Faraday Copper Corp. — Proxy Solicitation & Information Statement 2021

Sep 20, 2021

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Special Meeting of Shareholders to be held on October 15, 2021

Notice of Special Meeting of Shareholders and Information Circular

September 14, 2021

COPPERBANK RESOURCES CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date		Friday, October 15, 2021
Time:		10:30 a.m. (Vancouver time)
Live Webcast:		https://meetnow.global/MT9JSV9
Proxy Appointee Code:		http://www.computershare.com/copperbank

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of CopperBank Resources Corp. (the “ Company ”) will be conducted via live webcast for the following purposes:

1. To approve the Company’s long term incentive plan; and

2. To transact such other business as may properly be put before the Meeting.

Accompanying this Notice of Meeting is the Management Information Circular where you can find more information on how to vote your shares in the Company.

You are entitled to vote at the Meeting if you were a shareholder as at the close of business on September 14, 2021.

Registered shareholders and duly appointed proxyholders can participate in and listen to the presentation, vote and submit questions during the Meeting by visiting the following URL: https://meetnow.global/MT9JSV9.

DATED this 14[th] day of September, 2021

ON BEHALF OF THE BOARD

(signed) “ Russell Ball”

Russell Ball Chair of the Board of Directors

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MANAGEMENT INFORMATION CIRCULAR

FOR THE 2021 SPECIAL MEETING OF SHAREHOLDERS

This Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by management (“ Management ”) of CopperBank Resources Corp. (the “Company”), for use at the Special Meeting (the “ Meeting ”), of the shareholders of the Company (“ Shareholders ”), to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

The date of this Circular is September 14, 2021. Unless otherwise indicated, all dollar amounts referred to herein are in Canadian dollars.

Persons Making This Solicitation Of Proxies

This solicitation is made on behalf of Management. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by employees of the Company. Cost of the solicitation will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Company who will not be directly compensated for their efforts. The Company has arranged for intermediaries (the “Intermediaries”) to forward meeting materials to beneficial owners of the common shares of the Company (“Common Shares”) held of record by those Intermediaries and the Company may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Participating and Voting at the Live Webcast

Shareholders and duly appointed proxyholders can attend the meeting online by going to https://meetnow.global/MT9JSV9.

• Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking “ Shareholder ” and entering a Control Number or an Invitation Code before the start of the meeting.

• Registered Shareholders - The 15-digit control number is located on the form of proxy or in the email notification you received.

• Duly appointed proxyholders – Computershare will provide the proxyholder with an Invitation Code after the voting deadline has passed.

• Voting at the meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Shareholders who have not appointed themselves may attend the meeting by clicking “ Guest ” and completing the online form.

Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invitation Code to participate in the meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/copperbank by Wednesday, October 13, 2021 at 10:30 a.m. Vancouver time and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invitation Code via email.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invitation Code.

Participating at the Meeting

The meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 10:30 a.m. Vancouver time on October 15, 2021.

• Registered Shareholders (as defined in this Circular under the heading “Voting at the Meeting”) that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare Trust Company of Canada / Computershare Investor Services Inc. (“Computershare”) (see details under the heading “Appointment of Proxies”), will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/MT9JSV9 prior to the start of the meeting to login. Click on “Shareholder” and enter your 15-digit control number or click on “Invitation Code” and enter your Invitation Code. Non-Registered Shareholders (as defined in this Circular under the heading “Non-Registered Shareholders”) who have not appointed themselves to vote at the meeting, may login as a guest, by clicking on “Guest” and complete the online form.

• United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare or by email USlegalproxy@computershare.com. Requests for registration should be directed to:

Computershare 100 University Avenue 8[th] Floor Toronto, Ontario M5J 2Y1 OR Email at USlegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than June 14, 2021 by 10:00 a.m. Vancouver time. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/MT9JSV9 during the meeting. Please note that you are required to register your appointment at http://www.computershare.com/copperbank.

• Non-Registered Shareholders who do not have a 15-digit control number or Invitation Code will only be able to attend as a guest which allows them listen to the meeting however will not be able to vote or submit questions. Please see the information under the heading “Non-Registered Shareholders” for an explanation of why certain shareholders may not receive a form of proxy.

• If you are using a 15-digit control number to login to the online meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.

• If you are eligible to vote at the meeting, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting.

Voting at the Meeting

A registered shareholder of common shares of the Company (a “ Registered Shareholder ”), or a Non-Registered Shareholder who has appointed themselves or a third party proxyholder to represent them at the meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the meeting. To have their common shares voted at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invitation Code provided by Computershare at https://meetnow.global/MT9JSV9 prior to the start of the meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/copperbank after submitting their voting instruction form in order to receive an Invitation Code (please see the information under the headings “Appointment of Proxies” below for details).

Appointment of Proxies

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an Invitation Code to participate in the meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/copperbank by Wednesday, October 13, 2021 at 10:30 a.m. (Vancouver time) and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invitation Code via email.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:30 a.m. Vancouver time on Wednesday, October 13, 2021, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Without an Invitation Code, proxyholders will not be able to vote at the meeting.

Voting by Proxy and Exercise of Discretion

On any poll, the persons named in the enclosed Proxy will vote the Common Shares in respect of which they are appointed and, where directions are given by the Shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the Proxy, it is intended that such Common Shares will be voted in favour of the motions proposed to be made at the Meeting and for the election of the Management nominees for directors and auditor, as stated under the headings in the Circular. The Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. At the time of printing of the Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

Revocation Of Proxies

Any registered Shareholder who has returned a Proxy may revoke it at any time before it has expired. In addition to revocation in any other manner permitted by law, a Shareholder may revoke a Proxy either by (a) signing a Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Proxy is required to be executed as set out in the notes to the Proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a Shareholder present in person, whereupon such Proxy shall be deemed to have been revoked . Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders Holders who wish to change their vote must arrange for their respective Intermediaries to revoke the Proxy on their behalf.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in the Circular, none of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or senior officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of Common Shares without par value. As at September 14, 2021, there are 83,984,838 Common Shares issued and outstanding. Each Common Share carries the right to one vote. At a general meeting of the Company, on a show of hands, every Shareholder present in person shall have one vote and, on a poll, every Shareholder shall have one vote for each Common Share of which he or she is the holder.

Only Shareholders of record on the close of business on September 14, 2021, who either personally attend the Meeting or who complete and deliver a Proxy in the manner and subject to the provisions set out under the heading “Proxy Instructions” will be entitled to have his or her Common Shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and senior officers of the Company there are no persons who, directly or indirectly, exercise control or direction over Common Shares carrying more than l0% of the voting rights attached to all outstanding Common Shares.

The above information was supplied to the Company by the Shareholders and from the insider reports available at www.sedi.com.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the Stock Option Plan adopted by the board of directors of the Company (the “ Board ”) in 2014 (the “ Legacy Stock Option Plan ”) which is administered by the Board. The Legacy Stock Option Plan provides that the number of Common Shares issuable under the Legacy Stock Option Plan, together with all of the Company’s other previously established or proposed share compensation arrangements may not exceed 10% of the total number of issued and outstanding Common Shares. The Company does not plan to make any grants under its Legacy Stock Option Plan going forward.

At the Meeting the Company is seeking approval for its long term incentive plan. Awards granted under the long term incentive plan may consist of Options, RSUs, DSUs and PSUs.

	Number of securities to be	Weighted-average	Number of securities remaining
	issued upon exercise of	exercise price of	available for future issuance under
Plan Category	outstanding options, warrants	outstanding options,	equity compensation plans
	and rights	warrants and rights	(excluding securities reflected in
			column(a))
Equity compensation plans approved by securityholders	5,587,500 Common Shares	$0.31	2,810,983 Common Shares
Equity compensation plans not approved by securityholders(1)	N/A	N/A	N/A
Total	5,587,500 Common Shares	$0.31	2,810,983 Common Shares

(1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

(2) Based on the Company’s issued and outstanding common shares of 83,984,838 Common Shares as at September 14, 2021.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No person who is or at any time during the most recently completed financial year was a director, executive officer or senior officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any of the foregoing persons has been indebted to the Company at any time since the commencement of the Company’s last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as previously disclosed in the Circular, no informed person (a director, officer or holder of 10% of more of the Common Shares) or proposed nominee for election as a director of the Company or any associate or affiliate of any such informed person or proposed nominee, has any material interest, direct or indirect, in any material transaction since the commencement of the Company’s last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of Long Term Incentive Plan

On September 2, 2021, the Board adopted a long term incentive plan (the “ LTIP ”) which provides for the granting of deferred share units (“ DSU ”), restricted share units (“ RSU ”), performance share units (“ PSU ”) and stock options (“ Options ” and together with DSUs, RSUs, PSUs “ Awards ”).

Under the terms of the LTIP, the Board, or if authorized by the Board, a committee of the Company, may grant Awards to eligible participants, being directors, officers, senior executives, consultants, management company employees and other employees of the Company or a subsidiary. Awards may be granted at any time and from time to time in order to (i) increase participants’ interest in the Company welfare; (ii) provide incentives for participants to continue their services; (iii) reward participants for their performance of services; and (iv) provide a means through which the Company may attract and retain people to enter its employment. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the participant.

The LTIP provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change to the Common Shares, consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP. In the event that a participant receives Common Shares in satisfaction of an Award during a black-out period, such participant shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired.

The maximum number of Common Shares reserved for issuance under the LTIP (with any other share-based compensation arrangement, including the Legacy Stock Option Plan) will be 19,296,967, representing 20% of the aggregate number of Common Shares issued and outstanding on the date of the Meeting.

In addition, at all times when the Company is listed on the TSXV: (i) the total number of Common Shares which may be reserved for issuance to any one eligible participant under the LTIP together with all of the Company’s other previously established or proposed share-based compensation arrangements shall not exceed 5% of the issued and outstanding Common Shares on the grant date (on a non-diluted basis); (ii) the aggregate number of Awards which may be granted to any one eligible participant under the LTIP in any 12 month period must not exceed 5% of the issued and outstanding Common Shares calculated on the grant date (on a non-diluted basis) (iii) the aggregate number of Awards to any one eligible participant that is a consultant of the Company in any 12 month period must not exceed 2% of the issued Common Shares calculated at the first such grant date; (iv) the aggregate number of Options to all persons retained to provide investor relations activities must not exceed 2% of the issued Common Shares in any 12month period calculated at the first such grant date (and including any eligible participant that performs investor relations activities and/or whose role or duties primarily consist of investor relations activities); (v) Options granted

to any person retained to provide investor relations activities must vest in a period of not less than 12 months from the date of grant of the Award; and (vi) the aggregate number of Common Shares issuable to all eligible participants under the plan must not exceed 19,296,967 which represents 20% of the issued and outstanding Common Shares on the date of the Meeting.

Unless the Board determines otherwise, the LTIP provides that Options will vest as to 1/2 following the first anniversary of the date of such grant and 1/2 following the second anniversary of the date of such grant. The exercise price of any Option shall be fixed by the Board when such Option is granted but shall be no less than the three-day volume weighted average trading price of the Common Shares on the CSE (or other recognized exchange, if applicable) on the day prior to the date of grant (the “ Market Value ”). An Option shall be exercisable during a period established by the Board, which shall commence on the date of the grant and shall terminate no later than five years after the date of granting the Option, or such shorter period of time as the Board may determine. The LTIP will provide that the exercise period shall automatically be extended if the date on which such Option is scheduled to terminate shall fall during a black-out period. In such cases, the extended exercise period shall terminate 10 business days following the last day of the blackout-period.

With respect to RSUs, unless otherwise approved by the Board and except as otherwise provided in a participant’s grant agreement or any other provision of the LTIP, RSUs will vest as to 1/2 each on the first and second anniversary date of their grant. With respect to PSUs, unless otherwise approved by the Board and except as otherwise provided in a participant’s grant agreement or any other provision of the LTIP, PSUs will vest subject to performance and time vesting.

With respect to DSUs, unless otherwise specified in the grant agreement, DSUs shall vest on the last day of the fiscal year for which they are granted. In the event that a termination date falls before the last day of the relevant fiscal year, one-twelfth of the DSUs granted for such fiscal year will vest for each completed month in that fiscal year prior to the DSU termination date and all remaining unvested DSUs will be forfeited on the DSU termination date and have no further value.

DSUs granted to non-director DSU participants will vest to the extent of one-third thereof on each of the first, second and third anniversaries following the year in which the date of the grant falls, provided that the non-director DSU participant continues to (i) be employed by the Company and (ii) at all times following the date of the grant to beneficially own, directly or indirectly, and control at least the same number of Common Shares as he or she beneficially owned, directly or indirectly, and controlled on the date of the grant. On a non-director DSU participant’s DSU termination date, all remaining unvested DSUs will be forfeited on the DSU termination date and have no further value.

The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, including termination for cause, resignation, termination other than for cause, retirement and death, subject to the terms of a participant’s employment agreement:

Event Provisions Termination for cause Resignation Termination other than for cause Retirement Death

Provisions

Immediate forfeiture of all vested and unvested Awards. Forfeiture of all unvested Awards and the earlier of the original expiry date and 90 days after resignation to exercise vested Awards, or such longer period as the Board may determine in its sole discretion (provided that such Awards expire no later than one year from the effective date of the resignation). Subject to the terms of the grant or as determined by the Board, upon a participant’s termination without cause, the number of Awards that may vest is subject to pro- ration over the applicable performance or vesting period. Forfeiture of all unvested Awards and the earlier of the original expiry date and 360 days after retirement to exercise vested Awards. All unvested Awards will vest and may be exercised within 360 days after death.

In connection with a change of control of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity; provided that the Board may accelerate the vesting of Awards if: (i) the required steps to cause the conversion or exchange or replacement of Awards are impossible or impracticable to take or are not being taken by the parties required to take such steps (other than the Board); or (ii) the Board has entered into an agreement which, if completed, would result in a change of control and the counterparty or counterparties to such agreement require that all outstanding Awards be exercised immediately before the effective time of such transaction or terminated on or after the effective time of such transaction. If a participant is terminated without cause or resigns for cause during the 12 month period following a change of control, or after the Board has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Awards will immediately vest and may be exercised within 30 days of such date.

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

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

• amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, inconsistency, defective provision, error or omission in the LTIP;

• changes that alter, extend or accelerate the terms of exercise, vesting or settlement applicable to any Award;

• a change to the eligible participants or assignability provisions under the LTIP,

• any amendment regarding the effect of termination of a participant’s employment or engagement;

• any amendment to add or amend provisions relating to the granting of cash-settled Awards, provision of financial assistance or clawbacks;

• any amendment regarding the administration of the LTIP;

• any amendment necessary to comply with applicable law or the requirements of any regulatory body; and

• any other amendment that does not require the approval of the shareholders, provided that the alteration, amendment or variance does not:

• increase the maximum number of Common Shares issuable under the LTIP, other than pursuant to the adjustment provisions;

• reduce the exercise price of any Award held by an insider of the Company, other than pursuant to the adjustment provisions;

• introduce non-employee directors as eligible participants on a discretionary basis or increases the existing limits imposed on non-employee director participation;

• remove or exceed the insider participation limit; or

• amend the amendment provisions of the LTIP.

Note that any options to acquire Common Shares currently outstanding under the Legacy Stock Option Plan will continue to be governed by the terms of such plan.

The text of the LTIP is available for review by any Shareholder up until the day preceding the Meeting at the Company’s registered and records offices at 910 – 800 West Pender Street, Vancouver, British Columbia.

Shareholders will be asked at the Meeting to consider and, if deemed advisable, approve with or without variation the following resolution:

• “ BE IT RESOLVED THAT the long term incentive plan of the Company summarized in the Circular dated September 14, 2021 be and it is hereby approved, together with all equity compensation granted thereunder as at the date hereof, and that the Board be and they are hereby authorized, without further Shareholder approval, to carry out the intent of this resolution.”

If this resolution is approved by Shareholders it is expected that the Board will in due course grant further Awards under

the LTIP as the Board deems fit in light of the overall compensation program and the relative efforts and contributions of the eligible participants under the LTIP. No votes attaching to Common Shares will be excluded from voting on the resolution.

Management of the Company recommends that Shareholders vote in favour of the LTIP resolution at the Meeting.

OTHER MATTERS TO BE ACTED UPON

It is not known that any other matters will come before the Meeting other than as set forth above and in the Notice of Meeting, but if such should occur the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the meeting or any adjournment thereof.

ADDITIONAL INFORMATION

The audited financial statements of the Company for the year ended December 31, 2020 and the report of the auditor thereon will be placed before the Meeting. The consolidated audited financial statements, report of the auditor and management’s discussion and analysis have been mailed to all shareholders.

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at its registered offices at Suite 910 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6, to request copies of the Company’s financial statements and MD&A. Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

BOARD APPROVAL

The contents of this Circular have been approved, and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

DATED at Vancouver, British Columbia, this 14[th] day of September, 2021.

BY ORDER OF THE BOARD

“Russell Ball”

Russell Ball Chair of the Board