Elevation Gold Mining Corporation - Proxy Solicitation & Information Statement 2021

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

for the 2021 Annual and Special Meeting of the

Shareholders of

NORTHERN VERTEX MINING CORP.

to be held at 10:00 a.m. (Pacific time) on Friday, May 21, 2021 by Teleconference

Dated as of April 16, 2021

NORTHERN VERTEX MINING CORP.

Suite 1650, 1075 West Georgia Street Vancouver, British Columbia V6E 3C9

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the shareholders of NORTHERN VERTEX MINING CORP. (the " Company ") will be held via teleconference, on Friday, May 21, 2021 at 10:00 a.m. (Pacific Time). Shareholders will be able to access the meeting by teleconference using the details below.

At the Meeting, the shareholders will receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2020, together with the auditors' report thereon, and consider resolutions to:

appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
to determine the number of directors at six (6);
to elect six (6) directors for the ensuing year;
to consider and, if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Company’s stock option plan, as described in the accompanying information circular of the Company dated April 16, 2021 (the “ Information Circular ”);
to consider and, if thought fit, to approve by special resolution amendments to the Articles of the Company, as more particularly described in the Information Circular; and
transact such further or other business as may properly come before the Meeting and any adjournments thereof.

All registered shareholders are entitled to attend, participate and vote at the Meeting, which will be held via teleconference, by calling the number below (instructions will be provided as to how shareholders entitled to vote at the Meeting may participate and vote at the Meeting), or may also vote in advance by proxy. The Board of Directors (the “ Board ”) requests that, as the Meeting will be held via teleconference and will not be conducted in person, that registered shareholders read, complete, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“ Computershare ”), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (Vancouver, British Columbia time) on May 19, 2021 (or before 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment of the Meeting at which the proxy is to be used). Only shareholders of record at the close of business on April 16, 2021 will be entitled to vote at the Meeting.

If you are a non-registered shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Teleconference Details:

Participant / Guest (Toll-Free):	877-407-2991	INCOMM EVENT	14
Participant / Guest (Toll):	201-389-0925	INCOMM EVENT	14

Callers are recommended to dial in 5 to 10 minutes prior to the scheduled start time of the Meeting. The Information Circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, this 16[th] day of April, 2021.

BY ORDER OF THE BOARD

“Douglas J. Hurst”

____ Douglas J. Hurst Chairman of the Board

NORTHERN VERTEX MINING CORP.

Suite 1650, 1075 West Georgia Street Vancouver, British Columbia V6E 3C9

INFORMATION CIRCULAR

(as at April 16, 2021 unless otherwise specified)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of NORTHERN VERTEX MINING CORP. (the “Company”) for use at the Annual and Special Meeting of shareholders of the Company (and any adjournment(s) or postponement(s) thereof) (the “Meeting”) to be held on Friday, May 21, 2021 at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the officers and directors of the Company at nominal cost, or by outside parties. All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

“Common Shares” means common shares in the capital 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 Beneficial Shareholders.

The Company has arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held on the date of record by those intermediaries and the Company may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

APPOINTMENT OF PROXYHOLDERS

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than any of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. 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.

VOTING BY PROXYHOLDER

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons 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 persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person (by teleconference). Registered Shareholders electing to submit a proxy may do so by choosing one of the following methods:

(a) complete, date and sign the enclosed form of proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at 1-866-2497775, outside North America at (416) 263-9524, or by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

(b) use a touch-tone phone to transmit voting choices to a toll free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or
(c) log onto Computershare’s website at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Registered Shareholders must ensure the proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment(s) or postponement(s) thereof.

BENEFICIAL SHAREHOLDERS

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the U.S. the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for “Objecting Beneficial Owners” ) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for “Non-Objecting Beneficial Owners” ).

If you are a NOBO, the form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as set out in the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company), different from the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF return it to Broadridge by mail or facsimile, or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge’s instructions. Broadridge 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 VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting as per your instructions; or (b) have an alternate representative chosen by you duly appointed to attend and vote your Common Shares at the Meeting (by teleconference).

Management of the Company does not intend to pay for intermediaries to forward the Meeting materials and VIF to the OBOs. An OBO will not receive the Meeting materials and VIF unless the OBO’s intermediary assumes the cost of delivery. Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

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

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

REVOCATION 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:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to Computershare or at the address of the office of the Company at Suite 1650, 1075 West Georgia , Vancouver, British Columbia, V6E 3C9, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned or postponed, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or
(b) personally attending the Meeting (by teleconference) 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.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital: unlimited number of Common Shares without par value Issued and Outstanding: 383,072,851 Common Shares without par value[(1) ]

(1) As at the Record Date of April 16, 2021.

Only shareholders of record at the close of business on April 16, 2021 (the “Record Date”) who either personally attend the Meeting (by teleconference) or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

On a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders will have one vote for each Common Share registered in his or her name on the list of shareholders.

To the knowledge of the directors and executive officers of the Company, as at the date of this Information Circular there are no persons or companies who beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares, other that as set out below:

	Name		Number of Common Shares		Percentage
	Greenstone Resources II L.P.		76,854,855		20%

ELECTION OF DIRECTORS

The Board of Directors of the Company (the “Board”) presently consists of seven (7) directors and the Board intends to determine that the number of directors at six (6) and to elect six (6) directors for the ensuing year.

The term of office of each of the present directors expires at the conclusion of the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) or the Articles of the Company (the “Articles”).

Pursuant to the Advance Notice Policy adopted by the Board on November 28, 2018, which was approved by shareholders at the annual and special meeting of shareholders of the Company held on December 31, 2018 (which is attached as Schedule “B” to the Company’s management information circular dated November 28, 2018 and is filed on SEDAR under the Company’s profile at www.sedar.com ) any additional director nominations for the Meeting must be received by the Company in compliance with the Advance Notice Policy no later than the close of business on April 15, 2021. Since no such nominations were received by the Company by such time, management’s nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

The following table states the name of each person proposed to be nominated by management for election as a director, the jurisdiction in which he is ordinarily resident, all offices of the Company now held by him, his principal occupation or employment during the past five years if such nominee is not presently an elected director, the period of time for which he has been a director of the Company, and the number of Common Shares beneficially owned by him or over which he exercises control or direction, directly or indirectly, as at the Record Date.

Name of Nominee, Province or State, Country of Residence, Position(s) with the Company (1)	Principal Occupation and, if not at Present an Elected Director, Employment for Last Five Years (1)	Period as a Director of the Company	Number of Common Shares (1)
Douglas J. Hurst British Columbia, Canada Chairman	V.P. Corporate Development of Newmarket Gold Inc. from 2013 to 2016; Director of Greatbanks Resources Limited from 2003 to 2017, Chairman of Northern Empire Resources Corporation from 2015 to 2018 and director of Eclipse Gold Mining Corp. from 2019 until 2021. Currently a director of Newcore Gold Ltd. and Calibre Mining Corp.	Since February 12, 2021	4,077,600
Raymond Threlkeld Florida, United States Proposed Director	Independent mining consultant since 2013. Currently a director of Calibre Mining Corp., a gold mining and exploration company, since 2018. Director of New Gold Inc. from 2009 to 2018, Interim Chief Operating Officer of New Gold Inc. from December 2016 to September 2017, and President and Chief Executive Officer of New Gold Inc. from May 2018 to September 2018. Chair of the board of directors of Newmarket Gold Inc. from 2015 to 2017.	Proposesd Director	109,000
David Farrell(2) (3) (5) British Columbia, Canada Director	President of Davisa Consulting Corp. (private consulting).	Since December 13, 2011	1,398,909
Michael Haworth(2) (3) (4) (5) (7) London, United Kingdom Director	Managing Partner with Greenstone Capital LLP since August 2013.	Since June 9, 2017	258,333(6)
Geoff Burns(2) (5) British Columbia, Canada Director	Chairman of Maverix Metals Inc., a precious metals and streaming company, since June 2016. President and CEO of Pan American Silver Corp. from May 2004 to December 31, 2015.	Since January 22, 2019	311,250
Marcel de Groot British Columbia, Canada Director	Founding partner and President of Pathway Capital Ltd., a Vancouver based private venture capital company, since 2004. Currently a director of Galiano Gold Inc., Level 14 VenturesLtd. andDrummond Ventures Corp.	Since February 12, 2021	1,720,819

(1) The information as to place of residence, principal occupation and number of Common Shares beneficially owned or over which a nominee exercises control or direction, is not within the knowledge of management of the Company and has been furnished by the respective nominees.

(2) Member of Compensation, Corporate Governance and Nominating Committee.

(3) Member of Audit Committee.
(4) Member of Technical, Health, Environment, Safety and Steering Committee.
(5) Member of the Mergers & Acquisitions Committee.
(6) These Common Shares are registered in the name of Greenstone Management II Ltd. Michael Haworth is the Managing Partner of Greenstone Capital LLP and a director of Greenstone Management Ltd., the general partner of Greenstone Resources II L.P. (“Greenstone”), which is the beneficial owner of 76,854,855 Common Shares representing approximately 20% of the issued and outstanding Common Shares.

(7) Mr. Haworth is a nominee of Greenstone which has a contractual right, subject to Greenstone holding at least 10% of the Common Shares outstanding, to appoint up to two director nominees to the Board, one of whom must be an independent person at arm’s length to Greenstone and the Company with appropriate industry experience. Mr. Haworth is the director nominee nominated by Greenstone.

Shareholders can vote for all of the proposed nominees for directors of the Company, vote for some of the proposed nominees and withhold for others, or withhold from voting for all or any of the proposed nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Company.

The Board does not contemplate that any of its nominees will be unable to serve as a director. If any vacancies occur in the slate of nominees listed above before the Meeting, then the proxyholders named in the accompanying form of proxy intend to exercise discretionary authority to vote the Common Shares represented by proxy for the election of any other persons as directors.

No proposed director of the Company is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, 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 a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, 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.

No proposed director of the Company:

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

No proposed director of the Company has been subject to:

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

APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP (“PWC”), Chartered Professional Accountants were first appointed as auditors of the Company on October 30, 2020. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of PWC as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

AUDIT COMMITTEE

Pursuant to section 224 of the BCBCA, the Company is required to have an audit committee composed of not less than three directors of the Company, a majority of whom are not officers or employees of the Company or any of its affiliates.

The Company, as a venture issuer, must also provide the following information regarding its audit committee (the “Audit Committee”) to its shareholders in this Information Circular pursuant to the provisions of National Instrument 52-110 Audit Committees (“NI 52-110”).

Audit Committee Charter

The Company has a written charter (the “Audit Committee Charter”) which sets out the duties and responsibilities of the Audit Committee.

The text of the Company’s Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

At the present time, the Company’s Audit Committee is composed of Messrs. David Farrell (Chair) (financially literate and non-independent), James McDonald (financially literate and independent) and Michael Haworth (financially literate and non-independent).

Relevant Education and Experience

David Farrell, Director

Mr. Farrell is President of Davisa Consulting Corp., a private consulting firm working with junior to mid-tier global mining companies. He formerly was Managing Director of Mergers & Acquisitions at Endeavour Financial where he successfully closed over US$25 billion worth of M&A transactions for junior and mid-tier natural resource companies. Before his 12 years at Endeavour Financial, Mr. Farrell was a lawyer at Stikeman Elliott LLP, working in Vancouver, Budapest and London. Mr. Farrell graduated from the University of British Columbia with a B.Comm. (Honours, Finance) and an LL.B. He is a director of Fortuna Silver Mines Inc., Luminex Resources Corp. and Oronova Energy Inc. Mr. Farrell’s background has given him the required experience to understand and assess the general application of the accounting principles used by the Company and to understand internal controls and procedures for financial reporting.

James McDonald, Director

Mr. McDonald holds a P.Geo. designation and has over 25 years’ experience in the international mining sector. He is currently President, Chief Executive Officer and Director of Kootenay Silver Inc. He has a proven track record developing and advancing projects from the start-up phase to production. Among his credits, he co-founded and successfully developed National Gold Corporation, which merged with Alamos Minerals Ltd. to form Alamos Gold Inc. for which he was a director and served on the technical committee until June 2012. He also formerly served as President of Genco Resources Ltd. during which time it operated the La Guitarra Mine, an underground silver mine located in Mexico. Mr. McDonald has experience in reviewing financial statements.

Michael Haworth, Director

Mr. Haworth is a Senior Partner at Greenstone Resources II L.P, a private equity fund he co-founded in 2013 that specializes in the mining and metals sector. Together with colleague and fellow director Mark Sawyer, Mr. Haworth oversees all aspects of the management of Greenstone Resources. Specifically, Mr. Haworth serves as a director of Greenstone Management Ltd., the fund’s General Partner and is a member and co-chairman of the Investment Committee.

Each member of the audit committee has:

an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements; and
an understanding of internal controls and procedures for financial reporting.

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.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed fiscal year ended December 31, 2020, has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , the exemptions in Subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer) , Subsection 6.1.1(5) (Events Outside Control of Member) , Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions) .

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, other than as set out in the Audit Committee Charter and Terms of Reference.

External Auditor Service Fees (By Category)

The Audit Committee has reviewed the nature and amount of the audit services provided by PWC to the Company to ensure auditor independence.

MNP LLP, Chartered Professional Accountants, conducted the annual audit of the Company’s financial statements and provided audit-related, tax and other services and reports to the Audit Committee prior to its resignation on October 30, 2020. PWC has provided such services following its appointment as auditor of the Company on October 30, 2020. The aggregate fees billed by the Company’s external auditors during the fiscal years ended December 30, 2020 and June 30, 2020 were as follows:

Fiscal year Ending	Audit Fees (1)	Audit-Related Fees (2)	Tax Fees (3)	All Other Fees
December 31, 2020	$130,000	$11,000	$0	$26,771
June 30, 2020	$130,000	$44,250	$8,000	$0

(1) “Audit Fees” includes fees for the performance of the annual audit and for accounting consultations on matters reflected in the financial statements.

(2) “Audit-Related Fees” includes fees for assurance and related services that are related to the performance of the review of the financial statements and are not reported under[(1)] .

(3) “Tax Fees” includes fees for tax compliance and tax advice.

Exemption

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in Section 6.1 of NI 52-110 relating to Part 3 (Compensation of Audit Committee) and Part 5 (Reporting Obligations).

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

In accordance with the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58101”) and National Policy 58-201 Corporate Governance Guidelines , the Company is required to provide disclosure of its systems of corporate governance. The following describes the Company’s approach to corporate governance:

Board of Directors

The Board currently consists of seven directors, Messrs. Douglas Hurst (Chairman), Kenneth Berry, David Farrell, James McDonald, Michael Haworth, Marcel de Groot and Geoff Burns. The Board has determined that its present approximate size and constitution are appropriate for the Company’s current stage of development.

NI 58-101 distinguishes between independent and non-independent directors. For the purposes of NI 58-101, Messrs. Hurst, McDonald, de Groot and Burns are independent. Mr. Hurst acts as chair of the Board on a part-time basis. Mr. Farrell is not independent as he received more than $75,000 in direct compensation from the Company during a 12 month period, in the year 2018. Mr. Haworth is not independent by virtue of his relationship with Greenstone. Mr. Berry is not independent as he has been an employee or executive officer within the last three years and has received more than $75,000 in direct compensation from the Company during a 12 month period within the last three years.

The Board meets for formal Board meetings periodically during the year to review and discuss the Company’s business activities and to consider and, if thought fit, to approve matters presented to the Board for approval, including the annual budget of the Company and to provide guidance to management. In addition, management informally provides updates to the Board at least once per quarter between formal Board meetings. In general, management consults with the Board when deemed appropriate to keep the Board informed regarding the Company’s affairs. The Board facilitates the exercise of independent supervision over management through these various meetings. In addition to its Audit Committee, the Board has also established a Compensation, Corporate Governance and Nominating Committee, a Technical, Health, Environment, Safety and Steering Committee and a Mergers & Acquisitions Committee. When necessary, the Board will strike a special committee of independent directors to deal with matters requiring independence. The composition of the Board is such that the independent directors have significant experience in business affairs and, as a result, are able to provide significant and valuable independent supervision over management.

In the event of a conflict of interest at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his fiduciary obligations as a director of the Company, disclose the nature and extent of his interest to the meeting and abstain from voting for or against the approval of such matter.

Directorships

The following directors of the Company are also directors of other reporting issuers as set out below:

	Name of Director		Name of Reporting Issuer
	Douglas Hurst		Calibre Mining Corp. Newcore Gold Ltd.
	Kenneth Berry(1)		Kootenay Silver Inc.
	David Farrell		Fortuna Silver Mines Inc. Luminex Resources Corp. Oronova Energy Inc.
	James McDonald(1)		Kootenay Silver Inc. Aldebaran Resources Inc.
	Michael Haworth	Excelsior Mining Corp. Marimaca Copper Corp. Adventus Mining Corporation Ncondezi Energy Limited
	Marcel de Groot	Galiano Gold Inc. Level 14 Ventures Ltd. Drummond Ventures Corp.
	Geoff Burns	Maverix Metals Inc.
Raymond Threlkeld (proposed director)		Calibre Mining Corp.

(1) Messrs. Berry and McDonald will not be standing for re-election as directors of the Company at the Meeting.

Orientation and Continuing Education

At present, the Company does not provide a formal orientation and education program for new directors. Prior to joining the Board, potential Board members are encouraged to meet with management and inform themselves regarding management and the Company’s affairs. After joining the Board, management and the chairman of the Board provide orientation both at the outset and on an ongoing basis. The Company currently has no specific policy regarding continuing education for directors; however, requests for education are encouraged.

Ethical Business Conduct

The Board has a Code of Business Conduct and Ethics and views good corporate governance as an integral component to the success of the Company. In addition to promoting the Code of Business Conduct and Ethics, the Board encourages a culture of ethical business conduct by performing appropriate due diligence on proposed directors and ensuring that proposed directors are of the highest ethical standards.

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

Nomination of Directors

The Board considers its size each year when it contemplates the number of directors to recommend to the shareholders for election at the Meeting, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

Once a decision has been made to add or replace a director, the task of identifying new candidates falls on the Board and management. Proposals are put forth by the Board and management and are then considered and discussed. If a candidate looks promising, the Board and management will conduct due diligence on the candidate and, if the results are satisfactory, the candidate is invited to join the Board.

Compensation, Corporate Governance and Nominating Committee

In January 2019, the Board combined the Corporate Governance and Nominating Committee with the Compensation Committee to form the Compensation, Corporate Governance and Nominating Committee. The Compensation, Corporate Governance and Nominating Committee consists of Messrs. McDonald (Chair), Farrell, Haworth and Burns. Messrs. McDonald and Burns are independent directors.

The Compensation, Corporate Governance and Nominating Committee is responsible for (i) determining compensation for the directors, the CEO and other senior executives and consultants, (ii) identifying individuals qualified to become Board members consistent with criteria approved by the Board, (iii) recommending to the Board the persons to be nominated for election as directors at any meeting of shareholders and (iv) recommending to the Board persons to be elected by the Board to fill any vacancies on the Board. The recommendations of the Compensation, Corporate Governance and Nominating Committee will be considered by the Board but the recommendations are not binding upon it.

See “ Statement of Executive Compensation – Compensation Discussion and Analysis .”

Other Board Committees

The Board also established a Safety, Health and Environment Committee and a Project Steering Committee which were merged into one committee in January 2019, now known as the Technical, Health, Environment, Safety and Steering Committee (the “THESS Committee”). The THESS Committee currently consists of two directors, Messrs. McDonald and Haworth.

The THESS Committee is responsible for (i) assisting the Board in fulfilling its responsibilities and reviewing and approving environmental policies and monitoring activities of the Company as they relate to environmental matters, (ii) reviewing and monitoring the activities of the Company as they relate to the health and safety of employees of the Company in the workplace and (iii) assessing and reviewing the overall progress of the Company’s projects, including the Moss Mine Gold/Silver Project, and US gold consolidation opportunities.

The Board also established a Mergers & Acquision Committee (the “M&A Committee”). The M&A Committee currently consists of Messrs. Farrell, Burns and Haworth. The purpose of the M&A Committee is to (i) review with management and the Board the role of mergers and acquisitions within the Company’s overall growth strategy, (ii) provide advice to management regarding the Company’s various strategic alternatives, and (iii) review with management material mergers, acquisitions, dispositions or other potential transactions and to provide guidance to management as it prepares to present its conclusions and recommendations to the Board as appropriate.

Assessments

At present, the Board does not have a formal process for assessing the effectiveness of the Board, its Committees or individual directors. These matters are dealt with on a case by case basis at the Board level.

Board Compensation

The Compensation, Corporate Governance and Nominating Committee is responsible for determining compensation for the directors and the CEO of the Company. Reference is made to the “ Statement of Executive Compensation ” set out below for details regarding the Company’s process for determining compensation.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Set out below are particulars of compensation paid to the following persons (the “Named Executive Officers”):

(a) the Company’s Chief Executive Officer (“CEO”);
(b) the Company’s Chief Financial Officer (“CFO”);
(c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation for that fiscal year; and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that fiscal year.

Where a Named Executive Officer acted in that capacity for the Company during part of the fiscal year for which disclosure is required in the summary compensation table, the Company provides details of all of the compensation that the Named Executive Officer received from the Company for that fiscal year, including compensation the Named Executive Officer earned in any other position with the Company during the fiscal year.

During the fiscal year ended December 31, 2020, the Company had three Named Executive Officers: Messrs. Kenneth Berry, the former Company’s Chairman, President and CEO; David Splett, the Company’s CFO and Corporate Secretary; and Joel Murphy, General Manager, Moss Mine.

Compensation Discussion and Analysis

The following discussion and analysis focuses on the compensation paid to Named Executive Officers for the financial year ended December 31, 2020. Effective in 2020, the Company changed its financial year end from June 30[th] to December 31[st] , resulting in a six month financial year for the financial year ended December 31, 2020. The Board reviews and monitors the long-range compensation strategy for the senior management of the Company. The Board determines the type and amount of compensation for the President and CEO and other executive officers. Given the Company’s size and its stage of development, the Company has not formalized any rules with respect to compensation at this time. The Company currently relies on the recommendations of the Compensation, Corporate Governance and Nominating Committee and Board discussion to determine the amount of compensation payable to officers of the Company. The Compensation, Corporate Governance and Nominating Committee consists of Geoff Burns, David Farrell, Michael Haworth and James McDonald, of which Messrs. McDonald and Burns are independent.

The Board is of the view that the Compensation, Corporate Governance and Nominating Committee collectively has the knowledge, skills, experience and background to make decisions on the suitability of the Company’s compensation policies and practices. A description of such skills and experience of each member of the Compensation, Corporate Governance and Nominating Committee, other than Mr. Burns, is set out in this Information Circular under “ Audit Committee – Relevant Education and Experience ”. Mr. Burns has gained extensive experience in executive compensation matters through his role as Chairman and a director of Maverix Metals Inc. from June 2016 to present and as the former President and Chief Executive Officer of Pan American Silver Corp. from May 2004 to December 31, 2015. The amount of compensation paid to management, employees and consultants of the Company is also based upon the financial situation of the Company, and competitive in relation to other mining companies with similar assets under management.

Compensation Philosophy and Objectives

The compensation program for the executive officers of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining talented, qualified and effective executives;
(b) motivating the short and long-term performance of these executives; and
(c) better aligning the interests of the executive officers with those of the Company’s shareholders.

Executive Compensation Policy

In compensating its executive officers, the Company has employed a combination of base salary, bonus compensation and equity participation through its stock option plan.

Base Salary

Base salary is the principal component of executive compensation and the base salary for each executive officer is based on the position held and the related responsibilities and functions performed by the executive. Individual and corporate performance is also taken into account in determining base salary levels for executives.

Bonus Incentive Compensation

The Board approves executive bonus compensation after receiving and reviewing the recommendations of the Compensation, Corporate Governance and Nominating Committee. The recommendations of the Compensation, Corporate Governance and Nominating Committee may include input from executive officers.

Long-Term Incentive

Stock Option Plan

Long-term incentive is achieved through participation in the Company’s stock option plan dated for reference November 7, 2011 (the “Option Plan”). Stock options are granted to senior management, employees and consultants, taking into account a number of factors including base salary and bonuses and competitive factors. Vesting terms of options are determined by the Board and are in accordance with the Option Plan and the TSX Venture Exchange (the “TSXV”) policies.

The stock option component of executive officers’ compensation is intended to advance the interests of the Company by encouraging the officers of the Company to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with a long-term incentive in their efforts on behalf of the Company in the conducting of its affairs. Grants under the Option Plan are intended to provide longterm awards linked directly to the market value performance of the Common Shares. The Board reviews management’s recommendations for the granting of stock options to management, directors, officers and other employees and consultants of the Company and its subsidiaries. Stock options are granted according to the specific level of responsibility of the particular executive. The number of outstanding options is also considered by the Board when determining the number of options to be granted in any particular year due to the limited number of options which are available for grant under the Option Plan.

Share Unit Plan

On September 26, 2019, the Board approved the adoption of a performance share unit and restricted share unit plan (the “Share Unit Plan”), which was accepted by the TSXV on May 4, 2020 and approved by the disinterested shareholders of the Company at the annual and special meeting held on December 11, 2019.

The purposes of the Share Unit Plan are: (a) to promote a further alignment of interests between officers, employees and consultants and the shareholders of the Company; (b) to associate a portion of officers’, employees’ and consultants’ compensation with the returns achieved for shareholders of the Company over the medium term; and (c) to attract and retain officers, employees and consultants with the knowledge, experience and expertise required by the Company.

Compensation Risk Assessment and Mitigation

The Board has considered the implications of the risks associated with the Company’s compensation policies and practices. The Board is responsible for setting and overseeing the Company’s compensation policies and practices. Through its Compensation, Corporate Governance and Nominating Committee, the Board provides monitoring and oversight of compensation policies and practices of the Company, and the Compensation, Corporate Governance and Nominating Committee reviews, considers and adjusts these matters at least annually as necessary. The Compensation, Corporate Governance and Nominating Committee is responsible for implementing practices to identify and mitigate compensation policies that could encourage a Named Executive Officer or individual at a principal business unit or division to take inappropriate or excessive risks. The Company currently believes that none of its policies encourage its Named Executive Officers to take such risks. The Company has not identified any risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There are no restrictions on Named Executive Officers or directors regarding the purchase of financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. For the year ended December 31, 2020, no Named Executive Officer or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Summary Compensation Table

The following table is a summary of compensation paid or granted to the present Named Executive Officers during the fiscal years ended December 31, 2020, June 30, 2020, and June 30, 2019:

					Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)
Name and Position of Principal	Year(1)	Salary ($)	Share Based Awards ($)	Option Based Awards ($)	Annual incentive plans	Long- term incentive plans	Pension Value ($)	All other compensation ($)	Total Compensation ($)
Kenneth Berry(2) Former Chairman, President, CEO and Director	Dec 31, 2020 June 30, 2020 June 30, 2019	$175,000 $350,000 $350,000	N/A N/A N/A	$Nil(3) $Nil(3) $425,280(4)	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$630,000(12) $Nil $Nil	$805,000 $350,000 $775,280
David Splett CFO and Corporate Secretary	Dec 31, 2020 June 30, 2020 June 30, 2019	$112,500 $100,673(5) N/A	N/A N/A N/A	$Nil $180,200(6) N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$125,000(13) $Nil N/A	$237,500 $280,873 N/A
Joel Murphy(7) General Manager, Moss Mine	Dec 31, 2020 June 30, 2020 June 30, 2019	$137,823(8) $265,854(8) $73,350(8)	N/A $310,000(9) N/A	$Nil $Nil $125,900(10)	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$145,723(14) $21,240)(11) $9,650(11)	$283,546(15) $597,094 $208,900

(1) Effective in 2020, the Company changed its financial year end from June 30[th] to December 31[st] , resulting in a six month financial year for the financial year ended December 31, 2020.
(2) Mr. Berry resigned as Chairman, President and CEO on February 25, 2021.
(3) No stock options were granted to Mr. Berry during the fiscal years ended June 30, 2020 and December 31, 2020.
(4) Mr. Berry was granted 2,400,000 stock options during the fiscal year ended June 30, 2019, with an estimated grant-date fair value of $0.18 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 1.80%, estimated volatility of 106%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
(5) Mr. Splett was appointed CFO and Corporate Secretary effective March 1, 2020.
(6) Mr. Splett was granted 1,000,000 stock options during the fiscal year ended June 30, 2020, with an estimated grant-date fair value of $0.18 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 1.40%, estimated volatility of 95%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
(7) Mr. Murphy commenced employment as General Manager, Moss Mine on July 31, 2019.
(8) Salary compensation for Mr. Murphy was earned in U.S. dollars and has been translated into Canadian dollars at average exchange rates for the periods presented.
(9) Mr. Murphy was granted 1,000,000 RSUs (as defined below) pursuant to the Share Unit Plan during the fiscal year ended June 30, 2020 which had an estimated fair value at June 30, 2020 of $0.31 per share. The balance-date fair value is not necessarily the value of the units to the individual over time, nor the value that might ultimately be derived from the exercise of such units. These RSUs are cash-settled as follows: one-half on the 12 month anniversary of the grant date, being October 9, 2020, and the remaining on-half on the 24 month anniversary of the grant date, being October 9, 2021.
(10) Mr. Murphy was granted 1,000,000 stock options during the fiscal year ended June 30, 2019, 50,000 of which had an estimated grant-date fair value of $0.18 per share and 950,000 had an estimated grant-date fair value of $0.12 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: riskfree interest rate of 1.39-1.80%, estimated volatility of 105-106%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
(11) Consists of a living allowance.
(12) Consists of a bonus paid to Mr. Berry.
(13) Consists of a bonus paid to Mr. Splett.
(14) Conissits of a bonus paid to Mr. Murphy and a living allowance.
(15) This value is exclusive of $315,000 in vested shared-based awards paid to Mr. Murphy. Refer section for Incentive plan awards – value vested or earned during the year.

Employment and Consulting Contracts

On October 1, 2016, Mr. Ken Berry entered into a revised consulting agreement with the Company under which Mr. Berry is engaged as the President and CEO of the Company for an indefinite term. The consulting agreement provides for an annual salary of $350,000 after the first gold pour at the Company’s Moss Mine. Under the terms of the consulting agreement, Mr. Berry is eligible for an annual incentive bonus of up to 100% of his base salary and stock options at the discretion of the Board. Mr. Berry resigned as Chairman, President and CEO on February 25, 2021.

On January 22, 2020, Mr. David Splett entered into an executive employment agreement with the Company, under which Mr. Splett serves as the Company’s CFO and Corporate Secretary effective as of March 1, 2020 for an indefinite term. Under the terms of the employment agreement, Mr. Splett is paid an annual base salary of $225,000, and he is entitled to a discretionary annual incentive bonus of 50% of salary and stock options at the discretion of the Board.

On July 31, 2019, Mr. Joel Murphy entered into an employment agreement with Golden Vertex Corp., under which Mr. Murphy agreed to serve as the General Manager, Moss Mine for a minimum of 24 months. Under the terms of the employment agreement, Mr. Murphy is paid an annual base salary of US$198,000. During each of the first 24 months of employment, Mr. Murphy will be reimbursed the monthly cost of his rental accommodation. Mr. Murphy is entitled to a discretionary annual incentive bonus of up to 50% of salary and shall be granted stock options, subject to the approval the Board.

Incentive Plan Awards

The purpose of the Option Plan is to provide an incentive for directors, officers, key employees and consultants of the Company to directly participate in the Company’s growth and development by providing them with the opportunity, through options, to purchase Common Shares and acquire an increased financial interest in the Company. The Share Unit Plan was adopted by the Company in order to promote a further alignment of interests between officers, employees and consultants and the shareholders of the Company; to associate a portion of officers’, employees’ and consultants’ compensation with the returns achieved for shareholders of the Company over the medium term; and to attract and retain officers, employees and consultants with the knowledge, experience and expertise required by the Company. The CEO, in discussion with management, will make recommendations to the Board on the grant of options and Share Units (as defined below) to individuals, taking into account the Company’s long-range objectives and previous grants to such individuals, and comparing and in most cases matching option grants and holdings for similar positions in the industry.

For further information regarding the Company’s Option Plan, refer to the section “ Particulars of Other Matters to be Acted Upon - Ratification of Stock Option Plan ”. For further information regarding the Share Unit Plan, refer to the section “ Securities Authorized For Issuance Under Equity Compensation Plans ”.

Outstanding share-based awards and option-based awards

Fiscal year ended December 31, 2020

The following table sets out the outstanding share-based awards and option-based awards held by the Named Executive Officers as at December 31, 2020:

	Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Number of securities underlying unexercised options (#) 2,400,000	Option exercise price ($) $0.24	Option expiration date Feb. 26, 2024	Value of unexercised in-the-money options(1) ($) $696,000	Number of shares or units of shares that have not vested (#) N/A N/A 500,000	Market or payout value of share-based awards that have not vested ($) N/A N/A $265,000(4)	Market or payout value of vested share-based awards not paid out or distributed ($) N/A N/A N/A
300,000 1,000,000 950,000	$0.46 $0.25 $0.24	July 15, 2021 Feb. 10, 2025 May 21, 2024	$21,000 $280,000 $275,500
50,000	$0.24	Feb. 26, 2024	$14,500

(1) The value of unexercised “in-the-money” options at the fiscal year ended December 31, 2020 is the difference between the option exercise price and the market value of the underlying shares on the TSXV on December 31, 2020. The market value of the shares is the closing price of the Company’s common shares on the TSXV, which was $0.53 on December 31, 2020.

(2) Mr. Berry resigned as the Chairman, President and CEO on February 25, 2021.

(3) Mr. Splett was appointed CEO and Corporate Secretary effective March 1, 2020, replacing Mr. Park, who ceased to be the CFO and Corporate Secretary effective February 28, 2020.

(4) The value of Mr. Murphy’s RSUs was determined by multiplying the number RSUs that have not vested by the market price of a common share on the TSXV on December 31, 2020, which was $0.53.

Incentive plan awards – value vested or earned during the year

Fiscal year Ended December 31, 2020

The following table sets out the value vested or earned under incentive plans during the fiscal year ended December 31, 2020 for each Named Executive Officer (Black Scholes valuation applied):

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Kenneth Berry(1) Former Chairman, President, CEO and Director	$106,320	N/A	N/A
David Splett(2) CFO and Corporate Secretary	$60,067	N/A	N/A
Joel Murphy General Manager, Moss Mine	$31,475	$310,000	N/A

(1) Mr. Berry resigned as the Chairman, President and CEO on February 25, 2021.

(2) Mr. Splett was appointed CFO and Corporate Secretary effective March 1, 2020.

Pension Plan Benefits

The Company does not provide pension plan or other retirement benefits for directors or executive officers.

Termination and Change of Control Benefits

Other than as noted in this section, the Company has no termination or change of control benefits for Named Executive Officers.

The Company had the right terminate Mr. Berry’s consulting agreement, without cause, at any time by providing 12 months’ advance written notice. In lieu of such notice, the Company had the option to pay regular instalments of Mr. Berry’s annual salary, continue providing benefits and pay any earned and payable incentive bonus as at the termination date. In the event of a Change of Control of the Company (as defined in the consulting agreement), Mr. Berry, under certain circumstances, was entitled to severance payments equal to 24 months of his annual salary. On February 25, 2021, Mr. Berry resigned as an officer of the Company, and, in connection with such resignation, was paid an aggregate of $857,143.

The Company may terminate Mr. Splett’s employment, without cause, at any time by providing 18 months’ advance written notice. In lieu of such notice, the Company will pay a lump sum of Mr. Splett’s annual salary, benefits and any earned and payable incentive bonus as the termination date. In the event of a Change of Control of the Company (as defined in the employment agreement), Mr. Splett will, under certain circumstances, be entitled to severance equal to 18 months of annual salary.

The estimated incremental payments from the Company to Mr. Splett on (i) termination or resignation of employment following a Change of Control, and (ii) termination without cause, assuming the triggering event occurred on December 31, 2020, are as follows:

Termination or Resignation of Employment Following Change of Control:

Name David Splett	Base Salary Value $337,500	Bonus Value $168,750	Benefits Value Nil	Total Estimated Incremental Payment $506,250

Termination of Employment without Cause:

Name David Splett	Base Salary Value $225,000	Bonus Value $168,750	Benefits Value Nil	Total Estimated Incremental Payment $506,250

In the event the Company terminates Mr. Murphy’s employment without cause, Mr. Murphy will receive 6 months’ base salary continuation plus any bonus earned through his termination date; or, if no bonus amount has been earned, then an amount equal to any bonus paid to Mr. Murphy in the preceding year and either: (a) 18 months’ payment on behalf of Mr. Murphy for the monthly cost of health coverage (including spousal or family coverage); or (b) if, and only if, the Company does not offer health coverage continuation, a one-time lump sum payment in an amount equivalent to the monthly amount the Company paid for Mr. Murphy’s health coverage for a period of 18 months.

The estimated incremental payments from the Company to Mr. Murphy on termination without cause, assuming the triggering event occurred on December 31, 2020, are as follows:

Termination of Employment without Cause:

Name Joel Murphy	Base Salary Value(1) US$99,000	Bonus Value Nil	Benefits Value(1) Nil	Total Estimated Incremental Payment(1) US$99,000

(1) Compensation for Mr. Murphy is earned in U.S. dollars

Director Compensation

Fiscal year Ended December 31, 2020

Director compensation table

The following table sets out the compensation provided to all directors who are not Named Executive Officers for the Company’s most recently completed fiscal year ended December 31, 2020, other than Mr. Berry whose compensation is disclosed in the Summary Compensation Table for NEOs above.

Name David Farrell James McDonald Michael Haworth Geoff Burns Ivan Fairhall(8) Joseph Bardswich(8)	Fees earned ($) $25,750(2) $24,500(3) $21,000(4) $21,000(5) $18,500(6) $Nil	Share- based awards ($) N/A N/A N/A N/A N/A N/A	Option- based awards ($) N/A N/A N/A N/A N/A N/A	Non-equity incentive plan compensation ($) N/A N/A N/A N/A N/A N/A	Pension value ($) N/A N/A N/A N/A N/A N/A	All other compensation ($) $Nil $Nil $Nil $Nil $Nil $137,823	Total ($)(1) $25,750 $24,500 $21,000 $21,000 $18,500 $137,823(7)

(1) Effective in 2020, the Company changed its financial year end from June 30[th] to December 31[st] , resulting in a six month financial year form the financial year ended December 31, 2020.

(2) Consists of a pro-rated annual retainer of $15,000, fees of $3,750 earned for services as Chair of the Audit Committee and meeting fees of $7,000. $25,750 remained outstanding as at December 31, 2020.

(3) Consists of a pro-rated annual retainer of $15,000, fees of $2,500 earned for services as Chair of the Compensation, Corporate Governance and Nominating Committee and meeting fees of $7,000. $24,500 remained outstanding as at December 31, 2020.

(4) Consists of a pro-rated annual retainer of $15,000 and meeting fees of $6,000. $21,000 remained outstanding as at December 31, 2020.
(5) Consists of a pro-rated annual retainer of $15,000 and meeting fees of $6,000. $21,000 remained outstanding as at December 31, 2020.
(6) Consists of a pro-rated annual retainer of $15,000 and meeting fees of $3,500. $18,500 remained outstanding as at December 31, 2020.
(7) Consists of salary in the amount of approximately US$104,623 paid to L.J. Bardswich Mine Consultant Inc., a company controlled by Mr. Bardswich, for the services of Mr. Bardswich as the President of Golden Vertex Corp, the Company’s wholly owned subsidiary. Salary for Mr. Bardswich is earned in U.S. dollars and has been translated into Canadian dollars at average exchange rates for the periods presented.
(8) Messrs. Fairhall and Bardswich resigned as directors of the Company on February 12, 2021.

Directors are eligible for participation in the Option Plan and cash compensation at the discretion of the Board. For the financial year ended December 31, 2020, $3,750 was paid to the Chair of the Audit Committee (June 30, 2020 - $7,500), and $2,500 was paid to the Chair of the Compensation Committee (June 30, 2020 - $5,000). This compensation is reviewed at least annually and is reflective of the Company’s current financial situation and reflective of current market practices for companies with a similar asset base.

Option-based awards, share-based awards and non-equity incentive plan compensation

No share-based awards were granted as at December 31, 2020. The following table sets out the outstanding option-based awards held by directors who are not Named Executive Officers as at December 31, 2020:

Number of securities underlying unexercise d options (#) 600,000	Option-based Awards	Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
	Option exercise price ($) $0.24	Option expiration date Feb. 26, 2024	Value of unexercised in-the- money options(1) ($) $174,000	Number of shares or units of shares that have not vested (#) N/A N/A N/A N/A N/A N/A	Market or payout value of share-based awards that have not vested ($) N/A N/A N/A N/A N/A N/A	Market or payout value of vested share- based awards not paid out or distributed ($) N/A N/A N/A N/A N/A N/A
200,000 600,000	$0.46 $0.24	July 15, 2021 Feb. 26, 2024	$14,000 $174,000
200,000 1,200,000(2) 600,000 N/A 600,000	$0.46 $0.24 $0.24 N/A $0.24	July 15, 2021 Feb. 26, 2024 Feb. 26, 2024 N/A Feb. 26, 2024	$14,000 $348,000 $174,000 N/A $174,000
200,000	$0.46	July 15, 2021	$14,000

(1) The value of unexercised “in-the-money” options at the financial year ended December 31, 2020 is the difference between the option exercise price and the market value of the underlying shares on the TSXV on December 31, 2020. The market value of the shares is the closing price of the Company’s common shares on the TSXV, which was $0.53 on December 30, 2020.

(2) Greenstone Management II Ltd. is the registered holder of these stock options.

(3) Messrs. Fairhall and Bardswich resigned as directors of the Company on February 12, 2021.

Incentive plan awards – value vested or earned during the year

The following table sets out the value vested or earned under incentive plans during the Company’s fiscal year ended December 31, 2020, for each director of the Company, excluding a director who is a Named Executive Officer above (Black Scholes valuation applied).

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
David Farrell	$26,580	N/A	N/A
James McDonald	$26,580	N/A	N/A
Michael Haworth(1)	$53,160	N/A	N/A
Geoff Burns	$26,580	N/A	N/A
Ivan Fairhall(2)	N/A	N/A	N/A
Joseph Bardswich(2)	$26,580	N/A	N/A

(1) Greenstone Management II Ltd. is the registered holder of these stock options.

(2) Messrs. Fairhall and Bardswich resigned as directors of the Company on February 12, 2021.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Option Plan and the Share Unit Plan as at the end of the Company’s most recently completed fiscal year of December 31, 2020.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans(1)
Equity compensation plans approved by security holders	13,400,000(2)	$0.29	13,711,533
Equity compensation plans not approved by security holders	-	-	-
Total	13,400,000	$0.29	13,711,533

(1) This is based on 10% of the 271,115,329 Common Shares issued and outstanding as at December 30, 2020, which is the maximum number of Common Shares available for issuance under the Option Plan and the Share Unit Plan.

(2) Represents 13,400,000 stock options outstanding under the Option Plan as at December 31, 2020. As at December 30, 2020, 1,500,000 RSUs were outstanding under the Share Unit Plan; however, these RSUs are cash-settled.

Option Plan

For further information regarding the Option Plan, refer to the section “ Particulars of Other Matters to be Acted Upon - Ratification of Stock Option Plan ”.

Share Unit Plan

A summary of certain provisions of the Share Unit Plan is set out below:

Eligibility

Restricted share units (“RSUs”) and performance share units (“PSU”, together with RSUs, “Share Units”) issued under the Share Unit Plan may be granted to officers, employees and consultants of the Company or an affiliate of the Company, excluding any persons who perform investor relations activities on behalf of the Company or an affiliate of the Company (collectively, “Eligible Participants”).

Administration

The Share Unit Plan is administered by the Board or a committee thereof and permits the Board to grant awards of Share Units to Eligible Participants in respect of services rendered or to be rendered by the Eligible Participant. Subject to the terms of the Share Unit Plan, the Board may determine terms and conditions of any Share Units, including the number of RSUs or PSUs subject to a grant; the form of payout; the payment date of vested Share Units; whether and the extent to which any performance conditions and criteria applicable to the vesting of RSUs and PSUs have been satisfied or shall be waived and any other terms and conditions with respect to vesting or acceleration of vesting. Subsequent to the grant of a Share Unit, the Board may, in its discretion, waive any such term or condition or determine that such term or condition has been satisfied, subject to applicable law.

Number of Common Shares Issuable

Subject to adjustment, the maximum number of Common Shares that may be reserved for issuance under the Share Unit Plan is 6,000,000 Common Shares, and in combination with all share compensation arrangements of the Company will not exceed 10% of the issued and outstanding Common Shares from time to time. All Common Shares that are reserved for issuance pursuant to Share Units that terminate or are cancelled prior to settlement are available for future grants. To the extent that any Share Units that may be paid out in cash or Common Shares or a combination thereof are paid out in cash, then the Common Shares that were potentially issuable in respect of such Share Units shall again be available under the Share Unit Plan.

Limits on Participation

The Share Unit Plan provides for the following limits on grants, unless disinterested shareholder approval is obtained (or unless otherwise permitted by the rules of the TSXV):

the maximum number of Common Shares reserved for issuance to insiders (as a group) at any time under the Share Unit Plan, together with any other Common Shares issued under any security-based compensation arrangement of the Company, may not exceed 10% of the issued and outstanding Common Shares;
the maximum number of Common Shares that may be issued to insiders (as a group) within any 12-month period under the Share Unit Plan, together with any other Common Shares issued under any security-based compensation arrangement of the Company, may not exceed 10% of the issued and outstanding Common Shares on the grant date; and
the maximum number of Common Shares that may be issued to any one Eligible Participant (and companies whollyowned by that Eligible Participant) within any 12-month period under the Share Unit Plan, together with any other Common Shares issued under any other security-based compensation arrangement of the Company, may not exceed 5% of the issued and outstanding Common Shares calculated on the grant date.

For so long as the Company is subject to the requirements of the TSXV (unless otherwise permitted by the rules of the TSXV), the number of Common Shares that may be issuable to any Eligible Participant pursuant to a single grant of Share Units may not exceed 1% of the number of Common Shares outstanding at the grant date, and the number of Common Shares issuable to any one Eligible Participant pursuant to grants within any 12 month period will not exceed 2% of the number of Common Shares outstanding on the date of grant.

Any Share Units that may only be paid out in cash will not be subject to the foregoing limits on participation.

Settlement of Vested Share Units

Each Eligible Participant who continues in employment or service with the Company or an affiliate of the Company on a vesting date will receive a payout of their respective vested Share Units in cash, Common Shares, or a combination of both, as determined by the Board, in an amount equal to the fair market value of their respective vested Share Units on the payment date, less any withholding taxes. For the purposes of the Share Unit Plan, “fair market value” means, with respect to any particular date, the average closing price for a Common Share on the TSXV for the five trading days prior to that date.

Such payout will be made to each Eligible Participant as soon as practicable following the applicable payment date and in any event prior to the applicable expiry date. The expiry date of the Share Units will be the later of the date specified in the agreement granting the Share Units and December 31 of the third calendar year following the end of the year in which the services to which the grant of such Share Units relates (or where such services straddle two calendar years, the first calendar year in which the services to which the grant of such Share Units relates).

Termination of Employment or Services

Unless otherwise determined by the Board in its sole discretion:

upon the voluntary resignation of an Eligible Participant, all of the Eligible Participant’s Share Units which remain unvested will be forfeited and cancelled, and any vested Share Units shall be paid out as soon as practicable;
upon the termination without cause, termination by the Eligible Participant for good reason, or due to the disability, retirement, or death of a Eligible Participant, the Eligible Participant (or, if applicable, his or her beneficiary) will receive a payout in respect of PSUs which have vested as of such termination date and all unvested PSUs will be forfeited and cancelled. A portion of the unvested RSUs will immediately vest in accordance with a prescribed formula as set out in the Share Unit Plan and will be paid out as soon as practicable. Notwithstanding the foregoing, upon the death of an Eligible Participant that occurred while the Eligible Participant was performing his or her duties as an officer, employee, or consultant of the Company or an affiliate of the Company, all of the unvested Share Units will immediately vest and be paid out;
upon the termination for cause of an Eligible Participant, all of the Eligible Participant’s vested and unvested Share Units will be forfeited and cancelled; and
in certain circumstances following a change of control, all of the Eligible Participant’s unvested Share Units will immediately vest and be paid out.

Amendment, Suspension or Termination of the Share Unit Plan

The Share Unit Plan may be amended, suspended or terminated at any time by the Board in whole or in part, provided that no amendments can adversely affect the rights of Eligible Participants without their consent or unless required under applicable law. Upon termination of the Share Unit Plan, all unvested Share Units will continue to vest and be settled in accordance with the Share Unit Plan. The Share Unit Plan will terminate on the date no further Share Units remain outstanding.

Shareholder approval is required in according with the requirements of the TSXV for the following amendments to the Share Unit Plan:

an increase in the maximum number of Common Shares issuable under the Share Unit Plan;
an amendment to the individuals designated as Eligible Participants under the Share Unit Plan;
an extension of the expiry date for Share Units granted under the Share Unit Plan;
an amendment that would permit Share Units to be transferable or assignable, other than by will or the laws of descent and distribution; or
an amendment to the amendment provisions contained in the Share Unit Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since July 1, 2020, no current or former director, executive officer or employee of the Company, or of any of its subsidiaries, has been indebted to the Company or to any of its subsidiaries, nor have any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed below and elsewhere in this Information Circular, no informed person of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect the Company or any of its subsidiaries.

On December 4, 2020, the Company entered into an arrangement agreement (the “Arragement Agreement”) with Eclipse Gold Mining Corp. (“Eclipse”) and Maverix Metals Inc. (“Maverix”), as amended on December 23, 2020, pursuant to which the Company acquired all of the issued and outstanding securities of Eclipse pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) on February 12, 2021. On December 10, 2020, Maverix acquired ownership and control of 19,511,041 Common Shares (the “Warrant Shares”) through the exercise of 19,511,041 previously acquired Common Share purchase warrants at an exercise price of $0.40 per Warrant Share for gross proceeds to the Company of $7,804,416.40 (the “Warrant Exercise”). Following the Warrant Exercise, Maverix owned approximately 14.0% of the then total issued and outstanding Common Shares. On February 12, 2020, Maverix sold the Warrant Shares to Eclipse pursuant to the Arrangement Agreement for $0.50 per Warrant Share for a total purchase price of approximately $9,755,520, following which Maverix held approximately 4.9% of the issued and outstanding Common Shares of the Company. Geoff Burns, a director of the Company, is the Chairman of Maverix.

MANAGEMENT CONTRACTS

The management functions of the Company and any subsidiary of the Company are not, to any substantial degree, performed by a person other than the directors or executive officers of the Company.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed fiscal year and no associate or affiliate of any 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 upon at the Meeting.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Ratification of Stock Option Plan

At the Annual and Special Meeting of Shareholders of the Company held on December 11, 2020, the shareholders of the Company ratified, confirmed and approved the Option Plan which reserves, together with all of the Company’s other share compensation arrangements, a rolling maximum of 10% of the number of common shares issued and outstanding on the applicable date of grant.

As the Option Plan is a rolling plan, under TSXV policy, the Option Plan must be presented to shareholders for approval by ordinary resolution at every annual general meeting of the Company to authorize continuation of the Option Plan. As at the date of this Information Circular, the Company had 383,045,351 common shares issued and outstanding so that a maximum of 38,304,535 common shares would be available for issuance pursuant to stock options granted under the Option Plan. As at the date of this Information Circular, there were 15,356,750 stock options outstanding under the Option Plan, leaving 22,947,785 Common Shares available for the granting of further options or Common Shares issuable pursuant to the Company’s other share based arrangements.

The Option Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Option Plan is administered by the Board or a committee thereof. The Option Plan provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Option Plan also provides that the number of common shares issuable under the Option Plan, together with all of the Company’s other previously established or proposed share

compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. The Board is of the view that the Option Plan provides the Company with flexibility to attract and maintain the services of executives, employees and other service providers in competition with other companies in the industry.

The Option Plan is subject to the following restrictions, for so long as such restrictions are required by the TSXV:

(a) the aggregate number of Common Shares issuable pursuant to options granted to an Option Holder under the Option Plan, and all the Company’s other previously established or proposed Share Compensation Arrangements (as defined in the Option Plan), in any 12 month period must not exceed 5% of the issued and outstanding Common Shares, unless the Company has obtained by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders’ meeting, excluding votes attaching to shares beneficially owned by insiders and their Associates (“Disinterested Shareholder Approval”);
(b) the aggregate number of Common Shares issuable pursuant to options granted to employees or consultants conducting Investor Relations Activities under the Option Plan, and all the Company’s other previously established or proposed Share Compensation Arrangements, in any 12 month period must not exceed 2% of the issued and outstanding Common Shares calculated at the date of the grant and must vest in stages over 12 months with no more than 25% of the options vesting in any three month period;
(c) the aggregate number of Common Shares issuable pursuant to options granted to a consultant in any 12 month period under the Option Plan, and all the Company’s other previously issued or proposed “Share Compensation Arrangements”, must not exceed 2% of the issued and outstanding Common Shares;
(d) the aggregate number of Common Shares issuable pursuant to options granted to insiders in any 12 month period under the Option Plan and all the Company’s other previously issued or proposed Share Compensation Arrangements must not exceed 10% of the issued and outstanding Common Shares (in the event that the Option Plan is amended to reserve for issuance more than 10% of the outstanding shares), unless the Company has obtained Disinterested Shareholder Approval to do so; and
(e) the exercise price of an option previously granted to an insider must not be reduced, unless the Company has obtained Disinterested Shareholder Approval to do so.

Material Terms of the Option Plan

The following is a summary of the material terms of the Option Plan:

(a) options granted under the Option Plan are non-assignable, and non-transferable and are exercisable for a period of up to 10 years;
(b) as a condition precedent for the issuance of options, the Company must be able to represent to the TSXV as of the grant date that each Option Holder is a bona fide director, officer, employee, or consultant of the Company or any subsidiary thereof;
(c) unless otherwise specified in the Option Plan, an option granted to any Option Holder will expire within 90 days (or such other time as shall be determined by the Board and expressly provided for in the option certificate) after the date the Option Holder ceases to be an eligible Option Holder;
(d) if an Option Holder dies, any vested options held by him or her at the date of death will become exercisable by the Option Holder’s lawful personal representatives until the earlier of one year after the date of death of such Option Holder and the expiration date otherwise applicable to such options;
(e) if an Option Holder that holds their options as an employee or consultant of the Company or a subsidiary thereof ceases to hold such position as a result of termination for cause, resigning his or her position, or an order being made by any regulatory authority having jurisdiction to so order, such Option Holder’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;
(f) if an Option Holder that holds their options as a director or officer of the Company or a subsidiary thereof ceases to hold such position as a result of ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company, a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or a subsidiary thereof, or an order having been made by any regulatory authority having jurisdiction to so order, such Option Holder’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

(g) the exercise price of each option will be set by the Board or a committee thereof on the option certificate issued in respect of the option and will not be less than the Market Value (as defined in the Option Plan) of the Common Shares;
(h) vesting of options shall be at the discretion of the Board or a committee thereof and set out in the option certificate, and the Board or a committee thereof ; and
(i) subject to any necessary regulatory approval, the Board or a committee thereof may amend any existing option or amend, terminate, or suspend the Option Plan provided that where such alteration would materially decrease rights or benefits of an Option Holder, or materially increase the obligations of an Option Holder, the written consent of such Option Holder must be obtained.

The rules of the TSXV require that the Option Plan be approved annually by the affirmative vote of a majority of the votes cast at the Meeting. Accordingly, the shareholders will be asked at the Meeting to pass the following ordinary resolution:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:
(a) the Company’s 10% rolling Stock Option Plan (the “Option Plan”), dated for reference November 7, 2011, as amended, is hereby ratified, confirmed and approved until the next annual general meeting of the Company;
(b) the Company is authorized to grant stock options pursuant and subject to the terms and conditions of the Option Plan entitling all of the option holders in aggregate to purchase up to such number of common shares of the Company as is equal to 10% of the number of common shares of the Company issued and outstanding on the applicable grant date; and,
(c) the Board or any committee created pursuant to the Option Plan is authorized to make such amendments to the Option Plan from time to time as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and in certain cases, in accordance with the terms of the Option Plan, the shareholders.”

An ordinary resolution is a resolution passed by greater than 50% of the votes cast by those shareholders, who being entitled to do so, vote in person or by proxy in respect of that resolution at the Meeting.

A shareholder may obtain a copy of the Option Plan by contacting the Company by telephone at (604) 601-3656 or by fax at (604) 683-2249. The Board believes that the Option Plan is in the Company’s best interests and recommends that the shareholders approve the Option Plan.

Approval of Amendments to Articles

The Board has determined that it would be appropriate and in the best interests of the Company to implement certain updates (collectively, the “Articles Amendments”) to the Articles in order to bring the Articles in line with the current provisions of the BCBCA and good corporate governance policies, including, among other proposed changes, permitting certain alterations to the authorized share structure of the Company to be approved by resolution of the directors. The current Articles provide that such alterations must be approved by the shareholders of the Company by special resolution. This change to the approval process will help streamline the administration of the Company’s affairs and reduce the overhead and administrative costs relating to implementing alterations to the share structure.

The full text of the Articles Amendments is set forth in the blackline attached hereto as Schedule “B”. The following is a summary of the material terms of the Articles Amendments, which is qualified in its entirety by the full text as set out in Schedule “B”. If the Articles Amendment Resolution (as defined below) is approved at the Meeting by a special resolution of the shareholders, the Articles will be amended, subject to the acceptance of the Exchange, as follows:

The Company may, by resolution of the Board, provide that the shares of any or all of the classes and series of the Company’s shares may be uncertificated shares or that any specified shares may be uncertificated shares. Currently, there is no equivalent provision in the Articles; however, the BCBCA provides that shares may be certificated or uncertificated.
No right or special right attached to issued shares of the Company may be prejudiced or interfered with unless the shareholders holding shares to which such right or special right is attached consent by a separate special resolution of those shareholders. Currently, there is no equivalent provision in the Articles.

The Company may by resolution of the Board or by ordinary resolution, as determined by the Board in its sole discretion: (i) create one or more classes or series of shares or, if none of the shares of a class or series are allotted or issued, eliminate that class or series; (ii) increase, reduce, implement or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares; (iii) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; (iv) if the Company is authorized to issue shares with par value, decrease the par value of those shares; or if none of the shares of that class are allotted or issued, increase the par value of those shares; (v) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value, or any of its unissued shares without par value into shares with par value; (vi) alter the identifying name of any of its shares; or (vii) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA. The Articles Amendments also provide that the Company may by resolution of the Board authorize and cause the Company to alter its Notice of Articles and Articles to reflect any change in its authorized share structure. The Articles currently provide that the aforementioned alterations to the Company’s authorized share structure must be effected by special resolution of the shareholders of the Company; however, the BCBCA allows such alterations to be effected by resolution of the directors.
If the BCBCA does not specify the type of resolution and the Articles do not specify another type of resolution, the Company may by resolution of the directors or by ordinary resolution authorize any act of the Company. If the BCBCA does not specify the type of shareholders’ resolution and the Company’s Articles do not specify another type of shareholders’ resolution, the Company may be ordinary resolution authorize any act of the Company. The Articles currently provide that if the BCBCA does not specify the type of resolution and the Articles do not specify another type of resolution, the Company may by special resolution alter the Articles.
A shareholder or proxy holder who is entitled to participate in a shareholder meeting may do so in person or by telephone or other communications medium if all shareholders and proxy holders participating in the meeting are able to communicate with each other. This is permitted by the BCBCA, unless a corporation’s memorandum or articles specifically provide otherwise. The Articles do not address conducting shareholders’ meetings by telephone or other communications medium.
A director may resign by providing notice in writing to the Company. The Articles currently provide that a director may resign by providing notice to the Company or its legal counsel.
A quorum necessary for the transaction of the business of directors is a majority of the directors. Currently, the Articles state that a quorum for a directors’ meeting may be set by the directors and, if not, is deemed to be a majority of the Board.
A notice, statement, report or other record required or permitted by the BCBCA or the Articles to be sent by or to a person may be sent by making the record available for public electronic access in accordance with the procedures referred to as “notice-and-access” under National Instrument 54-101 and National Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time. The Articles currently do not contain such a provision.

In order to effect the Articles Amendments, the shareholders will be asked to consider and, if thought fit, to pass a special resolution in substantially the following form (the “ Articles Amendment Resolution ”):

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

the amendments to the Articles of Northern Vertex Mining Corp. (the “ Company ”) to include certain updates, as set out in the full text blackline showing all amendments against the current Articles of the Company attached as Schedule “B” to the Company’s management information circular dated April 16, 2021, are hereby authorized and approved;
any officer or director of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to execute, under the seal of the Company or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to the Registrar of Companies (British Columbia), as such officer or director, in his or her absolute discretion, determines to be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing;
the directors of the Company are hereby authorized to determine the time at which the amendments to the Company’s Articles shall become effective; and

notwithstanding that this special resolution has been duly passed by the shareholders of the Company, the directors of the Company are hereby authorized and empowered to revoke this resolution at any time prior to the effective date hereof, and to determine not to proceed with the Articles Amendment Resolution without further approval of the shareholders of the Company.”

The Board considers the Articles Amendment Resolution to be in the best interests of the Company and recommends that shareholders vote FOR the Articles Amendment Resolution. To be effective, the Articles Amendment Resolution must be approved by not less than two-thirds of the votes cast by the shareholders of the Company who vote in person or by proxy at the Meeting. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form in favour of the foregoing special resolution.

OTHER MATTERS

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgement of such matters.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Shareholders may contact the Company at Suite 1650, 1075 West Georgia Street, Vancouver, British Columbia V6E 3C9 or call the Company at (604) 601-3656 to request copies of the Company’s financial statements and management’s discussion and analysis.

Financial information for the Company is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for the fiscal year ended December 31, 2020, which are available on SEDAR at www.sedar.com.

DATED at Vancouver, British Columbia, this 16[th] day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Douglas J. Hurst” Chairman of the Board

SCHEDULE “A”

NORTHERN VERTEX MINING CORP.

(the “Company”)

AUDIT COMMITTEE CHARTER

Mandate

The primary mandate of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.
Review and appraise the performance of the Company’s external auditors.
Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be compromised of at least three directors as determined by the Board of Directors, the majority of whom shall not be management or control parties as prescribed by the rules of the TSX Venture Exchange.
All members of the committee must be financially literate. "Financially Literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.
The members of the Committee shall be elected by the Board of Directors on an annual basis. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Audit Committee will meet at least four times a year. Special meetings may be called by the chair of the Audit Committee as required.
Quorum for a meeting of the Audit Committee will be a majority of the members in attendance.
Members may attend meetings of the Audit Committee by teleconference, videoconference, or by similar communication equipment by means of which all persons participating in the meeting can communicate with each other.
The Audit Committee Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to Audit Committee members for members to have a reasonable time to review the materials prior to the meeting.
The Company's auditors will be advised of the names of the members of the Audit Committee and will receive notice of and be invited to attend meetings of the Audit Committee and to be heard at those meetings on matters related to the Auditor’s duties.
Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee. Minutes of each meeting must be distributed to members of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

DUTIES AND RESPONSIBILITIES

To fulfill its responsibilities and duties, the Committee shall:

A. External Auditors

Ensure the external auditors report directly to the Committee.
Review annually the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.
Obtain written confirmation from the external auditor that they are objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of Chartered Accountants to which it belongs.
Set the compensation to be paid to the external auditors and recommend such payment to the Board of Directors.
Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
Review with management and the external auditors, prior to the annual audit, the terms of the external auditors' engagement letter.
At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.
Review with the management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
Review and pre-approve all audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

B. Financial Statements and Financial Information

Review and discuss with management and the external auditor the annual audited financial statements of the Company and recommend their approval by the Board of Directors.
Review and discuss with management the quarterly financial statements of the Company, and recommend their approval by the Board of Directors.
Review and if appropriate, recommend to the Board of Directors for approval the financial content of the annual report.
Review the Company's management discussion and analysis, earnings guidance press releases, annual and interim earnings press releases, and audit committee reports before the Company publicly discloses this information.

C. Financial Reporting Processes

In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles applied in its financial reporting.
Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
Review significant judgments and estimates made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments and estimates.
Review the process for the certification of financial statements by the Chief Executive Officer and Chief Financial Officer.
Review any significant disagreement among management and the external auditors regarding financial reporting.
Review and consider any significant reports and recommendations issued by the external auditor, together with management's response, and the extent to which recommendations made by the external auditors have been implemented.

D. Other

Review the Company's insurance, including Directors and Officers coverage, and provide recommendations to the Board or Directors.
Establish procedures for:
The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
Confidential reporting pursuant to the Whistle Blower Policy.

Authority

The Committee may:

Engage independent outside counsel and other advisors as it determines necessary to carry out its duties;
Set and pay the compensation for any advisors employed by the Committee; and
Communicate directly with the internal and external auditors.

The Committee shall have unrestricted access to the Company's personnel and documents and will be provided with the resources necessary to carry out its responsibilities.

Renewed as of: February 20, 2019

SCHEDULE “B”

ARTICLES AMENDMENTS

NORTHERN VERTEX CAPITAL INCM INING CORP.

(the "Company")

Incorporation number: B ~~C0 0~~ 793563

The Company has as its articles the following articles.

Full name and signature of	Full name and signature of	Full name and signature of		Date of signing	Date of signing
			~~June~~	~~4, 2007~~
[Signature of Incorporator] ~~Joseph P. Giuffre~~
~~osep . u~~
[Please Print Full na		me of incorporator]
1. 2. 3. 4. 5.	ARTICLES Interpretation 1.1 Definitions 1.2 Business Corporations Act and Interpretation Act Definitions Applicable Shares and Share Certificates 2.1 Authorized Share Structure 2.2 Form of Share Certificate 2.3 Shareholder Entitled to Certificate or Acknowledgment 2.4 Delivery by Mail 2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement 2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgmen 2.7 Splitting Share Certificates 2.8 Certificate Fee 2.9 Recognition of Trusts 2.10 Shares may be Uncertificate~~d~~ Issue of Shares 3.1 Directors Authorized 3.2 Commissions and Discounts 3.3 Brokerage 3.4 Conditions of Issue 3.5 Share Purchase Warrants and Rights Share Registers 4.1 Central Securities Register 4.2 Closing Register Share Transfers 5.1 Registering Transfers 5.2 Form of Instrument of Transfer				1 1 1 1 1 1 1 2 2 t 2 2 2 2 ~~3~~ 3 3 3 ~~3~~ 3 3 4 4 4 ~~4~~ 4 4

3074-01\AGM 2021 ~~\11622~~ 11641

6. 7. 8. 9. 10. 11.	5.3 Transferor Remains Shareholder 5.4 Signing of Instrument of Transfer 5.5 Enquiry as to Title Not Require~~d~~ 5.6 Transfer Fee 5.7 Definitions 5.8 Consent Required for Transfer of Shares or Designated Securities Transmission of Shares 6.1 Legal Personal Representative Recognized on Deat~~h~~ 6.2 Rights of Legal Personal Representativ~~e~~ Purchase of Shares 7.1 Company Authorized to Purchase Shares 7.2 Purchase When Insolvent 7.3 Sale and Voting of Purchased Shares Borrowing Powers Alterations 9.1 Alteration of Authorized Share Structure 9.2 Special Rights and Restrictions 9.3 No Alteration Without Class or Series Consent 9.4 Change of Name ~~9.4~~ 9.5 Other Alterations Meetings of Shareholders 10.1 Annual General Meetings 10.2 Location of Meetings of Shareholders 10.3 Resolution Instead of Annual General Meeting 10.4 Calling of Meetings of Shareholders 10.5 Notice for Meetings of Shareholders 10.6 Record Date for Notice 10.7 Record Date for Voting 10.8 Failure to Give Notice and Waiver of Notice 10.9 Notice of Special Business at Meetings of Shareholders Proceedings at Meetings of Shareholders 11.1 Special Business 11.2 Special Majorit~~y~~ 11.3 Quoru~~m~~ 11.4 One Shareholder May Constitute Quoru~~m~~ 11.5 Other Persons May Attend 11.6 Requirement of Quoru~~m~~ 11.7 Lack of Quoru~~m~~ 11.8 Lack of Quorum at Succeeding Meetin~~g~~ 11.9 Chair 11.10 Selection of Alternate Chair 11.11 Adjournments 11.12 Notice of Adjourned Meetin~~g~~	5.3 Transferor Remains Shareholder 5.4 Signing of Instrument of Transfer 5.5 Enquiry as to Title Not Require~~d~~ 5.6 Transfer Fee 5.7 Definitions 5.8 Consent Required for Transfer of Shares or Designated Securities Transmission of Shares 6.1 Legal Personal Representative Recognized on Deat~~h~~ 6.2 Rights of Legal Personal Representativ~~e~~ Purchase of Shares 7.1 Company Authorized to Purchase Shares 7.2 Purchase When Insolvent 7.3 Sale and Voting of Purchased Shares Borrowing Powers Alterations 9.1 Alteration of Authorized Share Structure 9.2 Special Rights and Restrictions 9.3 No Alteration Without Class or Series Consent 9.4 Change of Name ~~9.4~~ 9.5 Other Alterations Meetings of Shareholders 10.1 Annual General Meetings 10.2 Location of Meetings of Shareholders 10.3 Resolution Instead of Annual General Meeting 10.4 Calling of Meetings of Shareholders 10.5 Notice for Meetings of Shareholders 10.6 Record Date for Notice 10.7 Record Date for Voting 10.8 Failure to Give Notice and Waiver of Notice 10.9 Notice of Special Business at Meetings of Shareholders Proceedings at Meetings of Shareholders 11.1 Special Business 11.2 Special Majorit~~y~~ 11.3 Quoru~~m~~ 11.4 One Shareholder May Constitute Quoru~~m~~ 11.5 Other Persons May Attend 11.6 Requirement of Quoru~~m~~ 11.7 Lack of Quoru~~m~~ 11.8 Lack of Quorum at Succeeding Meetin~~g~~ 11.9 Chair 11.10 Selection of Alternate Chair 11.11 Adjournments 11.12 Notice of Adjourned Meetin~~g~~	4 4 5 ~~5~~ 5 ~~5~~ ~~6~~ 6 6 ~~6~~ 6 6 6 6 7 7 7 7 ~~7~~ 8
			8 8 8 8 8 8 8 ~~8~~ 9 9 9 9 ~~9~~ 10 ~~9~~ 10 ~~1~~0 ~~1~~0 10 10 ~~10~~ 11 ~~10~~ 11 ~~1~~1 11 ~~1~~1 11 11

3074-01\AGM 2021 ~~\11622~~ 11641

iii

12.
13.
14.

11.13
Decisions by Show of Hands or Poll
~~11~~
12
11.14
Declaration of Result
~~11~~
12
11.15
Motion Need Not be Seconded
12
11.16
Casting Vote
~~1~~2
11.17
Manner of Taking Poll
12
11.18
Demand for Poll on Adjournment
12
11.19
Chair Must Resolve Dispute
12
11.20
Casting of Votes
~~1~~2
11.21
Demand for Poll
~~12~~
13
11.22
Demand for Poll Not to Prevent Continuance of Meetin~~g~~
~~12~~
13
11.23
Retention of Ballots and Proxies
13
11.24
Meetings by Telephone or Other Communications Mediu~~m~~
13
Votes of Shareholders
13
12.1
Number of Votes by Shareholder or by Shares
13
12.2
Votes of Persons in Representative Capacity
13
12.3
Votes by Joint Holders
13
12.4
Legal Personal Representatives as Joint Shareholders
~~13~~
14
12.5
Representative of a Corporate Shareholder
~~13~~
14
12.6
Proxy Provisions Do Not Apply to All Companies
14
12.7
Appointment of Proxy Holders
14
12.8
Alternate Proxy Holders
~~14~~
15
12.9
When Proxy Holder Need Not Be Shareholder
~~14~~
15
12.10
Deposit of Proxy
15
12.11
Validity of Proxy Vote
15
12.12
Form of Proxy
15
12.13
Revocation of Proxy
16
12.14
Revocation of Proxy Must Be Signed
16
12.15
Production of Evidence of Authority to Vote
16
Directors
16
13.1
First Directors; Number of Directors
16
13.2
Change in Number of Directors
17
13.3
Directors’ Acts Valid Despite Vacancy
~~1~~7
13.4
Qualifications of Directors
17
13.5
Remuneration of Directors
17
13.6
Reimbursement of Expenses of Directors
~~1~~7
13.7
Special Remuneration for Directors
~~1~~7
13.8
Gratuity, Pension or Allowance on Retirement of Director
17
Election and Removal of Directors
~~1~~8
14.1
Election at Annual General Meeting
~~1~~8
14.2
Consent to be a Director
18
14.3
Failure to Elect or Appoint Directors
18
14.4
Places of Retiring Directors Not Fille~~d~~
~~1~~8
14.5
Directors May Fill Casual Vacancie~~s~~
19
14.6
Remaining Directors’ Power to Act
~~1~~9

3074-01\AGM 2021 ~~\11622~~ 11641

14.7
Shareholders May Fill Vacancies
14.8
Additional Directors
14.9
Ceasing to be a Director
14.10
Removal of Director by Shareholder~~s~~
14.11
Removal of Director by Director~~s~~
15.
Alternate Directors
15.1
Appointment of Alternate Director
15.2
Notice of Meetings
15.3
Alternate for More Than One Director Attending Meetings
15.4
Consent Resolutions
15.5
Alternate Director Not an Agent
15.6
Revocation of Appointment of Alternate Director
15.7
Ceasing to be an Alternate Director
15.8
Remuneration and Expenses of Alternate Director
16.
Powers and Duties of Directors
16.1
Powers of Management
16.2
Appointment of Attorney of Company
16.3
Setting Remuneration of the Auditor
17.
Disclosure of Interest of Directors
17.1
Obligation to Account for Profits
17.2
Restrictions on Voting by Reason of Interest
17.3
Interested Director Counted in Quorum
17.4
Disclosure of Conflict of Interest or Property
17.5
Director Holding Other Office in the Company
17.6
No Disqualification
17.7
Professional Services by Director or Officer
17.8
Director or Officer in Other Corporations
18.
Proceedings of Directors
18.1
Meetings of Directors
18.2
Voting at Meetings
18.3
Chair of Meetings
18.4
Meetings by Telephone or Other Communications Medium
18.5
Calling of Meetings
18.6
Notice of Meetings
18.7
When Notice Not Required
18.8
Meeting Valid Despite Failure to Give Notice
18.9
Waiver of Notice of Meetings
18.10
Quoru~~m~~
18.11
Validity of Acts Where Appointment Defective
18.12
Consent Resolutions in Writin~~g~~
19.
Executive and Other Committees
19.1
Appointment and Powers of Executive Committee
19.2
Appointment and Powers of Other Committee~~s~~

19
19
19
19
20
20
~~2~~0
~~2~~0

20
20
20
~~21~~
20
21
21
21
21
21
21
22
22
22
22
22
22
22
22
23
23
23
23
23

23
24
~~2~~4
~~2~~4
24
24
~~2~~4
24
24
~~2~~5
25
~~2~~5

3074-01\AGM 2021 ~~\11622~~ 11641

19.3 Obligations of Committees 19.4 Powers of Board 19.5 Committee Meeting~~s~~ 20. Officers 20.1 Directors May Appoint Officers 20.2 Functions, Duties and Powers of Officers 20.3 Qualifications 20.4 Remuneration and Terms of Appointmen~~t~~ 21. Indemnification 21.1 Definitions 21.2 Mandatory Indemnification of Directors and Former Director~~s~~ 21.3 Indemnification of Other Persons 21.4 Non-Compliance with_Business Corporations Act_ 21.5 Company May Purchase Insurance 22. Dividends 22.1 Payment of Dividends Subject to Special Rights 22.2 Declaration of Dividends 22.3 No Notice Required 22.4 Record Date 22.5 Manner of Paying Dividend 22.6 Settlement of Difficulties 22.7 When Dividend Payable 22.8 Dividends to be Paid in Accordance with Number of Shares 22.9 Receipt by Joint Shareholders 22.10 Dividend Bears No Interest 22.11 Fractional Dividends 22.12 Payment of Dividends 22.13 Capitalization of Surplus 23. Documents, Records and Reports 23.1 Recording of Financial ~~Afairs~~ Affairs 23.2 Inspection of Accounting Records 24. Notices 24.1 Method of Giving Notice 24.2 Deemed Receipt~~of Mailing~~ 24.3 Certificate of Sendin~~g~~ 24.4 Notice to Joint Shareholders 24.5 Notice to Trustees 25. Seal 25.1 Who May Attest Seal 25.2 Sealing Copies 25.3 Mechanical Reproduction of Seal	19.3 Obligations of Committees 19.4 Powers of Board 19.5 Committee Meeting~~s~~ 20. Officers 20.1 Directors May Appoint Officers 20.2 Functions, Duties and Powers of Officers 20.3 Qualifications 20.4 Remuneration and Terms of Appointmen~~t~~ 21. Indemnification 21.1 Definitions 21.2 Mandatory Indemnification of Directors and Former Director~~s~~ 21.3 Indemnification of Other Persons 21.4 Non-Compliance with_Business Corporations Act_ 21.5 Company May Purchase Insurance 22. Dividends 22.1 Payment of Dividends Subject to Special Rights 22.2 Declaration of Dividends 22.3 No Notice Required 22.4 Record Date 22.5 Manner of Paying Dividend 22.6 Settlement of Difficulties 22.7 When Dividend Payable 22.8 Dividends to be Paid in Accordance with Number of Shares 22.9 Receipt by Joint Shareholders 22.10 Dividend Bears No Interest 22.11 Fractional Dividends 22.12 Payment of Dividends 22.13 Capitalization of Surplus 23. Documents, Records and Reports 23.1 Recording of Financial ~~Afairs~~ Affairs 23.2 Inspection of Accounting Records 24. Notices 24.1 Method of Giving Notice 24.2 Deemed Receipt~~of Mailing~~ 24.3 Certificate of Sendin~~g~~ 24.4 Notice to Joint Shareholders 24.5 Notice to Trustees 25. Seal 25.1 Who May Attest Seal 25.2 Sealing Copies 25.3 Mechanical Reproduction of Seal	19.3 Obligations of Committees 19.4 Powers of Board 19.5 Committee Meeting~~s~~ 20. Officers 20.1 Directors May Appoint Officers 20.2 Functions, Duties and Powers of Officers 20.3 Qualifications 20.4 Remuneration and Terms of Appointmen~~t~~ 21. Indemnification 21.1 Definitions 21.2 Mandatory Indemnification of Directors and Former Director~~s~~ 21.3 Indemnification of Other Persons 21.4 Non-Compliance with_Business Corporations Act_ 21.5 Company May Purchase Insurance 22. Dividends 22.1 Payment of Dividends Subject to Special Rights 22.2 Declaration of Dividends 22.3 No Notice Required 22.4 Record Date 22.5 Manner of Paying Dividend 22.6 Settlement of Difficulties 22.7 When Dividend Payable 22.8 Dividends to be Paid in Accordance with Number of Shares 22.9 Receipt by Joint Shareholders 22.10 Dividend Bears No Interest 22.11 Fractional Dividends 22.12 Payment of Dividends 22.13 Capitalization of Surplus 23. Documents, Records and Reports 23.1 Recording of Financial ~~Afairs~~ Affairs 23.2 Inspection of Accounting Records 24. Notices 24.1 Method of Giving Notice 24.2 Deemed Receipt~~of Mailing~~ 24.3 Certificate of Sendin~~g~~ 24.4 Notice to Joint Shareholders 24.5 Notice to Trustees 25. Seal 25.1 Who May Attest Seal 25.2 Sealing Copies 25.3 Mechanical Reproduction of Seal	19.3 Obligations of Committees 19.4 Powers of Board 19.5 Committee Meeting~~s~~ 20. Officers 20.1 Directors May Appoint Officers 20.2 Functions, Duties and Powers of Officers 20.3 Qualifications 20.4 Remuneration and Terms of Appointmen~~t~~ 21. Indemnification 21.1 Definitions 21.2 Mandatory Indemnification of Directors and Former Director~~s~~ 21.3 Indemnification of Other Persons 21.4 Non-Compliance with_Business Corporations Act_ 21.5 Company May Purchase Insurance 22. Dividends 22.1 Payment of Dividends Subject to Special Rights 22.2 Declaration of Dividends 22.3 No Notice Required 22.4 Record Date 22.5 Manner of Paying Dividend 22.6 Settlement of Difficulties 22.7 When Dividend Payable 22.8 Dividends to be Paid in Accordance with Number of Shares 22.9 Receipt by Joint Shareholders 22.10 Dividend Bears No Interest 22.11 Fractional Dividends 22.12 Payment of Dividends 22.13 Capitalization of Surplus 23. Documents, Records and Reports 23.1 Recording of Financial ~~Afairs~~ Affairs 23.2 Inspection of Accounting Records 24. Notices 24.1 Method of Giving Notice 24.2 Deemed Receipt~~of Mailing~~ 24.3 Certificate of Sendin~~g~~ 24.4 Notice to Joint Shareholders 24.5 Notice to Trustees 25. Seal 25.1 Who May Attest Seal 25.2 Sealing Copies 25.3 Mechanical Reproduction of Seal	19.3 Obligations of Committees 19.4 Powers of Board 19.5 Committee Meeting~~s~~ 20. Officers 20.1 Directors May Appoint Officers 20.2 Functions, Duties and Powers of Officers 20.3 Qualifications 20.4 Remuneration and Terms of Appointmen~~t~~ 21. Indemnification 21.1 Definitions 21.2 Mandatory Indemnification of Directors and Former Director~~s~~ 21.3 Indemnification of Other Persons 21.4 Non-Compliance with_Business Corporations Act_ 21.5 Company May Purchase Insurance 22. Dividends 22.1 Payment of Dividends Subject to Special Rights 22.2 Declaration of Dividends 22.3 No Notice Required 22.4 Record Date 22.5 Manner of Paying Dividend 22.6 Settlement of Difficulties 22.7 When Dividend Payable 22.8 Dividends to be Paid in Accordance with Number of Shares 22.9 Receipt by Joint Shareholders 22.10 Dividend Bears No Interest 22.11 Fractional Dividends 22.12 Payment of Dividends 22.13 Capitalization of Surplus 23. Documents, Records and Reports 23.1 Recording of Financial ~~Afairs~~ Affairs 23.2 Inspection of Accounting Records 24. Notices 24.1 Method of Giving Notice 24.2 Deemed Receipt~~of Mailing~~ 24.3 Certificate of Sendin~~g~~ 24.4 Notice to Joint Shareholders 24.5 Notice to Trustees 25. Seal 25.1 Who May Attest Seal 25.2 Sealing Copies 25.3 Mechanical Reproduction of Seal	25 ~~26~~ 25 ~~2~~6 ~~2~~6 26 26 26 ~~27~~ 26 27 27 27 27 27 27 28 28 28 28 28 28 28 ~~29~~ 28 ~~29~~ 28 29 29 29 29 29 29 29 ~~30~~ 29 ~~30~~ 29
	Method of Giving Notice Deemed Receipt~~of Mailing~~ Certificate of Sendin~~g~~ Notice to Joint Shareholders Notice to Trustees Who May Attest Seal Sealing Copies Mechanical Reproduction of Seal				~~30~~ 29
					~~3~~0 ~~3~~0 31 ~~3~~1 31 31 31 ~~3~~1

3074-01\AGM 2021 ~~\11622~~ 11641

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(a) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
(b) “ Business Corporations Act ” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(c) “ Interpretation Act ” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(d) “legal personal representative” means the personal or other legal representative of the shareholder;
(e) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; and
(f) “seal” means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to:

(a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name; or

3074-01\AGM 2021 ~~\11622~~ 11641

(b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate;

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(a)

order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(b) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(a) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

(b)

any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act .

3074-01\AGM 2021 ~~\11622~~ 11641

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

2.10 Shares may be Uncertificated

Notwithstanding any other provisions of this Part 2, the Company may, by resolution of the board of directors, provide that:

(a) the shares of any or all of the classes and series of the Company’s shares may be uncertificated shares; or
(b) any specified shares may be uncertificated shares.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:
(i) past services performed for the Company;
(ii) property;

3074-01\AGM 2021 ~~\11622~~ 11641

(iii) money; and
(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act , the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporation Act , the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporation Act , appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(a)
a duly signed instrument of transfer in respect of the share has been received by the Company;
(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company or if such certificate has been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company; and
(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company or if such acknowledgement has been lost, stolen or destroyed, the documents required under Article 2.6 have been provided to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

3074-01\AGM 2021 ~~\11622~~ 11641

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(a)
in the name of the person named as transferee in that instrument of transfer; or
(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

5.7 Definitions

In this Article 5:

(a) “designated security” means:
(i)
- a voting security of the Company;
(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph 5.7(a)(i) and 5.7(a)(ii);
(b) “security” has the meaning assigned in the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(c) “voting security” means a security of the Company that:

3074-01\AGM 2021 ~~\11622~~ 11641

(i) is not a debt security, and
(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

5.8 Consent Required for Transfer of Shares or Designated Securities

Notwithstanding any other provision of these Articles, while the Company is, or becomes, a company which is not a reporting issuer as defined in the Securities Act (British Columbia) , no share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act , the Company may, if authorized by a resolution of the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a)
the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;

3074-01\AGM 2021 ~~\11622~~ 11641

(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act , the Company may b ~~y special~~ resolution of the board of directors or by ordinary resolution, as determined by the board in its sole discretion:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value:
(i) decrease the par value of those shares; or
(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or
(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act .

The Company may, by resolution of the board of directors, authorize and cause the Company to alter its Notice of Articles and Articles, as applicable, to reflect any change in the authorized share structure of the Company pursuant to Article 9.1 or otherwise.

3074-01\AGM 2021 ~~\11622~~ 11641

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act , the Company may by special resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3 No Alteration Without Class or Series Consent

Notwithstanding anything else contained in this Part 9, no right or special right attached to issued shares may be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a separate special resolution of those shareholders.

9.4 9.3 Change of Name

The Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name and may, by directors' resolution or ordinary resolution, in each case as determined by the directors, adopt or change any translation of that name.

9.5 9.4 Other Alterations

If the Business Corporations Act does not specify:

(a) ~~If the~~ ~~Business Corporations Act does not specify~~ the type of resolution and these Articles do not specify another type of resolution, the Company may by ~~special resolution alterr~~ esolution of the directors or by ordinary resolution authorize any act of the Company, including without limitation, an alteration of these Articles ~~.;~~ or

(b) the type of shareholders’ resolution and these Articles do not specify another type of shareholders’ resolution, the Company may be ordinary resolution authorize any act of the Company.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Location of Meetings of Shareholders

The directors may, by directors’ resolution, approve a location outside British Columbia for the holding of a meeting of shareholders of the Company.

3074-01\AGM 2021 ~~\11622~~ 11641

10.3 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.3, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.4 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.5 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a)
while the Company is, or becomes, a public company , 21 days;
(b) otherwise, 10 days.

10.6 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a)
(b)
while the Company is, or becomes, a public company , 21 days;
otherwise, 10 days.

If no record date is set, the record date is 5 p.m. Pacific Standard Time on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. Pacific Standard Time on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to

3074-01\AGM 2021 ~~\11622~~ 11641

notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a)
state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for the following:
(i) business relating to the conduct of or voting at the meeting;
(ii) consideration of any financial statements of the Company presented to the meeting;
(iii) consideration of any reports of the directors or auditor;
(iv) the setting or changing of the number of directors;
(v) the election or appointment of directors;
(vi) the appointment of an auditor;
(vii)
the setting of the remuneration of an auditor;
(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
(ix) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

3074-01\AGM 2021 ~~\11622~~ 11641

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If the Company has only one shareholder:

(a)
the quorum is one person who is, or who represents by proxy, that shareholder, and
(b) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present in person or by proxy at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a)
in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; or
(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

3074-01\AGM 2021 ~~\11622~~ 11641

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

3074-01\AGM 2021 ~~\11622~~ 11641

11.17 Manner of Taking Poll

Subject to Article ~~11.8~~ 11.18, if a poll is duly demanded at a meeting of shareholders:

(a)
the poll must be taken:
(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(ii) in the manner, at the time and at the place that the chair of the meeting directs;
(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(c) the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

11.24 Meetings by Telephone or Other Communications Medium

A shareholder or proxy holder who is entitled to participate in a meeting of shareholders may do so in person, or by telephone or other communications medium, if all shareholders and proxy holders participating in the meeting are able to communicate with each other; provided, however, that nothing in this Article shall obligate the Company to take any action or provide any facility to permit or facilitate

3074-01\AGM 2021 ~~\11622~~ 11641

the use of any communications medium at a meeting of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a manner contemplated by this Article 11.24:

~~(a)~~ each such shareholder or proxy holder shall be deemed to be present at the meeting; and ~~(b)~~ the meeting shall be deemed to be held at the location specified in the notice of the meeting.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a)
for that purpose, the instrument appointing a representative must:
(i) be received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

3074-01\AGM 2021 ~~\11622~~ 11641

(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and
(b)
if a representative is appointed under this Article 12.5:
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is:

(a)
a public company; or
(b) a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

3074-01\AGM 2021 ~~\11622~~ 11641

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

(NAME OF COMPANY) (the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): ___

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

3074-01\AGM 2021 ~~\11622~~ 11641

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act . The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a) subject to paragraphs 13.1(b) and (c), the number of directors that is equal to the number of the Company’s first directors;
(b) if the Company is, or becomes, a public company, the greater of three and the most recent set of:
(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(ii)
- the number of directors set under Article 14.4.
(c) if the Company is, or becomes, a company which is not a public company the most recent set of:
(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(ii)
the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Article 13.1(b)(i) or 13.1(c):

(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

3074-01\AGM 2021 ~~\11622~~ 11641

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.3:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph 14.1(a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

3074-01\AGM 2021 ~~\11622~~ 11641

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act ;
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(c) with respect to first directors, the designation is otherwise valid under the Business Corporations Act .

14.3 Failure to Elect or Appoint Directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.3, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.3, to elect or appoint any directors;
then each director then in office continues to hold office until the earlier of:
(c) the date on which his or her successor is elected or appointed; and
(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors’ Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

3074-01\AGM 2021 ~~\11622~~ 11641

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.3, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(a)
(b)
the term of office of the director expires;
the director dies;
(c) the director resigns as a director by notice in writing provided to the Compan ~~y or a lawyer for the Company~~ ; or
(d)
the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at

3074-01\AGM 2021 ~~\11622~~ 11641

meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(b) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
(c) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
(d) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
(b) the alternate director dies;
(c) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(d) the alternate director ceases to be qualified to act as a director; or
(e) his or her appointor revokes the appointment of the alternate director.

3074-01\AGM 2021 ~~\11622~~ 11641

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Setting Remuneration of the Auditor

The directors, or if the directors delegate this responsibility to an audit committee of the directors, the audit committee, may from time to time determine the remuneration to be paid by the Company to the auditor, in such manner and upon such terms and conditions, as the directors or the audit committee, in their absolute discretion, may determine.

17. DISCLOSURE OF INTEREST OF DIRECTORS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

3074-01\AGM 2021 ~~\11622~~ 11641

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

3074-01\AGM 2021 ~~\11622~~ 11641

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a)
the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c)
any other director chosen by the directors if:
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner .

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b) the director or alternate director, as the case may be, has waived notice of the meeting.

3074-01\AGM 2021 ~~\11622~~ 11641

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors ~~may be set by resolution of the directors and, if not so set, is deemed to be~~ is a majority of the directors ~~or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting~~ .

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and

3074-01\AGM 2021 ~~\11622~~ 11641

(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph 19.2(a) any of the directors’ powers, except:
(i) the power to fill vacancies in the board of directors;
(ii)
the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(iv)
the power to appoint or remove officers appointed by the directors; and
(c) make any delegation referred to in paragraph 19.2(b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and
(b) report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(b) terminate the appointment of, or change the membership of, the committee; and
(c) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(a) the committee may meet and adjourn as it thinks proper;
(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(c) a majority of the members of the committee constitutes a quorum of the committee; and

3074-01\AGM 2021 ~~\11622~~ 11641

(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(a)
determine the functions and duties of the officer;
(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
(i) is or may be joined as a party; or

3074-01\AGM 2021 ~~\11622~~ 11641

(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; and
(c) “expenses” has the meaning set out in the Business Corporations Act .

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act , the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a)
is or was a director, alternate director, officer, employee or agent of the Company;
(b) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

3074-01\AGM 2021 ~~\11622~~ 11641

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. Pacific Standard Time on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a)
set the value for distribution of specific assets;
(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(c) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

3074-01\AGM 2021 ~~\11622~~ 11641

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Afairs Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:
(i)
- for a record mailed to a shareholder, the shareholder’s registered address;
(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
(iii) in any other case, the mailing address of the intended recipient;
(b) delivery at the applicable address for that person as follows, addressed to the person:
(i) for a record delivered to a shareholder, the shareholder’s registered address;
(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

3074-01\AGM 2021 ~~\11622~~ 11641

(iii) in any other case, the delivery address of the intended recipient;
(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; ~~and~~
~~(e)~~ making the record available for public electronic access in accordance with the procedures referred to as "notice-and-access" under National Instrument 54-101 and National Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time; and
~~(f) (e)~~ physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A notice, statement, report or other record that is:

(a) ~~A record that is~~ mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the da ~~y,~~ (Saturdays, Sundays and holidays excepted ~~,)~~ following the date of mailing;
(b) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;
(c) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the date it was e- mailed; and
(d) made available for public electronic access in accordance with the “notice-and-access” or similar delivery procedures referred to in Article 24.1(e) is deemed to be received by a person on the date it was made available for public electronic access.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:
(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

3074-01\AGM 2021 ~~\11622~~ 11641

(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(b) if an address referred to in paragraph 24.5(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a)
(b)
any two directors;
any officer, together with any director;
(c) if the Company only has one director, that director; or
(d) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

3074-01\AGM 2021 ~~\11622~~ 11641

AI assistant

Elevation Gold Mining Corporation — Proxy Solicitation & Information Statement 2021

46236_rns_2021-04-26_0f733e5d-a323-438c-b2ed-dbd32e27f5f0.pdf

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

Shareholders of

NORTHERN VERTEX MINING CORP.

NORTHERN VERTEX MINING CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

NORTHERN VERTEX MINING CORP.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT OF PROXYHOLDERS

VOTING BY PROXYHOLDER

REGISTERED SHAREHOLDERS

BENEFICIAL SHAREHOLDERS

REVOCATION OF PROXIES

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

ELECTION OF DIRECTORS

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

David Farrell, Director

James McDonald, Director

Michael Haworth, Director

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation, Corporate Governance and Nominating Committee

See “ Statement of Executive Compensation – Compensation Discussion and Analysis .”

Other Board Committees

Assessments

Board Compensation

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

Executive Compensation Policy

Base Salary

Bonus Incentive Compensation

Long-Term Incentive

Stock Option Plan

Share Unit Plan

Compensation Risk Assessment and Mitigation

Summary Compensation Table

Employment and Consulting Contracts

Incentive Plan Awards

Outstanding share-based awards and option-based awards

Pension Plan Benefits

Termination and Change of Control Benefits

Director Compensation

Director compensation table

Option-based awards, share-based awards and non-equity incentive plan compensation

Incentive plan awards – value vested or earned during the year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Option Plan

Share Unit Plan

Eligibility

Administration

Number of Common Shares Issuable

Limits on Participation

Settlement of Vested Share Units

Termination of Employment or Services

Amendment, Suspension or Termination of the Share Unit Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

Elevation Gold Mining Corporation Proxy Solicitation & Information Statement 2021

NORTHERN VERTEX CAPITAL INCM INING CORP.

2.10 Shares may be Uncertificated