EV Nickel Inc.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 18, 2024

November 6, 2024

The deadline for the receipt of proxies for the Meeting is 9:00 a.m. (Toronto time) on December 16, 2024

NOTICE OF ANNUAL GENERAL MEETING

(the “Notice of Meeting”)

Notice is hereby given that the Annual General Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) in the capital of EV Nickel Inc. (the “ Company ”) will be held on Wednesday, December 18, 2024 at 9:00 a.m. (Toronto time) at 77 King St W Suite 400, Toronto, ON M5K 0A1 for the following purposes:

To receive the annual financial statements of the Company for its financial year ended June 30, 2024, together with the auditor’s reports thereon;
To elect directors of the Company for the ensuing year;
To appoint MNP LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the “ Circular ”), re-approving the Company’s stock option plan for the ensuing year; and
To transact such other business as may properly come before the Meeting or any adjournment thereof.

Only Shareholders of record at the close of business on November 1, 2024 (the “ Record Date ”) are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote thereat, unless, after the Record Date, a holder of record transfers his or her Common Shares and the transferee, upon producing properly endorsed share certificates or otherwise establishing that he or she owns such Common Shares, requests, not later than ten days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote such Common Shares, in which case such transferee shall be entitled to vote such Common Shares, as the case may be, at the Meeting.

Shareholders who cannot attend the Meeting in-person are requested to read, complete, sign and mail the enclosed Form of Proxy (as defined below) or to vote electronically per the instructions set out in the proxy and in the Circular accompanying this Notice of Meeting. Non-registered shareholders must seek instruction on how to complete their Form of Proxy and vote their shares from their broker, trustee, financial institution or other nominee. Please advise the Company of any change in your mailing address.

Shareholders may vote in-person at the Meeting or any adjournment or adjournments thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders (“ Registered Shareholders ”) are requested to: (a) complete, date and sign the enclosed form of proxy (the “ Form of Proxy ”) and return it to the Company’s transfer agent, Odyssey Trust Company, by fax at 1-800-5174553, by mail to the Trader’s Bank Building, Suite 702, 67 Younge St., Toronto, Ontario M5E 1J8, or by e-mail at [email protected]; or (b) use the internet through the website of the Company’s transfer agent at https://login.odysseytrust.com/pxlogin. Registered Shareholders must follow the instructions that appear on the screen and refer to the Form of Proxy for the holder’s account number and the control number.

In all cases, the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used. The deadline for the receipt of proxies for the Meeting is 9:00 a.m. (Toronto time) on December 16, 2024.

DATED at Toronto, Ontario, November 6, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“John Paterson” John Paterson Director and CEO

GENERAL PROXY INFORMATION ......................................................................................................................... 1 CURRENCY ................................................................................................................................................................. 5 INFORMATION CONCERNING THE COMPANY ................................................................................................... 5 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ................................................ 6 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ............................ 6 FINANCIAL STATEMENTS ....................................................................................................................................... 6 MATTERS TO BE ACTED UPON .............................................................................................................................. 6 ELECTION OF DIRECTORS ...................................................................................................................................... 7 APPOINTMENT OF AUDITOR ................................................................................................................................ 10 ANNUAL RE-APPROVAL OF OMNIBUS PLAN ................................................................................................... 10 OTHER MATTERS COMING BEFORE THE MEETING ....................................................................................... 11 STATEMENT OF EXECUTIVE COMPENSATION ................................................................................................ 11 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................... 18 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................................. 21 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................... 21 INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON ....................... 21 CORPORATE GOVERNANCE PRACTICES ........................................................................................................... 21 AUDIT AND RISK COMMITTEE ............................................................................................................................ 23 ADDITIONAL INFORMATION ............................................................................................................................... 25

EV NICKEL INC.

MANAGEMENT INFORMATION CIRCULAR

(as at November 6, 2024, except as otherwise indicated)

This management information circular (the “ Information Circular ”) is furnished in connection with the solicitation of proxies by or on behalf of the management of EV Nickel Inc. (the “ Company ”) for use at the annual general and meeting of the holders (the “ Shareholders ”) of the common shares (the “ Common Shares ”) in the capital of the Company to be held on Wednesday, December 18, 2024 at 9:00 a.m. (Toronto time) at Dentons Canada LLP, 77 King St W Suite 400, Toronto, ON M5K 0A1, and any adjournment or adjournments thereof (the “ Meeting ”) for the purposes set forth in the notice of annual general meeting (the “ Notice of Meeting ”) accompanying this Information Circular.

GENERAL PROXY INFORMATION

Record Date

Only Shareholders of record as of the close of business on November 1, 2024 (the “ Record Date ”) are entitled to notice of, and to attend and vote at, the Meeting except to the extent that:

(a) such person transfers his or her Common Shares after the Record Date; and
(b) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes his or her ownership to the Common Shares and makes a demand to the registrar and transfer agent of the Company, not later than ten days before the Meeting, that his or her name be included on the Shareholders’ list for the Meeting.

Any Registered Shareholder at the close of business on the Record Date who either personally attends the Meeting or who completes and delivers a proxy will be entitled to vote or have his or her Common Shares voted at the Meeting.

However, a person appointed under a form of proxy (“ Form of Proxy ”) will be entitled to vote the Common Shares represented by that form only if it is effectively delivered in the manner set out under the heading “ GENERAL PROXY INFORMATION – COMPLETION OF PROXIES ”.

Solicitation of Proxies

The solicitation of proxies is made on behalf of the management of the Company. The costs incurred in the preparation of the Form of Proxy, Notice of Meeting and this Information Circular, and costs incurred in the solicitation of proxies will be borne by the Company. The Company is sending the securityholder materials directly to Registered Shareholders, and the Company will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to non-objecting and objecting beneficial Shareholders (“ Beneficial Shareholders ”). Solicitation of proxies will be primarily by mail, but proxies may also be submitted using the instructions provided by the Company’s transfer agent in the Notice of Meeting. The Company is using the “notice-and-access” provisions (“ Notice and Access ”) of National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) to send proxy-related materials to non-Beneficial Shareholders in connection with the Meeting.

Completion of Proxies

The Form of Proxy affords Shareholders or intermediaries an opportunity to specify that the Common Shares registered in their name shall be voted for or against or withheld from voting in respect to certain matters as specified in the accompanying Notice of Meeting. The persons named in the enclosed Form of Proxy are John Paterson, President and Chief Executive Officer of the Company and Travis Gingras, Chief Financial Officer of the Company.

A proxy must be dated and signed by the Registered Shareholder or by his or her attorney, authorized in writing or by the intermediary. In the case of a Registered Shareholder that is a corporation, the proxy must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation with proof of authority accompanying the proxy. IF YOUR COMMON SHARES ARE HELD BY YOUR BANK, TRUST COMPANY, SECURITIES BROKER, TRUSTEE OR OTHER FINANCIAL INSTITUTION (YOUR NOMINEE), YOU ARE MOST LIKELY A BENEFICIAL SHAREHOLDER OF THE COMMON SHARES AND SHOULD REFER TO “ GENERAL PROXY INFORMATION – ADVICE TO BENEFICIAL SHAREHOLDERS ” FOR FURTHER INSTRUCTIONS ON HOW TO VOTE BY PROXY AT THE MEETING.

Registered Shareholders are requested to:

(a) complete, date and sign the enclosed Form of Proxy and return it to the Company’s transfer agent, Odyssey Trust Company, by fax at 1-800-517-4553, by mail to the Trader’s Bank Building, Suite 702, 67 Younge St., Toronto, Ontario M5E 1J8, or by e-mail at [email protected]; or
(b) use the internet through the website of the Company’s transfer agent at https://login.odysseytrust.com/pxlogin. Registered Shareholders must follow the instructions that appear on the screen and refer to the Form of Proxy for the holder’s account number and the control number.

No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. If a proxy is not dated, it will be deemed to bear the date on which it was mailed by management of the Company.

A REGISTERED SHAREHOLDER OR AN INTERMEDIARY HOLDING COMMON SHARES ON BEHALF OF A NON-REGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING, IN THE PLACE OF THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE COMPANY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR INTERMEDIARY SHOULD STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE FORM OF PROXY AND INSERT THE NAME OF THEIR NOMINEE IN THE BLANK SPACE PROVIDED, OR SUBMIT ANOTHER APPROPRIATE PROXY.

Revocation of Proxies

A Registered Shareholder or intermediary who has submitted a proxy may revoke it by instrument in writing executed by the Registered Shareholder or intermediary or his or her attorney authorized in writing, or, if the Registered Shareholder is a corporation, under its corporate seal and executed by a director, officer or attorney thereof duly authorized, and deposited either: (a) with the Company at its offices or at the office of the Company’s transfer agent, Odyssey Trust Company, at Trader’s Bank Building, Suite 702, 67 Younge St., Toronto, Ontario M5E 1J8 at any time prior to the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof,

at which the proxy is to be used; or (b) with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting, and upon such deposit the previous proxy is revoked.

Exercise of Discretion by Proxies

A Registered Shareholder or intermediary may indicate the manner in which the persons named in the enclosed Form of Proxy are to vote with respect to any matter by checking the appropriate space. On any poll, those persons will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the directions, if any, given in the Form of Proxy. If the Registered Shareholder or intermediary wishes to confer a discretionary authority with respect to any matter, the space should be left blank. IN SUCH INSTANCE, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION.

The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing this Information Circular, management of the Company knows of no such amendment, variation or other matter. However, if any other matters which are not now known to management should properly come before the Meeting, the proxies in favour of management nominees will be voted on such matters in accordance with the best judgment of the management nominees.

Advice to Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders are Beneficial Shareholders. You are most likely a Beneficial Shareholder if your bank, trust company, securities broker, trustee, or other financial institution (your nominee) holds your Common Shares in their name or the name of another intermediary. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders whose names appear on the records of the Company as the registered holders of Common Shares on the Record Date can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary, 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, an agent of that broker, or other intermediary. In Canada, the vast majority of such Common 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). Common Shares held by brokers or their agents or other nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate persons .

Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of that broker) is typically similar to the Form of Proxy provided to Registered Shareholders by the Company. However, the purpose of the broker’s form of proxy is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form in lieu of a form of proxy. The Beneficial Shareholder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the

Beneficial Shareholder can call a toll free telephone number or access the Internet to vote the Common Shares held by the Beneficial Shareholder. If a Beneficial Shareholder has previously consented, the Beneficial Shareholder will receive an email from Broadridge with instructions to vote online. Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted. Beneficial Shareholders who receive forms of proxies or voting materials from organizations other than Broadridge should complete and return such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly vote their Common Shares at the Meeting.

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

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners or “ NOBOs ”. Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners or “ OBOs ”. Neither OBOs nor NOBOs will be receiving a Form of Proxy directly from the Company and will instead receive a voting instruction form or other form of proxy from an intermediary as described above. Pursuant to NI 54-101, the Company has distributed copies of the Notice of Meeting, Form of Proxy, this Information Circular and any other proxy-related materials in connection with the Meeting to such intermediaries for distribution to Beneficial Shareholders.

The Company is using Notice and Access to deliver meeting materials to Beneficial Shareholders. Notice and Access is a set of rules developed by the Canadian Securities Administrators that allows companies to post meeting materials online, reducing paper and mailing costs. The Company will post the Notice of Meeting, this Information Circular, the audited consolidated annual financial statements for the year ending June 30, 2024, and related management’s discussion and analysis (collectively, the “ Meeting Materials ”) for Beneficial Shareholders to access electronically.

Beneficial Shareholders will receive a package in the mail containing a voting instruction form, a notice outlining the business items to be addressed at the Meeting, as well as information about how to access the Meeting Materials online, how to obtain paper copies of the Meeting Materials at no charge, and how to vote.

The Company will not be using Notice and Access for Registered Shareholders. The Company will mail paper copies of the Meeting Materials to Registered Shareholders that have not consented to electronic delivery together with a solicitation for consent from Registered Shareholders to electronic delivery in future years. Registered Shareholders that consented to electronic delivery will receive instructions via email on where to access the Meeting Materials on the Company’s website at www.evnickel.com.

A paper copy of the Company’s annual financial statements and related management’s discussion and analysis for the most recently completed financial year has been mailed to Registered Shareholders who have not informed the Company in writing that they do not want to receive a copy of such items or who have not consented to electronic delivery. Registered Shareholders that consented to electronic delivery received instructions via email on where to

access the Company’s annual financial statements and related management’s discussion and analysis for the most recently completed financial year on the Company’s website.

The Company will not send the Meeting Materials directly to NOBOs under NI 54-101. The Company intends to pay for proximate intermediaries to forward the Meeting Materials and voting instruction form to OBOs under NI 54-101.

If you have any questions regarding the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of Ontario and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the Provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the Provinces of Canada differ from the disclosure requirements under United States securities laws.

CURRENCY

All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars.

INFORMATION CONCERNING THE COMPANY

The Company was incorporated on January 28, 2021 under the Business Corporations Act (Ontario) (the “ OBCA ”). The Company completed its initial public offering on December 2, 2021.

EV Nickel’s mission is to accelerate the transition to clean energy. It is a Canadian nickel exploration company, focussed on the Shaw Dome Project, south of Timmins, Ontario. The Shaw Dome includes the CarLang Area with more than 10 km of mineralization and where the first 20% contains the A Zone – with a Resource which defined 1B tonnes at 0.24% Ni, for >2.4M tonnes of Contained Nickel and also the W4 Zone Deposit – with a Resource which defined 2M tonnes @ 0.98% Ni, for ~43M lbs of Contained Nickel. EV Nickel plans to grow and advance a Clean Nickel™ business, targeting the growing demand from the electric vehicle battery sector. EV Nickel has over 30,000 hectares to explore across the Shaw Dome and has identified >100 km of additional favourable cumulative strike length. With the currently defined mineralization the Company believes it has the nickel for more than 37M electric vehicles in the ground. The Company is focused on a 2-track strategy: Track 1 – to produce High-Grade Clean Nickel ™ (starting with W4) and Track 2- an integrated Carbon Capture & Storage project with Large-Scale Clean Nickel™ production (starting with CarLang).

The Company acknowledges the financial contributions being provided by the Province of Ontario’s Critical Minerals Innovation Fund (“ CMIF ”) and the Government of Canada through the Industrial Research Assistance Program (“ IRAP ”) in assisting with the implementation of EVNI’s Clean Nickel™ Research and Development Program.

The Company is a reporting issuer in each of the provinces of Canada other than Quebec, and the Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”), under the trading symbol “EVNi”. The Company’s head and registered office is located at 150 King Street West, Toronto, Ontario M5H 1J9.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares. As at the date hereof, there are 110,904,813 fully paid and non-assessable Common Shares issued and outstanding. The holders of the Common Shares are entitled to receive notice of all meetings of Shareholders and to attend and vote the Common Shares at all such meetings. Each Common Share carries with it the right to one vote.

The articles of the Company provide that if one person holding not less than 25% of the issued Common Shares entitled to vote is present in-person or are represented by proxy, a quorum for the purposes of conducting a Shareholders’ meeting is constituted.

Only the Registered Shareholders as of the Record Date will be entitled to vote or have his, her or its Common Shares at the Meeting. However, a person appointed under a Form of Proxy will be entitled to vote the Common Shares represented by that form only if it is effectively delivered in the manner set out under the heading “ GENERAL PROXY INFORMATION – COMPLETION OF PROXIES .”

To the knowledge of the directors and executive officers of the Company, as of the date hereof, no persons or companies beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares 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 person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and re-approval of the Omnibus Plan (as defined below) as such individuals may be entitled to receive option grants thereunder, all as further described herein.

FINANCIAL STATEMENTS

The audited annual financial statements of the Company for the Company’s fiscal year ending June 30, 2024, the report of the auditor thereon and the related management’s discussion and analysis were filed on SEDAR+ at www.sedarplus.ca on October 30 , 2024 and will be tabled at the Meeting and will be available at the Meeting.

MATTERS TO BE ACTED UPON

The Shareholders of the Company will be asked to consider and, if deemed appropriate:

(a) by ordinary resolution, to elect the directors of the Company;
(b) by ordinary resolution, to appoint auditors for the ensuing year and to authorize the directors of the Company to fix their remuneration;
(c) by ordinary resolution, the text of which is set out below, to re-approve the Company’s omnibus equity incentive plan (the “ Omnibus Plan ”), as more particularly described below; and

(d) to transact such other business as may properly come before the Meeting or any adjournments thereof.

Additional detail regarding each of the matters to be acted on at the Meeting is contained below.

ELECTION OF DIRECTORS

Action is to be taken at the Meeting with respect to the election of directors. The Shareholders will be asked to pass an ordinary resolution at the Meeting to elect, as directors, the nominees whose names are set forth in the table below. Voting for the election of nominees will be conducted on an individual, and not on a slate, basis. Each nominee elected will hold office until the next annual meeting of the Shareholders or until his successor is duly elected or appointed, unless his office is vacated earlier in accordance with the Company’s articles.

The Company is required by applicable corporate and securities legislation to have an audit committee (the “ Audit and Risk Committee ”) comprised of members of the board of directors of the Company (the “ Board ”) that are considered “financially literate” and a majority of which are considered “independent”, as such terms are defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). The present members of the Audit and Risk Committee are identified in the table below.

The following information relating to the nominees as directors is based partly on the records of the Company and partly on information received by the Company from the respective nominees, and sets forth the name and municipality of residence of the persons proposed to be nominated for election as directors, all other positions and offices within the Company now held by them, their principal occupations or employments, the periods during which they have served as directors of the Company and the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them as at the date hereof.

				Number and
				Percentage of
				Common Shares
				Beneficially
				Owned or Over
				Which Control or
Name	Positions Presently Held	Director Since(1)	Principal Occupation for Previous Five Years	Direction, Directly or Indirectly, is Exercised
John Paterson(2)(4)	Director	September	Investor	7,250,000(3)
Toronto, Ontario		14, 2023		(6.54%)
Mike Silver	Independent	N/A	Executive and Investor	1,007,000(5)
Toronto, Ontario	Director			(0.908%)
Gadi Levin(4)	Independent	June 9, 2021	Director and Chief	Nil
Tel Aviv, Israel	Director		Financial Officer, Vaxil	(0%)
			Bio Ltd.; Chief Financial
			Officer, BriaCell
			Therapeutics Corp.
Patrick	Independent	December 17,	Provost, Villanova	40,000
Maggitti(7)(6)	Director	2023	University	(0.036%)

				Number and
				Percentage of
				Common Shares
				Beneficially
				Owned or Over
				Which Control or
Name	Positions Presently Held	Director Since(1)	Principal Occupation for Previous Five Years	Direction, Directly or Indirectly, is Exercised

Villanova, Pennsylvania

Notes:

(1) All directors of the Company are elected to hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is vacated earlier in accordance with the Company’s articles.

(2) Nominated pursuant to an investor rights agreement between the company and JCJ2 Trust on September 14, 2023. (3) 7,250,000 Common Shares through JCJ2 Trust.

(4) Member of the Audit and Risk Committee.
(5) Includes 500,000 held through 47 Holdings Ltd.
(6) Member of the Human Resources and Compensation Committee.
(7) Nominated pursuant to an investor rights agreement between the company and Hegemon VC EVNi, LLC on September 14, 2023.

Biographies

John Paterson

John Paterson currently a private investor and advisor. Mr. Paterson is an advisor to private and public companies and sits on the board of directors of the Company among others. Mr. Paterson has extensive experience in business and financial restructuring, mergers and acquisitions, corporate financings and business strategy. He spent his professional career in banking in Toronto, New York, Asia and the UK. He is a graduate of McGill University and currently lives in Toronto. Mr. Paterson was appointed as interim CEO of the Corporation on March 7, 2024.

Mike Silver

Mike Silver is co-founder, Chief Executive Officer and a Director of Lotus Gold Corporation. Mr. Silver has 20 years of resource sector experience, including advising, structuring, and executing on billions of dollars in valueenhancing M&A transactions and industry-leading financings across a full array of product groups and commodities. Previously, Mr. Silver led HSBC's Americas mining advisory franchise. Prior to HSBC, he held similar roles with Stifel GMP Securities, BMO Metals & Mining, as well as BofA Merrill Lynch Investment Banking. Mr. Silver has an MBA from RSM Erasmus University (Netherlands), and a BComm from Dalhousie University (Canada).

Gadi Levin

Mr. Levin has been an officer and director of many publicly-traded Canadian resource companies. He began his career in public accounting at Arthur Anderson and Ernst & Young and is a certified chartered accountant in South Africa. Mr. Levin holds undergraduate degrees from the University of Cape Town and the University of South Africa and an MBA from Bar Ilan University.

Pat Maggitti

Patrick G. Maggitti, PhD, is Villanova University’s first Provost. In this role, Dr. Maggitti serves as the number two officer of the University and its Chief Academic Officer, leads the University’s overall strategic efforts, and has oversight of the academic enterprise including six colleges and academic areas such as Faculty, Graduate and

Undergraduate Research, Student Life, Enrollment Management, Falvey Library, the Career Center, the Honors Program, Decision Support and Data Integrity, and Strategic Planning and Institutional Effectiveness.

Dr. Maggitti previously served as the Helen and William O’Toole Dean of the Villanova School of Business, spearheading its 2015 ranking as the #1 undergraduate business school in the U.S. by Bloomberg Businessweek. A faculty member at the University since 2008, he holds the rank of Professor of Strategic Management and Entrepreneurship and is the founder and former Carmen and Sharon Danella Director of the Villanova Center for Innovation, Creativity and Entrepreneurship (ICE Center).

A widely recognized scholar in entrepreneurship and strategic management, Dr. Maggitti has authored numerous publications for premier journals such as Research Policy, Journal of Management Studies and the Academy of Management Journal, widely considered the field’s most elite research publication. He is also cited and published in numerous popular media outlets. His research interests focus on two areas: The dynamic nature of competition between organizations; and the manner in which executive and top manager’s characteristics, processes and behaviors influence strategic decision-making, innovation, creative problem-solving, and financial performance.

Prior to academia, Dr. Maggitti spent nearly 15 years in the steel and mining industries, where he founded two successful companies and held a variety of roles, including chief executive officer, director of national sales, and board member. He has also consulted with a variety of organizations on various facets of strategy, innovation, and entrepreneurial thinking.

Dr. Maggitti received a BS in Chemistry from Saint Joseph’s University; an MBA with high honors from the Johns Hopkins University; and a PhD in Strategic Management from the University of Maryland.

A Shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees.

Corporate Cease Trade Orders or Bankruptcies

None of the above proposed directors are, or within ten years prior to the date of this Information Circular have been, a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity, was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

None of the above proposed directors are, or within ten years prior to the date of this Information Circular have been, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect 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.

None of the above proposed directors are, or within ten years prior to the date of this Information Circular have been, a director or executive officer of any company that, while 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.

Personal Bankruptcies

None of the above proposed directors have, within ten years prior to the date of this Information Circular, become bankrupt, made a proposal under any bankruptcy or insolvency legislation, been subject to or instituted any

proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold their assets.

Penalties and Sanctions

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

In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Common Shares represented thereby in favour of the election to the Board of those persons designated above as nominees for election as directors. The Board does not contemplate that any of such nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion, unless the Shareholder has specified in his proxy that his Common Shares are to be withheld from voting on the election of directors.

The Company did not receive notice of a nomination in compliance with the Advance Notice Requirement (as defined below), and as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

APPOINTMENT OF AUDITOR

MNP LLP, Chartered Professional Accountants, located at 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, will be nominated at the Meeting for reappointment as auditor of the Company for the ensuing year, at such remuneration as may be approved by the Board.

To be effective, the resolution must be passed by at least a majority of the votes cast by the Shareholders represented at the Meeting in-person or by proxy.

The Board recommends that Shareholders vote FOR the ordinary resolution appointing MNP LLP as auditor of the Company. Unless otherwise directed, it is the intention of the persons named in the accompanying Form of Proxy to vote FOR the ordinary resolution appointing MNP LLP as auditor.

ANNUAL RE-APPROVAL OF OMNIBUS PLAN

At the Meeting, Shareholders will be asked to re-approve the Company’s Omnibus Plan. The Shareholders of the Company previously approved the Omnibus Plan during the annual general meeting held on December 20, 2023. The Omnibus Plan must be re-approved on an annual basis by the Shareholders at each annual general meeting of the Company as required by the policies of the TSXV.

The Omnibus Plan was established to provide a competitive compensation structure for its directors, officers, executives, employees, consultants and other eligible service providers. The Omnibus Plan enhances the Company’s interest by allowing it to retain key individuals. See “ STOCK OPTIONS AND OTHER INCENTIVE PLANS ” for details of the Omnibus Plan.

At the Meeting, Shareholders will be asked to consider and vote on the ordinary resolution to re-approve the Omnibus Plan, with or without variation, as follows:

“BE IT RESOLVED THAT:

the Company’s Omnibus Plan be ratified, confirmed and approved, subject to any amendments that may be required by any applicable stock exchange or regulatory authority, as the directors of the Company may deem necessary or advisable;
all unallocated options, rights and entitlements under the Omnibus Plan, be and are hereby authorized and approved;
any director or officer of the Company is hereby authorized to amend the Omnibus Plan should such amendments be required to satisfy the requirements or requests of the TSXV or any other regulatory authorities without requiring further approval of the Shareholders of the Company; and
any director or officer of the Company is hereby authorized and empowered, acting for, in the name of and on behalf of the Company, to execute or to cause to be executed, under seal of the Company or otherwise, and to deliver or cause to be delivered, all such agreements, certificates, instruments, documents and other writings and to do or to cause to be done all such other acts and things, as in the opinion of such director or officer of the Company may be necessary or desirable in order to fulfill the intent of the foregoing resolution, and the Board, from time to time, is hereby authorized to grant the Awards in accordance with the provisions of the Omnibus Plan and the policies of the TSXV.”

The Board recommends that Shareholders vote FOR the ordinary resolution re-approving the Omnibus Plan. Unless otherwise directed, it is the intention of the persons named in the accompanying Form of Proxy to vote FOR the ordinary resolution re-approving the Omnibus Plan.

OTHER MATTERS COMING BEFORE THE MEETING

The Board knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgement of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION

Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”), the Company is required to disclose certain information with respect to its compensation of Named Executive Officers (“ NEOs ”) and the directors, as summarized below. The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers.

For the period ending June 30, 2024, the Company had the following NEOs:

John Paterson – Director and CEO;
Travis Gingras – CFO;
Paul Davis – VP Exploration.

Director and NEO Compensation

Director and NEO Compensation, Excluding Compensation Securities

The following table provides information regarding the annual compensation paid to or earned by the Company’s NEOs and directors for the financial years ended June 30, 2023 and 2024.

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of all Other Compensation ($)	Total Compensation ($)


John Paterson CEO and Director(3)	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Sean Samson(2) Former CEO and Former Director	2024	305,085	Nil	Nil	Nil	Nil	305,085
	2023	198,000	Nil	Nil	68,628	Nil	266,628
Travis Gingras CFO	2024	28,086	Nil	Nil	Nil	Nil	28,086
	2023	12,300	Nil	Nil	Nil	Nil	12.300
Paul Davis VP, Exploration	2024	192,000	Nil	Nil	Nil	Nil	192,000
	2023	169,000	Nil	Nil	Nil	Nil	169,000
Gadi Levin Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Linda Byron(4) Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Michael Fox(5) Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

Note:

(1) “Value of perquisites” means perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year, if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000, if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2) Sean Samson resigned as director, President and CEO of the Company effective March 7, 2024.

(3) John Paterson has been appointed as interim CEO of the Company effective March 7, 2024. He has not been paid a salary.

(4) Linda Byron has decided not to stand for re-election.

(5) Michael Fox has decided not to stand for re-election.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

The following table outlines all compensation securities granted or issued to NEOs and directors by the Company during the financial year ended June 30, 2024.

Name	Type of Compensation Security	No. of Compensation Securities, No. of Underlying Securities, and % of Class(1)	Date of Issue or Grant	Issue, Conversion, or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
John Paterson	RSUs	Nil	Nil	Nil	Nil	Nil	Nil
	Options	Nil	Nil	Nil	Nil	Nil	Nil
Sean Samson(2)	RSUs	Nil	Nil	Nil	Nil	Nil	Nil
	Options	Nil	Nil	Nil	Nil	Nil	Nil
Paul Davis	RSUs	Nil	Nil	Nil	Nil	Nil	Nil
	Options	Nil	Nil	Nil	Nil	Nil	Nil
Travis Gingras	Options	Nil	Nil	Nil	Nil	Nil	Nil
Gadi Levin	Options	Nil	Nil	Nil	Nil	Nil	Nil
Linda Byron(3)	Options	Nil	Nil	Nil	Nil	Nil	Nil
Michael Fox(4)	Options	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Based on 110,904,813 Common Shares issued and outstanding as of November 6, 2024.

(2) Sean Samson resigned as director, President and CEO of the Company effective March 7, 2024. (3) Linda Byron has decided not to stand for re-election.

(4) Michael Fox has decided not to stand for re-election.

Exercise of Compensation Securities

During the financial year ended June 30, 2024, one of the Company’s NEOs exercised 383,334 compensation securities.

Stock Options and Other Incentive Plans

The Board adopted the Omnibus Plan as a means to grant: (i) stock options (“ Options ”), (ii) restricted share units (“ RSUs ”), (iii) deferred share units (“ DSUs ”), (iv) performance share units (“ PSUs ”) and (v) other share-based awards (the “ Other Share-Based Awards ”, and together with the Options, RSUs, DSUs, PSUs, the “ Awards ”) to directors, officers and other employees of the Company and its subsidiaries, and to consultants and other eligible service providers providing ongoing services to the Company and its subsidiaries (collectively, the “ Participants ”).

Summary of Omnibus Plan

The following is a summary of the Omnibus Plan and is qualified in its entirety by the text of the Omnibus Plan attached hereto as Schedule “A”. Any undefined term in this summary has the meaning ascribed to it in the Omnibus Plan.

Administration

The Omnibus Plan is administered by the Board. The day-to-day administration may be delegated to a committee of the Board or an officer or employee of the Company as the Board so determines from time to time. Under the terms of the Omnibus Plan, the Board may grant Awards to eligible Participants, as applicable. Participation in the Omnibus Plan is voluntary and, if a Participant agrees to participate, the grant of Awards will be evidenced by a written agreement (each, an “ Award Agreement ”) with each such Participant. The interest of any Participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Number of Common Shares Reserved and Other Limitations

The Omnibus Plan is a “rolling up to 10% and fixed up to 10%” plan, as such term is defined in TSXV Policy 4.4, permitting the issuance of:

(a) Options of up to ten (10%) percent of the issued and outstanding Common Shares of the Company as at the date of grant of the Options or issuance of any security-based compensation, inclusive of Common Shares issuable upon exercise of Options previously granted under the former legacy stock option plan (the “ Legacy Plan ”); and
(b) RSUs, DSUs, PSUs (collectively, “ Share Units ”) and Other Share-Based Awards of up to 4,400,750 in respect of such Awards granted.

Common Shares covered by cancelled or terminated Awards will automatically become available shares for the purposes of Awards that may be subsequently granted under the Omnibus Plan.

The maximum number of Common Shares that may be: (i) issued to Insiders (as such term is defined in the policies of the TSXV) within any one-year period; or (ii) issuable to Insiders (as such term is defined in the policies of the TSXV) at any time, in each case, under the Omnibus Plan alone, or when combined with all of the Company’s other securitybased compensation arrangements, cannot exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time determined on a non-diluted basis.

Stock Options

An Option will be exercisable during a period established by the Board, which will commence on the date of the grant and terminate no later than ten years after the date of grant of the Option, or such shorter period as the Board may determine. The minimum exercise price of an Option will be determined based on the market price of the Company’s Common Shares on the TSXV on the last trading day before the date such Option is granted. The Omnibus Plan provides that during such time as the Company is listed on the TSXV, the exercise period will automatically be extended if the date on which the Option is scheduled to terminate falls during a black-out period. In such cases, the extended exercise period will terminate ten business days after the last day of the black-out period. (If the Company is not listed on the TSXV, each Option that would expire during or within ten business days immediately following a black-out period will expire on the date that is ten business days immediately following the expiration of the blackout period.). In order to facilitate the payment of the exercise price of the Options, the Omnibus Plan has a cashless exercise feature pursuant to which a Participant may elect to undertake a broker assisted “cashless exercise” subject to the procedures set out in the Omnibus Plan.

The Board determines, in its sole discretion and at the time of grant, any and all conditions to the vesting of Options, subject to, at all times when the Company is listed on the TSXV, Options granted to Participants retained to provide Investor Relations Activities (as such term is defined in the policies of the TSXV) must vest in a period of not less

than 12 months from the date of grant of such Options and with no more than 25% of the Options vesting in any three month period.

RSUs, DSUs, PSUs and Other Share-Based Awards

An RSU is a right to receive a Common Share issued from treasury upon settlement, subject to the terms of the Omnibus Plan and the applicable Award Agreement, which generally becomes vested, if at all, following a period of continuous employment or engagement. The vesting period and settlement terms of any RSUs is determined by the Board, in its sole discretion, at the time of grant, subject to the TSXV requirement that no RSU may vest before the date that is one year following the date it is granted or issued, provided, however, that such vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Omnibus Plan in connection with a Change of Control (as such term is defined in the Omnibus Plan), take-over bid, reverse takeover or other similar transaction.

A PSU is a right to receive a Common Share issued from treasury upon settlement, subject to the terms of the Omnibus Plan and the applicable Award Agreement, which generally becomes vested subject to the attainment of performance criteria established by the Board in its discretion at the time of grant. The vesting period, performance criteria and settlement terms for any PSUs granted will be determined by the Board, in its sole discretion, at the time of the grant, subject to the TSXV requirement that no PSU may vest before the date that is one year following the date it is granted or issued, provided, however, that such vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Omnibus Plan in connection with a Change of Control (as such term is defined in the Omnibus Plan), take-over bid, reverse takeover or other similar transaction.

The only Participants eligible to receive DSUs under the Omnibus Plan are non-employee directors of the Company. A DSU is a right to receive a Common Share issued from treasury upon settlement, subject to the terms of the Omnibus Plan and the applicable Award Agreement. From time to time, the Board may determine that a fixed portion of the director’s fees payable to non-employee directors be paid in DSUs rather than cash. Non-employee directors may also elect to receive an increased number of DSUs in lieu of cash director’s fees. No DSU may be settled prior to the date the non-employee director ceases to be a director of the Company for any reason, including a Change of Control (as such term is defined in the Omnibus Plan), resignation, retirement, death or failure to obtain re-election as a director.

The terms and conditions of grants of Share Units and Other Share-Based Awards, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these Awards, is determined by the Board, in its sole discretion, subject to the policies of the TSXV, and is set out in the Participant’s Award Agreement. Notwithstanding the foregoing:

(a) RSUs and PSUs must vest and be settled no later than the final business day of the third calendar year following the year in which such RSU or PSU was granted (and TSXV policies mandate that these Awards must vest no earlier than one year from the date of their grant); and
(b) DSUs will not be settled prior to a Participant’s retirement, termination of employment or directorship or death and in the case of a Canadian Participant, no later than one year following the date of the Participant’s retirement, termination of employment or directorship or death.

On the settlement date of any Share Unit, each vested Share Unit will be redeemed for (a) one Common Share of the Company issued from treasury to the Participant or as the Participant may direct; (b) cash; or (c) a combination of Common Shares and cash, in each case determined by the Board in its sole discretion. Any cash payments made in

respect of Share Units to be redeemed in cash will be calculated by multiplying the number of Share Units to be redeemed for cash by the market price per Common Share of the Company as at the settlement date.

Other Share-Based Awards must receive TSXV approval at their time of grant or issue.

Impact of Participant Ceasing to be Eligible Participant

The following table describes the impact of certain events upon the rights of holders of Options and Share Units under the Omnibus Plan, including termination for Cause (as such term is defined in the Omnibus Plan), resignation, retirement, termination other than for Cause or death, subject to the terms of a Participant’s employment agreement, Award Agreement and/or the change of control provisions described in the Omnibus Plan:

Termination for Cause	All unexercised Share Units and Options will terminate on the effective date of the termination.
	All unvested Options and/or Share Units will continue to vest in accordance with their vesting
	schedules, and all vested Options and/or Share Units held may be exercised until the earlier of their
Retirement	expiry date or one (1) year following the retirement date; provided that if there is a breach of any post-employment restrictive covenants in favour of the Company then all Options and Share Units
	held by the Participant will immediately expire and the Participant will be required to pay the
	Company “in-the-money” amounts realized upon exercise following the retirement date.
	All unexercised unvested Options and Share Units will terminate on the effective date of termination
	or cessation.
Other Termination or	With respect to Options and Share Units that are vested and exercisable by the Participant on the
Cessation	effective date of termination or cessation, such Options and/or Share Units will expire on the earlier
	of: (i) their original expiry date; and (ii) one year after the effective date of termination or cessation
	of a Participant that is a Director or Officer of the Company or a Subsidiary; or 90 days after the
	effective date of termination or cessation of any other Participant.
	All unexercised unvested Options and Share Units will terminate on the date of death.
Death	Options and Share Units that are vested and exercisable by the Participant on the date of death will
	expire on the earlier of: (i) their original expiry date; and (ii) one year after the date of death
	If a Participant is terminated without Cause or resigns for good reason during the 12-month period
	following a Change of Control (as such term is defined in the Omnibus Plan), or after the Company
Change of Control	has signed a written agreement to effect a Change of Control but before the Change of Control is
	completed, then any unvested Options and Share Units will immediately vest and may be exercised
	prior to the earlier of 90 days of such date or the expiry date of such Options and Share Units.

Change of Control

In connection with a Change of Control (as such term is defined in the Omnibus Plan) of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, as applicable. If the surviving successor or acquiring entity does not assume the outstanding Awards, or if the Board otherwise determines in its discretion, the Company will give written notice to all Participants advising that the Omnibus Plan will be terminated effective immediately prior to the Change of Control and all Awards, as applicable, will be deemed to be vested and, unless otherwise exercised, settle, forfeited or cancelled prior to the termination of the Omnibus Plan, will expire or, with respect to the RSUs and PSUs be settled, immediately prior to the termination of the Omnibus Plan. In the event of a Change of Control, the Board has the power to: (i) make such other changes to the terms of the Awards as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the Participants; (ii) otherwise modify the terms of the Awards to assist the Participants to tender into a takeover bid or other arrangement leading to a Change of Control, and thereafter; and (iii) terminate, conditionally or

otherwise, the Awards not exercised or settled, as applicable, following successful completion of such Change of Control. If the Change of Control is not completed within the time specified therein (as the same may be extended), the Awards which vest will be returned by the Company to the Participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement will be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards will be reinstated.

Adjustments

The Omnibus Plan provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change of the Company’s Common Shares, share split or consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Plan.

Termination and Amendment of Omnibus Plan

The Board may, in its sole discretion, suspend or terminate the Omnibus Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Omnibus Plan or of any securities granted under the Omnibus Plan and any Award Agreement relating thereto, subject to any required regulatory and TSXV approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan or as required by applicable laws.

The Board may amend the Omnibus Plan or any securities granted under the Omnibus Plan at any time without the consent of a Participant provided that such amendment will: (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan; (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSXV; and (iii) be subject to Shareholder approval, where required by law, the requirements of the TSXV or the Omnibus Plan, provided however that Shareholder approval will not be required for the following amendments and the Board may make any changes which may include but are not limited to:

(a) amendments of a general “housekeeping” or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Omnibus Plan;
(b) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award (other than in respect of any Options held by persons retained to provide Investor Relations Activities (as such term is defined in the policies of the TSXV) for which prior approval of the TSXV will be required at all times when the Company is listed on the TSXV);
(c)
any amendment regarding the administration of the Omnibus Plan; and
(d) any amendment necessary to comply with applicable law or the requirements of a stock exchange on which the Common Shares are or may be listed, as applicable, or any other regulatory body having authority over the Company, the Omnibus Plan or the Shareholders of the Company (provided, however, that any stock exchange will have the overriding right in such circumstances to require Shareholder approval of any such amendments)

At all times when the Company is listed on the TSXV, the Company will be required to obtain prior TSXV acceptance of any amendments to the Omnibus Plan.

Employment, Consulting and Management Agreements

On December 3, 2021, the Company entered into a consulting agreement with Travis Gingras (the “ Gingras Consulting Agreement ”) pursuant to which Mr. Gingras provides services to the Company as Chief Financial Officer. Pursuant to the Gingras Consulting Agreement, the Company agreed to pay Mr. Gingras a consulting fee of $175 per hour. The Gingras Consulting Agreement has an indefinite term, subject to earlier termination by the parties.

On December 3, 2021, the Company entered into a management services agreement with Paul Davis (the “ Management Services Agreement ”) pursuant to which Mr. Davis provides services to the Company as VicePresident, Exploration. Pursuant to the Management Services Agreement, the Company agreed to pay Mr. Davis a management fee of $1,000 per day for a minimum of $8,000 per month. Mr. Davis is entitled to a performance-based annual bonus equal to a maximum of 100% of his base salary, on a per annum basis. The Management Services Agreement has a term of 24 months, subject to renewal, and can be terminated by Mr. Davis or the Company at any time with 60 days’ written notice. In the event of a change of control occurring within 18 months of the effective date of the Management Services Agreement, Mr. Davis is entitled to a change of control termination bonus equal to his base salary, on a per annum basis, and 100% of the stock options then held by him shall immediately vest. In the event of a change of control after the first 18 months following the effective date of the Management Services Agreement, Mr. Davis is entitled to a change of control termination bonus equal to two times (2x) his base salary, on a per annum basis, and 100% of the stock options then held by him shall immediately vest.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to compensation plans under which equity securities are authorized for issuance as at June 30, 2024, aggregated for all compensation plans previously approved by the Shareholders and all compensation plans not previously approved by the Shareholders:

Plan Category	No. of Securities to be Issued upon Exercise of outstanding Options, Warrants, and Rights	Weighted-average Exercise Price of Outstanding Options, Warrants, Rights ($)	No. of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by securityholders	15,491,231	$0.13	10,141,231
Equity compensation plans not approved by securityholders	Nil.	Nil.	Nil
Total	15,491,231(1)	$0.13	10,141,231(2)

Notes:

(1) Includes 633,334 RSUs and 4,716,666 Options.

(2) Up to 3,767,416 RSUs and 6,230,049 Options remain available for issuance.

Oversight and Description of Director and NEO Compensation

The Board as a whole assumes responsibility for reviewing and monitoring compensation for the Company’s senior management, and as part of that mandate determines the compensation of the Company’s NEOs. The Board wishes to provide information about the Company’s executive compensation objectives and processes and to discuss compensation decisions relating to its NEOs and directors listed in the compensation tables that follow.

The Company regards the strategic use of Awards as a cornerstone of the Company’s compensation plan. It applies to personnel at all levels and continues to be one of the Company’s primary tools for attracting, motivating and retaining qualified personnel, which is critical to the Company’s success. The Company is committed to long-term incentive programs that promote the continuity of an excellent management team and, therefore, the long-term success of the Company. The Company established a formal plan under which Awards may be granted to directors, officers, employees and consultants of the Company as an incentive to serve the Company in attaining its goal of improved Shareholder value. The Board and the Company are responsible for administering the Omnibus Plan and determining the type and amount of compensation to be paid to directors, officers, employees and consultants of the Company including the Awards under the Omnibus Plan. Awards are typically part of the overall compensation package for executive officers and employees.

Bonuses

Bonuses are performance based on short-term financial incentives and will be paid based on certain indicators such as personal performance, team performance and/or Company financial performance. Bonus levels will be determined by the level of position of the executive officer with the Company.

The Board will consider whether it is appropriate and in the best interests of the Company to award a discretionary cash bonus to the NEOs, and if so, in what amount. A cash bonus may be awarded to reward extraordinary performance that has led to increased value for Shareholders through property acquisitions or divestitures, the formation of new strategic or joint venture relationships, capital raising efforts or achieving satisfaction of predetermined and agreed upon performance criteria. Demonstrations of extraordinary personal commitment to the Company’s interests, the community and the industry may also be rewarded through a cash bonus.

The Board has not formally considered the risks associated with the Company’s compensation policies and practices. The Company’s compensation policies and practices give greater weight toward long-term incentives to mitigate the risk of encouraging short term goals at the expense of long-term sustainability.

The Company does not have a formal policy prohibiting an NEO or director from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation and held, directly or indirectly, by the NEO or director. However, there is an understanding that the Company’s NEOs and directors will not purchase such financial instruments, and no NEO or director has purchased any such financial instruments as at the date of this Information Circular.

Compensation of Board Members and NEOs

The Company has a compensation committee (“ Human Resources and Compensation Committee ”) that determines the compensation for executive members and provides oversight of the Company’s executive compensation program.

The Company does not have in place a nominating committee. All tasks related to developing and monitoring the Company’s approach to the nomination of directors to the Board are performed by the members of the Board. The compensation of the NEOs and the Company’s employees are reviewed, recommended and approved by the Board.

The components of the directors’ and executive officers’ compensation are the same as those that apply to the NEOs, namely annual base salary, incentive stock options and bonus. The general compensation philosophy of the Company for directors and executive officers is to provide a level of compensation that is competitive within the North American marketplace and that will attract and retain individuals with the experience and qualifications necessary for the Company to be successful, and to provide long-term incentive compensation which aligns the interest of executives with those of the Shareholders and provide long-term incentives to members of senior management whose actions

have a direct and identifiable impact on the performance of the Company and who have had a material responsibility for long-range strategy development and implementation.

Executive Compensation-Related Fees

No consultant or advisor has, at any time since the Company’s most recently completed financial year, been retained to assist the Board in determining compensation for any of the Company’s directors or executive officers.

Fees were not paid by the Company to any consultant or advisor, or any of its affiliates, for services related to determining compensation for any of the Company’s directors and executive officers, for each of the two most recently completed financial years of the Company.

Risks Associated with the Company’s Compensation Practices

The Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors have purchased such financial instruments.

Base Salary or Consulting Fees

Base salary ranges for the executive officers were initially determined upon a review of companies within the mining industry, which were of the same size as the Company, at the same stage of development as the Company and considered comparable to the Company.

In determining the base salary of an executive officer, the Board considers the following factors:

The particular responsibilities related to the position

Salaries paid by other similarily sized companies in the mining industry

The experience level of the executive officer

The amount of time and commitment that the executive officer devotes to the Company

The executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

Option-Based Awards

The Company awards options pursuant to the Omnibus Plan, as described above in “ STOCK OPTIONS AND OTHER INCENTIVE PLANS ”. Options previously granted under the Legacy Plan prior to the approval of the Omnibus Plan remain outstanding pursuant to their original terms but are included against the Omnibus Plan reserve.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director or executive officer of the Company, nor any of their associates or affiliates, nor any employee of the Company is or has been indebted to the Company since the beginning of the most recently completed fiscal year of the Company, nor is, or at any time since the beginning of the most recently completed fiscal year of the Company has, any indebtedness of any such person been 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

There are no material interests, direct or indirect, of directors, executive officers of the Company or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares or any known associate or affiliate of such persons, in any transaction since the commencement of the Company’s most recently completed financial year.

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

Other than as disclosed in this Information Circular, management of the Company is not aware of any material interest, direct or indirect, of any director or nominee for director or executive officer or anyone who has held office as such since the beginning of the Company’s last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.

CORPORATE GOVERNANCE PRACTICES

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the Shareholders. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Company is required to disclose its corporate governance practices. Below is a description of certain corporate governance practices and principles as adopted by the Company, and the roles and responsibilities of the Board.

Board of Directors

NI 58-101 defines “independence” by reference to the meaning of section 1.4 of NI 52-110, which provides that a member is “independent” if the member has no direct or indirect material relationship with the issuer, a “material relationship” being one which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgement. NI 52-110 also specifically prescribes certain relationships which are deemed to be material.

Based on the forgoing, the Company has determined that all of its current directors are independent except for John Paterson. Mr. Paterson is considered to have a material relationship with the Company by virtue of his position as CEO of the Company.

The Board meets formally on an as needed basis 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, and to provide guidance to management. In addition, management informally provides updates to the Board at least once per quarter between formal meetings. In general, management consults with the Board when deemed appropriate to keep it informed regarding the Company’s affairs.

The Board facilitates the exercise of independent supervision over management through these various meetings. At present, the Board does not have any formal committees other than its Audit and Risk Committee and Human Resources and Compensation 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, these directors 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 on or against the approval of such participation.

Board Oversight

The Board exercises its independent supervision over the Company’s management through a combination of formal meetings of the Board, as well as informal discussions amongst the Board members. The independent directors can also hold scheduled meetings at which non-independent directors and members of management are not in attendance. Where matters arise at Board meetings which require decision making and evaluation that is independent of management and interested directors, the meeting breaks into an in-camera session among the independent and disinterested directors.

Directorships

The Company directors currently serving on boards of the following other reporting companies (or equivalent) are as set out below:

set out below:
Director	Reporting Issuer	Exchange
John Paterson	iAnthus Capital Holdings, Inc. CSE
Gadi Levin	Eco (Atlantic) Oil & Gas Ltd. TSXV
	Cyntar Ventures Inc. CSE
	Vaxil Bio Ltd. TSXV

Orientation and Continuing Education

When new directors are appointed to the Board, they are provided with access to recent publicly filed documents of the Company, all reports and the Company’s internal financial information, access to management, experts and consultants, and a summary of significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

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

The Company has established a written code of conduct for its directors, officers and employees of the Company. In addition, each director, officer and employee of the Company is also expected to comply with relevant corporate and securities laws and, where applicable as well as with the Company’s insider trading policy, and communications and corporate disclosure policy.

Nomination of Directors

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

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

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee determines the compensation for executive members and provides oversight of the Company’s executive compensation program. The purpose of the Human Resources and Compensation Committee is to assist the Board in fulfilling its oversight obligations relating to human resources, compensation and governance matters, with a view toward making recommendations to the Board as appropriate.

Other Board Committees

The Board has no other standing committees other than the Human Resources and Compensation Committee and Audit and Risk Committee.

Subject to limitations in the Company’s By-Laws, the Board may from time to time establish additional committees as necessary or appropriate, delegating to such committees all or part of the Board’s powers.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

AUDIT AND RISK COMMITTEE

The purpose of the Company’s Audit and Risk Committee is to provide assistance to the Board in fulfilling its legal fiduciary obligations with respect to matters involving accounting, auditing, financial reporting, internal control and legal compliance functions of the Company. It is the objective of the Audit and Risk Committee to maintain free and open means of communications among the Board, the independent auditors and the financial and senior management of the Company.

Pursuant to NI 52-110, the Company is required to disclose certain information with respect to its Audit and Risk Committee, as summarized below.

The Audit and Risk Committee’s Charter

The Company has an Audit and Risk Committee charter, which is attached as Schedule “B” to this Information Circular.

Composition of the Audit and Risk Committee

Under applicable corporate and securities legislation, the Company’s Audit Committee requires three directors that are considered financially literate and a majority of which are considered independent.

Name of Director	“Independence”(1)	“Financial Literacy”(2)
John Paterson	-	
Michael Fox(3)		
Gadi Levin		

Notes:

(1) As defined in section 1.4 of NI 52-110.

(2) As defined in section 1.6 of NI 52-110.

(3) Michael Fox has decided not to stand for re-election. He will be replaced in the audit committee following the Meeting.

The Audit and Risk Committee is responsible for review of both interim and annual financial statements and the management’s discussion and analysis (“ MD&A ”) for the Company. For the purposes of performing their duties, the members of the Audit and Risk Committee have the right at all times, to inspect the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements and MD&A of the Company. The Audit and Risk Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

Collectively, the Audit and Risk Committee has the education and experience to fulfill the responsibilities outlined in the Audit and Risk Committee charter. Each member of the Audit and Risk Committee has:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;
(b) the ability to assess the general application of those principles in connection with the accounting for estimates, accruals and provisions;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

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.

For more information regarding each Audit and Risk Committee member’s relevant education and experience, see “ MATTERS TO BE ACTED UPON – ELECTION OF DIRECTORS ” above.

Audit and Risk Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year has a recommendation of the Audit and Risk Committee to nominate or compensate an external auditor not been adopted by the Board.

Pre- Approval Policies and Procedures

The Audit and Risk Committee is authorized by the Board to review the performance of the Company’s external auditors, and approve in advance the provision of services other than audit services and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Audit and Risk Committee is authorized to approve any non-audit services or additional work, which the chair of the Audit and Risk Committee deems as necessary.

External Audit Service Fees

The following table summarizes the fees billed by the Company’s auditor, MNP LLP, for external audit and other services during the periods indicated.

Financial Year Ending	Audit Fees(1) ($)	Audit-Related Fees(2) ($)	Tax Fees(3) ($)	All Other Fees(4) ($)
2024	42,800	Nil	Nil	230
2023	35,310	Nil	13,643	460

Notes:

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

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

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

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

Reliance on Certain Exemptions

The Company is a “venture issuer” under NI 52-110 and, pursuant to section 6.1 of NI 52-110, the Company is exempt from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110.

ADDITIONAL INFORMATION

Additional information relating to the Company can be accessed on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at 150 King Street West, Toronto, Ontario, M5H 1J9, to request copies of the Company’s consolidated financial statements and MD&A.

Financial information is provided in the Company’s consolidated financial statements and MD&A for its most recently completed financial year and which can be obtained on SEDAR+ at www.sedarplus.ca.

Shareholders can access the Meeting Materials on the Company’s website at www.evnickel.com.  Additional information relating to the Company are available under its profile on SEDAR+ at www.sedarplus.ca.

SCHEDULE “A” OMNIBUS PLAN

(See attached)

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SCHEDULE “B”

AUDIT AND RISK COMMITTEE CHARTER

(See attached)

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AI assistant

EV Nickel Inc. — Proxy Solicitation & Information Statement 2024

48144_rns_2024-11-20_967d39aa-e559-43c2-931b-465d1c4b12db.pdf

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

EV NICKEL INC.

NOTICE OF ANNUAL GENERAL MEETING

(the “Notice of Meeting”)

BY ORDER OF THE BOARD OF DIRECTORS

TABLE OF CONTENTS

EV NICKEL INC.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Record Date

Solicitation of Proxies

Completion of Proxies

Revocation of Proxies

Exercise of Discretion by Proxies

Advice to Beneficial Shareholders

If you have any questions regarding the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Notice to Shareholders in the United States

CURRENCY

INFORMATION CONCERNING THE COMPANY

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

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

FINANCIAL STATEMENTS

MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

Notes:

Biographies

John Paterson

Mike Silver

Gadi Levin

Pat Maggitti

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

APPOINTMENT OF AUDITOR

ANNUAL RE-APPROVAL OF OMNIBUS PLAN

“BE IT RESOLVED THAT:

OTHER MATTERS COMING BEFORE THE MEETING

STATEMENT OF EXECUTIVE COMPENSATION

Director and NEO Compensation

Director and NEO Compensation, Excluding Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities

Exercise of Compensation Securities

Stock Options and Other Incentive Plans

Summary of Omnibus Plan

Administration

Number of Common Shares Reserved and Other Limitations

Stock Options

RSUs, DSUs, PSUs and Other Share-Based Awards

Impact of Participant Ceasing to be Eligible Participant

Change of Control

Adjustments

Termination and Amendment of Omnibus Plan

Employment, Consulting and Management Agreements

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Oversight and Description of Director and NEO Compensation

Bonuses

Compensation of Board Members and NEOs

Executive Compensation-Related Fees

Risks Associated with the Company’s Compensation Practices

Base Salary or Consulting Fees

Option-Based Awards

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

CORPORATE GOVERNANCE PRACTICES

General

Board of Directors

Board Oversight

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Human Resources and Compensation Committee

EV Nickel Inc. Proxy Solicitation & Information Statement 2024