Firestone Ventures Inc.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2023

DATED: November 10, 2023

FIRESTONE VENTURES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual and special meeting (the “Meeting” ) of the shareholders (“ Shareholders ”) of Firestone Ventures Inc. (the “Corporation” ) will be held on December 12, 2023 11:00 am EST at Ste. 1800, 8 King St. East, Toronto, Ontario M5C 1B5, for the following purposes:

to receive the consolidated financial statements of the Corporation for the years ended March 31, 2023 and 2022, together with the auditor’s report thereon;
to elect the directors of the Corporation for the ensuing year;
to re-appoint McGovern Hurley LLP, Chartered Accountants as the auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to reapprove the Corporation’s 10% rolling incentive stock option plan for the ensuing year; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Corporation dated November 10, 2023 (the “ Circular ”) accompanying this notice.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is November 10, 2023 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

If you are a registered Shareholder and are unable to attend the Meeting in person, date and sign the enclosed form of proxy and deliver to Computershare Trust Company of Canada (“ Computershare ”) by mail or hand delivery to Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, ON M5J 2Y1. A registered Shareholder may also vote by telephone at 1 (866) 732-8683, or by internet at www.investorvote.com. To be effective, a duly completed proxy must be delivered not less than forty-eight (48) hours, excluding Saturdays, Sundays and holiday, before the time fixed for holding the Meeting and any adjournment. A person appointed as proxyholder need not be a Shareholder of the Corporation.

If you are a beneficial Shareholder of the Corporation and received these materials through your broker or through another intermediary, please complete and return the voting information form in accordance with the instructions provided to you by your broker or by the intermediary.

Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting, unless that Shareholder has transferred any shares subsequent to that date and the transferee Shareholder, not later than ten (10) calendar days before the Meeting, establishes ownership of the shares and demands that the transferee’s name be included on the list of registered Shareholders.

Shareholders are strongly encouraged to vote by proxy instead of attending the Meeting in person and to vote on the matters before the Meeting by submitting their proxy in advance of the Meeting.

All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

DATED at Toronto, Ontario, this November 10, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Keith Barron ”

Keith Barron Chairman, President and Chief Executive Officer

FIRESTONE VENTURES INC.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2023

SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Firestone Ventures Inc. (the “Corporation”) for use at the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of the common shares (“Common Shares”) of the Corporation to be held at Ste. 1800, 8 King St. East, Toronto, Ontario M5C 1B5 , for the purposes set forth in the notice of annual and special meeting of Shareholders (the “Notice”). References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, directors and employees of the Corporation by telephone, electronic mail, telecopier or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Meeting will be borne directly by the Corporation.

The board of directors of the Corporation (the “ Board ”) has fixed the close of business on November 10, 2023 as the record date (the “ Record Date ”), being the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting. All duly completed and executed proxies must be received by the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada (“ Computershare ”), not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

In this Circular, unless otherwise indicated, all dollar amounts “$” are expressed in Canadian dollars.

Unless otherwise stated, the information contained in this Circular is as of November 10, 2023.

Electronic copies of this Circular, financial statements of the Corporation for the years ended March 31, 2023 and March 31, 2022 (the “ Financial Statements ”) and management discussion and analysis for 2023 and 2022 (the “ MD&A ”) may be found on the Corporation’s SEDAR profile at www.sedarplus.com.

Shareholders are reminded to review this Circular before voting.

APPOINTMENT AND REVOCATION OF PROXIES

A registered Shareholder not attending the Meeting in person is requested to complete and sign the enclosed form of proxy and deliver it to Computershare by mail or hand delivery to Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, ON M5J 2Y1. A registered Shareholder may also vote by telephone at 1 (866) 732-8683, or by internet at www.investorvote.com. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 pm (EST) December 8, 2023, being at least forty-eight (48) hours, (excluding Saturdays, Sundays, and statutory holidays, before the time set for the Meeting or any adjournment(s), or be deposited with the Secretary of the Corporation before the commencement of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chairman of the Meeting at his discretion, without notice.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. Shareholders who are not registered Shareholders should refer to “Voting by Non-Registered Shareholders” below.

The document appointing a proxy must be in writing and executed by the Shareholders or his attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. As a Shareholder, you have the right to appoint a person, who need not be a Shareholder, to represent you at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

A Shareholder may revoke his proxy any time prior to a vote. If a registered Shareholder who has given a proxy personally attends the Meeting at which that proxy is to be voted, that registered Shareholder may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the Shareholder or by an authorized attorney, in writing, or, if the Shareholder is a corporation (or other entity), by a duly authorized representative), either (a) at the registered office of the Corporation or (b) with Computershare by mail or hand delivery to Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, ON M5J 2Y1, at any time, up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) at which the proxy is to be used, or (c) with the Chairman of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof.

VOTING

Common Shares represented by any properly executed proxy in the accompanying form will be voted for or against, or withheld from voting, as the case may be, on any ballot that may be called for in accordance with the instructions given by the Shareholder. In the absence of such specification, proxies in favour of management will be voted in favour of all resolutions described below. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting.

The accompanying form of proxy confers discretionary authority on the persons named in it with respect to amendments or variations to matters identified in the notice of Meeting or other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation is not aware of any such amendments, variations or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of management of the Corporation.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders are “non-registered” or “beneficial” Shareholders (“ Non-Registered Shareholders ”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust Corporation through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (“ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“ CDS ”)) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Corporation will have distributed copies, via mail or electronically, of the Notice, this Circular, the form of proxy and a request card for interim and annual materials (collectively, the “Meeting Materials” ) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a NonRegistered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service Corporation , will constitute voting instructions (often called a “voting instruction form” ) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and the United States. Broadridge typically prepares a

machine-readable voting instruction form, mails those voting instruction forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the voting instruction forms 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 the shares to be represented at the Meeting. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for this form of proxy to validly constitute a voting instruction form, the NonRegistered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service Corporation in accordance with the instructions of the Intermediary or its service Corporation. A Non-Registered Shareholder who receives a voting instruction form cannot use that form to vote his or her Common Shares at the Meeting ; or

(ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the NonRegistered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare in accordance with the instructions provided above.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting, or any adjournment(s) or postponement(s) thereof, (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the voting instruction form and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered .

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote, which is not received by the Intermediary at least seven (7) days prior to the Meeting.

Non-Registered Shareholders fall into two categories: those who object to their identity being made known to the issuers of securities which they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries. Pursuant to NI 54-101, issuers may obtain and use the NOBO list in connection with any matter relating to the affairs of the issuer, including the distribution of proxy-related materials directly to NOBOs. The Corporation is not sending Meeting Materials directly to the NOBOs. The Corporation will use and pay Intermediaries and agents to send the Meeting Materials and will pay for Intermediaries to deliver the Meeting Materials to the OBOs.

REQUEST FOR FINANCIAL STATEMENTS

If you are a registered Shareholder, you will receive a copy of the Corporation’s annual financial statements and the auditor’s report thereon unless you have expressly indicated that you do not wish to receive them. You may request to receive copies of the Corporation’s interim financial statements but will not receive them unless requested. To indicate your preferences with respect to the receipt of copies of the Corporation’s financial statements, kindly

provide instructions by filling out the appropriate section of the enclosed form of proxy or provide written instructions to the Corporation in any other written format.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares, an unlimited number of preferred shares, and an unlimited number of Class Y preferred shares. As at the Record Date, there were 56,320,791 Common Shares issued and outstanding. There were no preferred shares or Class Y preferred shares issued and outstanding.

Holders of Common Shares are entitled to one vote for each Common Share held. A quorum for the transaction of any business at the Meeting is two persons present in person holding or representing by proxy not less than 5% of the outstanding shares of the Corporation entitled to vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of the Record Date, no person or Corporation beneficially owns, controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights, other than set out below.

Name of Shareholder	Number of Common Shares(1)	Percentage of Common Shares(1)(2)
Keith Barron	17,496,800	31%

Notes:

(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been obtained by the Corporation from the Shareholder listed above.

BUSINESS OF THE MEETING

1. Financial Statements

The Corporation’s consolidated financial statements for the years ended March 31, 2023 and 2022 and the auditors’ report thereon will be presented to the Shareholders at the Meeting. In accordance with the provisions of the Business Corporations Act (Alberta) (the “ ABCA ”), the financial statements are merely presented at the Meeting and will not be voted on.

2. Election of Directors

The Corporation’s articles provide that the Board will consist of a minimum of three and a maximum of fifteen directors. The Board currently consists of three directors.

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, approve with or without variation a resolution re-electing the three current members of the Board as the directors of the Corporation. It is intended that each of the directors will hold office until the next annual meeting of Shareholders or until his or her successor is elected or appointed unless such office is earlier vacated in accordance with the provisions of the ABCA. In order to be effective, this resolution requires the approval of not less than 50% of the votes cast by Shareholders represented at the Meeting in person or by proxy.

Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the table below; (ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors. Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted FOR the election of each of the proposed nominees set forth in the table below.

Management does not contemplate that any of the nominees will be unable to serve as a director, however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management will be voted for another nominee in their discretion unless the Shareholder has specified in the proxy form that the Common Shares represented thereby are to be withheld from voting in the election of directors.

The following table sets forth the nominees, positions with the Corporation, their principal occupations, periods during which they have served as directors and the number of voting shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction.

Name, Province or State and Country of Residence	Date First Became a Director	Present Principal Occupation and Positions Held During the Preceding Five Years(1)	Number of Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised(1)
Keith M. Barron(2)(3)(4) Valais, Switzerland	June 2012	Chairman, President and CEO of Firestone Ventures Inc. and Chairman and CEO of Aurania Resources Ltd.	17,496,800
Scott Morrison(2) Valais, Switzerland	August 2020	Professional Engineer	Nil
Warren Boyd(2)(3) Toronto, Canada	November 2017	Professional Gemmologist and Geologist	Nil

Notes:

(1) Information about principal occupation, business or employment and number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by respective persons set forth above.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Mr. Barron became President and CEO effective December 1, 2017.

Keith Barron, Ph.D.

Dr. Barron is an exploration geologist with over 40 years' experience in the mining sector. He has consulted on all the continents except for Antarctica, searching for such commodities as gold, silver, diamonds, uranium, copper, platinum, and industrial minerals. In 2001 he privately co-founded Ecuador gold explorer Aurelian Resources Inc., which was listed on the TSX Venture Exchange in 2003 and made the Fruta del Norte gold discovery in 2006. The company was bought by Kinross Gold in 2008 for $1.2 billion. He is the founder and a former Director of U3O8 Corp., exploring for uranium in Guyana, Argentina and Colombia. Dr. Barron holds a Ph.D. in Geology from the University of Western Ontario and a BSc. (Hons) in Geology from the University of Toronto.

In 2008 he was awarded the PDAC's Thayer Lindsley International Discovery Award for his role in the discovery of the Fruta del Norte gold deposit and he was also jointly named the Northern Miner's Mining Man of the Year 2008. Dr. Barron continues his activities through Potentate Mining LLC, which owns the world’s second largest sapphire mine in Montana, USA, and serves as Chairman and CEO of TSXV listed Aurania Resources Ltd., active in Ecuador.

Scott Morrison, Ph.D.

Dr. Morrison is a Professional Engineer with a BSc. in Geology and a Ph.D in Metallurgy. He has served as a senior executive and/or board member for numerous private and public international mining and metal processing companies. Dr. Morrison currently serves as Director of AK ALTYNALMAS, Kazakhstan, a leading gold producer in Kazakhstan and ZINC OXIDE LLC, Dickson, Tennessee, USA, the largest US producer of various grades of zinc oxide used in the automotive industry.

Warren Boyd, FGC, BSC.(Geol), FCGmA, FGA, (Gemmology)

Warren Boyd is both an experienced exploration/development geologist as well as an experienced gemmologist involved in the development and exploitation of coloured gemstone mines around the world. This has included being the Director of Marketing for Tsar Emerald Corporation from 2004 to 2007 that rehabilitated and brought back into

production an emeralds and alexandrite mine in the Ural Mountains of Russia. Additionally, he has been involved in the development and marketing of Demantoid Garnets, turquoise and peridot from the USA.

Mr. Boyd was also an experienced rough Diamond Valuator with the Canadian Government Diamond Valuator contract involved in the valuation and assessment of the Northwest Territories' rough diamond production for royalty assessment purposes. Mr. Boyd continues to value and consult on the marketing of rough diamond productions from Africa and South America and to also manage his family-owned business in the design and manufacturing of fine jewelry pieces.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

At the date of this Circular or within the ten (10) years prior to the date of this Circular, no proposed director is or has been, 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 Corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “Order ”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to 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.

No proposed director (or personal holding company of any such individual) is, or within the ten (10) years prior to the date of this Circular has:

(a) been a director or executive officer of any corporation that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets such individual.

No proposed director 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 any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

3. Appointment of Auditor

McGovern Hurley LLP, Chartered Accountants (“ McGovern Hurley ”) are the independent registered certified auditors of the Corporation. Management intends to nominate McGovern Hurley for reappointment as auditors of the Corporation at the Meeting. Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote for the reappointment of McGovern Hurly as auditors of the Corporation until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration. McGovern Hurley was first appointed as the Corporation’s auditors effective June 19, 2015.

4. Reapproval of the Stock Option Plan

The Corporation maintains a share incentive plan (the “ Option Plan ”), which was last approved by Shareholders on September 15, 2021.

The policies of the TSX Venture Exchange require all listed companies with a “rolling” stock option plan (such as the Option Plan), under which the maximum number of shares that may be reserved for issuance pursuant to the exercise of stock options is determined as a percentage of an issuer’s issued and outstanding shares, to obtain

approval of their stock option plan at their annual meeting of Shareholders. Accordingly, the Shareholders will be asked to approve the Option Plan at the Meeting.

The Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares. The Option Plan provides for a floating maximum limit of ten percent (10%) of the outstanding Common Shares as permitted by the policies of the TSX Venture Exchange. Under the terms of the Option Plan, the number of Common Shares reserved for issuance to any individual, director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance pursuant to options granted to all technical consultants will not exceed two percent (2%) of the issued and outstanding Common Shares. Options granted to a consultant performing investor relations activities must vest in stages over twelve (12) months with no more than twenty-five percent (25%) of the Common Shares subject to the option vesting in any three-month period. The exercise price of the options granted under the Option Plan shall not be less than the Discounted Market Price, as such term is defined in the policies of the TSX Venture Exchange, and will otherwise conform with the requirements of the applicable policies of the TSX Venture Exchange. Such options will be exercisable for a period of up to ten (10) years from the date of grant. Vesting terms will be determined at the time of grant by the Board.

As at the date hereof, options to purchase a total of 1,950,000 Common Shares have been issued to eligible participants under the Option Plan and remain outstanding. As at the date hereof, the number of Common Shares remaining available for issuance under the Option Plan is 3,682,079. For a summary of the material features of the Plan, please see “ Securities Authorized for Issuance under Equity Compensation Plans – Stock Option Plan ”. The full text of the Option Plan is appended to this Circular as Exhibit I. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution re-approving the Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or instructions FOR the approval of the Option Plan. The management of the Corporation recommends that Shareholders vote in favour of the approval of the Option Plan.

Other Matters

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

AUDIT COMMITTEE INFORMATION

The Audit Committee is responsible for monitoring the Corporation’s accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, the quality and integrity of financial statements, and for directing the auditors’ examination of specific areas. The Audit Committee Terms of Reference are attached as Exhibit II to this Circular.

Composition of the Audit Committee

The members of the Audit Committee are Warren Boyd, Scott Morrison and Keith Barron. Warren Boyd and Scott Morrison are “independent” directors as defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). Keith Barron is not considered “independent” because he is the President and Chief Executive Officer of the Corporation and is thereby considered to have a material relationship with the Corporation. Each member of the Audit Committee is considered to be “financially literate” within the meaning of NI 52-110, which includes the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the Corporation’s financial statements.

Education

Based on their business and educational experiences and access to independent accounting and financial experts, each audit committee member has (i) a reasonable understanding of the accounting principles used by the Company; (ii) an ability to assess the general application of such principles in connection of the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) a reasonable understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, there has not been a recommendation by the Audit Committee respecting the nomination or compensation of the external auditors of the Corporation that was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Terms of Reference.

External Auditor Services Fees (By Category)

The following table discloses the fees billed to the Corporation by its external auditor during the last two completed financial years:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees
March 31,2023	$15,000	Nil	$2,000	$1,343
March 31,2022	$25,000	Nil	$4,000	$1,596

Notes:

(1) Aggregate fees billed for professional services rendered by the auditor for the audit of the Corporation’s annual financial statements, interim reviews, interim proofreads, prospectus work, and filing statement work.

(2) The aggregate fees billed for assurance and related services that are not related to a company’s statutory reporting requirements (i.e. a pension audit, or due diligence work) and are not disclosed in the “Audit Fees” column.

(3) Aggregate fees billed for tax compliance, tax advice and tax planning professional services.

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its audit committee and its reporting obligations under NI 52-110.

EXECUTIVE COMPENSATION

The purpose of this Compensation Discussion and Analysis is to provide information about the Corporation’s executive compensation philosophy, objectives, and processes and to discuss compensation decisions relating to the Corporation’s Chief Executive Officer, Chief Financial Officer, and, if applicable, its three most highly compensated individuals acting as, or in a like capacity as, executive officers of the Corporation whose total compensation for the most recently completed financial year was individually equal to more than $150,000 (the “ NEOs ” or “ Named Executive Officers ”), during the Corporation’s most recently complete financial year, being the financial year ended March 31, 2023 (the “ Last Financial Year ”). Information with respect to NEOs for the financial year ended March 31, 2022 is also included in this Circular as the Corporation did not hold a Shareholder’s meeting for the period ended March 31, 2022. The only NEOs of the Corporation during the Last Financial Year and the year ended March 31, 2022 were Keith Barron, President and Chief Executive Officer (“ CEO ”), and Donna McLean, Chief Financial Officer (“ CFO ”).

Compensation Committee

The compensation committee of the Board (“ Compensation Committee ”) is currently comprised of three directors, namely Keith Barron, Scott Morrison and Warren Boyd. Scott Morrison and Warren Boyd are considered “independent” directors as defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”). Keith Barron is not considered “independent” because he is the President and Chief Executive Officer of the Corporation and is thereby considered to have a material relationship with the Corporation.

The Compensation Committee was appointed by the Board to assist in fulfilling its corporate governance responsibilities under applicable laws, to promote a culture of integrity throughout the Corporation, to assist the Board in setting director and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits as the Compensation Committee sees fit. In the performance of its duties, the Compensation Committee will be guided by the following principles: (i) establishing sound compensation practices that are in the interests of Shareholders and that contribute to effective and efficient decision-making; (ii) offering competitive compensation to attract, retain and motivate the very best qualified executives in order for the Corporation to meet its goals; and (iii) acting in the best interests of the Corporation and its Shareholders by being fiscally responsible.

All Compensation Committee members have direct or indirect experience that is relevant to their responsibilities in executive compensation, as outlined below. In their roles as members of the Compensation Committee and as current or former senior executive officers, each member of the Compensation Committee has developed skills and experience in executive compensation issues which enable them as a group to make decisions on the suitability of the Corporation’s compensation policies and practices.

The Compensation Committee’s purpose is, among other things, to: (i) review and recommend to the Board the compensation plans, including the securities-based compensation plans, long-term incentive plans, and such other compensation plans or structures as are adopted by the Corporation from time to time; and (ii) establish and periodically review the Corporation’s policies in the area of management benefits and perquisites. In performing its duties, the Compensation Committee has the authority to engage and compensate any outside advisors that it determines to be necessary to permit it to carry out its duties.

Compensation Process

The Board relies on the knowledge and experience of the members of the Compensation Committee to set appropriate levels of compensation for senior officers. Neither the Corporation nor the Compensation Committee has engaged any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer compensation during the Corporation’s two most recently completed financial years or since the Last Financial Year.

The Compensation Committee reviews the various elements of the NEOs’ compensation in the context of the total compensation package (including salary, consulting fees and prior awards under the Corporation’s incentive stock option plan) and recommends the NEOs’ compensation packages. The Compensation Committee’s recommendations regarding NEO compensation are presented to the independent members of the Board for their consideration and approval.

Principles/Objectives of the Compensation Program

The primary goal of the Corporation’s executive compensation program is to attract, motivate and retain top quality individuals at the executive level. The program is designed to ensure that the compensation provided to the Corporation’s senior officers is determined with regard to the Corporation’s business strategy and objectives and financial resources, and with the view of aligning the financial interests of the senior officers with the financial interests of the Shareholders.

Compensation Program Design and Analysis of Compensation Decisions

Standard compensation arrangements for the Corporation’s senior officers are comprised of the following elements, which are linked to the Corporation’s compensation and corporate objectives as follows:

Compensation Element	Link to Compensation Objectives	Link to Corporate Objectives
Base Salary and/or Consulting Fees	Attract and Retain	Competitive pay ensures access to skilled employees necessary to achieve corporate objectives.
Stock Options	Motivate and Reward Align interests with shareholders	Long-term incentives motivate and reward senior officers to increase shareholder value by the achievement of long-term corporate strategies and objectives.

Performance and Compensation

The Corporation is an exploratory-stage mining corporation and does not expect to generate revenues from operations in the foreseeable future. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by the Compensation Committee to be appropriate in the evaluation of corporate or NEO performance. The compensation of senior officers is based, in part, on trends in the mineral exploration industry as well as the achievement of the Corporation’s business plans. The Board did not establish any quantifiable criteria during the Last Financial Year with respect to base compensation payable or the amount of equity compensation granted to NEOs and did not benchmark against a peer group of companies.

Base Salaries and Consulting Fees

The Corporation provides senior officers with base salaries or consulting fees which represent their minimum compensation for services rendered or expected to be rendered. NEOs’ base compensation depends on the scope of their experience, responsibilities, leadership skills, performance, length of service, generally industry trends and practices competitiveness, and the Corporation’s existing financial resources. Base salaries will be reviewed annually by the Compensation Committee.

Keith Barron does not receive an annual base consulting fee to enable the Corporation to conserve limited financial resources. During the financial year ended March 31, 2023, the CFO’s base consulting fees were $24,000.

Restricted Share Units

Pursuant to the policies of the NEX board of the TSX Venture Exchange, the Corporation is not permitted to grant restricted share units (“ RSUs ”). Accordingly, the RSU plan of the Corporation previously approved by Shareholders on March 6, 2020 (the “ RSU Plan ”) has been terminated and the Corporation is not seeking to have the RSU Plan reapproved by Shareholders at the Meeting.

Stock Options

The grant of options pursuant to the Corporation’s stock option plan is an integral component of the compensation arrangements of the senior officers of the Corporation. The Board believes that the grant of options to senior officers and Common Share ownership by such officers serves to motivate such officers to strive towards the achievement of the Corporation’s long-term strategic objectives, which benefits the Shareholders. Options may be awarded to directors, officers, employees, and consultants of the Corporation by the Board on the recommendation of the Compensation Committee. Decisions with respect to options granted are based upon the individual’s level of responsibility and their contribution towards the Corporation’s goals and objectives and may be awarded in recognition of the achievement of a particular goal or extraordinary service. The Board considers the overall number of options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of options and the size of such grants. Based on the foregoing factors, the Board has granted a total of 1,950,000 stock options to directors, officers, employees, and consultants.

Compensation Risk Considerations

The Compensation Committee is responsible for considering, establishing and reviewing executive compensation programs, and whether the programs encourage unnecessary or excessive risk-taking. The Corporation believes the programs are balanced and do not motivate unnecessary or excessive risk-taking. The Corporation does not currently have a policy that restricts directors or NEOs from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity. However, to the knowledge of the Corporation as of the date of hereof, no director or NEO of the Corporation has participated in the purchase of such financial instruments.

Base salaries are fixed in amount and thus do not encourage risk-taking. While annual incentive awards focus on the achievement of short-term or annual goals and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the Corporation’s annual incentive award program represents a small percentage of the employee’s compensation opportunities. Annual incentive awards are based on various personal and Corporation-wide achievements. Such performance goals are subjective and include achieving individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities which would trigger the award of a bonus payment to the NEO. The determination as to whether a target has been met is ultimately made by the Board (after receiving recommendations of the Compensation Committee) and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate. Funding of the annual incentive awards is capped at the Corporation level and the distribution of funds to the executive officers is at the discretion of the Compensation Committee.

Stock option awards are important to further align employees’ interests with those of the Shareholders. The ultimate value of the awards is tied to the Corporation’s stock price and since awards are staggered and subject to long-term vesting schedules, they help ensure that NEOs have significant value tied into long-term stock price performance.

Summary Compensation Table for NEOs

The following tables provide information for the Last Financial Year and the years ended March 31, 2021 and March 31, 2022 regarding compensation earned by each of the following NEOs:

Name and principal position	Year Ended Mar. 31				Non-equity incentive plan compensation($)	Non-equity incentive plan compensation($)	All other compensation ($)	Total compensation ($)
			Share-	Option-	Annual incenti ve plans
			based	based		Long-term
		Salary	awards	awards		incentive
		($)	($)	($)		plans
Keith M. Barron(1) President & CEO	2023	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	16,770	16,770
	2021	Nil	Nil	Nil	Nil	Nil	36,000(2)	36,000
Donna McLean CFO & Corporate Secretary	2023	24,000	Nil	Nil	Nil	Nil	Nil	24,000
	2022	24,000	Nil	Nil	Nil	Nil	Nil	24,000
	2021	24,000	Nil	Nil	Nil	Nil	Nil	24,000

Notes:

(1) Keith Barron was appointed as President and CEO effective December 1, 2017.

(2) Effective August 1, 2018, Firestone engaged Big Silver Ltd. ("BSL") to provide office rental space, administrative, communications, and IT services to the Corporation at $5,000 per month. BSL is a private company and controlled by Keith Barron. Commencing January 2019, BSL reduced the monthly consideration to $3,000 per month for rent and telecommunications only. Effective August 31, 2022, the Corporation terminated the corporate services engagement. See “ Interests of Informed Persons in Material Transactions ”.

Incentive Plan Awards to NEOs

The following table provides information regarding the incentive plan awards for each NEO, outstanding as of March 31, 2022:


		Option-based Awards
	Number of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)
Name
Keith M. Barron	500,000	0.13	Nov. 19, 2026	Nil
Donna McLean	500,000	0.13	Nov. 19, 2026	Nil

The following table provides information regarding the incentive plan awards for each NEO, outstanding as of March 31, 2023:


		Option-based Awards
	Number of Common Shares underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)
Name
Keith M. Barron	500,000	0.13	Nov. 19, 2026	Nil
Donna McLean	500,000	0.13	Nov. 19, 2026	Nil

Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information regarding the value vested or earned on incentive plan awards for NEOs during the year ended March 31, 2022:

			Non-equity incentive
			plan compensation –
	Option-based awards – Value	Share-based awards –	Value earned during the
	vested during the year	Value vested	year
Name	($)	($)	($)
Keith M. Barron	N/A	N/A	N/A
Donna McLean	N/A	N/A	N/A

The following table provides information regarding the value vested or earned on incentive plan awards for NEOs during the year ended March 31, 2023:

			Non-equity incentive
			plan compensation –
	Option-based awards – Value	Share-based awards –	Value earned during the
	vested during the year	Value vested	year
Name	($)	($)	($)
Keith M. Barron	N/A	N/A	N/A

			Non-equity incentive
			plan compensation –
	Option-based awards – Value	Share-based awards –	Value earned during the
	vested during the year	Value vested	year
Name	($)	($)	($)
Donna McLean	N/A	N/A	N/A

Pension Plan Benefits

During the financial years ended March 31, 2023 and 2022, the Corporation did not have any pension plans.

Termination and Change of Control Benefits

There are no agreements, compensation plans, contracts or arrangements whereby a NEO is entitled to receive payments from the Corporation in the event of the resignation, retirement or other termination of the NEO’s employment with the Corporation, change of control of the Corporation or a change in the NEO’s responsibilities following a change in control.

Employment Agreements

The Corporation is party to an informal consulting arrangement with Donna McLean, the CFO and Secretary of the Corporation, pursuant to which Ms. McLean is entitled to receive annual consulting fees of $24,000 per year.

Director Compensation

The Board determines the level of compensation for directors, based on recommendations from the Compensation Committee. The Board reviews directors’ compensation as needed, taking into account time commitment, risks and responsibilities to ensure that the amount of compensation adequately reflects the responsibilities and risks of being a director and makes adjustments as deemed necessary.

Directors are not entitled to receive any annual compensation. Further, directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending Board, committee or Shareholder meetings and otherwise incurred in carrying out their duties as directors of the Corporation.

Directors may receive stock option grants as determined by the Board pursuant to the Plan. The exercise price of such options is determined by the Board, but shall in no event be less than the market price of the Common Shares at the time of the grant of the options, less any permissible discounts pursuant to the Plan and the policies of the TSX Venture Exchange.

Director Compensation Table

The following compensation table sets out the total compensation paid to each of the Corporation’s non-executive directors during the year ended March 31, 2022:

Name	Fees earne d ($)	Share- based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other Compensation ($)	Total ($)
Scott Morrison	Nil	Nil	Nil	Nil	Nil	Nil	Nil
John Kowalchuk	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Warren Boyd	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Richard Spencer	Nil	Nil	Nil	Nil	Nil	Nil	Nil

The following compensation table sets out the total compensation paid to each of the Corporation’s non-executive directors during the year ended March 31, 2023:

Name	Fees earne d ($)	Share- based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All other Compensation ($)	Total ($)
Scott Morrison	Nil	Nil	Nil	Nil	Nil	Nil	Nil
John Kowalchuk	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Warren Boyd	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Incentive Plan Awards to Directors

Outstanding Option Awards

The following table provides information regarding the incentive plan awards for each non-executive director outstanding as of March 31, 2022:


					Option-based Awards

		Number of Common Shares
			underlying unexercised				Option
				options		exercise price				Option
	Name			(#)			($)	expiration date
Scott Morrison				750,000			0.13		Nov. 19, 2026			N/A
Richard Spencer(2) (3)				500,000			0.075		July 26, 2023		37,500
Warren Boyd(3)				500,000			0.075		July 26, 2023		37,500

Notes:

(1) Market trade price at March 31, 2022 was $0.11.

(2) Mr. Spencer resigned as Director on February 7, 2022.

The following table provides information regarding the incentive plan awards for each non-executive director outstanding as of March 31, 2023:


					Option-based Awards

		Number of Common Shares
			underlying unexercised				Option
				options		exercise price				Option
	Name			(#)		($)		expiration date
Scott Morrison				750,000		0.13			Nov. 19, 2026		N/A
Warren Boyd				Nil		N/A			N/A		N/A

Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides information regarding the value vested or earned on incentive plan awards for each non-executive director during the year ended March 31, 2022:

			Non-equity incentive
			plan compensation –
	Option-based awards – Value	Share-based awards –	Value earned during the
	vested during the year	Value vested	year
Name	($)	($)	($)
Scott Morrison	N/A	N/A	N/A
Richard Spencer	N/A	N/A	N/A
Warren Boyd	N/A	N/A	N/A

The following table provides information regarding the value vested or earned on incentive plan awards for each non-executive director during the year ended March 31, 2023:

			Non-equity incentive
			plan compensation –
	Option-based awards – Value	Share-based awards –	Value earned during the
	vested during the year	Value vested	year
Name	($)	($)	($)
Scott Morrison	N/A	N/A	N/A
Warren Boyd	N/A	N/A	N/A

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table provides details of the equity securities of the Corporation authorized for issuance as of March 31, 2023, pursuant to the Corporation’s equity compensation plans currently in place:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders(1)	1,950,000	$0.13	3,682,079(2)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	1,950,000(3)		3,682,079

Notes:

(1) The Corporation’s equity compensation plans in place consist of the Option Plan. The number of Common Shares that may be reserved for issuance pursuant to all equity compensation plans is limited to 10% of the issued and outstanding Common Shares on the date of any grants thereunder.

(2) Based on a total of 5,632,079 Common Shares issuable pursuant to the Option Plan, representing 10% of the issued and outstanding Common Shares as at March 31, 2023.

(3) Representing approximately 3.46% of the issued and outstanding Common Shares as at March 31, 2023.

Stock Option Plan

The Option Plan was last approved by Shareholders on September 15, 2021. The following is a summary of the material terms of the Option Plan, and is qualified in its entirety by reference to the full text of the Option Plan attached to this Circular as Exhibit I.

(a) Number of Common Shares Reserved. The maximum number of Shares issuable pursuant to the exercise of outstanding Options granted under the Plan shall be ten percent (10%) of the issued and outstanding Shares from time to time. Any Common Shares subject to an option that has been granted under the Plan and which has been cancelled, repurchased, expired, or terminated in accordance with the terms of the Plan without having been exercised will again be available under the Plan.
(b) Administration . The Plan is to be administered by the Compensation Committee of the Board, or if no Compensation Committee has been appointed, by the Board.
(c) Eligible Persons. Options under the Plan may only be issued to (i) directors, officers, employees and consultants of the Corporation or its affiliated entities, and (ii) entities that control or are controlled by such persons. Such persons and entities are referred to herein as “ Eligible Persons ”.
(d) Board Discretion . The Plan provides that the exercise price, vesting provisions, the extent to which such option is exercisable and other terms and conditions relating to such options shall be determined by the Compensation Committee or the Board, as applicable, and subject to compliance with the policies of the TSX Venture Exchange.
(e) Maximum Term of Options . Options granted under the Plan will be for a term not exceeding ten (10) years from the date of grant.
(f) Maximum Options per Person . So long as the Corporation is listed on the TSX Venture Exchange, the number of Common Shares reserved for issuance to any one consultant, and to all employees performing investor relations activities, pursuant to options granted under the Plan during any twelve (12) month period may not exceed two percent (2%) of the outstanding Common Shares. Options granted to a consultant performing investor relations activities must vest in stages over twelve (12) months with no more than twenty-five percent (25%) of the Common Shares subject to the option vesting in any three (3) month period. The number of Common Shares reserved for issuance to any optionee, other than a consultant or service provider conducting investor relations activities, pursuant to options granted under the Plan during any twelve (12) month period may not exceed five percent (5%) of the outstanding Common Shares at the time of grant.
(g) Insider Participation Limit. The aggregate number of Common Shares reserved for issuance pursuant to Options granted to Insiders at any given time, or within a twelve (12) month period, may not exceed ten percent (10%) of the total number of Common Shares then outstanding unless disinterested Shareholder approval is obtained.
(h) No Assignment . Options granted under the Plan may not be assigned or transferred, except upon death of the optionee.
(i) Amendment and Termination of Plan . The Board may amend or terminate the Plan, subject to any applicable regulatory and Shareholder approval, except that no general amendment of the Plan may adversely affect outstanding options granted under the Plan without the consent of the affected optionee.
(j) Termination Prior to Expiry . Options expire on the earlier of: (a) that date which is ninety (90) days after the optionee ceases to be in at least one of such categories thirty (30) days if the optionee was engaged in Investor Relations Activities for the Corporation) unless an earlier date is provided for in the option agreement with the optionee, and (b) the expiry date of such options. If an optionee dies, any vested and unexercised options of the deceased option holder will be exercisable by his or her heirs for one (1) year or the balance of the term of the options, whichever is shorter.
(k) Exercise Price. Options granted under the terms of the Plan will be exercisable at a price which is not less than not be less than the last closing price of the Shares on the TSX Venture Exchange (or any other stock exchange or market on which the Shares are principally traded) less applicable discounts permitted by the TSX Venture Exchange, or such other minimum exercise price as may be required by the TSX Venture Exchange.
(l) Full Payment for Common Shares . The Corporation will not issue Common Shares pursuant to options granted under the Plan unless and until the Common Shares have been fully paid for.
(m) Reduction of Exercise Price . The exercise price of options granted to insiders may not be decreased without disinterested Shareholder approval.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices, the Corporation has disclosed its corporate governance practices in Exhibit III attached to this Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the year ended March 31, 2023, no director, executive officer or associate of any director or executive officer of the Corporation was indebted to the Corporation, nor were any of these individuals indebted to any other entity to which indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation, including under any securities purchase or other program.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The Corporation and management are not aware of any material interest, direct or indirect, of any informed person of the Corporation, or any associate or affiliate of any informed person or nominee, in any transaction or any proposed transaction since the commencement of the Corporation’s most recently completed financial year which has materially affected or would materially affect the Corporation or any of its subsidiaries.

From August 1, 2018, to August 31, 2022, Firestone engaged Big Silver Ltd. (“BSL”), a private company controlled by Keith Barron, President, CEO, and Chairman to provide certain corporate services (the “Services”) to the Corporation, at a monthly fee ranging $3,000 to $5,000.

Since 2013, Keith Barron, through his nominee company Bambazonke Holdings Ltd., (“ Bambazonke ”), has extended to the Corporation a loan facility to provide funds for the Corporation’s operations, pursuant to a non-interest bearing promissory note (the “ 2013 Note ”). In 2017 Firestone issued a total of 16,496,800 Common Shares to Mr. Barron in exchange for the settlement of $824,840 of indebtedness related to the 2013 Note. As at March 31, 2023 $639,822 is still owing to Mr. Barron pursuant to the 2013 Note.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found under the Corporation’s profile on SEDAR at www.sedar.com. Inquiries including requests for copies of this Circular, the Financial Statements and MD&A for the year ended March 31, 2023 may be directed to the Corporation at Suite 1050, 36 Toronto Street, Toronto, Ontario M5C 2C5. Additional financial information is provided in the Financial Statements and MD&A for the year ended March 31, 2023 which are also available on SEDAR.

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board. DATED this 10[th] day of November, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Keith Barron ”

Keith Barron Chairman, President and Chief Executive Officer

EXHIBIT I STOCK OPTION PLAN

See attached.

I-1

FIRESTONE VENTURES INC.

STOCK OPTION PLAN

Last Approved: September 15, 2021

I-2

Page

SECTION 1 DEFINITIONS AND INTERPRETATION ........................................................................ 1 1.1 Definitions ........................................................................................................................................ 1 1.2 Choice of Law .................................................................................................................................. 4 1.3 Headings ........................................................................................................................................... 4 SECTION 2 GRANT OF OPTIONS ......................................................................................................... 4 2.1 Grant of Options ............................................................................................................................... 4 2.2 Record of Option Grants .................................................................................................................. 5 2.3 Effect of Plan .................................................................................................................................... 5 SECTION 3 PURPOSE AND PARTICIPATION .................................................................................... 5 3.1 Purpose of Plan ................................................................................................................................ 5 3.2 Participation in Plan ......................................................................................................................... 5 3.3 Limits on Option Grants ................................................................................................................... 5 3.4 Notification of Grant ........................................................................................................................ 6 3.5 Copy of Plan ..................................................................................................................................... 6 3.6 Limitation on Service ....................................................................................................................... 6 3.7 No Obligation to Exercise ................................................................................................................ 6 3.8 Agreement ........................................................................................................................................ 6 3.9 Notice ............................................................................................................................................... 6 3.10 Representation to TSXV .................................................................................................................. 7 SECTION 4 NUMBER OF SHARES UNDER PLAN ............................................................................. 7 4.1 Board to Approve Issuance of Shares .............................................................................................. 7 4.2 Number of Shares ............................................................................................................................. 7 4.3 Fractional Shares .............................................................................................................................. 7 SECTION 5 TERMS AND CONDITIONS OF OPTIONS ..................................................................... 7 5.1 Exercise Period of Option ................................................................................................................ 7 5.2 Number of Shares Under Option ...................................................................................................... 7 5.3 Exercise Price of Option .................................................................................................................. 7 5.4 Termination of Option...................................................................................................................... 8 5.5 Vesting of Option and Acceleration ................................................................................................. 9 5.6 Additional Terms.............................................................................................................................. 9 SECTION 6 TRANSFERABILITY OF OPTIONS ................................................................................... 9 6.1 Non-transferable ............................................................................................................................... 9 6.2 Death of Option Holder .................................................................................................................... 9 6.3 Disability of Option Holder .............................................................................................................. 9 6.4 Disability and Death of Option Holder ............................................................................................ 10 6.5 Vesting ........................................................................................................................................... 10 6.6 Deemed Non-Interruption of Engagement ....................................................................................... 10 SECTION 7 EXERCISE OF OPTION ................................................................................................... 10 7.1 Exercise of Option .......................................................................................................................... 10 7.2 Issue of Share Certificates .............................................................................................................. 10 7.3 No Rights as Shareholder ............................................................................................................... 10 SECTION 8 ADMINISTRATION ........................................................................................................... 11 8.1 Board or Committee ....................................................................................................................... 11 8.2 Appointment of Committee............................................................................................................. 11 8.3 Quorum and Voting ........................................................................................................................ 11

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ii -

8.4 Powers of Committee ..................................................................................................................... 11 8.5 Administration by Committee ........................................................................................................ 12 8.6 Interpretation .................................................................................................................................. 12 SECTION 9 APPROVALS AND AMENDMENT ................................................................................. 12 9.1 Shareholder Approval of Plan ........................................................................................................ 12 9.2 Amendment of Option or Plan ....................................................................................................... 12 SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES .......... 13 10.1 Compliance with Laws ................................................................................................................... 13 10.2 Obligation to Obtain Regulatory Approvals .................................................................................... 13 10.3 Inability to Obtain Regulatory Approvals ...................................................................................... 13 SECTION 11 ADJUSTMENTS AND TERMINATION ........................................................................ 13 11.1 Termination of Plan ........................................................................................................................ 13 11.2 No Grant During Suspension of Plan ............................................................................................. 13 11.3 Alteration in Capital Structure ....................................................................................................... 13 11.4 Triggering Events ........................................................................................................................... 14 11.5 Notice of Termination by Triggering Event ................................................................................... 14 11.6 Determinations to be Made By Committee .................................................................................... 14

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STOCK OPTION PLAN

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the meanings set forth below:

(a) " Administrator " means such Executive or Employee of the Company as may be designated as Administrator by the Committee from time to time, if any.
(b)
" Associate " means, where used to indicate a relationship with any person:
(i) any relative, including the spouse of that person or a relative of that person's spouse, where the relative has the same home as the person;
(ii) any partner, other than a limited partner, of that person;
(iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity; and
(iv) any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation.
(c) " Black-Out " means a restriction imposed by the Company on all or any of its directors, officers, employees, insiders or persons in a special relationship whereby they are to refrain from trading in the Company's securities until the restriction has been lifted by the Company.
(d) " Board " means the board of directors of the Company.
(e) " Change of Control " means an occurrence when either:
(i) a Person or Entity, other than the current "control person" of the Company (as that term is defined in the Securities Act ), becomes a "control person" of the Company; or
(ii) a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the Company are not individuals nominated by the Company's then-incumbent Board.
(f) " Committee " means a committee of the Board appointed in accordance with this Plan or if no such committee is appointed, the Board itself.
(g)
" Company " means Firestone Ventures Inc.
" Consultant " has the meaning ascribed thereto in Policy 4.4.
(i) “ Director ” has the meaning ascribed thereto in Policy 4.4.
(j) " Disability " means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines constitutes a disability.

I-5

" Employee " has the meaning ascribed thereto in TSXV Policy 4.4 Security Based Compensation . and includes:

(i) a corporation wholly-owned by such individual; and
(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.
(k) " Executive " means an individual who is a director or officer of the Company or a Subsidiary, and includes: (i) a corporation wholly-owned by such individual; and
(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.
(l) " Exercise Notice " means the written notice of the exercise of an Option, in the form set out as Schedule "B" hereto, duly executed by the Option Holder.
(m) " Exercise Period " means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.
(n) " Exercise Price " means the price at which an Option is exercisable as determined in accordance with section 5.3.
(o) " Expiry Date " means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4.
(p) " Expiry Time " means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in Toronto, Ontario on the Expiry Date.
(q) " Grant Date " means the date on which the Committee grants a particular Option, which is the date the Option comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.
(r) " Insider " means an insider as that term is defined in the Securities Act ; (s) “ Investor Relations Service Providers ” has the meaning ascribed thereto in Policy 4.4. (t) " Market Value " means the market value of the Shares as determined in accordance with section 5.3. (u) “ Material Information ” has the meaning ascribed thereto under the Securities Act.
(v) " Option " means an incentive share purchase option granted pursuant to this Plan entitling the Option Holder to purchase Shares of the Company.
(w) " Option Certificate " means the certificate, in substantially the form set out as Schedule "A" hereto, evidencing the Option.
(x) " Option Holder " means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.
(y) " Outstanding Issue " means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.

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(z) " Person or Entity " means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.
(aa) " Personal Representative " means:
(i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and
(ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder.
(bb) " Plan " means this stock option plan as from time to time amended.
“
(cc) Policy 4.4 ” means TSXV Policy 4.4 Security Based Compensation .
(dd) " Regulatory Approvals " means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder.
(ee) " Regulatory Authorities " means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder.
(ff) " Regulatory Rules " means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of the applicable Regulatory Authorities.
(gg) " Securities Act " means the Securities Act (British Columbia), RSBC 1996, c.418 as from time to time amended.
(hh) “ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.
(ii) “ Security Based Compensation Plan ” has the meaning ascribed thereto in Policy 4.4.
(jj) " Share " or " Shares " means, as the case may be, one or more common shares without par value in the capital stock of the Company.
(kk) " Subsidiary " means a wholly-owned or controlled subsidiary corporation of the Company.
(ll) " Triggering Event " means:
(i) the proposed dissolution, liquidation or wind-up of the Company;
(ii) a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporations as a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation;
(iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one or more Persons or Entities;
(iv) a proposed Change of Control of the Company;

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(v) the proposed sale or other disposition of all or substantially all of the assets of the Company; or
(vi) a proposed material alteration of the capital structure of the Company which, in the opinion of the Committee, is of such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect.
(mm) " TSXV " means the TSX Venture Exchange Inc.
(nn) " Vest " or " Vesting " means that a portion of the Option granted to the Option Holder which is available to be exercised by the Option Holder at any time and from time to time.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia. The Company and each Option Holder hereby attorn to the jurisdiction of the Courts of British Columbia.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

SECTION 2 GRANT OF OPTIONS

2.1 Grant of Options

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions as are permitted under this Plan.

2.2 Record of Option Grants

The Committee shall be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect of each Option:

(a) the name and address of the Option Holder;
(b) the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;
(c) the Grant Date and Expiry Date of the Option;
(d) the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the Option;
(e) the vesting and other additional terms, if any, attached to the Option; and
(f) the particulars of each and every time the Option is exercised.

2.3 Effect of Plan

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the Plan. The Option Certificates will be issued for convenience only

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and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

SECTION 3 PURPOSE AND PARTICIPATION

3.1 Purpose of Plan

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments.

3.2 Participation in Plan

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and Consultants, if any, to whom Options are to be granted.

3.3 Limits on Option Grants

If the Company is listed on TSXV, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the TSXV:

(a) The maximum amount of Security Based Compensation which may be granted to Insiders under the Plan and any other Security Based Compensation Plan of the Company at any point in time shall be 10% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval as required by the TSXV);
(b) The maximum amount of Security Based Compensation which may be granted to Insiders under the plan and any other Security Based Compensation Plan of the Company within any 12 month period shall be 10% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval as required by the TSXV);
(c) the maximum number of Options which may be granted to any one Option Holder under the Plan within any 12 month period shall be 5% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval as required by the TSXV);
(d) with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversary of the Grant Date of such Option;
(e) the maximum number of Options which may be granted to any one Consultant within any 12 month period must not exceed 2% of the Outstanding Issue; and
(f) the maximum number of Options which may be granted within any 12 month period to Investor Relations Service Providers must not exceed 2% of the Outstanding Issue, and such options must vest in stages . such that: (i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted; (ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted; (iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and (iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

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and such limitation will not be an amendment to this Plan requiring the Option Holders consent under section 9.2 of this Plan.

3.4 Notification of Grant

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of the grant and shall enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such time as the Company has obtained all necessary Regulatory Approvals for the grant of the Option.

3.5 Copy of Plan

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

3.6 Limitation on Service

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or any Subsidiary, nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary.

3.7 No Obligation to Exercise

Option Holders shall be under no obligation to exercise Options granted under this Plan.

3.8 Agreement

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder receives his, her or its Options pursuant to an oral or written agreement with the Company or a Subsidiary, whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been amended accordingly.

3.9 Notice

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to have been provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the Company shall be under no obligation to confirm receipt or delivery.

3.10 Representation to TSXV

As a condition precedent to the issuance of an Option, the Company must be able to represent to TSXV as of the Grant Date that the Option Holder is a bona fide Executive, Employee or Consultant of the Company or any Subsidiary. Both the Company and the Option Holder are responsible for confirming that that the Option Holder is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

SECTION 4

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NUMBER OF SHARES UNDER PLAN

4.1 Board to Approve Issuance of Shares

The Board shall approve by resolution the issuance of all Shares to be issued to Option Holders upon the exercise of Options, such authorization to be deemed effective as of the Grant Date of such Options regardless of when it is actually done. The Board shall be entitled to approve the issuance of Shares in advance of the Grant Date, retroactively after the Grant Date, or by a general approval of this Plan.

4.2 Number of Shares

Subject to adjustment as provided for herein, the number of Shares which will be available for purchase pursuant to Options granted pursuant to this Plan will not exceed 10% of the issued and outstanding Shares as at the time of grant. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

4.3 Fractional Shares

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

SECTION 5 TERMS AND CONDITIONS OF OPTIONS

5.1 Exercise Period of Option

Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option.

5.2 Number of Shares Under Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option.

5.3 Exercise Price of Option

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market Value of the Shares as of the Grant Date. The Market Value of the Shares for a particular Grant Date shall be determined as follows:

(a) for each organized trading facility on which the Shares are listed, Market Value will be the closing trading price of the Shares on the day immediately preceding the Grant Date, and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;
(b) if the Company's Shares are listed on more than one organized trading facility, the Market Value shall be the Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;
(c) if the Company's Shares are listed on one or more organized trading facilities but have not traded during

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the ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee; and

(d) if the Company's Shares are not listed on any organized trading facility, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms' length.

Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum prescribed by each of the organized trading facilities that would apply to the Company on the Grant Date in question.

5.4 Termination of Option

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4, or 11.4 of this Plan:

(a) Ceasing to Hold Office - In the event that the Option Holder holds his or her Option as an Executive and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 90th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as a result of:
(i) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;
(ii) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or any Subsidiary; or
(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position; OR

(b) Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Option as an Employee or Consultant and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 90th day following the date the Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of:
(i) termination for cause;
(ii) resigning his or her position; or
(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant

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prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option.

5.5 Vesting of Option and Acceleration

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan.

5.6 Additional Terms

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

SECTION 6 TRANSFERABILITY OF OPTIONS

6.1 Non-transferable

Except as provided otherwise in this Section 6, Options are non-assignable and non-transferable.

6.2 Death of Option Holder

In the event of the Option Holder's death, any Options held by such Option Holder shall pass to the Personal Representative of the Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the date of death and the applicable Expiry Date.

6.3 Disability of Option Holder

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or a Subsidiary is terminated by the Company by reason of such Option Holder's Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the date which is the earlier of one year following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date.

6.4 Disability and Death of Option Holder

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary by reason of such Option Holder's Disability and such Option Holder dies within one year after the termination of such engagement, any Options held by such Option Holder that could have been exercised immediately prior to his or her death shall pass to the Personal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the death

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of such Option Holder and the applicable Expiry Date.

6.5 Vesting

Unless the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

6.6 Deemed Non-Interruption of Engagement

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder's right to re-employment or re-engagement by the Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder's re-employment or re-engagement is not so guaranteed, then his or her employment or engagement shall be deemed to have terminated on the ninetyfirst day of such leave.

SECTION 7 EXERCISE OF OPTION

7.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Administrator the required Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares then being purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein, Options may not be exercised during Black-Out unless the Committee determines otherwise.

7.2 Issue of Share Certificates

As soon as reasonably practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option to the Option Holder concurrent with delivery of the Share Certificate.

7.3 No Rights as Shareholder

Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any dispute over the date of the issuance of the certificates, the decision of the Committee shall be final, conclusive and binding.

7.4 Black-Out Periods

If an Option expires during a Black-Out, the term of the Option may be extended for a period of ten (10) days following the final day of the Black-Out, provided that:

(a) The Black-Out must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Company formally imposing a Black-Out, the expiry date of Options will not be automatically extended.

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(b) The Black-Out must expire following the general disclosure of the undisclosed Material Information. The expiry date of the affected Option can be extended to no later than ten (10) business days after the expiry of the BlackOut.
(c) The automatic extension of an Option will not be permitted where the Option Holder or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company’s securities.
(d) The automatic extension is available to all eligible Option Holders under the Plan under the same terms and conditions.

S ECTION 8 ADMINISTRATION

8.1 Board or Committee

The Plan shall be administered by the Board, by a Committee of the Board appointed in accordance with section 8.2 below, or by an Administrator appointed in accordance with subsection 8.4(b).

8.2 Appointment of Committee

The Board may at any time appoint a Committee, consisting of not less than two of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

8.3 Quorum and Voting

A majority of the members of the Committee shall constitute a quorum and, subject to the limitations in this Section 8, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself or herself (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to the granting of Options to that member). The Committee may approve matters by written resolution signed by a majority of the quorum.

8.4 Powers of Committee

The Committee (or the Board if no Committee is in place) shall have the authority to do the following:

(a) administer the Plan in accordance with its terms;
(b) appoint or replace the Administrator from time to time;
(c) determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Value of the Shares;
(d) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;
(e) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;
(f) determine the duration and purposes of leaves of absence from employment or engagement by the

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Company which may be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan;

(g) do the following with respect to the granting of Options:
(i) determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan;
(ii) determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant Date, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option);
(iii) subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;
(iv) determine when Options shall be granted; and
(v) determine the number of Shares subject to each Option;
(h) accelerate the vesting schedule of any Option previously granted; and
(i) make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan.

8.5 Administration by Committee

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.

8.6 Interpretation

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final, conclusive and binding and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Committee and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

SECTION 9 APPROVALS AND AMENDMENT

9.1 Shareholder Approval of Plan

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of a majority of the votes cast at a meeting of the shareholders of the Company or by a majority of votes cast by disinterested shareholders at a meeting of shareholders of the Company. If shareholder approval is required, any Options granted under this Plan prior to such time will not be exercisable or binding on the Company unless and until such shareholder approval is obtained.

9.2 Amendment of Option or Plan

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would:

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(a) materially decrease the rights or benefits accruing to an Option Holder; or
(b) materially increase the obligations of an Option Holder;

then, unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced or the term of the Option is extended and the Option Holder is an Insider of the Company, the Insider must not exercise the option until the amendments have been approved by the disinterested shareholders of the Company, if required by the TSXV.

SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1 Compliance with Laws

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and the certificates representing such Shares accordingly.

10.2 Obligation to Obtain Regulatory Approvals

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Options to be granted without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities in respect of the Plan and each grant of Options hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2 of this Plan.

10.3 Inability to Obtain Regulatory Approvals

The Company's inability to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by the Committee to be necessary to complete the grant of Options hereunder, the exercise of those Options or the lawful issuance and sale of any Shares pursuant to such Options, shall relieve the Company of any liability with respect to the failure to complete such transaction.

SECTION 11 ADJUSTMENTS AND TERMINATION

11.1 Termination of Plan

Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan. Unless earlier terminated as provided in this Section 11, the Plan shall terminate on, and no more Options shall be granted under the Plan after, the tenth anniversary of the Effective Date of the Plan.

11.2 No Grant During Suspension of Plan

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any Option previously granted.

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11.3 Alteration in Capital Structure

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged, reclassified or in any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation:

(a) a change in the number or kind of shares of the Company covered by such Options; and
(b) a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.

Notwithstanding the foregoing, any adjustment other than in connection with a security consolidation or security split, to Security Based Compensation granted or issued under a Security Based Compensation Plan must be subject to the prior acceptance of the TSXV, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

11.4 Triggering Events

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and notwithstanding any other provisions of this Plan or any Option Certificate, the Committee may, without the consent of the Option Holder or Holders in question:

(a) cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event; or
(b) cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock options of another corporation upon the occurrence of a Triggering Event in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment requiring the Option Holder's consent for the purpose of section 9.2 of the Plan.

11.5 Notice of Termination by Triggering Event

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrence of a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

11.6 Determinations to be Made By Committee

Adjustments and determinations under this Section 11 shall be made by the Committee, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.

I-18

SCHEDULE "A"

[Include the following Exchange hold period if i) the exercise price of the stock options is based on less than Market Price; or ii) if the certificate is issued to persons holding securities carrying more than 10% of the voting rights attached to the Company’s securities; or if the certificate is issued to directors, officers or promoters of the Company]

[Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until  [ date four months and one day after Grant Date ].]

FIRESTONE VENTURES INC.

STOCK OPTION PLAN - OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the "Plan") of Firestone Ventures Inc. (the "Company") and evidences that  [Name of Option Holder] is the holder (the "Option Holder") of an option (the "Option") to purchase up to  common shares (the "Shares") in the capital stock of the Company at a purchase price of Cdn.$  per Share (the "Exercise Price"). This Option may be exercised at any time and from time to time from and including the following Grant Date through to and including up to 5:00 p.m. local time in Toronto, Ontario (the "Expiry Time") on the following Expiry Date:

(a) the Grant Date of this Option is  , 20  ; and
(b) subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4 of the Plan, the Expiry Date of this Option is  ,20 

To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time on the Expiry Date, an Exercise Notice, in the form provided in the Plan, which is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised.

This Option Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.

[Include the following Exchange hold period only if the exercise price of the stock options is based on less than Market Price. or ii) if the certificate is issued to persons holding securities carrying more than 10% of the voting rights attached to the Company’s securities; or if the certificate is issued to directors, officers or promoters of the Company]

[Any share certificates issued pursuant to an exercise of the Option before  [date four months and one day after Grant Date] will contain the following legend:

"Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until  [date four months and one day after Grant Date] ."]

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If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the certificate(s) representing the Shares will be endorsed with the following or a similar legend:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, of the United States of America (the "Act") or the securities laws of any state ("State") of the United States of America and may not be sold, transferred, pledged, hypothecated or distributed, directly or indirectly, to a U.S. person (as defined in Regulation S adopted by the U.S. Securities and Exchange Commission under the Act) or within the United States unless such securities are (i) registered under the Act and any applicable State securities act (a "State Act"), or (ii) exempt from registration under the Act and any applicable State Act and the Company has received an opinion of counsel to such effect reasonably satisfactory to it, or (iii) sold in accordance with Regulation S and the Company has received an opinion of counsel to such effect reasonably satisfactory to it."

This Option was granted to the Option Holder in his or her capacity as a  [pick one: Director, Officer, Employee, Consultant] of the Company, and shall continue in effect should his or her status change and he or she continue in a new capacity as a Director, Officer, Employee or Consultant of the Company.

FIRESTONE VENTURES INC.

Per:

Director

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the Option Holder is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is not exercisable until such approval has been obtained.

Signature of Option Holder:

Date signed:

Signature

Print Name

Address

I-20

OPTION CERTIFICATE – SCHEDULE

[Complete the following additional terms and any other special terms, if applicable, or remove the inapplicable terms or this schedule entirely.]

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows:

The Options will not be exercisable unless and until they have vested and then only to the extent that they have vested. The Options will vest in accordance with the following:
(a)  Shares (  %) will vest and be exercisable on or after the Grant Date;
(b)  additional Shares (  %) will vest and be exercisable on or after  [date];
(c)  additional Shares (  %) will vest and be exercisable on or after  [date];
(d)  additional Shares (  %) will vest and be exercisable on or after  [date];
Upon the Option Holder ceasing to hold a position with the Company, other than as a result of the events set out in paragraphs 5.4(a) or 5.4(b) of the Plan, the Expiry Date of the Option shall be  [Insert date desired that is longer or shorter than the standard 90 days set out in the Plan] following the date the Option Holder ceases to hold such position.

I-21

SCHEDULE "B"



STOCK OPTION PLAN

NOTICE OF EXERCISE OF OPTION

TO: The Administrator, Stock Option Plan FIRESTONE VENTURES INC.

1800 - 8 King Street East

Toronto, Ontario M5C 1B5 (or such other address as the Company may advise)

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the "Plan") of Firestone Ventures Inc. (the "Company"), of the exercise of the Option to acquire and hereby subscribes for ( cross out inapplicable item):

(a) all of the Shares; or

(b) of the Shares;

which are the subject of the Option Certificate attached hereto (attach your original Option Certificate) .

The undersigned tenders herewith a certified cheque or bank draft ( circle one ) payable to "  " in an amount equal to the aggregate Exercise Price of the aforesaid Shares and directs the Company to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address ( provide full complete address ):

The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict compliance with this form and delivered to the required address with the required payment prior to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date of the Option.

DATED the day of , 20 .

Signature of Option Holder

I-22

EXHIBIT II AUDIT COMMITTEE’S TERMS OF REFERENCE

I. Mandate

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

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

II. Composition

The Committee shall be comprised of three directors as determined by the Firestone Directors, the majority of whom shall be independent directors, pursuant to the policies of the TSX Venture Exchange and the securities regulatory authorities.

At least one member of the Committee shall have accounting or related financial management expertise. It is the goal of Firestone that all members of the Committee are financially literate. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of Firestone's Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by Firestone's financial statements.

The members of the Committee shall be elected by the Firestone Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the Firestone Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at least twice annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with management and the external auditors in separate sessions.

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to the Audit Committee members with copies to the Firestone Directors, the Chief Financial Officer or such other officer acting in the capacity and the external auditor.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

Review and update this Charter annually.

II-1

Review Firestone's annual financial statements, MD&A and any annual earnings press releases before Firestone publicly discloses this information and any reports or other financial information, which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

Require the external auditors to report directly to the Committee.
Review annually the performance of the external auditors who shall be ultimately accountable to the Firestone Directors and the Committee as representatives of the shareholders of Firestone.
Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and Firestone and confirming their independence from Firestone.
Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
Take, or recommend that the Firestone Directors take, appropriate action to oversee the independence of the external auditors.
Recommend to the Firestone Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval and the compensation of the external auditors.
Review with management and the external auditors the terms of the external auditors’ engagement letter.
At each meeting, consult with the external auditors, without the presence of management, about the quality of Firestone’s accounting principles, internal controls and the completeness and accuracy of Firestone's financial statements.
Review and approve Firestone's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of Firestone.
Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by Firestone’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(ii) the aggregate amount of all such non-audit services provided to Firestone constitutes not more than five percent of the total amount of revenues paid by Firestone to its external auditors during the fiscal year in which the non-audit services are provided;
(iii) such services were not recognized by Firestone at the time of the engagement to be nonaudit services; and
(iv) such services are promptly brought to the attention of the Committee by Firestone and approved prior to the completion of the audit by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

II-2

Financial Reporting Processes

In consultation with the external auditors, review with management the integrity of Firestone's financial reporting process, both internal and external.
Consider the external auditors’ judgments about the quality and appropriateness of Firestone’s accounting principles as applied in its financial reporting.
Consider and approve, if appropriate, changes to Firestone’s auditing and accounting principles and practices as suggested by the external auditors and management.
Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
Review any significant disagreement among management and the external auditors regarding financial reporting.
Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
Review certification process.
Establish procedures for:
(i) the receipt, retention and treatment of complaints received by Firestone regarding accounting, internal accounting controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of Firestone of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

V. Authority

The Committee may:

(a) engage independent outside counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the Committee; and
(c) communicate directly with the external auditors. The Committee shall have unrestricted access to Firestone’s personnel and documents and will be provided with the resources necessary to carry out its responsibilities.

Approved by the Board of Directors on May 2, 2006.

II-3

EXHIBIT III CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision-making.

Board of Directors

NI 58-101 defines an “independent director” as a director who has no direct or indirect material relationship with the Corporation. A “material relationship” is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgment.

The Board is currently composed of three directors. Keith Barron, Scott Morrison and Warren Boyd. Mr. Morrison and Mr. Boyd are considered “independent” directors as defined in NI 58-101. Mr. Barron is not considered “independent” because he is the President and CEO of the Corporation and is thereby considered to have a material relationship with the Corporation.

The Board functions independently of management. To enhance its ability to act independent of management, the Board may in the future meet in the absence of members of management or may excuse such persons from all or a portion of any meeting where an actual or potential conflict of interest arises or where the Board otherwise determines is appropriate.

Directorships

Certain of the directors and proposed directors of the Corporation are also current directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Director	Other Reporting Issuer	Trading Market
Keith Barron	Aurania Resources Ltd.	TSX-V
Scott Morrison	N/A	N/A
Warren Boyd	N/A	N/A

Orientation and Continuing Education

All prospective nominees for membership to the Board receive appropriate information to permit them to fully understand the role of the Board and its committees, as well as the contributions expected of individual directors (including the expected time and resources). All new directors are provided with a comprehensive orientation on the nature and operation of the Corporation’s business.

The directors are provided with ongoing information and education on the Corporation’s operations by way of regular conference calls, emails, Board disclosure packages and management presentations. Directors maintain the skill and knowledge necessary to meet their obligations as directors by means of their current education and experience as business managers, service as directors of other public issuers, and advice from the Corporation’s legal counsel, auditors and other advisors. Directors are encouraged to attend conferences, seminars and other ongoing education opportunities in order to maintain or enhance their skills and abilities as directors, as well as ensure that their knowledge and understanding of the Corporation’s business remains current.

Ethical Business Conduct

Effective May 7, 2007, the Corporation adopted a Code of Business Conduct and Ethics ( “Code” ), which sets out in detail the purpose, scope and application of the Code and outlines general principles by which the Corporation is governed. A copy of the Code is available on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

III-1

The Corporation values honesty, high ethical standards and compliance with laws, rules and regulations. The Code requires compliance with accounting requirements and accuracy of records and reported information, promotes equal employment opportunity, prohibits discrimination and harassment, mandates compliance with laws, promotes safety and protection of the environment, addresses conflicts of interest, promotes fair dealing with shareholders, suppliers and each other, requires that information received in the course of employment or as a director, be kept strictly confidential, including personal information; requires disclosure of gifts and encourages the reporting of any illegal or unethical behaviour. Directors ensure that they and management set an example by conducting the Corporation’s business and dealings with the highest ethical standards. Through management, the Board ensures that employees and consultants are made aware of, and comply with, the Code.

Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board. The Corporation’s present business does not require it to have a large board of directors. The Board annually considers the skills and competencies of the directors to determine if additional skills and competencies would be helpful to the Board. If it is determined that a particular skill or competency should be sought in a director, the process to locate a suitable candidate is informal. Individual members of the Board and/or management will discuss potential candidates, make inquiries and have discussions with such persons. If one or more candidates appear to be suitable, they will then be recommended for consideration by the Board as a whole.

Compensation

The Board determines the compensation for directors and senior managers, including the Chief Executive Officer, on the recommendations of the Compensation Committee. A formal process has not been adopted. For more information about determination of compensation, see “ Executive Compensation ” in the Circular.

Other Board Committees

The Board does not have any standing committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board does not consider formal assessments useful given the stage of the Corporation’s business and operations. However, the directors believe that nomination to the Board is not open ended and that directorships should be reviewed carefully for alignment with the Corporation’s strategic needs. To this extent, the directors constantly review individual director performance and the performance of the Board as a whole, including processes and effectiveness, and the performance of the chairperson, if any, of the Board. A more formal assessment process will be instituted if and when the Board considers it to be necessary.

III-2

AI assistant

Firestone Ventures Inc. — Proxy Solicitation & Information Statement 2023

43804_rns_2023-11-20_f10e4da4-5b23-4580-9ad3-1ddade0d6892.pdf

FIRESTONE VENTURES INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO

FIRESTONE VENTURES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

FIRESTONE VENTURES INC.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2023

SOLICITATION OF PROXIES

Shareholders are reminded to review this Circular before voting.

APPOINTMENT AND REVOCATION OF PROXIES

VOTING

VOTING BY NON-REGISTERED SHAREHOLDERS

REQUEST FOR FINANCIAL STATEMENTS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

BUSINESS OF THE MEETING

1. Financial Statements

2. Election of Directors

Keith Barron, Ph.D.

Scott Morrison, Ph.D.

Warren Boyd, FGC, BSC.(Geol), FCGmA, FGA, (Gemmology)

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

3. Appointment of Auditor

4. Reapproval of the Stock Option Plan

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or instructions FOR the approval of the Option Plan. The management of the Corporation recommends that Shareholders vote in favour of the approval of the Option Plan.

Other Matters

AUDIT COMMITTEE INFORMATION

Composition of the Audit Committee

Education

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Services Fees (By Category)

Exemption

EXECUTIVE COMPENSATION

Compensation Committee

Compensation Process

Principles/Objectives of the Compensation Program

Compensation Program Design and Analysis of Compensation Decisions

Performance and Compensation

Base Salaries and Consulting Fees

Restricted Share Units

Stock Options

Compensation Risk Considerations

Summary Compensation Table for NEOs

Incentive Plan Awards to NEOs

Pension Plan Benefits

Termination and Change of Control Benefits

Employment Agreements

Director Compensation

Director Compensation Table

Incentive Plan Awards to Directors

Outstanding Option Awards

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Stock Option Plan

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

BY ORDER OF THE BOARD OF DIRECTORS

EXHIBIT I STOCK OPTION PLAN

FIRESTONE VENTURES INC.

STOCK OPTION PLAN

TABLE OF CONTENTS

STOCK OPTION PLAN

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Choice of Law

1.3 Headings

SECTION 2 GRANT OF OPTIONS

2.1 Grant of Options

2.2 Record of Option Grants

2.3 Effect of Plan

SECTION 3 PURPOSE AND PARTICIPATION

3.1 Purpose of Plan

3.2 Participation in Plan

Firestone Ventures Inc. Proxy Solicitation & Information Statement 2023