Endurance Gold Corporation

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Suite 520, 800 West Pender Street Vancouver, B.C. V6C 2V6

INFORMATION CIRCULAR

(as at April 29, 2020, except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the management (“ Management ”) of Endurance Gold Corporation (the “ Company ”). The form of proxy which accompanies this Circular (the “ Proxy ”) is for use at the annual general meeting of the shareholders of the Company to be held on Thursday, May 28, 2020 (the “ Meeting ”), at the time and place set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Company will bear the cost of this solicitation. It is expected that the solicitation will be made by mail, but may also be solicited personally, electronically or by telephone, by directors or officers of the Company. The Company is not relying on the notice-and-access provisions of National Instrument 54-101 to send its proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company . A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person’s name in the blank space provided. The completed Proxy should be delivered to Computershare Investor Services Inc. (“ Computershare ”) by 10:00 a.m. (local time in Vancouver, British Columbia) on Tuesday, May 26, 2020, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

(a) signing a proxy with a later date and delivering it at the time and place noted above;
(b) signing and dating a written notice of revocation and delivering it to Computershare, or by transmitting a revocation by telephonic or electronic means, to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or
(c) attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

Provisions Relating to Voting of Proxies

The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or

variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the Management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is importance to many shareholders, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will likely not be registered in the shareholder’s name. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form (“ VIF ”), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote common

shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54101 ”), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge)

to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. Computershare will tabulate the results of the VIFs received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

The Company’s OBOs can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above. The Company does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs and accordingly, if the OBO’s intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (local time in Vancouver, British Columbia) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the

Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.

Financial Statements

The audited financial statements of the Company for the year ended December 31, 2019, together with the auditor’s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at the date of the accompanying Notice of Meeting, the Company’s authorized capital consists of an unlimited number of common shares of which 110,610,700 common shares are issued and outstanding. All common shares in the capital of the Company carry the right to one vote.

Shareholders registered as at April 23, 2020, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding common shares of the Company:

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Percentage of
Shareholder Number of Shares Issued Capital
H. Ross Arnold 25,425,436 22.99%
Richard Gilliam 31,635,104 28.60%
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ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The Management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the Management will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

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Number of
common shares
of the Company
beneficially
owned, directly
Name, province or state or indirectly, or
and country of residence Served as controlled or
and position, if any, Principal occupation director of the directed at
held in the Company during the past five years Company since present [(1)]
Robert T. Boyd President of Cooper Jack October 11, 6,282,500 [(4)]
British Columbia, Canada Investments Ltd. since 1996 (a 2007 to
Chief Executive Officer, private corporation); Lead present.
President and Director Independent Director of
Peregrine Diamonds Ltd. from
July 2008 to September 2018;
Director of Condor Resources Inc.
since May 2008.
H. Ross Arnold [(2)(3)] Chairman and CEO of Quest June 23, 2004 25,425,436 [(5)]
to present.
Georgia, United States Capital Corp. from 1989 to date
Director (a private corporation).
Richard Gilliam [(2)(3)] President of Cumberland June 23, 2004 31,635,104 [(5)(6)]
to present.
Virginia, United States Development Company (private
Director LLC) since April 2005.
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Number of
common shares
of the Company
beneficially
owned, directly
Name, province or state or indirectly, or
and country of residence Served as controlled or
and position, if any, Principal occupation director of the directed at
held in the Company during the past five years Company since present [(1)]
J. Christopher Mitchell [(2)(3)] President of Adera Company March 7, 2005 263,478
British Columbia, Canada Management Inc. (a firm to present.
Director providing financial management
services to junior exploration
companies) since July 2003.
Robert Pease [(2)(3)] Semi-retired mining executive. April 28, 2011 to 633,000
British Columbia, Canada President and CEO of Sabina Gold present.
Director & Silver Corp. from November
2011 to February 2015.
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Notes:

(1) The information as to common shares beneficially owned or controlled has been provided by the nominees themselves.

(2) Member of the audit committee.

(3) Member of the corporate governance and compensation committee.
(4) 4,586,000 of these shares are registered in the name of Cooper Jack Investments Limited, a private company controlled by Robert T. Boyd.
(5) Cunniah Lake Inc., a private company, also beneficially owns 6,787,334 common shares of the Company. The shares of Cunniah Lake Inc. are held by H. Ross Arnold as to 45%, Richard Gilliam as to 45% and James Bond as to 10%. Messrs. Arnold and Gilliam are directors of the Company.

(6) 750,000 of these shares are registered in the name of Cumberland Development Company LLC, a privately-owned company of which Richard Gilliam is a majority shareholder.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Corporate Cease Trade Orders or Bankruptcies

Mr. Pease was on the board of directors of Red Eagle Mining Corp. (“ Red Eagle ”) which is subject to a ceasetrade order issued by the British Columbia Securities Commission on November 20, 2018 for failure to file interim financial statements, management’s discussion and analysis, and certification of interim filings for the period ended September 30, 2018. Mr. Pease resigned as a director of Red Eagle on November 8, 2018.

Red Eagle owned and operated the Santa Rosa mine in Colombia. Due to start up issues Red Eagle had difficulty servicing its project debt and the mine was only able to commence commercial production on the basis of forbearances from the secured lenders. In August 2018 Red Eagle obtained a firm commitment from a third party to refinance the debt with substantial concessions and co-operation from the secured lenders, but in October 2018 the third party defaulted on its commitment and as a result, the secured lenders withdrew their forbearances and appointed a receiver-manager over the assets of Red Eagle.

Other than as disclosed above, no other director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

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(a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar 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; or
(c) 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.

Individual Bankruptcies

No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this Statement of Executive Compensation:

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

“compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

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

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

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;
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(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V - Statement of Executive Compensation – Venture Issuers , for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

“plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officers

During the financial year ended December 31, 2019, the Company had two Named Executive Officers (“ NEOs ”) being, Robert T. Boyd, the President and CEO, and Teresa Cheng, the Corporate Secretary and CFO of the Company.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary thereof, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary thereof for each of the two most recently completed financial years.

Table of compensation excluding compensation securities

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Salary,
consulting
fee, Committee Value of all
Name retainer or or meeting Value of other Total
and commission Bonus fees perquisites compensation compensation
position Year ($) ($) ($) ($) ($) ($)
Robert T. Boyd 2019 96,000 [(1)] Nil Nil Nil Nil 96,000 [(1)]
President, CEO
2018 96,000 [(1)] Nil Nil Nil Nil 96,000 [(1)]
& Director
Teresa Cheng 2019 66,000 [(2)] Nil Nil Nil Nil 66,000 [(2)]
Corporate
2018 66,000 [(2)] Nil Nil Nil Nil 66,000 [(2)]
Secretary & CFO
J. Christopher 2019 1,781 [(3)] Nil Nil Nil Nil 1,781 [(3)]
Mitchell,
2018 2,438 [(3)] Nil Nil Nil Nil 2,438 [(3)]
Director
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(1) Geological project management and property investigation fees in aggregate amounts of $96,000 paid or accrued to Cooper Jack Investments Limited, a private company controlled by Robert T. Boyd.

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(2) Paid to T.P. Cheng & Company Ltd., a private company controlled by Teresa Cheng.
(3) Consulting fees paid or accrued to Adera Company Management Inc., a private company controlled by Mr. Mitchell.

Stock options and other compensation securities

The Company granted a total of 4,100,000 stock options to its NEO and directors during the financial year ended December 31, 2019. The Company does not have any share-based awards plans for its NEOs or directors.

As at December 31, 2019, an aggregate of 7,800,000 fully vested stock options were issued and outstanding, including the following held by each director and NEO:

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Compensation Securities
Number of Closing
compensation price of Closing
securities, security or price of
number of Issue, underlying security or
underlying conversion security on underlying
Name Type of securities, and Date of or exercise date of security at
and compensation percentage of Issue or price grant year end Expiry
position security class grant ($) ($) ($) date
Robert T. Boyd Stock Option 1,000,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
President, CEO & Stock Option 800,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Director Stock Option 900,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
Teresa Cheng Stock Option 400,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
Corporate Stock Option 300,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Secretary & CFO Stock Option 300,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
H. Ross Arnold Stock Option 1,000,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
Director Stock Option 150,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Stock Option 150,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
Richard Gilliam Stock Option 1,000,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
Director Stock Option 150,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Stock Option 150,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
J. Christopher Stock Option 350,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
Mitchell Stock Option 150,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Director Stock Option 150,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
Robert Pease Stock Option 350,000 Aug. 30, 19 $0.05 $0.03 $0.03 Aug. 30, 24
Director Stock Option 150,000 Aug. 30, 17 $0.07 $0.07 $0.03 Aug. 30, 22
Stock Option 150,000 May 25, 16 $0.05 $0.05 $0.03 May 25, 21
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Exercise of compensation securities by Directors and NEOs

There were no compensation securities exercised by a director or NEO during the financial year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

The following information is intended as a brief description of the stock option plan of the Company (the “ Stock Option Plan ”) and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting.

The maximum number of shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of the Company at the time of grant, the exercise price of which, as determined by the Board in its sole
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discretion, shall not be less than the Discounted Market Price (as defined in the policies of the TSX Venture Exchange (the “ Exchange ”).

The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.
Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan may not have an expiry date exceeding ten years from the date on which the Board grants and announce the granting of the option.
If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Stock Option Plan.
Stock options granted to insiders (as defined in the policies of the Exchange) are subject to a four-month hold period commencing the date of the grant of the Option.
Stock options granted to consultants performing investor relations services vest in stages over a minimum of 12 months with no more than one-quarter of the stock options vesting in any three month period.

Employment, Consulting and Management Agreements

The Company does not have any employment, consulting or management agreements or arrangements with any of the Company’s NEOs or directors; and does not have any termination and change of control benefits in place.

Oversight and Description of Director and Named Executive Officer Compensation

The Board is responsible for ensuring that the Company has in place an appropriate plan for executive compensation. It does not have a formal compensation program and has appointed a Corporate Governance and Compensation Committee (“ CGCC ”) consisting of H. Ross Arnold, Richard Gilliam, J. Christopher Mitchell and Robert Pease, all of whom are independent.

The Company’s compensation policies and programs are designed to be competitive with similar mineral exploration companies and to recognize and reward executive performance consistent with the success of the Company’s business. These policies and programs are intended to attract and retain capable and experienced people. The CGCC’s role and philosophy is to make compensation recommendations to the Board whilst ensuring the Company’s compensation goals and objectives, as applied to the actual compensation paid to the Company’s CEO and other executive officers, are aligned with the Company’s overall business objectives and with shareholder interests.

Philosophy and Objectives

The compensation program for the senior management 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
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(c) better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company has employed a combination of base salary and equity participation through its Stock Option Plan.

Elements of the Compensation Program for the Fiscal Year 2019

The significant elements of compensation awarded to the NEOs are management fees and stock options. The Company does not presently have a long-term incentive plan for its NEOs. There is no policy or target regarding allocation between cash and non-cash elements of the Company’s compensation program. The Board reviews annually the total compensation package of each of the Company’s executives on an individual basis, against the backdrop of the compensation goals and objectives described above.

Management Fees

As a general rule, the Company seeks to offer its NEOs a compensation package that is in line with that offered by other companies in the industry, and as an immediate means of rewarding the NEO for efforts expended on behalf of the Company. However, the Company is still in the exploration and development stage. In the absence of cash flow from operations, the Board has recommended that on a temporary basis, the management fee component to be paid to the CEO and the CFO shall be such amounts that are currently below industry standards. The Board acknowledges that payment of such management fee may impact on other elements of the compensation package to a particular NEO; for example, the lower management fee may be a factor when considering and granting stock options.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s Stock Option Plan. Stock options are granted to senior executives taking into account a number of factors, including the amount and term of options previously granted and base salaries and competitive factors.

Stock Options

The Stock Option Plan is intended to emphasize Management’s commitment to the growth of the Company and the enhancement of shareholders’ equity through, for example, improvements in its resource base and share price increments.

Perquisites and Other Personal Benefits

The Company’s NEOs currently are not provided with significant perquisites or other personal benefits.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the end of the most recently completed financial year:

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Number of securities
remaining available for
Number of securities to Weighted-average
future issuance under equity
be issued upon exercise exercise price of
compensation plans
of outstanding options, outstanding options,
(excluding securities
warrants and rights warrants and rights
reflected in column (a))
Plan Category (a) (b)
(c)
Equity compensation plans 7,800,000 $0.05 3,261,070
approved by the
securityholders
Equity compensation plans N/A N/A N/A
not approved by the
securityholders
Total 7,800,000 $0.05 3,261,070
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the most recently completed financial year of the Company.

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

No director or executive officer of the Company or any proposed nominee of Management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this Circular and below, none of the persons who were directors or executive officers of the Company or a subsidiary at any time during the Company’s last completed financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Auditor

Management intends to nominate DeVisser Gray LLP, Chartered Professional Accountants, of Vancouver, British Columbia, for re-appointment as auditor of the Company. Forms of proxies given pursuant to this solicitation

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will, on any poll, be voted as directed and, if there is no direction, for the re-appointment of DeVisser Gray LLP as the auditor of the Company to hold office for the ensuing year with remuneration to be fixed by the directors.

DeVisser Gray LLP was first appointed the Company’s auditor on February 18, 2013.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, no management functions of the Company are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “ Audit Committee ”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

Audit Committee Charter

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

Composition of Audit Committee and Independence

The Company’s current Audit Committee consists of H. Ross Arnold, Richard Gilliam, J. Christopher Mitchell and Robert Pease.

National Instrument 52-110 - Audit Committees (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. All of the Company’s current Audit Committee members are considered “independent” within the meaning of NI 52-110.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All members of the Audit Committee are “financially literate” as that term is defined. The following sets out the Audit Committee members’ education and experience that is relevant to the performance of his responsibilities as an audit committee member.

Relevant Education and Experience

H. Ross Arnold – Mr. Arnold holds both a J.D. Law and a B.A. (Economics) from Duke University in North Carolina and has over 40 years of investment experience.

Richard Gilliam – Mr. Gilliam holds a B.Sc. Degree from University of Virginia’s College at Wise, Virginia, and is the President of Cumberland Development Company, a privately-owned company. Mr. Gilliam is currently a director of Discovery Harbour Resources Corp.

J. Christopher Mitchell – Mr. Mitchell holds a MBA (Finance), M.Sc. (Metallurgy) and a B.Sc. (Honours Chemistry) from the University of British Columbia. He has had over 40 years of experience in senior financial and executive officer positions with companies in the base and precious metals mineral industry. Mr. Mitchell is a member of the Association of Professional Engineers and Geoscientists of British Columbia (P. Eng. – Retired).

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Robert Pease – Mr. Pease holds a B.Sc. degree in Earth Sciences from the University of Waterloo, is a Professional Geologist (British Columbia) and a Fellow of the Geological Association of Canada. He was the former President and CEO of Sabina Gold & Silver Corp., and the founder, President, CEO and a director of Terrane Metals Corp. from its inception in 2006 until its acquisition in 2010 by Thompson Creek Metals Company Inc. Mr. Pease is currently a director of Liberty Gold Corp., Pure Gold Mining Inc., Libero Copper & Gold Corporation and FPX Nickel Corp.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or
(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Audit Service Fees

The following table sets forth the fees paid by the Company and its subsidiaries to DeVisser Gray LLP, Chartered Professional Accountants, for services rendered in the last two fiscal years:

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2019 2018
Audit fees [(1)] $13,900 $13,900
Audit related fees [(2) ] Nil Nil
Tax fees [(3)] 2,600 2,650
All other fees [(4)] Nil Nil
Total $16,500 $16,550
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Notes:

(1) “Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.
(2) “Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
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(4) “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

Exemption in Section 6.1

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 Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 - Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201 - Corporate Governance Guidelines . These Guidelines are not prescriptive but have been used by the Company in adopting its corporate governance practices. The Board and Management of the Company consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company’s approach to corporate governance is set out below.

Board of Directors

The Board is currently comprised of five directors being H. Ross Arnold, Robert T. Boyd, Richard Gilliam, J. Christopher Mitchell, Robert Pease. All of the current members of the Board are considered “independent” within the meaning of NI 52-110, except for Robert T. Boyd, who is the President and CEO of the Company.

Directorships

Certain of the Company’s directors are also directors of other reporting issuers, as follows:

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Director Other Reporting Issuers
Robert T. Boyd Condor Resources Inc.
Robert Pease Liberty Gold Corp.
Pure Gold Mining Inc.
Libero Copper & Gold Corporation
FPX Nickel Corp.
Richard Gilliam Discovery Harbour Resources Corp.
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Orientation and Continuing Education

The Company does not have a formal orientation and continuing education program. However, the Company ensures that new board members are properly trained and oriented as part of the Board’s overall stewardship responsibility. The Board is responsible for supervising Management in carrying on the business and affairs of the Company. Directors are required to act and exercise their powers with reasonable prudence in the best interests of the Company. The Board discharges the following responsibilities as part of its overall stewardship responsibility:

the strategic planning process of the Company;
identification and management of the principal risks associates with the business of the Company;
planning for succession of Management;
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the Company's policies regarding communications with its shareholders and others; and
the integrity of the internal controls and management information systems of the Company.

Ethical Business Conduct

The directors of the Company encourage and promote a culture of ethical business conduct through communication and supervision as part of their overall stewardship responsibility.

Nomination of Directors

There is no formal procedure for the nomination of directors of the Company. However, the Board considers potential future members as part of its succession planning.

Corporate Governance and Compensation Committee

The present members of the Company’s CGCC are H. Ross Arnold, Richard Gilliam, J. Christopher Mitchell and Robert Pease, all of whom are independent.

The CGCC is responsible to assist the Board of the Company by:

in conjunction with the CEO, reviewing the Company’s compensation philosophy and programs for the Company’s executive officers and directors, and making recommendations to the Board regarding such philosophy and programs;
in conjunction with the CEO, reviewing the compensation plans in effect for the Company’s employees, officers and directors, and reviewing and approving compensation plans, arrangements and awards proposed for the Company’s employees, officers and directors;
recommending candidates for nomination, appointment, and re-election to the Board and its committees and assessing director and Board performance;
assessing executive officer performance and assisting with establishing criteria to assess such performance;
assisting with the administration of the Company’s Code of Ethics for Directors, Officers and Employees; and
assessing and recommending changes to the Company’s corporate governance procedures and policies.

Other Board Committees

In addition to the CGCC, the Board has formally appointed an Audit Committee (for details, see “Audit Committee” in this Circular). There are presently no other committees.

Assessments

The Board of the Company does not conduct any formal evaluation of the performance and effectiveness of the members of the Board as a whole or any committee of the Board.

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PARTICULARS OF MATTERS TO BE ACTED UPON

Confirming Stock Option Plan

Shareholders are being asked to confirm approval of the Company’s Stock Option Plan. There have been no material changes to the Stock Option Plan since it was last confirmed by shareholders at the Company’s annual general meeting held on May 28, 2019. The Plan is subject to approval by the Exchange.

In accordance with the policies of the Exchange, a stock option plan with a rolling 10% maximum must be confirmed by shareholders at each annual general meeting. Accordingly, at the Meeting the shareholders will be asked to pass the following resolution:

“ IT IS RESOLVED THAT the Stock Option Plan is hereby approved and confirmed. ”

General Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information about the Company is provided in the Company’s comparative annual financial statements to December 31, 2019, a copy of which, together with Management’s Discussion and Analysis thereon, can be found on the Company’s SEDAR profile at www.sedar.com. Additional financial information concerning the Company may be obtained by any securityholder of the Company free of charge by contacting the Company, as follows:

ENDURANCE GOLD CORPORATION Suite 520, 800 West Pender Street Vancouver, B.C. V6C 2V6 Telephone: (604) 682-2707

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 29[th] day of April, 2020.

ON BEHALF OF THE BOARD

(signed) “Robert T. Boyd”

Robert T. Boyd President & Chief Executive Officer

Schedule “A” to the Information Circular of Endurance Gold Corporation (the “Company”)

Audit Committee Charter

1. Purpose

The purpose of the Audit Committee (the “ Committee ”) is to act as the representative of the Board of Directors (the “ Board ”) in carrying out its oversight responsibilities relating to:

(a) the quality and integrity of the Company’s financial statements;
(b) the Company’s compliance with legal and regulatory requirements, as they relate to the Company’s financial statements;
(c) the internal controls and disclosure controls of the Company;
(d) the performance of the Company’s internal audit function; and
(e) the qualifications, independence and performance of the Company’s auditor.

2. Authority

The Committee has the authority to:

(a) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and
(b) communicate directly with the Company’s auditor.

3. Composition and Expertise

The Committee shall consist of a minimum of three directors, all of whom are “independent” within the meaning of National Instrument 52-110, Audit Committees, for so long as the Company is a “venture issuer”, as defined therein.

The Committee shall be appointed annually by the Board immediately following the Annual General Meeting (“AGM”) of the Company. Each member of the Committee shall be financially literate, meaning that he or she must be able to read and understand financial statements. Committee members hold office until the next AGM or until they are removed by the Board or cease to be directors of the Company.

The Board shall appoint one member of the Committee to act as Chair of the Committee. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

4. Meetings

The Committee shall meet at least four times a year to carry out its duties. The Chair shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of time and place of every meeting shall be given in writing to each member of the Committee at least 24 hours prior to the time fixed for such meeting.

A majority of the Committee shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

In addition, the Committee shall review and reassess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as guidelines recommended by regulators or the TSX Venture Exchange and shall recommend changes to the Board thereon.

6. Reporting to the Board

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. Such report to the Board may take the form of an oral report by the Chair or circulating copies of the minutes of each meeting held.

7. Responsibilities

The Committee’s duty is to monitor and oversee the operations of the Management and the auditor. Management is responsible for establishing and following the internal controls, financing reporting processes and for compliance with applicable laws and regulations. The auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements.

The specific duties of the Committee are as follows:

Recommending the appointment and the compensation of the auditor (the “Auditor”) to the Board;
Engaging, at the Company’s expenses, independent counsel and other advisors as it determines necessary to carry out its duties;
Reviewing the scope and approach of the annual audit;
Overseeing the work of the Auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between Management and the Auditor regarding financial reporting;
Reviewing the independence of the Auditor on an annual basis;
Discussing with the Auditor the quality and the acceptability of the generally accepted accounting principles applied by Management;
Reviewing and evaluating the status and adequacy of the Company’s internal controls and internal information systems;
Reviewing and discussing the Company’s quarterly financial statements and the Management’s Discussions and Analysis (“MD&A”) with Management;
Reviewing and discussing the annual financial statements and the MD&A with Management and Auditor;
Recommending to the Board whether the quarterly or annual financial statements and the related MD&A should be accepted, filed with the securities regulatory bodies and publicly disclosed;
Discussing with Management and the Auditor the Company’s policies with respect to risk assessment and risk management; and
Reviewing with Auditor any audit problems or other difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the auditor’s activities or on access to requested information, and any significant disagreements with management and management’s responses to such matters.

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Endurance Gold Corporation — Proxy Solicitation & Information Statement 2020

45602_rns_2020-05-01_b5c2df08-a0bf-4417-92d9-ce741a4342d2.pdf