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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

MEETING TO BE HELD JANUARY 23, 2023

Dated December 12, 2022

Website: www.falcores.com

TSX.V: FPC

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December 12, 2022

Dear Shareholder:

We are pleased to invite you to attend our annual and special meeting of shareholders to be held on January 23, 2023 at 1155 René-Lévesque Blvd. West, 41[st] Floor in Montréal, Québec.

As a result of the COVID-19 pandemic, we ask that shareholders follow the current instructions and recommendations of provincial and local health authorities when considering attending the meeting. While it is not known what the situation with COVID-19 will be on the date of the meeting, we will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. We encourage you to vote your shares prior to the meeting. All public health protocols will be followed to ensure the safety of in-person attendees including enforcing applicable capacity, physical distancing, masking and vaccine mandates. Any changes or restrictions to the meeting format will be made available on the Corporation’s website at https://www.falcores.com/en/investors/#assemblee. For more information about how to attend, ask questions and vote at the meeting, see the management information circular.

During the meeting, we will provide you with an update on the advancement of the Horne 5 Project and our corporate activities. You will be asked to:

Approve the election of Directors;
Approve the appointment of PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. as Auditor of the Corporation and to mandate the Board of Directors to fix their remuneration;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve the Corporation’s rolling 10% long-term incentive plan and amendments thereto, as more particularly described in the accompanying management information circular;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve amendments to the convertible loan made by Osisko Gold Royalties Ltd in favour of the Corporation and the issuance to Osisko Gold Royalties Ltd of replacement warrants to purchase common shares of the Corporation (as more particularly described in the accompanying circular); and
Transact any other business that may come before the meeting.

Our management information circular provides you with the information that will assist in formulating your decision for your vote.

If you cannot attend the meeting, we urge you to exercise your vote by completing the proxy document.

Should you have any questions about our activities or the matters to be dealt with at the meeting, you can reach us by sending an email at [email protected] or [email protected]

We appreciate your support during these challenging times and are confident that our efforts on your behalf will move the Horne 5 Project to the development phase.

Yours truly,

“Mario Caron” Mario Caron Chair of the Board

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	TABLE OF CONTENTS
PART	1: VOTING INFORMATION ......................................................................................... 5
1.1.	Who can vote? ........................................................................................................................................... 5
1.2.	How to vote? .............................................................................................................................................. 5
NOTICE-AND-ACCESS RULES ............................................................................................... 7
1.3.	Revoking Your Proxy .............................................................................................................................. 10
1.4.	Electronic Delivery of Material ............................................................................................................... 10
PART	2: BUSINESS OF THE MEETING ............................................................................... 11
2.1	Receipt of Financial Statements................................................................................................................... 11
2.2	Election of Directors .................................................................................................................................... 11
2.3	Appointment of Auditor .............................................................................................................................. 20
2.4	Corporation’s Amended Long-Term Incentive Plan .................................................................................... 20
2.5	Corporation’s Proposed Financing Amendments ........................................................................................ 22
PART	3: ABOUT FALCO ......................................................................................................... 26
3.1	Corporate Governance Practices .................................................................................................................. 26
3.2	Role of the Board of Directors ..................................................................................................................... 29
PART	4: NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION ......... 41
4.1	Executive Compensation ............................................................................................................................. 41
4.2	Oversight and Description of Director and Named Executive Compensation ............................................. 49
4.3	Termination and Change of Control Benefits .............................................................................................. 53
4.4	Securities Authorized for Issuance Under Equity Compensation Plans ...................................................... 55
PART	5: OTHER INFORMATION ......................................................................................... 55
5.1	Indebtedness of Directors and Executive Officers ....................................................................................... 55
5.2	Interest of Informed Persons in Material Transactions ................................................................................ 56
5.3	Management Contracts ................................................................................................................................ 56
5.4	Other Matters ............................................................................................................................................... 56
5.5	Shareholder Proposals for the 2023 Annual Meeting .................................................................................. 56
5.6	Additional Information ................................................................................................................................ 56
5.7	Approval of Directors .................................................................................................................................. 57
SCHEDULE “A” BOARD OF DIRECTORS CHARTER ..................................................... 58
SCHEDULE “B” AUDIT COMMITTEE CHARTER ........................................................... 62

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

	NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
Meeting Date:	January 23, 2023
Time:	3:00 p.m. (Eastern Standard Time)
Location:	1155 René-Lévesque Blvd. West, 41stFloor, Montréal, Québec, H3B 3V2
Record Date:	December 14, 2022
Proxy Voting Deadline:	January 19, 2023

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of the shareholders of FALCO RESOURCES LTD. (the “ Corporation ”) will be held on January 23, 2023 at 3:00 p.m. (Montréal Time), for the following purposes:

To receive the audited financial statements of the Corporation for the year ended June 30, 2022, together with the report of the auditor thereon;
To elect the directors of the Corporation for the ensuing year;
To appoint PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., a partnership of Chartered Professional Accountants, as the Corporation’s independent auditor for the fiscal year 2023 and to authorize the directors to fix their remuneration;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve the Corporation’s rolling 10% long-term incentive plan and amendments thereto, as more particularly described in the accompanying management information circular;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve amendments to the convertible loan made by Osisko Gold Royalties Ltd in favour of the Corporation and amendments to the warrants to purchase common shares of the Corporation held by Osisko Gold Royalties Ltd. (as more particularly described in the accompanying management information circular); and
To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Particulars of the foregoing matters are set forth in the management information circular that accompanies this Notice of Annual Meeting (the “ Circular ”).

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Your participation is important to us. In the event you cannot participate, we urge you to express your support by voting, using your proxy in advance of the meeting, on the various proposals that will be putting forward at our Annual Meeting, which are further described in the Circular.

Only shareholders of record as at the close of business on December 14, 2022 (the “ Record Date ”) are entitled to receive notice of, and vote at the meeting and any postponement or adjournment thereof. For information on how you may vote, please refer to Part 1 of this Circular.

To ensure your representation at the meeting, please complete, sign, date and return your voted proxy which will be delivered to you separately, whether or not you plan to attend. Submitting your proxy does not prevent you from voting at the meeting.

Proxies completed by registered shareholders must be returned to the Corporation in one of the following manners:

Internet

Go to www.voteproxyonline.com and follow the instructions on screen. You will need your control number, which appears below the record date on the proxy form.

Fax

Complete both sides of the proxy form, sign and date it and fax both sides to our transfer agent, TSX Trust Company, Attention: Proxy Department, at 416-595-9593.

Mail

Complete, sign and date the form and return it in the envelope provided, or send it to: TSX Trust Company, Attention: Proxy Department, 100 Adelaide, Suite 301, Toronto, Ontario, M5H 4H1, Canada.

Beneficial shareholders whose shares are registered in the name or an intermediary (such as a broker) should carefully follow the voting instructions provided by their intermediary. A detailed description of how beneficial shareholders can return proxies can be found on page 8 of the Circular:

Montréal, Québec, December 12, 2022

By Order of the Board of Directors,

“Mario Caron” Mario Caron Chair of the Board

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MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the management (“ Management ”) of Falco Resources Ltd. (the “ Corporation ” or “ Falco ”) for use at the annual and special meeting (the “ Meeting ”) of the holders of common shares of the Corporation (the “ Common Shares ” and the holders of the Common Shares, the “ Shareholders ”) to be held on January 23, 2023 at the time and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment or postponement thereof. Unless otherwise noted, information in this Circular is given as at December 9, 2022 and all currency amounts are shown in Canadian dollars.

PART 1: VOTING INFORMATION

1.1. Who can vote?

Registered and beneficial Shareholders

You have the right to vote if you owned Common Shares of the Corporation at the close of business on the Record Date (December 14, 2022). Each Common Share you owned as at Record Date entitles you to one vote.

You are a registered Shareholder if the Common Shares are registered in your name. This means that your name appears in the Shareholders’ register maintained by our transfer agent, TSX Trust Company. You are a non-registered (or beneficial) Shareholder if your bank, trust company, securities broker or other financial institution or intermediary (your nominee) holds your Common Shares for you in a nominee account.

Common shares outstanding and principal holders of our Common Shares

On December 9, 2022, the Corporation had 271,577,879 Common Shares issued and outstanding.

To the knowledge of the directors and executive officers of the Corporation, as of the Record Date, the following entity beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of the issued and outstanding Common Shares of the Corporation:

Shareholder	Number of Common Shares	Percentage of Issued Capital
Barkerville Gold Mines Ltd., a wholly-owned subsidiary of Osisko Development Corp.	46,885,240	17.3%

1.2. How to vote?

You can vote at the Meeting or by proxy. Voting by proxy means you are giving someone else the authority to vote your shares on your behalf (called your proxyholder).

Completing the proxy form

This package includes either a proxy form (for registered holders) or voting instruction form (for beneficial holders) that includes the names of Falco officers or directors who are proxyholders. When you vote by proxy, you are giving them the authority to vote your shares for you according to your instructions. If you return your proxy form or voting instruction form and do not specify how you want to vote your shares, one of these officers will vote your shares FOR the items.

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You can also appoint someone else to be your proxyholder. Print his or her name in the space provided on the form, or by completing another proxy form. The person does not need to be a Shareholder. Your vote can only be counted if he or she attends the Meeting and votes your shares according to your instructions. If you do not specify how you want to vote your shares, your proxyholder can vote as he or she sees fit.

Your proxyholder will vote according to your instructions on these items and on any ballot that may be called for. If there are changes or new items, your proxyholder has the discretionary authority to vote your shares on these items as he or she sees fit.

Returning your proxy form

To be effective, we must receive your completed proxy form or voting instruction no later than 3:00 p.m. (Montréal time) on the Proxy Voting Deadline (January 19, 2023).

If the Meeting is postponed or adjourned, we must receive your completed form of proxy by 3:00 p.m. (Montréal time), no later than two (2) full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chair of the Meeting at his discretion and he is under no obligation to accept or reject a late proxy. The Chair of the Meeting may waive or extend the proxy cut-off without notice.

Exercise of discretion

With respect to matters specified in the proxy, if no voting instructions are provided, the nominees named in the accompanying form of proxy will vote the Common Shares represented by the proxy FOR the approval of such matter.

The nominee named in your proxy form will vote or withhold from voting in accordance with your instructions on any ballot that may be called for. The proxy will confer discretionary authority on the nominee with respect to matters identified in the proxy form for which a choice is not specified and any other matter that may properly come before the Meeting or any postponement or adjournment thereof, whether or not the matter is routine and whether or not the matter is contested.

As of the date of this Circular, Management is not aware of any amendment, variation or other matter that may come before the Meeting. If any amendment, variation or other matter properly comes before the Meeting, the nominee intends to vote in accordance with the nominee’s best judgment.

Registered Shareholders

Registered Shareholders can vote by proxy or at the Meeting in one of the following ways:

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Voting by proxy

Internet

Go to www.voteproxyonline.com and follow the instructions on screen. You will need your control number, which appears below the Record Date on the proxy form.

Fax

Complete both sides of the proxy form, sign and date it and fax both sides to our transfer agent, TSX Trust Company, Attention: Proxy Department, at 416-595-9593.

Mail

Complete, sign and date the form and return it in the envelope provided, or send it to: TSX Trust Company, Attention: Proxy Department, 100 Adelaide, Suite 301, Toronto, Ontario, M5H 4H1, Canada.

By appointing someone to attend the Meeting

This person does not need to be a Shareholder. Strike out the names that are printed on the form and print the name of the person you are appointing as your proxyholder in the space provided. Complete your voting instructions, sign and date the form. Make sure the person you are appointing is aware that he or she has been appointed and attends the Meeting on your behalf. Your proxyholder should confirm to TSX Trust Company his/her attendance upon registration at the Meeting.

NOTICE-AND-ACCESS RULES

The Corporation has elected to use the notice-and-access provisions under Regulation 51-102 – Continuous Disclosure Obligations (“ Regulation 51-102 ”) and Regulation 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“ Regulation 54-101 ”, and together with Regulation 51-102, the “ Notice-and-Access Provisions ”) for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials on-line, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders.

Instead of receiving this Circular, Shareholders will receive a Notice of Meeting with the proxy or voting instruction form, as the case may be, along with instructions on how to access the Meeting materials online. The Corporation will send the Notice of Meeting and proxy form directly to registered Shareholders and NOBOs. The Corporation will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by OBOs. This Circular and other relevant materials are available on the Corporation’s corporate Internet website (www.falcores.com), on SEDAR (www.sedar.com) or on the Internet website of TSX Trust Company (https://docs.tsxtrust.com/2270).

Objecting Beneficial Shareholders may request a paper copy of the Meeting materials, at no cost, from Broadridge Investor Communications Corporation by calling toll-free 1 (877) 907-7643 and entering the 16-digit control number located on the voting instruction form or via internet at www.proxyvote.com by using the 16-digit control number located in the voting instruction form. To ensure that you receive the materials in advance of the voting deadline and the Meeting, all requests must be received no later than

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January 12, 2023 to ensure timely receipt. Requests for Meeting materials may be made up to one year from the date the Circular is filed on SEDAR.

The Corporation will not use procedures known as ‘stratification’ in relation to the use of Notice-andAccess Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some Shareholders with a Notice Package.

If you request a paper copy of the materials, please take note that no additional proxy form or voting instruction form shall be sent to you. Therefore, please make sure that you retain the form that you received with the Notice of Meeting for voting purposes.

Beneficial Shareholders

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

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

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The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two (2) categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (“ Regulation 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a NOBO and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. As a result, if you are a NOBO, you can expect to receive a scannable VIF from TSX Trust Company. Please complete and return the VIF to TSX Trust Company in the envelope provided or by facsimile. In addition, internet voting instructions can be found on the VIF. TSX Trust Company will tabulate the results of the VIFs received from the Corporation’s NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.

If you are an OBO, the Corporation will also pay for brokers and intermediaries to send the Notice of Meeting, Circular and VIF directly to you. Please complete and return the VIF to Broadridge in accordance with the instructions provided on such VIF.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Regulation 54101 allows a Beneficial Shareholder who is a NOBO or an OBO to submit to the Corporation or an applicable intermediary any document in writing that requests that the NOBO, OBO or a nominee of the NOBO and OBO be appointed as proxyholder. If such a request is received, the Corporation or an intermediary, as applicable, must arrange, without expenses to the NOBO and OBO, to appoint such NOBO, OBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Corporation or the intermediary receives such written instructions from the NOBO or OBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 3:00 p.m. (Montréal time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the registered Shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO, or OBO, or a nominee of the NOBO or the OBO be appointed as proxyholder and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

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

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1.3. Revoking Your Proxy

Registered Shareholders

You can revoke a vote you made by proxy in any one of three ways:

Complete a new proxy form that is dated later than the proxy form you want to revoke, and then mailing it to TSX Trust Company, so they receive it by 3:00 p.m. (Montréal time) on January 19, 2023;
Send a notice in writing from you or your attorney to our Investor Relations department by 3:00 p.m. (Montréal time) on January 19, 2023; or
Provide a notice in writing from you or your attorney to the Chair of the meeting at the meeting or, if it is adjourned, when the meeting resumes.

1.4. Electronic Delivery of Material

You have the option to receive certain disclosure documentation from Falco electronically, by email notification inviting you to access documentation online at www.sedar.com or in the “Investor Information” section of Falco’s website at www.falcores.com. Delivery in electronic format, rather than paper, reduces costs to the Corporation and benefits the environment.

Registered Shareholders can consent to electronic delivery by completing and returning the consent form accompanying this Circular to TSX Trust Company. Non-registered holders can consent to electronic delivery by completing and returning the appropriate form received from their intermediary. If you do not consent to receive documentation through email notification, you will continue to receive documentation by mail.

If you wish to receive (or continue to receive) quarterly financial statements and Management’s Discussion and Analysis (the “ MD&A ”) by mail during the fiscal year 2023, you must check the appropriate box on the form of proxy (if you are a registered Shareholder) or voting instruction form (if you are a non-registered Shareholder). If you do not make this request, quarterly reports will not be sent to you. Financial statements and MD&A are available on the Corporation’s website at www.falcores.com.

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PART 2: BUSINESS OF THE MEETING

The Meeting will be held in order to:

Receive the audited financial statements of the Corporation for the year ended June 30, 2022, together with the report of the auditor thereon;
Elect the directors of the Corporation for the ensuing year;
Appoint PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. (“ PricewaterhouseCoopers ”), a partnership of Chartered Professional Accountants, as the auditor of the Corporation for the fiscal year 2023, and to authorize the directors to fix the remuneration to be paid to the auditor;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve the Corporation’s rolling 10% long-term incentive plan and amendments thereto, as more particularly described in this Circular;
To consider and, if deemed advisable, to pass, with or without amendments, an ordinary resolution to approve amendments to the convertible loan made by Osisko Gold Royalties Ltd in favour of the Corporation and the issuance to Osisko Gold Royalties Ltd of replacement warrants to purchase Common Shares of the Corporation (as more particularly described in this Circular); and
Transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

2.1 Receipt of Financial Statements

The audited financial statements of the Corporation for the financial year ended June 30, 2022, and the report of the auditor thereon will be submitted at the Meeting. These audited financial statements and the MD&A were sent to all Shareholders who requested them in conjunction with this Notice of Annual Meeting of Shareholders and Circular. The Corporation’s audited financial statements and related MD&A for the year ended June 30, 2022, are available on SEDAR (www.sedar.com) as well as on the Corporation’s website (www.falcores.com).

2.2 Election of Directors

The Management is supervised by the Board of Directors (hereinafter called the “ Board of Directors ” or “ Board ”) as per the Canada Business Corporations Act. The members of the Board are elected annually at each annual meeting of Shareholders to hold office until the next annual meeting unless, prior thereto, he or she resigns, or the office of such director becomes vacant by death, removal, or other cause. Our articles of incorporation, as amended, provide that our Board shall consist of a minimum of one (1) and a maximum of twelve (12) directors. Accordingly, a total of six (6) nominees are being proposed as directors for election by the Shareholders at the Meeting for the current year, each to hold office until the next annual meeting of Shareholders or until such person’s successor is elected or appointed. You can vote for all of these proposed directors, vote for some of them and against for others, or against for all of them.

The following tables set out information about each director’s summary career profile, their Board Committee memberships, meeting attendance during the most recently completed financial year, principal directorships with other reporting issuers as well as other public and parapublic corporations on whose boards the nominees currently serve or have served in the past five years and the number of securities they hold, either in the form of Common Shares or stock options of the Corporation.

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Unless otherwise directed, the persons named in the enclosed proxy form intend to VOTE FOR the election of each of the proposed nominees whose names are set out below. The proposal requires the approval of a majority of the votes cast at the Meeting.

Each of the nominees has provided the information as to the Common Shares of the Corporation he or she beneficially owns or over which he or she exercises control or direction, as at December 9, 2022. All nominees have served continuously as director of the Corporation since their appointment or first election in such capacity.

If any proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

We expect all of our directors to demonstrate leadership and integrity and to conduct themselves in a manner that reinforces our corporate values and culture of transparency, teamwork and individual accountability.

Above all, we expect that all directors will exercise their good judgment in a manner that keeps the interests of Shareholders at the forefront of decisions and deliberations. Each candidate must have a demonstrated track record in several of the skills and experience requirements deemed important for a balanced and effective Board.

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Mr. Mario Caron is a mining executive with over 40 years of experience in the mining industry in senior executive and board positions. His experience was gained nationally .and internationally in both underground and open pit operations. Mr. Caron has been Chief Executive Officer and director with Axmin Inc, a company developing a gold project in Central African Republic and Tiberon Minerals Ltd., the developer of a tungsten/fluorspar mine in Vietnam. He was instrumental in obtaining the mining license for the Vietnamese project. He was also closely involved in the project financing, in the engineering and development of that project. As CEO of public companies, he secured mining licenses and various permits in numerous jurisdictions. He is the chairman of Alloycorp Mining Inc., a privatized company since August 2016 with a molybdenum deposit in British Columbia.

Mr. Caron received his Bachelor of Engineering, Mining at McGill University and is a member of the Ordre des ingénieurs du Québec and the Association of Professional Engineers of Ontario.

MARIO CARON Chair of the Board since: December 17, 2021 Independent(1) Age:69 Toronto, Ontario, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
				*Regular*	*Ad Hoc*	*Total*
	Board– Chair			5 of 5	4 of 4	9 of 9
	Audit Committee			4 of 4	–	4 of 4
	Compensation Committee– Chair			3 of 3	–	3 of 3
	Environment and Technical Committee(2)			1 of 1	–	1 of 1
	Nominating and Corporate Governance Committee			4 of 4	–	4 of 4
*OTHERPUBLICBOARDSDURINGPAST5 YEARS*			*SECURITIESHELD*
Mako Mining Corp.		June 2020– Present	*Type of Securities*		*Number of Securities*
Quebec Precious Metals Corporation		May 2019–July 2022	Common Shares		182,555
Abaxx Technologies Inc. (formerly New Millenium Iron Corp.)		November 2015 – December 2020	Stock Options		1,140,000
Algold Resources Ltd.		November 2014 – September 2019	Warrants		50,000
*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*
Target Attained
*2021 VOTES*
*IN FAVOUR:*		99.44%	*WITHHELD:*		0.56%

NOTES: (1) “Independent” refers to the standards of independence established in Regulation 52-110 respecting Audit Committees (“ Regulation 52-110 ”) . (2) Mr. Caron ceased to serve on the Environment and Technical Committee following the Annual Meeting of Shareholders held on December 20, 2021.

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Mr. Alexander Dann is a bilingual chartered professional accountant with over 25 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors. In February 2021, he was appointed Chief Financial Officer and Vice President, Finance of Osisko Development Corp. (“ Osisko Development ”). Prior to that, Mr. Dann served as Chief Financial Officer of The Flowr Corporation, where he successfully guided them from a small private company to a TSX Venture Exchange publicly traded corporation. Prior to that, he was Chief Financial Officer of Avion Gold Corp. and Era Resources Inc., until their acquisitions by Endeavour Mining Corporation and The Sentient Group, respectively. Mr. Dann also held senior finance roles with Falconbridge Ltd. (now part of Glencore), Rio Algom Limited (now part of BHP Billiton) and Litens Automotive Partnership (a group within Magna International Inc.).

Mr. Dann is the nominee of Osisko Development to the Corporation’s Board of Directors under the Osisko Development investor rights agreement (the “ Investor Rights Agreement ”).

Alex obtained his Chartered Accountant designation in 1995 and holds a Bachelor degree in Business Administration from L’Université Laval in Québec City.

ALEXANDER DANN Director since: March 5, 2021 Non-Independent(1) Age:55 Toronto, Ontario, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
			*Regular*		*Ad Hoc*	*Total*
	Board		5 of 5		4 of 4	9 of 9
	Audit Committee(2)		2 of 2		–	2 of 2
*OTHERPUBLICBOARDSDURINGPAST5 YEARS*		*SECURITIESHELD*
None		*Type of Securities*		*Number of Securities*
		Common Shares		Nil
		Stock Options		830,000

*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*	*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*	*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*	*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*
Target to be Attained byMarch 5, 2024
*2021 VOTES*
*IN FAVOUR:*	99.62%	*WITHHELD:*	0.38%

NOTES:

(1) “Independent” refers to the standards of independence established in Regulation 52-110 .

(2) Mr. Alexander Dann was appointed to the Audit Committee following the Annual Meeting of Shareholders held on December 20, 2021.

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Mr. Claude Dufresne has 30 years of experience in the mining industry. He was President, Chief Executive Officer and Director of Niobay Metals inc., a position held from May 2014 to September 2021. Mr. Dufresne was a manager at IAMGOLD and worked for 10 years as a metallurgist and plant superintendent for Cambior in Québec and Guyana. He was also responsible for the sale and marketing of ferroniobium produced by the Niobec mine in Québec for over 10 years. In 2007, Mr. Dufresne founded Camet Metallurgy Inc., a company specializing in the sale and marketing of various metals. He has participated in economic studies on a number of rare earth, niobium, manganese and bauxite projects and has acted as a supplier of various raw materials for the steel industry. Mr. Dufresne works as consultants to various customers in the mining industry.

Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the Ordre des ingénieurs du Québec .

	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.	Mr. Dufresne obtained a diploma in mining engineering with a specialty in mineral processing from Université Laval in 1991 and is a member of the_Ordre des ingénieurs du Québec_.
CLAUDE DUFRESNE Director since: December 20, 2021 Independent(1) Age:54 Mont-Tremblant, Québec, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
						*Regular*		*Ad Hoc*		*Total*
	Board					2 of 2		1 of 1		3 of 3
	Environment and Technical Committee(2)					2 of 2		–		2 of 2
*OTHERPUBLICBOARDSDURINGPAST5 YEARS*				*SECURITIESHELD*
Vanstar Mining Resources Inc.		September 2020 to Present		*Type of Securities*			*Number of Securities*
The Good Shroom Co Inc.		April 2021 to Present		Common Shares			50,000
Niobay Metals Inc.		May 2014 to September 20021		Stock Options			250,000
				Warrants			25,000
*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*
Target to be Attained by December 20, 2024
*2021 VOTES*
*IN FAVOUR:*			100%		*WITHHELD:*				0%

NOTES:

(1) “Independent” refers to the standards of independence established in Regulation 52-110 .

(2) Mr. Claude Dufresne was appointed to the Environment and Technical Committee following the Annual Meeting of Shareholders held on December 20, 2021.

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Ms. Paola Farnesi is a senior financial professional with over 30 years of experience in corporate finance, financial reporting, M&A and risk management. She is currently Vice President and Treasurer of Domtar Corporation, responsible for negotiating and arranging in excess of $1 billion in corporate financings, overseeing an insurance portfolio of over $20 billion in insurable values and managing the investments of pension fund assets in excess of $3 billion. From 1994 to 2008, Ms. Farnesi held several other leadership positions at Domtar Corporation, including Vice President, Internal Audit, where she was responsible for the implementation and subsequent compliance efforts related to Sarbanes-Oxley. Prior to joining Domtar Corporation, Ms. Farnesi worked at Ernst & Young for the assurance group in Montréal.

Ms. Farnesi holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University, is a member of the Chartered Professional Accountants of Quebec and obtained the ICD.D designation from the Institute of Corporate Directors.

PAOLA FARNESI Director since:November 22, 2016 Independent(1) Age:56 Montréal, Québec, Canada	PAOLA FARNESI Director since:November 22, 2016 Independent(1) Age:56 Montréal, Québec, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
				*Regular*		*Ad Hoc*	*Total*
		Board		5 of 5		4 of 4	9 of 9
		Audit Committee– Chair		4 of 4		–	4 of 4
		Compensation Committee		3 of 3		–	3 of 3
		Nominating and Corporate Governance Committee		4 of 4		–	4 of 4
*OTHERPUBLICBOARDSDURINGPAST5 YEARS*			*SECURITIESHELD*
Quebec Precious Metals Corporation	June 2021 – July 2022		*Type of Securities*		*Number of Securities*
			Common Shares		197,089
			Stock Options		1,090,000
			Warrants		50,000
*OWNERSHIPGUIDELINE*			*– TARGETDATE TOMEET*
Target Attained
*2021 VOTES*
*IN FAVOUR:*		99.40%	*WITHHELD:*		0.60%

NOTE:

(1) “Independent” refers to the standards of independence established in Regulation 52-110 .

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Mr. Luc Lessard has more than 30 years of experience in the design, construction and operation of mines. He is the President and Chief Executive Officer of Falco and Chief Operating Officer of Osisko Development since November 2020. Prior to that he was Senior Vice President, Technical Services of Osisko Gold from June 2015 to December 31, 2020. Mr. Lessard was previously Chief Operating Officer of the Canadian Malartic Partnership (owned jointly by Agnico Eagle Mines Limited and Yamana Gold Inc.). From 2007 to 2014, he was the Chief Operating Officer and Senior Vice President of Engineering and Construction of Osisko Mining Corporation, which successfully developed the $1 billion Canadian Malartic gold mine and today being Canada’s largest gold mine. Mr. Lessard also previously held similar positions in Cambior Inc., which developed mining projects in Québec, Canada and in South America.

Mr. Lessard holds a Bachelor’s degree in Mining Engineering, from L’Université Laval in Québec City and is a member of the Ordre des ingénieurs du Québec.

LUC LESSARD Director since: December 23, 2014 Non-Independent(1) Age:58 St-Bruno, Québec, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
				*Regular*		*Ad Hoc*	*Total*
	Board			5 of 5		4 of 4	9 of 9
	Environment and Technical Committee			2 of 2		–	2 of 2

*OTHERPUBLICBOARDSDURINGPAST5 YEARS*			*SECURITIESHELD*
Osisko Metals Incorporated	February 2016 – Present		*Type of Securities*		*Number of Securities*
Highland Copper CompanyInc.	November 2015 – February2019		Common Shares		2,058,003
Nighthawk Gold Corp.	July2013 – June 2021		Stock Options		2,720,000
			Warrants		125,000
*OWNERSHIPGUIDELINE(2) – TARGETDATE TOMEET*
N/A(2)
*2021 VOTES*
*IN FAVOUR:*		99.57%	*WITHHELD:*		0.43%

NOTES:

(1) “Independent” refers to the standards of independence established in Regulation 52-110.

(2) The Corporation’s Securities Ownership Guideline is only applicable to non-executive directors.

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Ms. Chantal Sorel is a corporate director. She has over 30 years experience in general management with full profit & loss responsibility, project financing, project management, operations, strategic development, business development, mergers and acquisitions, in the industries of mining and metallurgy, power, infrastructure, industrial facilities, rail and transit. Ms. Sorel is Vice President Infrastructures at Aéroports de Montréal since September 2022, after being adviser to the airport since 2020. Previously, she was President of SNCLavalin Capital from 2016 to 2019 where she was responsible for the project financing and asset management of a $20 billion infrastructure and industrial asset portfolio .Since September 2021, she is an advisor to GNR Québec Capital, for development and operation of renewable natural gas production projects in Québec.

Ms. Sorel holds a Degree in architecture from Université de Montréal and a master’s degree in Project Management from Université du Québec à Montréal. She also has a Project Management Professional certification from the Project Management Institute and completed the Director Education Program jointly offered by the Institute of Corporate Directors, the McGill Executive Institute and the Rotman School of Management at the University of Toronto.

CHANTAL SOREL Director since:May 24, 2017 Independent(1) Age:56 Montréal, Québec, Canada	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*	*BOARD ANDCOMMITTEEMEETINGATTENDANCE DURING2022*
					*Regular*			*Ad Hoc*	*Total*
	Board				5 of 5			4 of 4	9 of 9
	Compensation Committee				3 of 3			–	3 of 3
	Environment and Technical Committee– Chair				2 of 2			–	2 of 2
	Governance and Nomination Committee(2)– Chair				4 of 4			–	4 of 4
*OTHERPUBLICBOARDSDURINGPAST5 YEARS*			*SECURITIESHELD*
None			*Type of Securities*			*Number of Securities*
			Common Shares			172,500
			Stock Options			1,090,000
			Warrants			31,250
*OWNERSHIPGUIDELINE– TARGETDATE TOMEET*
Target Attained
*2021 VOTES*
*IN FAVOUR:*		99.40%		*WITHHELD:*			0.60%

NOTES:

(1) “Independent” refers to the standards of independence established in Regulation 52-110 .

(2) Ms. Chantal Sorel was appointed Chair of the Governance and Nomination Committee following the Annual Meeting of Shareholders held on December 20, 2021.

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Director Independence

A director is not independent if such director has a direct or indirect relationship that the Board believes could reasonably be expected to interfere with the ability to exercise independent judgment.

As of the date of this Circular, four (4) of the Corporation’s six (6) nominee directors are independent. Mr. Lessard, President and Chief Executive Officer of the Corporation does not meet the independence standards as an executive officer of the Corporation.

Mr. Alexander Dann, Chief Financial Officer and Vice President, Finance of Osisko Development, is the representative of Osisko Development on the Board of Directors of the Corporation. As at the date hereof, Mr. Caron, Mr. Dufresne, Ms. Farnesi and Ms. Sorel meet the independence standards pursuant to provisions of Regulation 52-110 and Regulation 58-101 respecting Disclosure of Corporate Governance Practices (“ Regulation 58-101 ”).

The Corporation does not have an executive committee of its Board of Directors.

The information pertaining to the Corporation’s cease trade orders and bankruptcies, or penalties or sanctions, not being within the knowledge of the Corporation, has been furnished by the proposed directors.

Corporate Cease Trade Orders

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

(a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

Bankruptcies, or Penalties or Sanctions

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

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(b) has, within ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets;
(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(d) has been subject to any 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.

2.3 Appointment of Auditor

PricewaterhouseCoopers, a partnership of Chartered Professional Accountants, will be nominated at the Meeting for appointment as auditor of the Corporation and remuneration to be fixed by the Board of Directors.

Accordingly, the Board of Directors and Management are recommending that Shareholders vote FOR the appointment of PricewaterhouseCoopers, as auditor of the Corporation for the ensuing year, until the close of the next annual meeting of Shareholders, at a remuneration to be fixed by the directors. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to vote FOR the appointment of PricewaterhouseCoopers. The proposal requires the approval of a majority of the votes cast at the Meeting.

2.4 Corporation’s Amended Long-Term Incentive Plan

The Corporation’s current long-term incentive plan was most recently approved by Shareholders on December 20, 2021 (the “ LTIP ”). As a “rolling” incentive plan, the LTIP is required, pursuant to the policies of the TSX Venture Exchange (the “ TSXV ”), to be re-approved by the Shareholders each year at the Corporation’s annual meeting. As of the Record Date, there are 14,148,067 options outstanding under the LTIP, and 13,009,721 additional options may be granted (based on the current issued capital of 271,577,879 Common Shares). Notice of options granted under the LTIP must be given to the TSXV on a monthly basis. Any amendments to the LTIP must also be approved by the TSXV and, if necessary, by the Shareholders, prior to becoming effective.

On November 24, 2021, the TSXV implemented certain changes to its policies regarding security-based compensation, pursuant to which, among other things, TSXV Policy 4.4 – Incentive Stock Options (the “ Former Policy ”) was renamed Policy 4.4 – Security Based Compensation (the “ New Policy ”) and was expanded to contemplate various types of security-based compensation in addition to stock options and to permit more flexibility in the design of security-based compensation plans. As a result of the changes introduced pursuant to the New Policy, the Corporation wishes to amend the LTIP, which was originally prepared in compliance with the Former Policy, to ensure that it complies with the current requirements of the TSXV set forth in the New Policy (the LTIP, as amended, being referred to herein as the “ Amended LTIP ”). The Amended LTIP is subject to Shareholders’ approval and regulatory approvals, including acceptance by the TSXV.

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The principal amendments to the LTIP will include:

Revisions to introduce a cashless exercise mechanism and a net exercise mechanism for options in accordance with the updates set forth in the New Policy;
Revisions providing for a restriction on extending the expiry date of any options granted to insiders of the Corporation without obtaining disinterested Shareholder approval;
Revisions to clarify the blackout period and extension period for the exercise of options, to include vesting restrictions applicable to consultants performing Investor Relations Activities (as defined under the policies of the TSXV) and to include restrictions on expiry of options applicable to Eligible Charitable Organizations (as defined under the policies of the TSXV);
Revisions to require prior TSXV approval of any anti-dilution adjustments to options, other than adjustments in connection with a stock split or consolidation; and
Certain clarifying administrative and clerical amendments for purposes of maintaining consistency with the New Policy.

For additional particulars on the terms and conditions of the Corporation’s LTIP, please refer to the heading “Executive Compensation - Stock Option Plans and Other Incentive Plans” in this Circular.

Shareholder Approval of the Amended LTIP

Pursuant to the policies of the TSXV, the Corporation is required to obtain Shareholder approval of the Amended LTIP in connection with the implementation thereof. If Shareholder approval is obtained at the Meeting, the Amended LTIP will supersede and replace the LTIP. Existing compensation securities which are outstanding under the LTIP will be incorporated into the Amended LTIP and governed by the Amended LTIP, if the Amended LTIP receives approval of Shareholders at the Meeting.

Accordingly, Shareholders will be asked to pass an ordinary resolution, in substantially the following form, to approve the Amended LTIP (the “ LTIP Resolution ”):

“ BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT :

the amended Long-Term Incentive Plan (“ Amended LTIP ”) of the Corporation, as described in this Circular of the Corporation dated December 12, 2022, be and is hereby ratified and approved;
all compensation securities issued and to be issued under the Amended LTIP, be and are hereby approved; and
any director or officer of the Corporation be and the same is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, including to make any changes to the Amended LTIP if required by the TSXV, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

Accordingly, the Board of Directors and Management are recommending that Shareholders vote FOR the approval of the Amended LTIP Resolution. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to vote FOR the Amended LTIP Resolution. The proposal requires the approval of a majority of the votes cast at the Meeting.

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A copy of the Corporation’s Amended LTIP is available on the Corporation’s website or may be obtained upon request addressed to the Vice President, Legal Affairs and Corporate Secretary of the Corporation at 1100, Avenue des Canadiens-de-Montreal, Suite 300, Montréal, Québec, H3B 2S2 (facsimile: (514) 9400669).

2.5 Corporation’s Proposed Financing Amendments

The Corporation is proposing to amend and extend the convertible loan made by Osisko Gold Royalties Ltd (“ Osisko Gold ”) in favour of the Corporation and to issue to Osisko Gold replacement warrants to purchase Common Shares of the Corporation.

Background on Osisko Gold Debt Instruments

On February 22, 2019, Falco closed a secured senior loan agreement with Osisko Gold (the “ Secured Loan ”) for a principal amount of $10,000,000. On November 22, 2019, the Secured Loan was amended, increasing the principal amount by $5,900,000 to $15,900,000 and the maturity date was extended from December 31, 2019 to December 31, 2020. Under the terms of the Secured Loan, interest was payable at a rate per annum that was equal to 7%, compounded quarterly and accrued interest was payable upon repayment of the principal amount.

On November 17, 2020, the Corporation entered into a binding agreement with Osisko Gold in order to extend the maturity date of the Secured Loan from December 31, 2020 to December 31, 2022 (the “ Maturity Extension ”). Together with capitalized interest, the principal amount outstanding under the Secured Loan as of November 17, 2020 was $17,596,136. In consideration for the Maturity Extension, the Secured Loan was also amended to become convertible (the “ Convertible Loan ”) after the first anniversary of the closing date into Common Shares at a conversion price of $0.55 per Common Share. The Convertible Loan currently bears interest at a rate of 7% per annum, compounded quarterly. Falco’s obligations towards Osisko Gold with respect to the Convertible Loan is secured by a deed of hypothec over all of the assets of Falco other than the Horne 5 Project and ranks after the security granted to Glencore Canada Corporation (“ Glencore ”) as part of the Convertible Debenture transaction.

In consideration for the Maturity Extension, the Corporation issued to Osisko Gold 10,664,324 common share purchase warrants of the Corporation (the “ Osisko Gold Warrants ”). Each Osisko Gold Warrant was exercisable for one Common Share at an exercise price of $0.69 up to 24 months from the date of issuance of the Osisko Gold Warrants. The Osisko Gold Warrants expired on November 27, 2022. The Osisko Gold Warrants provide for a cashless exercise feature.

For additional information regarding the Convertible Loan and the Osisko Gold Warrants, please refer to the Corporation’s audited financial statements and management discussion and analysis (MD&A) for the financial year ended June 30, 2022, which are available on SEDAR at www.sedar.com.

Background on Glencore Debt Instruments

On October 27, 2020, the Corporation entered into an agreement with Glencore for a $10,000,000 senior secured convertible debenture (the “ Convertible Debenture ”). The Convertible Debenture had an initial term to maturity of 12 months and was bearing interest at a rate of 7% per annum, compounded quarterly. Accrued interest was capitalized quarterly by adding the interest to the principal of the Convertible Debenture, unless the Corporation elected at its sole discretion to settle in cash any accrued interest. The Convertible Debenture is secured by first ranking security on all assets owned by Falco.

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The Convertible Debenture could be converted into Common Shares within 10 days of the Maturity Date at Glencore’s sole option at a conversion price of $0.41 per Common Share.

Falco issued to Glencore 12,195,122 Common Share purchase warrants (the “ Initial Glencore Warrants ”) for which each Initial Glencore Warrant was exercisable for one Common Share at an exercise price of $0.51 up to 12 months from the date of issuance of the Initial Glencore Warrants. The terms of the Initial Glencore Warrants provide for a cashless exercise feature.

On October 13, 2021, the Corporation announced an agreement with Glencore to extend the maturity date of the Convertible Debenture, from October 27, 2021 to April 27, 2022.

Given the extension to the maturity date of the Convertible Debenture, the Corporation announced the extension of the expiry date of the Initial Glencore Warrants issued to Glencore under the Convertible Debenture from October 27, 2021 to April 27, 2022. All other terms and conditions of the Initial Glencore Warrants remained unchanged, including the exercise price of $0.51 per Common Share.

On April 27, 2022, the Corporation and Glencore entered into an agreement to extend the maturity date of the Convertible Debenture, from April 27, 2022 to April 27, 2023 (the “ Amended Maturity Date ”). The accrued interest on the existing Convertible Debenture was capitalized such that the principal amount of the amended Convertible Debenture is $11,095,976.

In connection with the extension of the Maturity Date, the conversion price of the Convertible Debenture was amended to $0.40 per share and the interest rate to 8% per annum, compounded quarterly. In accordance with its terms, the Convertible Debenture can be converted into Common Shares within 10 days of the Amended Maturity Date or on the Maturity Date except that Glencore shall have the right to accelerate its conversion right upon the provision of a prior written notice to the Corporation of at least 61 days.

Concurrently, the Corporation announced the extension of the expiry date of the Initial Glencore Warrants (the “ Amended Warrants ”) from April 27, 2022 to April 27, 2023. The exercise price of the Initial Glencore Warrants was reduced to $0.41 per share. All other terms and conditions of the Initial Glencore Warrants remained unchanged.

As consideration for the amendment and extension, Falco issued to Glencore 2,866,036 additional Common Share purchase warrants (the “ Additional Warrants ”, and collectively with the Initial Glencore Warrants, the “ Glencore Warrants ”). Each Additional Warrant is exercisable for one Common Share and has identical terms of the terms to the Amended Warrants.

For additional information regarding the Convertible Debenture and the Glencore Warrants, please refer to the Corporation’s audited financial statements and management discussion and analysis (MD&A) for the financial year ended June 30, 2022, which are available on SEDAR at www.sedar.com.

Binding Term Sheet

On December 6, 2022, the Corporation announced that it had entered into binding term sheets with each of Osisko Gold and Glencore in order to (collectively, the “ Proposed Financing Amendments ”):

(a) extend the maturity date of the Convertible Loan and the Convertible Debenture to December 31, 2024;

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(b) capitalize accrued and unpaid interest up to the effective date of the Proposed Financing Amendments such that the principal amount of the Convertible Loan would be increased to $20,484,195 (from the existing principal amount of $17,596,136) and that the principal amount of the Convertible Debenture would be increased to $11,770,710 (from the existing principal amount of $11,095,976);
(c) lower the conversion price of the Convertible Loan to $0.50 per Common Share (from $0.55 per Common Share) and lower the conversion price of the Convertible Debenture to $0.36 per Common Share (from $0.41 per Common Share);
(d) replace the Osisko Gold Warrants having expired on November 27, 2022 with 10,664,324 new warrants to purchase Common Shares of Falco (the “ Replacement Osisko Gold Warrants ”) on substantially similar terms to the Osisko Gold Warrants, other than for the expiry date which is to be extended to December 31, 2024 and the exercise price which is to be lowered to $0.65 per Common Share purchase warrant (from $0.69 per Common Share purchase warrant);
(e) extend the expiry date of the Glencore Warrants to December 31, 2024 (from April 27, 2023) and lower the current exercise price of the Glencore Warrants to $0.38 per Common Share purchase warrant (from $0.41 per Common Share purchase warrant).

The binding term sheet entered into with Osisko Gold also provides that Osisko Gold waives until January 31, 2023 the requirement to repay the existing Convertible Loan upon its maturity on December 31, 2022.

The agreement among the Corporation and Osisko Gold to effect the Proposed Financing Amendments is subject to “minority approval” at the Meeting and to concurrent closing of the amendments to Glencore’s Convertible Debenture and the Glencore Warrants. The agreement among the Corporation and Glencore to effect the Proposed Financing Amendments is subject to concurrent closing of the amendments to Osisko Gold’s Convertible Loan and the issuance of the Replacement Osisko Gold Warrants. In the event that Disinterested Shareholders do not approve the Osisko Gold Amendments Resolution (as defined below), the extension of the maturity date of the Convertible Debenture held by Glencore will not proceed and the Convertible Loan shall be repaid by January 31, 2023. The Corporation does not currently have sufficient funds to repay the Convertible Loan by January 31, 2023 and there is no assurance that it would be able to obtain a further extension or waiver if the Shareholders of the Corporation do not approve the extension of the Convertible Loan on the terms provided for herein.

Related Party Transactions

Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“ Regulation 61-101 ”) is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders (excluding interested or related parties), formal valuations and, in certain circumstances, approval and oversight of the transaction by a special committee of independent directors.

Osisko Gold holds the Convertible Loan in the principal amount of $17,596,136, which is convertible into 31,992,974 Common Shares and also held 10,664,324 warrants of the Corporation which expired on November 27, 2022, representing approximately 13.6% of the issued and outstanding Common Shares on a partially-diluted basis assuming the conversion in full of the Convertible Loan and the exercise in full of the 10,664,324 warrants. Immediately following the closing of the Proposed Financing Amendments, on a partially-diluted basis assuming the conversion in full of the Convertible Loan (as amended by the Proposed

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Financing Amendments) and the exercise in full of the Replacement Osisko Gold Warrants, Osisko Gold would have beneficial ownership of, or control and direction over 51,632,714 Common Shares, representing approximately 16% of the Common Shares issued and outstanding. Osisko Gold holds approximately 44% of the issued and outstanding equity interests of Osisko Development, which has beneficial ownership of, or control and direction over 46,885,240 Common Shares and 2,750,000 warrants of the Corporation, representing approximately 18.1% of the issued and outstanding Common Shares on a partially-diluted basis assuming the exercise in full of the 2,750,000 warrants.

Under Regulation 61-101, Osisko Gold is a “related party” of Falco (the “ Related Party ”) and the amendment of the terms of the Convertible Loan and the issuance of the Replacement Osisko Gold Warrants are “related party transactions”. Unless exemptions are available, such transactions are subject to (i) the “minority approval” of the Corporation’s Shareholders, excluding Osisko Gold, Osisko Development, as well as their directors and officers and any person holding more than 10% of the voting securities of Osisko Gold or Osisko Development (the “ Excluded Parties ”), representing, as a group, 51,522,779 Common Shares (the “ Disinterested Shareholders ”) and (ii) formal valuation requirements set out in Regulation 61-101.

Falco is exempt from the requirements to obtain a formal valuation for the Proposed Financing Amendments as they relate to the Convertible Loan and the Replacement Osisko Gold Warrants (collectively, the “ Osisko Gold Convertible Loan and Warrant Amendments ”) pursuant to section 5.5(b) of Regulation 61-101, as the Common Shares are not listed on any of the specified markets set out in Regulation 61-101.

Falco is required to obtain the “minority approval” for the Osisko Gold Convertible Loan and Warrants Amendments as none of the exemptions contained under Regulation 61-101 are currently available to the Corporation.

Board of Directors Recommendation

After careful consideration, the disinterested members of the Board of Directors have approved, subject to the Disinterested Shareholders’ approval, the Osisko Gold Convertible Loan and Warrant Amendments. Mr. Luc Lessard and Mr. Alexander Dann declared a conflict of interest and abstained from the deliberations and from voting on the resolutions to approve the Osisko Gold Convertible Loan and Warrant Amendments since each of them is also an officer of Osisko Development, an entity in which Osisko Gold holds 44% of the issued and outstanding Common Shares.

Reasons for the Board of Directors Recommendation

The reasons considered by the Board of Directors in recommending approval of the amendments include the following benefits Falco expects to receive from the Osisko Gold Convertible Loan and Warrant Amendments:

(a) the availability of the financing under Osisko Gold’s Convertible Loan for an additional two-year period, which will provide the Corporation with flexibility to continue negotiations with Glencore with respect to the Operating License and Indemnity Agreement and the permitting and development of the Horne 5 Project;
(b) the concurrent extension of Glencore’s Convertible Debenture, which will also result in additional flexibility to the Corporation; and

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(c) the favorable terms of the revised Convertible Loan and Convertible Debenture, which are convertible at a significant premium to current market price, thereby limiting dilution to the other Shareholders of the Corporation.

Proposed Resolution to Approve the Osisko Gold Convertible Loan and Warrant Amendments

At the Meeting, Disinterested Shareholders will be asked to consider and if deemed advisable, to pass, with or without amendments, the following ordinary resolution to approve the Osisko Gold Convertible Loan and Warrant Amendments (the “ Osisko Gold Amendments Resolution ”):

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT :

the Corporation be and is hereby authorized to proceed with the Osisko Gold Convertible Loan and Warrant Amendments, as described in this Circular of the Corporation dated December 12, 2022; and
any director or officer of the Corporation be and the same is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, including to make any changes to the transactions contemplated under the Osisko Gold Convertible Loan and Warrant Amendments, if required by the TSXV, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

Accordingly, the Board of Directors and Management are recommending that Shareholders vote FOR the approval of the Osisko Gold Amendments Resolution. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to vote FOR the Osisko Gold Amendments Resolution. To be effective, the Osisko Gold Amendments Resolution must be approved by a majority of the votes cast by Disinterested Shareholders present in person or represented by proxy at the Meeting, excluding 51,522,779 Common Shares owned by the Excluded Parties.

PART 3: ABOUT FALCO

3.1 Corporate Governance Practices

Falco believes in the importance of a strong Board of Directors and sound corporate governance policies and practices to direct and manage our business affairs. Good corporate governance is essential to retaining the trust of our Shareholders, attracting the right people to the organization and maintaining our social license in the communities where we work and operate. Falco also believes that good governance enhances its performance.

The Corporation’s governance framework is evolving as the Corporation continues to grow. Its governance policies also respect the rights of Shareholders and comply with the rules of the Canadian Securities Administrators (“ CSA ”) and the TSXV.

The Board has adopted board and committee charters as well as other appropriate policies and practices. Independent directors are expected to hold in-camera meetings at each quarter-end board and committee

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meeting. A copy of the Corporation’s Code of Ethics, as well as Board and Committee charters, are posted on Falco’s website at www.falcores.com and can be requested via email at [email protected].

The following discussion outlines some of Falco’s current corporate governance practices, particularly with respect to the matters addressed by Policy Statement 58-201 to Corporate Governance Guidelines (the “ Canadian Guidelines ”) and Regulation 58-101 adopted by the CSA.

Code of Ethics

The Board has adopted a Code of Ethics applicable to all of its directors, officers and employees, including the Chair of the Board, the President and Chief Executive Officer, the Chief Financial Officer and other persons performing financial reporting functions. The Code of Ethics was last reviewed and amended by the Board of Directors on November 21, 2022.

The Code of Ethics communicates to directors, officers and employees standards for business conduct in the use of Falco time, resources and assets, and identifies and clarifies proper conduct in areas of potential conflict of interest. The Code of Ethics is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations; (c) prompt internal reporting of Code of Ethics violations; and (d) accountability for adherence to the Code of Ethics. Violations from standards established in the Code of Ethics, and specifically under internal accounting controls, are reported to the Chief Financial Officer or Vice President, Legal Affairs and Corporate Secretary and can be reported anonymously. The Chief Financial Officer or Vice President, Legal Affairs and Corporate Secretary will report to the Audit Committee, which will report to the Board any reported alleged violations at least quarterly, or more frequently depending on the specifics of the reported alleged violation.

The President and Chief Executive Officer and the Nominating and Corporate Governance Committee are responsible for promoting a corporate culture, which supports the highest of ethical standards, encourages personal integrity and assumes social responsibility.

The Corporation will adopt, from time to time, policies and guidelines relating to ethics that apply to all directors, officers and employees of the Corporation. The Corporation’s Code of Ethics is reviewed on an annual basis as well as adherence thereto.

Each director, officer and employee is provided with a copy of the Code of Ethics and is asked to sign an acknowledgement that the standards and principles of the Code of Ethics will be maintained at all times on Falco business. Management of the Corporation reports annually to the Nominating and Corporate Governance Committee all non-compliance statements so disclosed by directors, officers and designated employees.

The Corporation’s Code of Ethics provides that directors, officers and employees must avoid conflicts of interests, both real and perceived. In practice, should a director have a material interest or be otherwise in conflict of interest with respect to a transaction or agreement considered by the Board, he/she must disclose his/her conflict of interest and withdraw from any discussions, assessment or decision related to the particular transaction or agreement.

Any officer, director or employee who is aware of any situation that is or could reasonably be expected to give rise to a conflict of interest or who is aware of a related party transaction must discuss the matter promptly with their immediate supervisor or the Chief Financial Officer or the Vice-President, Legal Affairs and Corporate Secretary. The Corporation will ensure compliance with any applicable disclosure, “minority approval” and formal valuation requirements set forth in applicable legislation, as it applies to related party transactions and other special transactions involving the Corporation.

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The Board may implement any measures that it finds necessary in order to ensure the exercise of independent judgment. In the event a director has a material interest in any transaction or agreement, such director will abstain from voting in that regard.

In addition, the Board has established under the Corporation’s Internal Whistleblowing Policy, a process for the receipt and treatment of all complaints concerning accounting, internal accounting controls, auditing or any other wrongdoing, including in connection with the Corporation’s Code of Ethics submitted by any employee, including procedures for the confidential anonymous submissions by employees of concerns regarding said matters. To help in this process, the Corporation established an Ethics Line, which is a phone and internet-based reporting system (1-855-940-2004 or [email protected]).

There has been no “questionable event” (as defined in the Whistleblowing Policy) communicated in 2022 through the ethics line or otherwise, to report any conduct of a director or Executive Officer that would constitute a departure from the Code of Ethics.

Through the above-noted methods, the Board encourages and promotes a culture of ethical business conduct. In addition, the directors, officers and employees of the Corporation are expected to act and to hold their office within the best interests of the Corporation. The Corporation expects that all directors shall act in compliance of all laws and regulations applicable to their office as director of the Corporation.

A copy of the Code of Ethics is available on the Corporation’s website at www.falcores.com.

Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy

The Board of Directors of Falco Resources Ltd. (the “ Corporation ” or “ Falco ”) has determined that, on the recommendation of the Nomination and Corporate Governance Committee, to formalise its policy on compliance with respect to anti-bribery, anti-corruption and anti-money laundering policy, having therefore adopted on November 21, 2022 a Policy respecting anti-bribery, anti-corruption and anti-money laundering (the “ Policy ”).

The Corporation’s Board of Directors is committed to strict compliance with this Policy, fostering a culture of integrity and maintaining high ethical standards throughout the Corporation and with those who act as our representatives.

The Compliance Officer for this Policy are the Corporation’s Vice-President, Legal Affairs and Corporate Secretary (the “ Compliance Officer ”).

The Corporation is conducting its business in accordance with all laws, rules and regulation applicable to it and the highest ethical standards and takes a zero-tolerance approach to bribery, corruption and money laundering. The Policy is intended to provide guidance and procedures to the Corporation’s personnel and Representatives for compliance with Canada’s Corruption of Foreign Public Officials Act (“ CFPOA ”), the Canadian Criminal Code (“ CC ”) and other local laws pertaining to bribery, corruption and money laundering. Although the CFPOA and the CC are laws of Canada, such laws have extra-territorial application and can therefor apply to the Corporation anywhere in the world.

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This Policy complements the Corporation’s Code of Ethics and the other policies of the Corporation and provides guidelines for compliance with anti-bribery and anti-money laundering laws applicable to the Corporation’s operations wherever conducted. This Policy is not intended to replace any applicable laws.

The Policy also provides for intervention measures applicable to harassment complaints filed or situations of any action which could constitute a violation of this Policy reported to the Corporation. All communications are forwarded directly to the Chair of the Audit Committee and the Vice President, Legal Affairs and Corporate Secretary.

The Policy shall be distributed to and signed by each of the Corporation’s employees when they are hired. Directors, officers and designated employees are required, on an annual basis, to declare their commitment to abide by the Corporation’s Policy. Any non-compliance to the Policy will be reported to the Nominating and Corporate Governance Committee which will be responsible of reviewing the Policy on an annual basis.

3.2 Role of the Board of Directors

The primary responsibility of the Board is to supervise the management of the business and affairs of the Corporation. In discharging its fiduciary duties, Board members are expected to use their experience and expertise to guide Management and ensure good governance practices are adhered to. The Board oversees the Corporation’s systems of corporate governance and financial reporting and controls to ensure that the Corporation reports adequate and reliable financial and other information to Shareholders and engages in ethical and legal conduct.

The Corporation expects each member of its Board to act honestly and in good faith and to exercise business judgment that is in the best interests of the Corporation and its stakeholders. The Chair does not have a second or casting vote in the case of equality of votes in any matter brought before the Board.

In addition to possessing the requisite skill and experience required to carry out their functions, directors must demonstrate a track record of honesty, integrity, ethical behaviour, fairness and responsibility and a commitment to representing the long-term interests of Falco’s stakeholders. They must also be able to devote the time required to discharge their duties and responsibilities effectively.

In addition to the foregoing, each director is expected to:

Develop an understanding of Falco’s strategy, business environment, the market in which the Corporation operates and its financial position and performance;
Be willing to share expertise and experience with Management and fellow directors, and to use a respectful, collegial approach in challenging the views of others;
Diligently prepare for each Board and committee meeting by reviewing all of the meeting materials in advance of the meeting date;
Actively and constructively participate in each meeting and seek clarification when necessary to fully understand the issues being considered;
Leverage experience and wisdom in making sound strategic and operational business decisions; and
• Demonstrate business acumen and a mindset for risk oversight.

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A copy of the Charter of the Board of Directors is attached in this Circular as Schedule “A”.

Committees of the Board

The Board has established four standing committees, namely: the Audit Committee, the Compensation Committee, the Environment and Technical Committee and the Nominating and Corporate Governance Committee. Following is a description of the authority, responsibilities, duties and function of such committees.

Audit Committee

The Audit Committee meets regularly in order to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the following: (i) the Corporation’s accounting and financial reporting principles and policies and internal audit controls and procedures; (ii) the integrity and transparency of the Corporation’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the external auditors; (iv) in evaluating the independence of the external auditors; (v) the Corporation’s risk identification, assessment and management program; and (vi) the Corporation’s compliance with legal and regulatory requirements in respect of the above.

The function of the Audit Committee is to provide independent and objective oversight. Management of the Corporation is responsible for the preparation, presentation and integrity of the Corporation’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of the Corporation’s annual financial statements and other procedures. In fulfilling their responsibilities thereunder, it is recognized that members of the Audit Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) representations made by Management as to non-audit services provided by the auditors to the Corporation.

The Audit Committee met four (4) times during the most recently completed financial year. Since December 20, 2021, the Audit Committee is composed of the following three (3) directors:

Ms. Paola Farnesi – Chair (Independent)
Mr. Mario Caron (Independent)
Mr. Alexander Dann (Non-Independent)[*]

All members of the Audit Committee are “financially literate” and/or “financial experts”, within the meaning of applicable regulations. In considering criteria for determination of financial literacy, the Board assesses the ability to understand financial statements of the Corporation. In determining accounting or related financial expertise, the Board considers familiarity with accounting issues pertinent to Falco, past employment experience in finance or accounting, requisite professional certification in accounting, and any other comparable experience or background which results in the individuals’ financial sophistication.

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A copy of the Charter of the Audit Committee is attached in this Circular as Schedule “B”.

Relevant Education and Experience

The following sets out the Audit Committee members’ education and experience that is relevant to the performance of his responsibilities as an audit committee member.

Paola Farnesi: Ms. Farnesi is a senior financial professional with over 30 years of experience in corporate finance, financial reporting, M&A and risk management. She is currently Vice President and Treasurer of Domtar Corporation, responsible for negotiating and arranging in excess of $1 billion in corporate financings, overseeing an insurance portfolio of over $20 billion in insurable values and managing the investments of pension fund assets in excess of $3 billion. From 1994 to 2008, Ms. Farnesi held several other leadership positions at Domtar Corporation, including Vice President, Internal Audit, where she was responsible for the implementation and subsequent compliance efforts related to Sarbanes-Oxley. Prior to joining Domtar Corporation, Ms. Farnesi worked at Ernst & Young for the assurance group in Montréal.

Alexander Dann: Mr. Alexander Dann is a chartered professional accountant with over 25 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors. Mr. Dann served as Chief Financial Officer of The Flowr Corporation, where he successfully guided them from a small private company to a TSXV publicly traded corporation. Prior to that, Mr. Dann was CFO of Avion Gold Corp. and Era Resources Inc., until their acquisitions by Endeavour Mining Corporation and The Sentient Group, respectively. Mr. Dann also held senior finance roles with Falconbridge Ltd. (now part of Glencore), Rio Algom Limited (now part of BHP Billiton) and Litens Automotive Partnership (a group within Magna International Inc.).

Mr. Dann obtained his Chartered Accountant designation in 1995 and holds a Bachelor degree in Business Administration from L’Université Laval in Québec City.

Mario Caron: Mr. Mario Caron is a mining executive with over 40 years of experience in the mining industry in senior executive and board positions. His experience was gained nationally and internationally in both underground and open pit operations. Mr. Caron has been Chief Executive Officer and director with Axmin Inc, a company developing a gold project in Central African Republic and Tiberon Minerals Ltd., the developer of a tungsten/fluorspar mine in Vietnam. He was instrumental in obtaining the mining license for the Vietnamese project. He was also closely involved in the project financing, in the engineering and development of that project. As CEO of public companies, he secured mining licenses and various permits in numerous jurisdictions. He is the chairman of Alloycorp Mining Inc., a privatized company since August 2016 with a molybdenum deposit in British Columbia.

Mr. Caron received his Bachelor of Engineering, Mining at McGill University and is a member of the Ordre des ingénieurs du Québec and the Association of Professional Engineers of Ontario.

Audit Committee Oversight

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

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemptions in Sections 2.4 and 6.1.1 of Regulation 52-110 or an exemption from Regulation 52-110, in whole or in part, granted under Part 8 of Regulation 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services. However, any non-audit service shall be submitted to the Chair of the Audit Committee for approval.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditor in each of the last two (2) fiscal years are as follows:

2022(1)	2021(1)
Audit fees(2) Audit-related fees Tax fees(3) All other fees $126,250 Nil Nil Nil	$121,900 Nil Nil Nil
Total $126,250	$121,900

NOTES:

(1) For the year ended June 30, 2022, no other fees were incurred. As for the year ended June 30, 2021, none of the Corporation’s audit-related fees, tax fees or all other fees described in the table above made use of the de minimis exception to pre-approval provisions contained in Section 2.4 of Regulation 52-110.

(2) This represents the aggregate fees billed for audit services, including fees relating to the review of quarterly financial statements and statutory audits of the Corporation.

(3) This represents the aggregate fees billed for tax compliance, tax advice and tax planning services.

Compensation Committee

The Compensation Committee is responsible for approving compensation objectives and the specific compensation programs for policies and practices of the Corporation on matters of remuneration, succession planning, compensation recruitment, development, retention and performance evaluations, which policies are developed and implemented in conformity with the Corporation’s objectives with the view to attracting and retaining the best qualified members of Management and employees. The Compensation Committee is responsible for recommending, monitoring and reviewing compensation programs for senior executives.

The Compensation Committee met three (3) times during the most recently completed financial year. Since February 13, 2019, the Compensation Committee is composed of the following three (3) independent directors:

Mr. Mario Caron (Chair)
Ms. Paola Farnesi
Ms. Chantal Sorel

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Environment and Technical Committee

The Environment and Technical Committee is a committee of the Board of Directors to which the Board delegates its responsibility to oversee various aspects of the activities of the Corporation in respect of the work environment (occupational health and safety), the human environment (corporate social responsibility matters) and the physical environment (environmental matters) and any technical matters that may arise.

The Environment and Technical Committee has the general mandate (i) to consider and evaluate all aspects of the Corporation’s occupational health and safety, corporate social responsibility and environmental matters; (ii) to recommend to the Board the steps to be taken in connection with these three (3) areas of activity; and (iii) to oversee the implementation and administration of corporate policies and guidelines adopted by regulatory authorities and the Board with respect to occupation health and safety, corporate social responsibility and environmental matters.

The Environment and Technical Committee has met two (2) times during the most recently completed financial year. Since December 20, 2021, the Environment and Technical Committee is composed of the following three (3) directors:

Ms. Chantal Sorel (Chair) (Independent)
Mr. Claude Dufresne (Independent)
Mr. Luc Lessard (Non-Independent)

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for the monitoring of the Corporation’s corporate governance and nomination matters.

The Nominating and Corporate Governance Committee has the general mandate to (i) consider and assess all issues that may affect the Corporation in the areas of corporate governance and nomination generally; (ii) recommend actions or measures to the Board to be taken in connection with these two (2) areas; and (iii) monitor the implementation and administration of such actions or measures, or of corporate policies and guidelines adopted by regulatory authorities or the Board with respect to said two (2) areas.

Corporate governance practices determine the process and structure used to manage and run the internal and commercial business of the Corporation with a view to preserving its financial and operational integrity, complying with all applicable rules in general and increasing its value to Shareholders.

As regards corporate governance matters, the Nominating and Corporate Governance Committee is responsible for establishing practices which must be followed and should be in line with corporate governance rules and guidelines in effect from time to time as adopted by relevant authorities. The Nominating and Corporate Governance Committee is also responsible for recommending to the Board new candidates for directors and to assist the Board in the assessment of the performance of senior officers, of the Board and its committees and of individual directors.

The Nominating and Corporate Governance Committee met four (4) times during the most recently completed financial year. Since May 27, 2021, the Nominating and Corporate Governance Committee is composed of the following three (3) independent directors:

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Ms. Chantal Sorel (Chair)
Mr. Mario Caron  Ms. Paola Farnesi

Risk Oversight

The Board oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance Shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps Management is taking to manage those risks, but also understanding what level of risk is appropriate for the Corporation. The involvement of the full Board in setting the Corporation’s business strategy is a key part of its assessment of the Board’s tolerance to risk and also a determination of what constitutes an appropriate level of risk for the Corporation.

Board Effectiveness Assessment

Following the implementation of a formal procedure for assessing the performance of the Board and its Committee members in June 2016, a detailed questionnaire is distributed annually to each member of the Board in order to enable individual directors to provide feedback on the effectiveness of the Board and its standing Committees as well as the contribution of each member. The assessment is conducted on an anonymous basis through a web platform, which generates and produces a report of the assessment results. Thereafter, the Chair of the Nominating and Corporate Governance Committee discusses the results and any issues arising from the performance assessments with the members of the Nominating and Corporate Governance Committee in the presence of the Chair of the Board. The Chair of the Nominating and Corporate Governance Committee also reports to the full Board on the Board’s performance assessment.

The Nominating and Corporate Governance Committee assesses the operation of the Board and its standing Committees, the adequacy of information given to directors, communication between the Board and Management, the Board size and overall skills. The Nominating and Corporate Governance Committee also recommends changes to the Board in order to enhance its performance based on the survey feedback.

Board’s Skills Matrix

The Nominating and Corporate Governance Committee, together with the Board Chair, is responsible for determining the needs of the Board in the Long-Term and identifying new candidates to stand as nominees for election or appointment as directors.

The Board ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board.

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The Nominating and Corporate Governance Committee reviews annually the credentials of the members of the Board. The following table exemplifies the current skills that each nominee possesses:

	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*	*SKILLS*
*Directors*	*Months of* *Directorship*	*Financial*(1)	*M&A*(2)	*Industry* *Knowledge*(3)	*Technical* */Mining*(4)	*Government* *Relations*(5)	*Governance*(6)	*Human* *Resources*(7)	*Sustainability*(8)	*Management*(9)
Mario Caron	83									
Alexander Dann	20									
Claude Dufresne	10									
Paola Farnesi	71									
Luc Lessard	94									
Chantal Sorel	65									

NOTES:

(1) Financial: Ability to understand: (i) financial statements; (ii) financial controls and measures; (iii) capital markets; and (iv) financing options.

(2) Mergers and Acquisitions: Understanding of: (i) capital markets in friendly and unfriendly transactions; (ii) complexity of integration post-business continuation; and (iii) general legal requirements in mergers and acquisitions (“M&A”).

(3) Industry Knowledge : Understanding of the mining industry globally and the associated risks (including price and currency volatility, future growth, global supply, capital access, social license to operate and productivity).

(4) Technical/Mining: Understanding of: (i) exploration activities; (ii) mine operations, including risks/challenges/opportunities (mining, milling); (iii) ability to have knowledge of construction/development/planning/scheduling/monitoring of construction/contract administration/forecasting; and (iv) understanding of marketing of metals.

(5) Government Relations: Understanding of: (i) legislative and decision-making process of governments; and (ii) experience in dealing with governments (policy making, lobbying, etc.).

(6) Governance: Understanding of (i) the requirements/process for oversight of Management; (ii) ethical conduct and responsibilities; (iii) various stakeholder requirements; (iv) commitment of directorship; and (v) evolving trends with respect to governance of public companies.

(7) Human Resources: Ability to: (i) review management structure for large organization; (ii) develop/assess/monitor remuneration packages (salary, benefits, long-term and short-term incentives); and (iii) understand how to motivate people.

(8) Sustainability: Understanding of (i) environmental risks in the mining industry; (ii) government regulations with respect to environmental, health & safety; and (iii) understanding of and experience in community relations and stakeholder involvement.

(9) Management: Ability to (i) plan, operate and control various activities of a business; (ii) experience as a senior officer; (iii) lead growth.

Director Orientation and Education

In May 2017, the Corporation implemented a formal program for orientation of new directors and to provide easy access to documentation for current directors. The orientation program includes a new director’s handbook and the opportunity to visit an operating mine and the Horne 5 site. This reference guide provides information related to:

i. Board and Committee Charters;
ii. Corporate Policies and Procedures;
iii. Description of Role and Responsibilities of the Chair of the Board, Committee Chair and President and Chief Executive Officer;
iv. Information on the Board and Committees Composition;
v. Compensation structure;
vi. Board assessment results;
vii. Budget and financing information; and
viii. Various publications on governance matters, risk management, compensation issues, capital markets, gold and precious metals market information are also provided on an ongoing basis.

Throughout the year, Management provided to the Board of Directors monthly progress reports on Horne 5 Project. The Board and Committee members also receive formal presentations by Management and external advisors, and are provided documentation from various advisors and consultants on various topics in relation to the mining industry. In addition, new directors are briefed on the Corporation’s current property holdings and assets, ongoing exploration programs, overall strategic plans, short, medium and long-term corporate objectives, financials status, general business risks and mitigation strategies, site visits and existing company policies.

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The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed necessary. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies, particularly in the natural resource sector. 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.

Harassment Policy

In 2019, the Board of Directors adopted, following recommendations of the Compensation Committee, a policy on the prevention of psychological or sexual harassment in the workplace and the handling of complaints (the “ Harassment Policy ”). The Corporation does not tolerate nor accept any form of harassment, such as workplace violence (including domestic violence), psychological or sexual harassment, and discrimination. The Harassment Policy is intended to affirm the commitment of the Corporation to prevent and put an end to any situation of harassment in its business. It is also intended to establish the principles of intervention that are applied when a harassment complaint is filed or when harassment is reported to the Corporation or to their representatives, if any. All communications are forwarded directly to the Chair of the Compensation Committee, the Vice President, Environment and Sustainable Development and the Vice President, Legal Affairs and Corporate Secretary.

The Harassment Policy was last reviewed and amended by the Board of Directors on November 21, 2022.

Securities Ownership

A securities ownership guideline (the “ Guideline ”) for all non-executive directors was adopted by the Board of Directors, upon recommendation of the Compensation Committee, on November 10, 2017, in order to further align the long-term interests of the Corporation’s Shareholders and that of its directors. The Guideline provides direction to non-executive directors of the Corporation as to the level and amounts of ownership considered satisfactory in meeting the ownership requirements. Accordingly, non-executive directors are required to hold Common Shares of the Corporation in an amount equivalent to one time their annual cash retainer. The applicable method of calculation for the purpose of determining the value of the Common Shares held, is based on the higher of (i) cost of the acquisition or (ii) market value at time of determination. Each non-executive director shall have three years to comply with the Guideline starting from the date of approval or from the date of election or appointment whichever comes last.

As of the date hereof, all non-executive directors have attained their target ownership level, with the exception of Mr. Alexander Dann who was appointed to the Board of Directors on March 5, 2021 and Mr. Claude Dufresne who elected Director on December 20, 2021.

Policy regarding the Diversity of the Board of Directors

The Corporation is committed to diversity among its Board of Directors. On May 27, 2020, the Board adopted a policy regarding the diversity of the Board of Directors (the “ Diversity Policy ”), following recommendations of the Nominating and Corporate Governance Committee. In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation’s success. By bringing individuals from diverse backgrounds and giving each

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person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning Board, which will assist the Corporation to achieve its long-term goals.

At all times, the Corporation seeks to maintain a Board comprised of talented and dedicated directors with a mix of experience, skills and backgrounds collectively reflecting the strategic needs of the business and the nature of the environment in which the Corporation operates. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Corporation will consider candidates using objective criteria having due regard to the benefits of diversity and the needs of the Board.

The Corporation aspires to have and maintain at least thirty percent (30%) of women representation on the Board of the Corporation. The Board has not adopted formal targets for each of the other “designated groups” as defined in the Employment Equity Act , as the Board considers the representation of the “designated groups” in the process of selecting individual candidates.

With a view to enhancing Board diversity, the Nominating and Corporate Governance Committee will be guided by the following principles when recommending nominees for appointment to the Board:

(1) having candidates who are highly qualified based on their experience, expertise, skills and qualities; and
(2) evaluating candidates based upon their expertise with reference to skills identified as required by the Board in accordance with the director skills matrix.

In addition, when assessing the composition of the Board, the Nominating and Corporate Governance Committee’s principal focus is on ensuring that the Board has the diverse experiences, skills and backgrounds needed to oversee collectively the business of the Corporation. The Nominating and Corporate Governance Committee takes a balanced approach when considering the extent to which personal characteristics are taken into account to ensure the Board can fulfill its role in all respects.

The Diversity Policy is reviewed annually by the Nominating and Corporate Governance Committee to ensure it is effective in achieving its objectives. Any changes to the Diversity Policy as well as additional diversity achievements will be reported annually in the Corporation’s management information circular. A copy of the Diversity Policy is available on the Corporation’s website at www.falcores.com.

Directors

*Directors*
Designated Group	Target	Number	Achievement
Women	30%	2	33%
Aboriginal Persons	n/a	0	n/a
Persons with Disabilities	n/a	0	n/a
Members of Visible Minorities	n/a	0	n/a

Policy regarding the Diversity in Corporate Talent

The Corporation is committed to diversity among its Management team. On September 28, 2020, the Board adopted a policy regarding the diversity in corporate talent (the “ Management Diversity Policy ”) following recommendations of the Compensation Committee.

In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation’s success. By bringing together

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individuals from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity as defined in the Management Diversity Policy (“ Diversity ”) to be an important attribute of a well-functioning company, which will assist the Corporation to achieve its longterm goals.

The Corporation believes that Diversity enriches discussions and performance of its team in the pursuit of its short and long-term corporate objectives. Furthermore, the Corporation believes promotion of Diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for senior management roles in light of the needs of the Corporation without focusing on a single Diversity characteristic and, accordingly, has not adopted specific corporate talent Diversity goals other than the gender representation target. As part of its strategy to recruit and maintain a diversified organization, the Corporation will:

promote Diversity within its team, with particular emphasis on gender diversity;
promote the contribution of women and other members of the Designated Groups as defined in the Management Diversity Policy (“ Designated Groups ”) to the success of the organization;
assist in the development of women and other members of the Designated Groups within the organization through training, inside sponsorship and outside mentoring;
ensure that, for every open position within the organization, at least one female be considered as potential candidate;
encourage an awareness in all staff of their rights and responsibilities with regard to fairness, equity and respect for all aspects of Diversity;
actively participate in internal and external initiatives to promote Diversity in its industry with specific focus on gender diversity; and
provide work environment that accommodates family and work life balance, while maintaining a high achievement culture.

The Corporation will aim to have 25% of senior management roles held by women. The Corporation has not adopted formal targets for each of the other members of the Designated Groups, as the Corporation considers the representation of the other members of the Designated Groups in the process of selecting individual candidates.

The Management Diversity Policy is reviewed annually by the Compensation Committee to ensure it is effective in achieving its objectives. A copy of the Policy regarding Diversity in Corporate Talent is available on the Corporation’s website at www.falcores.com.

Senior Management

*Senior Management*
Designated Group	Target	Number	Achievement
Women	25%	2	40%
Aboriginal Persons	n/a	0	n/a
Persons with Disabilities	n/a	0	n/a
Members of Visible Minorities	n/a	0	n/a

The Vice President, Environment and Sustainable Development is also part of the NEOs (as defined under section entitled “Part 4: Named Executive Officer and Director Compensation” and represents 33%.

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Policy regarding Tenure on the Board of Directors

The Board of Directors is committed to a process of Board renewal and succession-planning for nonexecutive directors in order to balance the benefits of experience with the need for new perspectives to the Board while maintaining an appropriate degree of continuity and adequate opportunity for transition of Board and Board Committee roles and responsibilities. Accordingly, the Board adopted on September 23, 2020, following the recommendations of the Nominating and Corporate Governance Committee, a policy regarding the tenure on the Board of Directors (the “ Board Tenure Policy ”).

The Nominating and Corporate Governance Committee is responsible for recommending nominees for election to the Board and, in furtherance of such responsibility, it analyzes the competencies and skills of existing non-executive directors, oversees an annual director evaluation process, and assesses the current and future needs of the Board, including the need to comply with the Corporation’s Policy regarding the diversity of the Board of Directors (as more fully described below).

In order to assist the Nominating and Corporate Governance Committee and the Board in successionplanning for non-executive directors and appropriate Board renewal, the Board has adopted limits on Board tenure. Non-executive directors will not be re-nominated for election at an annual meeting after the earlier of the following has occurred:

such director has served 12 years following the later of (i) September 23, 2020 and (ii) the date on which the director first began serving on the Board (the “ Term Limit ”); or
such director has reached the age of 72 years old on or before the date of the annual or special meeting of Shareholders of the Corporation called in respect of the election of directors (the “ Retirement Age ”);

provided that , for greater certainty, there should be no expectation that a non-executive director will serve on the Board for the periods contemplated by the Term Limit or until such director reaches the Retirement Age (collectively the “ Board Tenure Limits ”).

Notwithstanding the foregoing, the Board Tenure Limits shall not apply to a non-executive director who has yet to be elected annually for the fifth consecutive time by the Shareholders. Once a non-executive director has been elected or re-elected for five (5) times, these Board Tenure Limits apply notwithstanding that such director has continued to receive satisfactory annual performance evaluations, has needed skills and experience and meets other Board policies or legal requirements for Board service.

Exceptionally, on a case-by-case basis and on the recommendation of the Nominating and Corporate Governance Committee, a non-executive director who has reached the Term Limit or the Retirement Age may be nominated to serve on the Board for up to a maximum of two (2) additional years.

In determining whether to make such a recommendation to the Board, the Nominating and Corporate Governance Committee shall consider the following factors, among others:

I. the director has received positive annual performance assessments; and
II. the Nominating and Corporate Governance Committee believes it is in the best interests of the Corporation that the director continues to serve on the Board.

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Notwithstanding the foregoing, the Board retains full discretion in approving such recommendation by the Nominating and Corporate Governance Committee.

In addition, directors are expected to inform the Chair of the Board or the Lead Director, as applicable, of any major change in their principal occupation so that the Board would have the opportunity to decide the appropriateness of such director’s continuance as a member of the Board or of a Board Committee. Directors are also expected to provide the Chair of the Board or the Lead Director, as applicable, with information as to all boards of directors that they sit on or that they have been asked to join so as to allow the Board to determine whether it is appropriate for such director to continue to serve as a member of the Board or of a Board Committee. The Nominating and Corporate Governance Committee will apply Board nominee selection criteria, including directors’ past contributions to the Board and availability to devote sufficient time to fulfill their responsibilities, prior to recommending directors for re-election for another term. A copy of the Board Tenure Policy is available on the Corporation’s website at www.falcores.com.

Tenure on the Board of Directors

The following table illustrates the age group, gender, applicable tenure and location of residence for each of the nominee non-executive directors:

	*AGE*	*AGE*	*GENDER*	*GENDER*	*APPLICABLE* *TENURE*	*APPLICABLE* *TENURE*	*REGION*	*REGION*
NAME	50 – 59	60 – 69	FEMALE	MALE	12 YEARS* (From September 2020 or the last Election)	72 YEARS OF AGE* (LAST ELECTION)	ONTARIO, CANADA	QUÉBEC, CANADA
Mario Caron Independent		√		√		2025	√
Alexander Dann Non-Independent	√			√	2033		√
Claude Dufresne Independent	√			√	2033			√
Paola Farnesi Independent	√		√		2032			√
Chantal Sorel Independent	√		√		2032			√

Board Tenure Limits shall not apply to a non-executive director who has yet to be elected annually for the fifth consecutive time by the Shareholders.

Environmental, Social and Governance Matters

Sustainable development is an intrinsic value that influences the Corporation’s decision-making process. The Corporation prioritizes environmental, social and governance (“ ESG ”) criteria to create value and contribute to the prosperity of host communities while minimizing or avoiding environmental impacts. The Corporation also ensures that the principles of sustainable development guide its decisions and actions through strong policies and transparent and enhanced disclosure in order to make the Corporation’s strategy on ESG matters more widely known and understood.

In terms of sustainability, the Corporation has an uncompromising roadmap, whether for the actions taken on the ground or for the decisions that will guide its future. The Corporation’s has an organizational structure supported by policies such as an Environmental Policy, Corporate Social Policy, Health and

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Safety Policy and Code of Ethics, among others. The Corporation also implements strategies to promote diversity including prioritizing the use of indigenous services for exploration and development activities. Through its board-level committees, ESG approach and strategies are recommended to the Board of Directors, as well as the relevant action plans.

Falco has specified the relative importance of ESG themes (materiality matrix (in french)). Additional information on the Corporation’s evolving governance practices can be found on the Corporation’s website at https:// https://www.falcores.com/en/sustainability/.

PART 4: NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

4.1 Executive Compensation

The information contained below is provided as required under Form 51-102F6V for Venture Issuers, as such term is defined in Regulation 51-102 respecting Continuous Disclosure Obligations .

Director and Named Executive Officer Compensation

For purposes of this Circular, Named Executive Officer (“ NEO s”) of the Corporation means, at any time during the most recently completed financial year:

(i) The Corporation’s chief executive officer (“ CEO ”);
(ii) The Corporation’s chief financial officer (“ CFO ”);
(iii) The most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(iv) Each individual who would be a named executive officer under paragraph (iii) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of the most recently completed financial year.

During the Corporation’s fiscal year ended June 30, 2022, the following individuals were NEOs of the Corporation:

Luc Lessard, President and Chief Executive Officer;
Anthony Glavac, Chief Financial Officer; and
Hélène Cartier, Vice President, Environment and Sustainable Development.

Compensation Advisory Fees

No advisory fees have been incurred by the Corporation for compensation consultants for the fiscal years ended June 30, 2022 and June 30, 2021.

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NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION, EXCLUDING COMPENSATION SECURITIES

The following table details all compensation paid to the Corporation’s NEOs and directors for the fiscal years ended June 30, 2022 and June 30, 2021:

		Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of all Other Compensation ($)	Total Compensation ($)
Luc Lessard(1) President, CEO and Director	2022	200,000	100,000	Nil	Nil	Nil	300,000
	2021	200,000	100,000	Nil	Nil	Nil	300,000
Anthony Glavac(2) CFO	2022	110,000	49,700	Nil	Nil	Nil	159,700
	2021	95,000	49,850	Nil	Nil	Nil	144,850
Hélène Cartier Vice President, Environment and Sustainable Development	2022	222,000	108,200	Nil	Nil	Nil	330,200
	2021	208,085	79,771	Nil	Nil	Nil	287,856
Mario Caron(3) Chair of the Board and former Lead Director	2022	37,650	Nil	Nil	Nil	Nil	37,650
	2021	35,100	Nil	Nil	Nil	Nil	35,100
Bryan A. Coates(4) Former Chair of the Board	2022	16,430	Nil	Nil	Nil	Nil	16,430
	2021	36,120	Nil	Nil	Nil	Nil	36,120
Alexander Dann Director	2022	20,530	Nil	Nil	Nil	Nil	20,530
	2021	6,500	Nil	Nil	Nil	Nil	6,500
Claude Dufresne(5) Director	2022	11,180	Nil	Nil	Nil	Nil	11,180
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Paola Farnesi Director	2022	29,520	Nil	Nil	Nil	Nil	29,520
	2021	30,520	Nil	Nil	Nil	Nil	30,520
Chantal Sorel Director	2022	24,530	Nil	Nil	Nil	Nil	24,530
	2021	23,600	Nil	Nil	Nil	Nil	23,600

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NOTES:

(1) As per the terms and conditions of the Management and Technical Services Agreement entered into between the Corporation and Osisko Development, Mr Lessard’s compensation is originally paid by Osisko Development and thereafter invoiced to Falco on a monthly basis.
(2) On November 13, 2019, Mr. Anthony Glavac was appointed Chief Financial Officer. In addition, Mr. Glavac is also Chief Financial Officer of Osisko Metals Incorporated (“ Osisko Metals ”) since August 17, 2018 and based on a management and technical services agreement with Osisko Metals, a monthly fee of $8,250 for the year ended June 30, 2022 in respect of Mr. Glavac’s services as Chief Financial Officer is paid to the Corporation. On December 11, 2019, Mr. Glavac was also appointed Chief Financial Officer of NioBay Metals Inc. (“ NioBay ”) and based on a management and technical services agreement with NioBay, a monthly fee of $5,600 for the year ended June 30, 2022 in respect of Mr. Glavac’s services as Chief Financial Officer is paid to the Corporation.
(3) Mr. Mario Caron was appointed Chair of the Board following the resignation of Mr. Bryan A. Coates. As a result of his appointment, he ceased to act as Lead Director.
(4) Mr. Bryan A. Coates ceased to act as a Director of the Corporation on December 17, 2021.
(5) Mr. Claude Dufresne was elected Director at the Annual Meeting of Shareholders held on December 20, 2021.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table lays out all compensation securities granted or issued to the Corporation’s NEOs and directors by the Corporation or one of its subsidiaries during the fiscal year ended June 30, 2022, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, number of Underlying Securities and Percentage of Class(1)(2)(3)	Date of Issue or Grant (m-d-y)	Issue Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Financial Year End ($)	Expiry Date (m-d-y)
Luc Lessard President, CEO and Director	Options	500,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Anthony Glavac, CFO	Options	300,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Hélène Cartier Vice President, Environment and Sustainable Development	Options	300,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Mario Caron Chair of the Board and former Lead Director	Options	250,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Bryan A.(4) Coates	Options	n/a	n/a	n/a	n/a	n/a	n/a
Alexander Dann	Options	200,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Claude Dufresne	Options	200,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Paola Farnesi Director	Options	200,000	02-25-2022	0.40	0.29	0.23	02-25-2027
Chantal Sorel Director	Options	200,000	02-25-2022	0.40	0.29	0.23	02-25-2027

NOTES:

(1) None of the compensation securities have been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

(2) Vesting terms of the Options for NEOs and directors vest as to one third on each of the first, second and third anniversary of the date of grant and expire within five years from the date of grant. As of the date of this Circular, none of the Options granted during the most recently completed financial year have vested and such Options represent approximately 1% of the Corporation’s issued and outstanding Common Shares.

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(3) As at June 30, 2022, the following persons held the following number of Options to acquire as much Common Shares: Luc Lessard: 3,148,600 Options; Anthony Glavac: 932,000 Options, Hélène Cartier: 1,551,900 Options, Mario Caron: 1,254,300 Options, Options; Alexander Dann: 830,000 Options; Claude Dufresne: 250,000; Paola Farnesi: 1,204,300 Options; and Chantal Sorel: 1,275,700 Options.
(4) Mr. Bryan A. Coates ceased to act as Director of the Corporation on December 17, 2021.

No Options were exercised by the Corporation’s directors and NEOs during the financial year ended year ended June 30, 2022.

On November 21, 2014, the Board originally adopted the LTIP for directors, officers, employees and consultants, which was thereafter ratified by the Shareholders on December 23, 2014, and approved by the TSXV. The LTIP was subsequently amended in November 2016, in November 2017 and in February 2021. The Amended LTIP has been approved unanimously by the Board on December 12, 2022. For the purpose of this section, references to the LTIP shall be deemed to refer to the Amended LTIP and to include all amendments summarized above under the heading “2.5 Corporation’s Amended Long-Term Incentive Plan” in this Circular.

This summary is qualified in all respects by the full text of the Amended LTIP, a copy of which is available on the Corporation’s website or may be obtained upon request addressed to the Vice President, Legal Affairs and Corporate Secretary of the Corporation at 1100, Avenue des Canadiens-de-Montreal, Suite 300, Montréal, Québec, H3B 2S2 (facsimile: (514) 940-0669).

In accordance with the LTIP, the securities issuable are:

Deferred share units (“ DSUs ”) and restricted share units (“ RSUs ”), which can be settled in cash or in Common Shares;
Performance share units (“ PSUs ”), which can be settled in cash or in Common Shares; and
Stock options (“ Options ”), which are settled in Common Shares.

The purpose of the DSUs, RSUs, PSUs and Options is to assist the Corporation in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation designated at the Compensation Committee’s discretion, to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the grantees designated under the LTIP and those of Shareholders.

Under the LTIP, the aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards granted under the LTIP, shall not exceed 10% of the issued and outstanding Common Shares, outstanding at the time of the granting of the award (on a nondiluted basis, excluding any Options granted to Eligible Charitable Organizations, as such term is defined in the LTIP). In respect of PSUs, the maximum number of Common Shares issuable under the grant shall be included in the calculation for such purposes.

Deferred Share Units

A DSU is a notional security that entitles the recipient to receive cash or Common Shares upon resignation from the Board (in the case of directors) or at the end of employment. The terms applicable to DSUs under the LTIP (including whether dividend equivalents will be credited to a participant’s DSU account) are determined by the Board at the time of the grant.

Typically, DSUs have been granted (i) as a component of a director’s annual retainer, or (ii) as a component of an officer’s annual incentive grant. The deferral feature strengthens alignment with the long-term interests of Shareholders.

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If and when dividends are declared, additional DSUs may be credited to DSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established for such dividends by (ii) the Market Price (as defined in the LTIP) of one share on such record date. DSUs vest in accordance with their grant agreement, provided that no DSU may vest before the date that is one year following the date it is granted or issued, except if such vesting is in connection with (i) a change of control, take-over bid, reverse take-over or other similar transaction or (ii) except in the event of death of the participant.

Restricted Share Units

An RSU is a notional security that entitles the recipient to receive cash or Common Shares at the end of a vesting period. The terms applicable to RSUs under the LTIP (including the vesting schedule and whether dividend equivalents will be credited to a participant’s RSU account) are determined by the Board at the time of the grant.

RSUs vest upon lapse of the applicable restricted period. For employees, vesting generally occurs in three equal instalments on the first three anniversaries of the grant date. RSUs vest in accordance with their grant agreement, provided that no RSU may vest before the date that is one year following the date it is granted or issued, except if such vesting is in connection with (i) a change of control, take-over bid, reverse takeover or other similar transaction or (ii) except in the event of death of the participant.

If and when dividends are declared, additional RSUs may be credited to RSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established for such dividends by (ii) the Market Price (as defined in the LTIP) of one share on such record date.

Performance Share Units

A PSU is a notional security but, unlike other equity-based incentives, vesting is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of Shareholders. The terms applicable to PSUs under the LTIP (including the performance cycle, performance criteria for vesting and whether dividend equivalents will be credited to a participant’s PSU account) are determined by the Board at the time of the grant.

PSUs do not vest, and cannot be paid out (settled), until the completion of the performance cycle. For Canadian holders, the performance cycle shall in no case end later than December 31 of the calendar year that is three years after the grant date. PSUs vest in accordance with their grant agreement, provided that no PSU may vest before the date that is one year following the date it is granted or issued, except if such vesting is in connection with (i) a change of control, take-over bid, reverse take-over or other similar transaction or (ii) except in the event of death of the participant.

Unless otherwise determined by the Board, or unless otherwise provided in the participant’s service agreement or award agreement (provided, however, that any DSU, RSU or PSU granted or issued to a participant who is a director, officer, employee or consultant of the Corporation must expire within a reasonable period, not exceeding 12 months, following the date the participant ceases to be an eligible participant), if a participant’s employment, service or engagement terminates in any of the following circumstances, DSUs, RSUs and PSU shall be treated in the manner set forth below:

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Reason for Termination	Treatment of DSUs, RSUs and PSUs
*Death*	Outstanding DSUs, RSUs and PSUs that were vested on or before the date of death shall be settled as of the date of death. Outstanding DSUs, RSUs and PSUs that were not vested on or before the date of death shall vest and be settled as of the date of death, prorated to reflect the actual period between (i) the grant date in case of DSUs or RSUs or (ii) the commencement of the performance cycle and the date of death (in the case of PSUs, based on the participant’s performance for the applicable performance period(s) up to the date of death). Subject to the foregoing, any remaining DSUs, RSUs and PSUs shall in all respects terminate as of the date of death.
*Retirement*	Outstanding DSUs, RSUs and PSUs that were vested on or before the date of retirement shall be settled as of the date of retirement. Outstanding DSUs, RSUs and PSUs that would have vested on the next vesting date following the date of retirement shall be settled as of such vesting date. Subject to the foregoing, any remaining DSUs, RSUs and PSUs shall in all respects terminate as of the date of retirement.
*Disability*	Outstanding DSUs, RSUs and PSUs as of the date of disability shall continue to vest and be settled in accordance their terms (in the case of PSUs, based on the participant’s performance for the applicable performance period(s) up to the date of disability). Subject to the foregoing, any remaining DSUs, RSUs and PSUs shall in all respects terminate as of the date of disability.
*Resignation*	Outstanding DSUs, RSUs and PSUs that were vested on or before the date of resignation shall be settled as of the date of resignation, after which time the DSUs, RSUs and PSUs shall in all respects terminate.
*Termination* *without* *Cause/Wrongful* *Dismissal - No* *Change* in *Control* *Involved*	Outstanding DSUs, RSUs and PSUs that were vested on or before the termination date shall be settled as of the termination date. Outstanding DSUs, RSUs and PSUs that would have vested on the next vesting date following the termination date (in the case of PSUs, prorated to reflect the actual period between the commencement of the performance cycle and the termination date, based on the participant’s performance for the applicable performance period(s) up to the termination date) shall be settled as of such vesting date. Subject to the foregoing, any remaining DSUs, RSUs and PSUs shall in all respects terminate as of the termination date.
*Change* in *Control*	DSUs, RSUs and PSUs do not vest and become immediately exercisable upon a change in control, unless: • the successor fails to continue or assume the obligations under the LTIP or fails to provide for a substitute award, or • if the DSU, RSU or PSU is continued, assumed or substituted, the participant is terminated without cause (or constructively dismissed) within two (2) years following the change in control, subject to any required approvals of the TSXV.
*Termination of* *the Participant* *for Just Cause*	Outstanding DSUs, RSUs and PSUs (whether vested or unvested) shall automatically terminate on the termination date and be forfeit.

No RSUs, PSUs or DSUs have been awarded during the most recently completed financial year and since the original adoption of the LTIP on November 21, 2014, and none are outstanding as at the end of the most recently completed financial year.

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Stock Options

Stock Options
Option Terms and Exercise Price	The number of Common Shares subject to each Option grant, exercise price, vesting, expiry date and other terms and conditions are determined by the Board. The exercise price shall in no event be lower than the Market Price (as defined in the TSXV Corporate Finance Manual) of the Common Shares at the date of grant, less any allowable discounts.
Term	Options shall be for a fixed term and exercisable as determined by the Board, provided that no Option shall have a term exceeding ten years. Options granted to any Eligible Charitable Organization shall expire on or before the earlier of (i) the date that is ten years from the date the Options were granted; and (ii) the 90thday following the date the holder of the Options ceases to be an Eligible Charitable Organization.
Vesting	All Options granted pursuant to the LTIP will be subject to such vesting requirements as may be imposed by the Board, with all Options issued to consultants performing Investor Relations Activities vesting in stages over at least 12 months with no more than 1/4 of the Options vesting in any three-month period.
Participation Limits	When combined with all of the Corporation’s other previously established security- based compensation arrangements, including the limitation imposed on the maximum number of Common Shares which may be issued upon the exercise or redemption and settlement for all awards, the LTIP shall not result in the grant: (i) to insiders, within a 12 month period, of a number of awards exceeding 10% of the issued Common Shares of the Corporation; (ii) of a number of Common Shares issuable to insiders at any time exceeding 10% of the issued and outstanding Common Shares; (iii) to any one person in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding five percent (5%) of the issued and outstanding Common Shares of the Corporation, calculated at the date of grant, unless the Corporation has obtained the requisite disinterested shareholder approval to the grant; (iv) to any one consultant in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding 2% of the issued and outstanding Common Shares of the Corporation, calculated at the date of grant; (v) in any 12 month period, to persons employed or engaged by the Corporation to perform Investor Relations Activities which could, when exercised, result in the issuance of Common Shares exceeding, in aggregate, 2% of the issued and outstanding Common Shares of the Corporation, calculated at the date of grant; or (vi) to Eligible Charitable Organizations, Options which could, when exercised, result in the issuance of Common Shares exceeding, in aggregate, 1% of the issued and outstandingCommon Shares of the Corporation,calculated at the date ofgrant.
Exercise of Option	The Board, in its sole discretion, may permit the exercise of an Option (i) by payment of the exercise price per Common Share subject to each Option, (ii) through a cashless exercise mechanism or (iii) through a net exercise mechanism.
Circumstances Involving Cessation of Entitlement to Participate	Reasons for Termination	Vesting	Expiry of Options
	*Death*	Unvested Options automatically vest as of the date of death	Options expire on the earlier of the scheduled expiry date of the Option and one year following the date of death

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*Disability*	Options continue to vest in accordance with the terms of the Option	Options expire on the scheduled expiry date of the Option, unless the participant ceases to qualify as an Eligible person under the Plan, in which case the option shall expire on the earlier of the scheduled expiry date and up to one year following the date cessation
*Retirement*	Options continue to vest in accordance with the terms of the Option	Options expire on the earlier of the scheduled expiry date of the option and up to one year following the date of retirement
*Resignation*	Unvested Options as of the date of resignation automatically terminate and shall be forfeited	Options expire on the earlier of the scheduled expiry date of the Option and three months following the date of resignation Options granted to persons engaged primarily to provide Investor Relations Activities expire on the earlier of the scheduled expiry date of the Option and 30 days following the date of resignation
*Termination* *without Cause/* *Constructive* *Dismissal (No* *Change in* *Control)*	Unvested Options continue to vest in accordance with the terms of the Option	Options expire on the earlier of scheduled expiry date of the Option and one year following the termination date
*Change in* *Control*	Options do not vest and become immediately exercisable upon a change in control, unless: • the successor fails to continue or assume the obligations under the LTIP or fails to provide for a substitute award, or • if the Option is continued, assumed or substituted, the participant is terminated without cause (or constructively dismissed) within two (2) years following the change in control, subject to any required approvals of the TSXV	Options expire on the scheduled expiry date of the Option

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		*Termination* *with Cause*	Options granted, whether vested or unvested as of the termination date, automatically terminate and shall be forfeited	Options granted, whether vested or unvested as of the termination date, automatically terminate and shall be forfeited

A copy of the Corporation’s LTIP is available on the Corporation’s website and may be obtained upon request addressed to the Vice President, Legal Affairs and Corporate Secretary of the Corporation at 1100, des Canadiens-de-Montréal Avenue, Suite 300, Montréal, Québec, H3B 2S2 (facsimile: 514-940-0669).

The Compensation Committee and the Board believe that equity-based compensation plans are the most effective way to align the interests of Management with those of Shareholders. Long-term incentives must also be competitive with the Peer Group and align with the Corporation’s compensation philosophy to target the market median.

In determining the number of Options to be granted to the executive officers and directors, the Board or the Compensation Committee, as the case may be, takes into account the number of stock options, if any, previously granted to each executive officer and director and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV.

4.2 Oversight and Description of Director and Named Executive Compensation

Executive Officers

The Corporation’s executive compensation philosophy is based on pay for performance and prudent risk management to motivate the senior leadership to execute corporate strategy in a manner that delivers strong results for Shareholders.

Objectives of the Executive Compensation Program

The Corporation’s executive compensation practices underpin a number of objectives:

Attract, motivate and retain highly qualified and experienced executives;
Recognize and reward contributions to the success of the Corporation as measured by the accomplishment of performance objectives;
Ensure that a significant proportion of compensation is directly linked to the success of the Corporation while not encouraging excessive or inappropriate risk-taking;
Promote adherence to the high standards and values reflected in the Corporation’s Code of Ethics;
Ensure retention by setting total direct compensation targets at a level that is competitive with the markets in which the Corporation competes; and
Protect long-term Shareholder interests by ensuring NEOs and other interests are aligned with those of Shareholders.

Fundamentally, the Corporation’s compensation practices are intended to promote value-creation actions for the benefit of Shareholders, and to reward individual and team efforts for meeting short-term and longterm objectives.

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Executive Compensation Strategy

NEOs do not control a number of significant factors that impact financial results, including commodity prices, foreign exchange rates, and regulatory uncertainty. Compensation program design thus considers factors over which the executive officers can exercise control, such as meeting budget targets established by the Board of Directors at the beginning of each year, controlling costs, mitigating risks, taking successful advantage of business opportunities and enhancing the competitive and business prospects of the Corporation.

Total Compensation Components

The Compensation Committee believes that the objective of NEO compensation practices should be to align the Total Direct Compensation (as hereinafter defined) with that of similar sized companies. Total Direct Compensation is the total of base salary (or consulting fees), annual incentive bonus and the value of equitylinked long-term incentive compensation.

Elements	Description	Objectives
	Base salary is determined through an analysis of a	Attraction, retention and
Base Salary	comparator group. It reflects the capability of the individual as demonstrated over an extended period	motivation; Annual salary adjustments as
	of time.	appropriate.
	Annual cash incentive bonus is a portion of variable	Pay for performance;
Annual	compensation that is designed to reward executives	Align with business strategy;
Incentive	on an annual basis for achievement of corporate	Attraction, retention and
Bonus	and business objectives, relative to corporate and	motivation.
	individualperformance.
	Equity compensation is a portion of variable	Align to Shareholder interests;
Long-Term Incentives	compensation that is designed to align executive and Shareholder interests, focus executives on long-term value creation, and also support the	Pay for performance; Attraction, retention and motivation.
	retention of keyexecutives.
	Executives who are employees participate in	Attraction and retention.
Benefits	standard corporate medical, extended health and
	dental insurance.

Total Direct Compensation

The Corporation’s executive officer’s total compensation is composed of three major components: base salary, short-term incentives and long-term incentives.

Base Salary

Base salaries (or consulting fees) of the Corporation’s executive officers are determined through an analysis of salaries paid by companies in a comparator group, as well as individual performance measured against the achievement of business objectives. Base salaries are normally reviewed at the beginning of each calendar year. The President and Chief Executive Officer recommends base salary adjustments to the Compensation Committee for the NEOs, other than himself, and other officers. The Compensation Committee determines the base salary adjustment for the President and Chief Executive Officer taking into

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consideration the performance of the President and Chief Executive Officer, market conditions and the Corporation’s ability to pay.

Short-Term Incentives

The short-term incentive program is a variable element of compensation and consists of an annual cash bonus. Annual bonuses may be awarded at the sole discretion of the Board, based on recommendations of the Compensation Committee, for team achievements, contributions and efforts that the Compensation Committee has determined can reasonably be expected to have a positive impact on Shareholder value.

The short-term incentive program for the NEOs is based on their performance as a team against corporate objectives approved by the Board of Directors and bonuses are paid in full following award approved by the Board of Directors, at its full discretion, based on recommendation of the Compensation Committee. The annual incentive compensation for each of the NEOs has been established at 75% of their respective target, which is 50% of base salary. The 2021 Corporate Objectives were approved by the Board of Directors, upon recommendation of the Compensation Committee. Furthermore, the Compensation Committee monitored the progress made in reaching such objectives. As part of its duties and responsibilities and in conjunction with year-end assessment, the Compensation Committee reviewed the realization of the Corporation’s objectives and thereafter met with Management for discussion and consideration of each element contained in the 2021 Corporate Objectives. Based on its review, the Compensation Committee provided a recommendation to the Board and, accordingly, the Board approved the following assessment of the 2021 Corporate Objectives set forth below:

#	Performance		Assessment	Objective
	Commitment	Description	%	%

A	Health & Safety	Execute the 2021 Program without any incidents (no lost time).	5%	5%
B	Environmental Responsibility	Execute the 2021 Program without any non- conformity (noreportableincidents).	5%	5%
C	Community Relations	Maintain Falco’s “Social License” with the Town Council of Rouyn-Noranda, the Rouyn-Noranda Chamber of Commerce, the Citizens of Rouyn- Noranda, in addition to the Consulting Committee. Enhance and develop our relationship with Aboriginal Communities. Complete at least four (4) Communication Activities withtheProject Stakeholdersin 2021.	10%	10%
D	Permitting	Pursue best efforts to obtain Glencore’s authorization to complete and file all documentation required by the Ministry of the Environment and the Fight Against Climate Change (“MELCCFP”) (to obtain Environmental Impact Study (“EIS”) acceptability. Obtain dewatering construction permit in 2021 from the MELCCFP. Pursue best efforts to obtain clear mining titles on the Horne 5 Project (Glencore/Ministère de l’Énergie et desRessourcesnaturelles.	12%	20%

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#	Performance		Assessment	Objective
	Commitment	Description	%	%

E	Third Party Development	Complete Glencore Work Program. Initiate the Glencore operating license negotiation (including financial guarantees). Obtain approval from Glencore to initiate dewatering program. Initiate site construction at Levasseur as part of the relocation process of the Sintra-Lamothe infrastructure. Sign the option agreement (securing titles) with First Quantum.	30%	35%
F	Project Execution	Publish 43-101 Update Horne 5 Project Feasibility Study. Complete second phase of Playground relocation on budget. Initiate site construction for relocation of the City’s Eco- Center. Initiate constructionofdewateringinfrastructure.	6%	10%
G	Investor Relations/ Finance	Execute the Board approved 2021 Expenditure Program. Raise a minimum of $50 million during the year. Complete an overall corporate risk assessment which will include the Corporation’s ESG development and strategy. Develop relationships with potential JV partners, bankinginstitutions andkey shareholders.	7%	15%
Total:			75%	100%

Reviewing Performance

The President and Chief Executive Officer and senior management, in consultation with the Board, are responsible for developing the Corporation’s overall strategic plan. On the basis of the strategic plan, annual business plans and budgets are prepared, which are reviewed and approved by the Board.

Risk management is a consideration of the Board when implementing its compensation program. The Board and the Compensation Committee does not believe that the compensation program results in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Corporation.

Directors’ Compensation

Annual retainers for the Board and its Committees are paid on a quarterly basis to non-executive directors only.

During the fiscal year ended June 30, 2022, the Directors’ Compensation Policy consisted of the following components:

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Annual Retainers – Board	Annual Retainers – Board
Chair of the Board $35,000
Lead Director	$30,000
Non-Executive Director $20,000
Annual Retainers– Committees/Members and Chairs
Chair of the Audit Committee $7,500
Chair of all other Committees $2,000
Non-Executive Member of a Committee $1,000
Incentives (Options)– Initial and Annual ($ Value)
Annual Grant to Chair of the Board $120,000
Annual Grant to a Non-Executive Director $80,000
Initial one-time Grant to Chair of the Board $85,000
Initial one-time Grant to a Non-Executive Director $50,000

Directors are entitled to participate in security-based compensation arrangements or other plans adopted by the Corporation from time to time with the approval of the Board.

NEOs who also act as directors of the Corporation do not receive any additional compensation for services rendered in such capacity, other than as paid by the Corporation to such NEOs in their capacity as executive officers.

Proportion of Common Shares Held by Directors and Executive Officers

Collectively, as of October 31, 2022, the directors and executive officers of the Corporation, as a group, own directly or indirectly, 2,984,147 Common Shares representing approximately 1.10% of the issued and outstanding Common Shares. In addition, Osisko Development owns or exercises control over 46,885,240 Common Shares representing approximately 17.3% of the issued and outstanding Common Shares. Mr. Alexander Dann is a nominee of Osisko Development and Mr. Luc Lessard, President, Chief Executive Officer and director of the Corporation is also an officer and shareholder of Osisko Development.

Pension Benefits

The Corporation does not have a pension plan that provides for payments or benefits to the NEOs, nor to the directors.

4.3 Termination and Change of Control Benefits

Mr. Luc Lessard has an employment agreement as the Corporation’s President and Chief Executive Officer that outlines base salary and other elements of total compensation which was put into place upon his appointment. The Corporation is entitled to terminate its employment agreement with Mr. Lessard at any time for cause which would entitle Mr. Lessard to receive his base salary and the Corporation would also continue his benefits up to and including the date of termination. The Corporation would reimburse Mr. Lessard for any business expenses reasonably incurred by the latter up to and including the termination date in accordance with the Corporation’s normal expenses policy.

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In the event of a termination by the Corporation without cause, Mr. Lessard shall be entitled to: (i) his base salary accrued and unpaid up to and including the date of termination; (ii) a lump sum payment equal to one (1) year base salary and (iii) a one (1) year bonus, provided that where the executive has been employed for two (2) years or more, the bonus for purposes of such shall be the average of the bonus paid by the Corporation to the executive for each of the two (2) calendar years immediately preceding the termination date. If employed less than two (2) years, the bonus for such purposes shall be 50% of the executive’s base salary; (iv) continuation in the benefits plan until the date that is eight (8) weeks from the termination date; (v) any stock options or other equity compensation awards which have been awarded shall vest and be exercisable in accordance with the applicable plan; and (vi) the Corporation will pay the executive an amount equal to all accrued but unused vacation time determined as of the termination date. The amount of such payment will be determined based upon the executive’s base salary on the termination date.

Should the executive’s employment with the Corporation be terminated within 12 months following a change of control, Mr. Lessard shall be entitled to: (i) his base salary accrued and unpaid up to and including the date of termination; (ii) a lump sum payment equal to one (1) year base salary; (iii) a one (1) year bonus, provided that where the executive has been employed for two (2) years or more, the bonus for purposes of such shall be the average of the bonus paid by the Corporation to the executive for each of the two (2) calendar years immediately preceding the termination date. If employed less than two (2) years, the bonus for such purposes shall be the maximum bonus; (iv) continuation in the benefits plan until the date that is eight (8) weeks from the termination date; (v) any stock options or other equity compensation awards which have been awarded shall vest and be exercisable in accordance with the applicable plan; and (vi) the Corporation will pay the executive an amount equal to all accrued but unused vacation time determined as of the termination date. The amount of such payment will be determined based upon the executive’s base salary on the termination date.

The employment agreement described above also provides for non-compete and non-solicitation restrictions upon termination of employment.

Mr. Anthony Glavac and Ms. Hélène Cartier each have an employment agreement as executive officers of the Corporation that outlines base salary and other elements of total compensation, which was put into place upon their appointment. The Corporation is entitled to terminate the respective employment agreements with Mr. Glavac and Ms. Cartier, at any time for cause, which would entitle Mr. Glavac and Ms. Cartier to receive their base salary and the Corporation would also continue the benefits up to and including the date of termination. The Corporation would reimburse Mr. Glavac and Ms. Cartier for any business expenses reasonably incurred by them up to and including the termination date in accordance with the Corporation’s normal expenses policy.

In the event of a termination by the Corporation without cause, Mr. Glavac and Ms. Cartier shall be entitled to: (i) the base salary accrued and unpaid up to and including the date of termination; (ii) a lump sum payment equal to one (1) year base salary; and (iii) a one (1) year bonus, provided that the executive has been employed for two (2) years or more, the bonus for purposes of such shall be the average of the bonus paid by the Corporation to the executive for each of the two (2) calendar years immediately preceding the termination date. If employed less than two (2) years, the bonus for such purposes shall be 50% of the executive’s base salary; (i) continuation in the benefits plan until the date that is eight (8) weeks from the termination date; (ii) any stock options or other equity compensation awards which have been awarded shall vest and be exercisable in accordance with the applicable plan; and (iii) the Corporation will pay the executive an amount equal to all accrued but unused vacation time determined as of the termination date. The amount of such payment will be determined based upon the executive’s base salary on the termination date.

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Should the executive’s employment with the Corporation be terminated within 12 months following a change of control, Mr. Glavac and Ms. Cartier shall be entitled to: (i) the base salary accrued and unpaid up to and including the date of termination; (ii) a lump sum payment equal to one (1) year base salary; and (iii) a one (1) year bonus, provided that where the executive has been employed for two (2) years or more, the bonus for purposes of such shall be the average of the bonus paid by the Corporation to the executive for each of the two (2) calendar years immediately preceding the termination date. If employed less than two (2) years, the bonus for such purposes shall be the maximum bonus; (i) continuation in the benefits plan until the date that is eight (8) weeks from the termination date; (ii) any stock options or other equity compensation awards which have been awarded shall vest and be exercisable in accordance with the applicable plan; and (iii) the Corporation will pay the executive an amount equal to all accrued but unused vacation time determined as of the termination date. The amount of such payment will be determined based upon the executive’s base salary on the termination date.

4.4 Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding the number of Common Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the LTIP as at June 30, 2022:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Common Shares remaining available for future issuance under equity compensation plans(1)
Equity compensation plans approved by securityholders	16,221,867	$0.44	10,935,920
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
Total	16,221,867	$0.59	10,935,920

NOTE:

(1) Based on the total number of Common Shares authorized for issuance under the Corporation’s LTIP, less the number of stock options outstanding as at June 30, 2022.

PART 5: OTHER INFORMATION

5.1 Indebtedness of Directors and Executive Officers

As of December 9, 2022, no director, officer, employee, proposed nominee for election as a director of the Corporation or any of their respective associates, nor any former executive officer, director and employee of the Corporation, has been indebted, or is presently indebted, to the Corporation or any of its subsidiaries, or to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries. During the year ended June 30, 2022, the Corporation did not grant any loan to such persons.

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5.2 Interest of Informed Persons in Material Transactions

Since the commencement of Falco’s most recently completed fiscal year, no director or executive officer of Falco, no director or executive officer of an entity that is itself an informed person or a subsidiary of the Corporation or Shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Corporation.

5.3 Management Contracts

A Mutual Management and Technical Services Agreements is in effect since January 1, 2021 between the Corporation and Osisko Development with respect to technical, corporate, administrative and clerical and office, and other additional services that may be requested. The management functions of the Corporation are not performed to any substantial degree by any person or company other than the directors and executive officers of the Corporation.

5.4 Other Matters

Management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

Other than as specifically discussed under Part 2 – Business of the Meeting of this Circular, no director, executive officer or proposed nominees for election as a director of the Corporation, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, by way of beneficial ownership of shares or otherwise, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

5.5 Shareholder Proposals for the 2023 Annual Meeting

Shareholder proposals submitted to the Corporation for the next Annual Meeting of the Shareholders must be received during the 60-day period beginning on August 26, 2023 and ending on October 24, 2023.

5.6 Additional Information

Additional information regarding the Corporation and its business activities is available on SEDAR at www.sedar.com. A copy of the Corporation’s audited financial statements and management discussion and analysis (MD&A) for the financial year ended June 30, 2022, may be obtained upon request from Anthony Glavac, Chief Financial Officer, 1100, Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2 or by e-mail to [email protected].

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5.7 Approval of Directors

The Board of Directors of the Corporation has approved the contents of the Circular and its sending to the Shareholders.

DATED at Montréal, Québec, 12[th] day of December, 2022.

ON BEHALF OF THE BOARD OF FALCO RESOURCES LTD.

“Luc Lessard” Luc Lessard President, Chief Executive Officer and Director

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SCHEDULE “A” BOARD OF DIRECTORS CHARTER

I. OVERALL ROLE AND RESPONSIBILITY

The Board of Directors (the “ Board ”) of Falco Resources Ltd. (the “ Corporation ”) is elected by the Corporation’s shareholders to supervise the management of the business and affairs of the Corporation.

The Board monitors the manner in which the Corporation conducts its business as well as the senior management responsible for the day-to-day operations of the Corporation. It sets the Corporation’s policies, assesses their implementation by management and reviews the results.

The prime stewardship responsibility of the Board is to ensure the viability of the Corporation and to ensure that it is managed in the best interest of the Corporation and its shareholders as a whole while taking as well into account the interests of other stakeholders. Directors shall exercise their business judgment in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board’s main expectations of the Corporation’s management are to protect the Corporation’s interests and ensure the long-term growth of shareholder value.

II. MEMBERSHIP AND QUORUM

The Board shall be composed of a minimum of 3 and a maximum of 12 members. The Board shall also be constituted with a majority of individuals who qualify as independent directors, as per the standards of independence established in Regulation 58-101 respecting Disclosure of Corporate Governance Practices and Regulation 52-110 respecting Audit Committees .

The quorum at any duly constituted meeting of the Board is a majority of directors in office.

III. STRUCTURE AND OPERATIONS

Proceedings and meetings of the Board are governed by the provisions of the by-laws of the Corporation relating to the regulation of the meetings and proceedings of the Board insofar as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board in regards to committee composition and organization.

IV. DUTIES AND RESPONSIBILITIES OF THE BOARD

In addition to statutory responsibilities, the Board, either directly or through one of its committees, assumes responsibility for:

(a) satisfying itself , to the extent feasible, as to the integrity of the President and Chief Executive Officer (“ CEO ”) and other senior officers, and that the CEO and other senior officers maintain a culture of integrity throughout the Corporation;
(b) ensuring that the Corporation is operated so as to preserve its financial integrity and in accordance with policies approved by the Board;
(c) ensuring , through the Nominating and Corporate Governance Committee, that appropriate structures and procedures are in place so that the Board and its committees can function independently of management and in accordance with sound corporate governance practices;
(d) reviewing and approving key policy statements developed by management on various issues such as ethics, regulatory compliance and communications with shareholders, other stakeholders and the general public;
(e) discussing and developing the Corporation’s approach to (i) corporate governance (ii) environmental, social and governance (ESG) and (iii) diversity and inclusion initiatives and strategies in general, with the involvement of the Nominating and Corporate Governance Committee and other committees of the Corporation, as the case may be;
(f) adopting a strategic planning process and thereafter reviewing and, where appropriate, approving, annually, a strategic plan and a budget which takes into account, among other things, the opportunities and risks of the business (all of which are developed at first by management), and monitoring the Corporation’s performance with reference to the adopted budget and strategic plan;
(g) appointing the CEO, setting forth the position description, as well as planning for the succession of the CEO with the recommendation of the Nominating and Corporate Governance Committee and the Compensation Committee respectively;
(h) evaluating the performance and reviewing the compensation of the CEO with the Compensation Committee, and ensuring that such compensation is competitive and measured according to appropriate benchmarks which reward contribution to shareholder value;
(i) appointing, training, evaluating and monitoring officers as well as planning for their succession with the recommendations of the Nominating and Corporate Governance Committee; determining management compensation with the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, respectively and ensuring that such compensation is competitive and measured according to appropriate industry benchmarks;
(j) overseeing , through the Audit Committee, the quality and integrity of the Corporation’s accounting and financial reporting systems, and disclosure controls and procedures;
(k) ensuring , through the Audit Committee, the integrity of the Corporation’s internal controls and management information systems;
(l) overseeing , through the Audit Committee, the process for evaluating the adequacy of internal control structures and procedures of financial reporting;
(m) overseeing , through the Audit Committee, cybersecurity, privacy and data security risk exposure;
(n) advising management on critical and sensitive issues;
(o) ensuring that the Board’s expectations of management are understood, that all appropriate matters come before the Board in a timely and effective manner and that the Board is kept informed of shareholder feedback;
(p) conducting annually, through the Nominating and Corporate Governance Committee, a review of Board practices and the Board’s and committees’ performance (including director’s individual contributions), to ascertain that the Board, its committees and the directors are capable of carrying out and do carry out their roles effectively;
(q) ensuring with the Compensation Committee, the adequacy and form of the compensation of non-executive directors taking into account the responsibilities and risks involved in being an effective director;
(r) determining , with the Nominating and Corporate Governance Committee, in light of the opportunities and risks facing the Corporation, what competencies, skills and personal qualities the Board should seek in recruiting new Board members, and the appropriate size of the Board to facilitate effective decision-making;
(s) determining , annually, with the Nominating and Corporate Governance Committee, the independence of each member of the Board as such term is defined by applicable laws and regulations including, rules and guidelines of stock exchanges to which the Corporation is subject;
(t) setting forth , with the recommendation of the Nominating and Corporate Governance Committee, the position description for the Chair of the Board and the Chair of the committees of the Board;
(u) determining annually, with the Audit Committee, if each member of the Audit Committee is “financially literate” as such terms are defined under applicable laws and regulations including rules and guidelines of stock exchanges to which the Corporation is subject;
(v) selecting , upon the recommendation of the Nominating and Corporate Governance Committee, nominees for election as directors;
(w) selecting the Chair of the Board;
(x) selecting , to the extent the Chair of the Board is not independent, the Lead Director of the Board and ensure the director appointed as Lead Director is and remains independent at all times;
(y) ensuring , through the Nominating and Corporate Governance Committee, that new directors have a good understanding of their role and responsibilities and of the contribution expected of them (including as regards attendance at, and preparation for, meetings), and that they are provided with adequate education and orientation as regards the Corporation, its business and activities;
(z) reviewing and approving all material transactions;
(aa) approving unbudgeted capital expenditures, or significant divestiture, as well as acquisitions where environmental or other liabilities exist and which could result in significant exposure to the Corporation;
(bb) reviewing and approving , with the involvement of the relevant committee of the Board, the content of the principal communications by the Corporation to its shareholders and the public, including, as applicable, quarterly and annual financial statements and management’s discussion and analysis, annual information form, information circulars, prospectuses and other similar documents which may be issued and distributed;
(cc) ensuring ethical behavior and compliance with laws;
(dd) monitoring , directly or through one of its committees, compliance with the Code of Ethics and the Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy; and
(ee) consider the means by which stakeholders can communicate with the members of the Board (including independent directors).

Directors are expected to make reasonable efforts to attend all Board meetings and to review materials distributed to them in advance of Board meetings.

V. CHARTER

The Nominating and Corporate Governance Committee shall periodically review this Charter and recommend appropriate changes to the Board.

SCHEDULE “B” AUDIT COMMITTEE CHARTER

I. PURPOSES OF THE AUDIT COMMITTEE

The purposes of the Audit Committee are to assist the Board of Directors:

in its oversight of the Corporation’s accounting and financial reporting principles and policies and internal audit controls and procedures;
in its oversight of the integrity, transparency and quality of the Corporation’s financial statements and the independent audit thereof;
in selecting, evaluating and, where deemed appropriate, replacing the external auditors;
in evaluating the qualification, independence and performance of the external auditors;
in its oversight of the Corporation’s risk identification, assessment and management program; and
in the Corporation’s compliance with legal and regulatory requirements in respect of the above.

The function of the Committee is to provide independent and objective oversight. The Corporation’s management team (“ Management ”) is responsible for the preparation, presentation and integrity of the Corporation’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditor (the “ Auditor ”) is responsible for planning and carrying out a proper audit of the Corporation’s annual financial statements and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (iii) representations made by Management as to non-audit services provided by the Auditor.

The Auditor is ultimately accountable to the Board and the Committee as representatives of shareholders. The Committee is directly responsible (subject to the Board’s approval) for the appointment, compensation, retention (including termination), scope and oversight of the work of the Auditor engaged by the Corporation (including for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services or other work of the Corporation), and is also directly responsible for the resolution of any disagreements between Management and any such firm regarding financial reporting.

The Auditor shall submit annually, to the Corporation and the Committee:

as representatives of the shareholders of the Corporation, a formal written statement delineating all relationships between the Auditor and the Corporation (“ Statement as to Independence ”); and
A formal written statement of the fees billed in compliance with the disclosure requirements of Form 52-110F1 or Form 52-110F2 of National Instrument 52-110 Audit Committees , as applicable.

II. COMPOSITION OF THE COMMITTEE

The Committee shall be comprised of three or more directors, two of which shall be independent to the extent required under National Instrument 52-110 and other applicable legislation and stock exchange rules. The members of the Committee are appointed (and may be replaced) by the Board. Determination as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board.

All members of the Committee shall be financially literate (able 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 Corporation’s financial statements), and at least one member of the Committee shall have accounting or related financial expertise or sophistication as such qualifications are interpreted by the Board in light of applicable laws and stock exchange rules. The later criteria may be satisfied by past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer of an entity with financial oversight responsibilities.

III. MEMBERSHIP, MEETINGS AND QUORUM

The Committee shall meet at least four times annually or more frequently if circumstances dictate, to discuss with Management the annual audited financial statements and quarterly financial statements, and all other related matters. The Committee may request any officer or employee of the Corporation or the Corporation’s external counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Proceedings and meetings of the Committee are governed by the provisions of the Corporation’s by-laws relating to the regulation of the meetings and proceedings of the Board as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board in regards to Committee composition and organization.

The quorum at any meeting of the Committee is a majority of members in office. All members of the Committee should strive to be at all meetings.

VI. DUTIES AND POWERS OF THE COMMITTEE

To carry out its purposes, the Committee shall have unrestricted access to information and shall have the following duties and powers:

with respect to the Auditor:
(a) to review and assess, annually, the performance of the Auditor, and recommend to the Board the nomination of the Auditor for appointment by the shareholders, or if required, the revocation of appointment of the Auditor;
(b) to review and approve the fees charged by the Auditor for audit services;
(c) to review and pre-approve all services other than audit services, to be provided by the Corporation’s Auditor to the Corporation or to its subsidiaries (as applicable), and associated fees and to ensure that such services will not have an impact on the Auditor’s independence. The Committee may delegate such authority to one or more of its members, which member(s) shall report thereon to the Committee;
(d) to ensure that the Auditor prepare and deliver annually a Statement as to Independence (it being understood that the Auditor are responsible for the accuracy and completeness of such statement), to discuss with the Auditor any relationships or services disclosed in the Statement as to Independence that may impact the objectivity and independence of the Corporation’s Auditor and to recommend that the Board take appropriate action in response to the Statement as to Independence to satisfy itself of the Auditor’s independence; and
(e) to instruct the Auditor that it is ultimately accountable to the Committee and the Board, as representatives of the shareholders.
with respect to financial reporting principles and policies, financial risk management and internal controls:
(a) to advise Management that they are expected to provide to the Committee a timely analysis of significant financial reporting issues and practices;
(b) to ensure that the Auditor prepares and delivers as applicable, a detailed report covering 1) critical accounting policies and practices to be used; 2) material alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Auditor; 3) other material written communications between the Auditor and Management such as any Management letter or schedule of unadjusted differences; and 4) such other aspects as may be required by the Committee or legal or regulatory requirements;
(c) to consider any reports or communications (and Management’s responses thereto) submitted to the Committee by the Auditor, including reports and communications related to:
- deficiencies noted following the audit of the design and operation of internal controls;
- consideration of fraud in the audit of the financial statements;
- detection of illegal acts;
- the Auditor’s responsibilities under generally accepted auditing standards;
- significant accounting policies;
- Management judgements and accounting estimates;
- adjustments arising from the audit;
- the responsibility of the Auditor for other information in documents containing audited financial statements;
- disagreements with Management;
- consultation by Management with other accountants;
major issues discussed with Management prior to retention of the Auditor;
difficulties encountered with Management in performing the audit;
the Auditor’s judgement about the quality of the entity’s accounting principles; and
reviews of interim financial information conducted by the Auditor.
(d) to meet with Management and Auditor:
to discuss the scope of the annual audit and to review and approve the audit plan;
to discuss the audited financial statements, including the accompanying Management’s discussion and analysis;
to discuss the unaudited interim quarterly financial statements, including the accompanying Management’s discussion and analysis;
to discuss the appropriateness and quality of the Corporation’s accounting principles as applied in its financial reporting;
to discuss any significant matters arising from any audit or report or communication referred to in item 2(c) above, whether raised by Management or the Auditor, relating to the Corporation’s financial statements;
to resolve disagreements between Management and the Auditor regarding financial reporting;
to review the form of opinion the Auditor proposes to render to the Board and shareholders;
to discuss significant changes to the Corporation’s auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the Auditor or Management, and the financial impact thereof;
to review any non-routine correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Corporation’s financial statements or accounting policies;
to review, evaluate and monitor (as applicable) the Corporation’s risk Management program including the revenue protection program and the Corporation’s cyber security initiatives. This function should include:
- risk assessment;
- quantification of exposure;
- risk mitigation measures; and
- risk reporting.
to monitor and review communications received in accordance with the Corporation’s Internal Whistleblowing Policy and any other relevant policy, as approved by the Board from time to time;
to review major capital expenditures and other major spending or any other transactions that could change the Corporation’s financial or organizational structure, including off-balance sheet items;
- following completion of the annual audit and quarterly reviews, review separately with each of Management and the Auditor, any significant changes to planned procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of the work or access to required information and the cooperation that the Auditor received during the course of the audit and review.
(e) to discuss with the Chief Financial Officer any matters related to the financial affairs of the Corporation;
(f) to discuss with Management any significant legal matters that may have a material effect on the financial statements, the Corporation’s compliance policies, including material notices to or inquiries received from governmental agencies; and
(g) to review, and discuss with the Corporation’s President and Chief Executive Officer and Chief Financial Officer the procedure with respect to the certification of the Corporation’s financial statements pursuant to National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings and any other applicable law or stock exchange rule.
with respect to reporting and recommendations:
(a) to prepare/review any report or other financial disclosures to be included in the Corporation’s annual information form, if any;
(b) to review and recommend to the Board for approval, the interim and audited annual financial statements of the Corporation, Management’s discussion and analysis of the financial conditions and results of operations (MD&A) and the press releases (as applicable) related to those financial statements;
(c) to review and recommend to the Board for approval, the annual report, Management’s assessment on internal controls (as applicable) and any other like annual disclosure filings to be made by the Corporation under the requirements of securities laws or stock exchange rules applicable to the Corporation;
(d) to review and reassess the adequacy of the procedures in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in paragraph 3(b) above;
(e) to review this Charter at least annually and recommend any changes to the Board; and
(f) to report its activities to the Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate.
to coordinate oversight and risk Management work with the Corporation’s Environment and Technical Committee of the Board of any matters in relation to Health and Safety, Corporate Social Responsibility and Environmental issues;
to review the adequacy of the resources of the finance and accounting group, along with its development and succession plans;
to review and approve transactions with related parties, unless the review thereof was delegated by the Board to a special committee of independent directors formed in

connection with a particular related party transaction. In carrying out its responsibilities, the Committee will: 1) receive details of related party transactions proposed by the Corporation, and actual and potential conflicts of interest relating thereto, to verify their propriety and that disclosure is appropriate; 2) if a valuation or fairness opinion is required by any applicable laws or regulations, supervise the preparation of such valuation or fairness opinion; and 3) if approval of the Board is necessary, ensure that a recommendation is provided to the Board with respect to the related party transaction;

to monitor periodically the Corporation’s insurance coverage;
to create an agenda for the ensuing year;
to review quarterly the expenses of the President and Chief Executive Officer;
to establish and reassess the adequacy of the procedures for the receipt, retention and treatment of any complaint received by the Corporation regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential anonymous submissions by employees of concerns regarding questionable accounting or auditing matters in accordance with applicable laws and regulations; and
to set clear hiring policies regarding partners, employees and former partners and employees of the present and, as the case may be, former external auditor of the Corporation.

VII. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to discharge its responsibilities, as it shall determine, including the authority to engage Auditor for special audits, reviews and other procedures and to retain special counsel and other experts or consultants.

AI assistant

Falco Resources Ltd. — Proxy Solicitation & Information Statement 2022

46593_rns_2022-12-22_4dec89c3-fdd2-42a5-b2ae-26ccf8b3a60c.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Internet

Fax

Mail

MANAGEMENT INFORMATION CIRCULAR

PART 1: VOTING INFORMATION

1.1. Who can vote?

Registered and beneficial Shareholders

Common shares outstanding and principal holders of our Common Shares

1.2. How to vote?

Completing the proxy form

Returning your proxy form

Exercise of discretion

Registered Shareholders

Voting by proxy

Internet

Fax

Mail

By appointing someone to attend the Meeting

NOTICE-AND-ACCESS RULES

Beneficial Shareholders

1.3. Revoking Your Proxy

Registered Shareholders

1.4. Electronic Delivery of Material

PART 2: BUSINESS OF THE MEETING

2.1 Receipt of Financial Statements

2.2 Election of Directors

Unless otherwise directed, the persons named in the enclosed proxy form intend to VOTE FOR the election of each of the proposed nominees whose names are set out below. The proposal requires the approval of a majority of the votes cast at the Meeting.

Director Independence

Corporate Cease Trade Orders

Bankruptcies, or Penalties or Sanctions

2.3 Appointment of Auditor

2.4 Corporation’s Amended Long-Term Incentive Plan

Shareholder Approval of the Amended LTIP

“ BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT :

2.5 Corporation’s Proposed Financing Amendments

Background on Osisko Gold Debt Instruments

Background on Glencore Debt Instruments

Binding Term Sheet

Related Party Transactions

Board of Directors Recommendation

Reasons for the Board of Directors Recommendation

Proposed Resolution to Approve the Osisko Gold Convertible Loan and Warrant Amendments

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT :

PART 3: ABOUT FALCO

3.1 Corporate Governance Practices

Code of Ethics

Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy

3.2 Role of the Board of Directors

Committees of the Board

Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

NOTES:

Compensation Committee

Environment and Technical Committee

Nominating and Corporate Governance Committee

Risk Oversight

Board Effectiveness Assessment

Board’s Skills Matrix

Director Orientation and Education

Harassment Policy

Securities Ownership

Policy regarding the Diversity of the Board of Directors

Directors

Policy regarding the Diversity in Corporate Talent

Senior Management

Policy regarding Tenure on the Board of Directors

Tenure on the Board of Directors

Environmental, Social and Governance Matters

PART 4: NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

4.1 Executive Compensation

Falco Resources Ltd. Proxy Solicitation & Information Statement 2022