in relation to those financial statements,
(b) review the Company’s annual and interim earnings press releases before the Company publicly discloses this information,
(c) satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures,
(d) recommend to the board of directors:
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and
(ii) the compensation of the external auditor,
(e) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting,
(f) monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established,
(g) monitor the management of the principal risks that could impact the financial reporting of the Company,
(h) establish procedures for:
(i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters,
(i) pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor,
(j) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company, and

8717690.1

C-2

(k) with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to comply with National Instrument 52-109.

Composition of the Committee

The committee will be composed of three directors from the Company’s board of directors, a majority of whom will be independent. Independence of the Board members will be as defined by applicable legislation and as a minimum each committee member will have no direct or indirect relationship with the Company which, in the view of the board of directors, could reasonably interfere with the exercise of a member’s independent judgment.

All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.

Authority

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.

The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

Reporting

The reporting obligations of the committee will include:

reporting to the board of directors on the proceedings of each committee meeting and on the committee’s recommendations at the next regularly scheduled directors’ meeting; and
reviewing, and reporting to the board of directors on its concurrence with, the disclosure required by Form 52-110F2 in any management information circular prepared by the Company.

SCHEDULE “B” CONTINUANCE RESOLUTION

NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

That the continuance of the Company under the laws of Ontario as if the Company had been incorporated under the laws of Ontario is hereby approved.
That the Company is hereby authorized to make an application to the Registrar under the Business Corporations Act (British Columbia) (“BCBCA”), pursuant to section 308 of the BCBCA, for authorization to continue under the Business Corporations Act (Ontario) (“OBCA”).
That the Company is hereby authorized to make application to the Registrar under the OBCA, pursuant to section180 of such Act, for a Certificate of Continuance continuing the Company as a corporation pursuant to the OBCA.
That the Articles of Continuance of the Company, forming part of the application referred to in paragraph 3of this Resolution shall be submitted to the Registrar under the OBCA.
Anyone officer or director of the Company is hereby authorized and directed on behalf of the Company to sign, execute and deliver all documents and to do all things necessary or advisable in connection with the continuance of the Company under the laws of British Columbia and Ontario.
Upon the issue of a Certificate of Continuance under the OBCA, a copy of the Certificate and Articles of Continuance shall be filed with the Registrar under the BCBCA after the date of such issuance.
Notwithstanding the approval of this resolution, the directors of the Company are hereby authorized and empowered without further notice to or approval of the holders of the common shares not to proceed with the Continuance of the Corporation pursuant to this resolution.
Any one officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

SCHEDULE"C" BCBCA DISSENT RIGHTS

DIVISION 2 —DISSENT PROCEEDINGS

Definitions and application

(1) In this Division:

“ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“ payout value ” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291(2) (c)that permits dissent, the fair value that he notice shares had immediately before the passing of the resolution adopting the arrangement, or

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or (b) in the case of a right of dissent authorize by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238.(1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;
(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company in to a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.

C-2

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242(4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239.(1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must
(a) provide to the company a separate waiver for
- (i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder r is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

C-3

(1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,
(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent
(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

(1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and
(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

C-4

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and

(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

(1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

C-5

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,

(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

Completion of dissent

(1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

(b) the certificates, if any, representing the notice shares, and

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

(1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

C-6

(a) promptly pay that amount to the dissenter, or

(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

C-7

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

AI assistant

Copper Lake Resources Ltd. — Proxy Solicitation & Information Statement 2021

43632_rns_2021-06-23_86c1675b-6498-4345-b967-745666c4a086.pdf

COPPER LAKE RESOURCES LTD.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Date of Information Circular

GENERAL PROXY INFORMATION

Revocability of Proxies

Appointment of Proxyholders

Exercise of Discretion

Proxy Voting Options

Advice to Beneficial Holders of Common Shares

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

Recommendation of the Board

ELECTION OF DIRECTORS

Current Member Slate

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Share-Based and Option-Based Awards

Risk of Compensation Practices and Disclosure

Executive Compensation

Summary Compensation Table

Outstanding Share-Based Awards And Option-Based Awards

Incentive Plan Awards - value vested or earned during the year

Termination of Employment, Change in Responsibilities and Employment Contracts

Pension Arrangements

COMPENSATION OF DIRECTORS

Narrative Discussion

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards - value vested or earned during the year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

Compensation

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Mr. Terrence MacDonald

Mr. Jeffrey Malaihollo

Mr. Paul Mcgroary

Audit Committee Oversight

Pre-Approval Policies and Procedures

Reliance on Certain Exemptions

External Auditor Service Fees

Exemption in Section 6.1 of NI 52-110

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

Approval of Continuation into Ontario

Comparison of Rights under the OBCA and the BCBCA

Sale of the Company’s Undertaking

Amendments to the Articles of a Company

Rights of Dissent and Appraisal

Shareholder Derivative Actions

Oppression Remedies

Requisition of Meetings

Place of Meetings

Directors

BCBCA Dissent Rights

Other Matters

Additional Information

APPROVAL AND CERTIFICATION

BY ORDER OF THE BOARD OF DIRECTORS

Schedule “A”

COPPER LAKE RESOURCES LTD. AUDIT COMMITTEE CHARTER

Composition of the Committee

Copper Lake Resources Ltd. Proxy Solicitation & Information Statement 2021