Fireweed Metals Corp.

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Management Information Circular Fireweed Metals Corp. Dated this 3rd day of May 2024

Fireweed Metals Corp. Suite 2800, Four Bentall Centre, 1055 Dunsmuir St. Vancouver, BC, V7X 1L2 Email: [email protected]

Management Information Circular

Who We Are

Fireweed Metals Corp. (“Fireweed” or the “Company”) is a public mineral exploration company on the leading edge of Critical Minerals project development. Fireweed has three projects located in Canada:

The flagship project is the 100% owned Macpass Project (Yukon), one of the world’s largest undeveloped zinc-lead-silver resources.
Fireweed holds the Mactung Project (Yukon/NWT), one of the world’s largest and highest-grade undeveloped tungsten deposits[1] .
In 2022 Fireweed staked the Gayna River property (NWT) which is host to extensive zinc-lead-silver (gallium-germanium) mineralization.

In Canada, Fireweed (TSXV: FWZ) trades on the TSX Venture Exchange. In the USA, Fireweed (OTCQX: FWEDF) trades on the OTCQB Venture Market for early stage and developing US and international companies.

Additional information about Fireweed and its projects can be found on the Company’s website at www.fireweedmetals.com and at www.sedarplus.ca.

Who We Are ................................................................................................................................................. 1 Table of Contents ........................................................................................................................................ 1 Notice of Annual General and Special Meeting of Shareholders ........................................................... 2 General Information .................................................................................................................................... 3 Voting Information ...................................................................................................................................... 3 Particulars of Matters to be Acted Upon................................................................................................... 7 Interest of Certain Persons in Matters to be Acted Upon ..................................................................... 11 Director Profiles ........................................................................................................................................ 11 Corporate Governance Practices ............................................................................................................ 15 Compensation Discussion and Analysis ................................................................................................ 19 Interest of Informed Persons in Material Transactions ......................................................................... 29 Audit Committee ....................................................................................................................................... 30 Additional Information .............................................................................................................................. 32

1 References to relative size and grade of the Mactung historic resources and Macmillan Pass resources in comparison to other tungsten and zinc deposits elsewhere in the world, respectively, are based on review of the Standard & Poor’s Global Market Intelligence Capital IQ database.

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Management Information Circular

Notice of Annual General and Special Meeting of Shareholders

TAKE NOTICE that an Annual General and Special Meeting (the “ Meeting ”) of the shareholders of FIREWEED METALS CORP . (the “ Company ”) will be held in the Boardroom at Suite 2800, 1055 Dunsmuir Street, Vancouver, BC, on Tuesday, June 11, 2024 , at 2:00 p.m. (Vancouver time). In the event the Company decides to change the date, time, location, and/or format of the Meeting to electronic or virtual, the Company will issue a press release announcing the change and take all reasonable steps necessary to inform all parties involved in the proxy infrastructure, including intermediaries and the Company’s transfer agent, of the change. The Company encourages all shareholders to vote by proxy and also to monitor the Company’s profile on SEDAR+ for any changes to Meeting arrangements. The Meeting will be held for the following purposes:

To receive the audited financial statements of the Company for the financial year ended December 31, 2023, together with the Auditor’s Report thereon.
To elect seven directors of the Company for the ensuing year.
To re-appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration.
To ratify, confirm, and approve by ordinary resolution, the Company’s stock option plan, as more particularly described in the accompanying Information Circular.
To approve by special resolution changing the name of the Company to such other name as the board of directors in its sole discretion determines is appropriate from time to time and which may be approved by the TSX Venture Exchange and the Yukon Registrar of Corporations.
To transact such other business as may be brought before the Meeting.

Accompanying this Notice is an Information Circular dated May 3, 2024, a form of proxy or voting instruction form, and a reply card for use by shareholders who wish to receive the Company’s interim and/or annual financial statements. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date, and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, this 3[rd] day of May 2024.

ON BEHALF OF THE BOARD

“Peter Hemstead”

Peter Hemstead

Director and Interim President and Chief Executive Officer

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Management Information Circular

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2024

General Information

Information contained in this Management Information Circular (the “ Information Circular ” or “ Circular ”) is as of April 12, 2024 (the “ Record Date ”) unless otherwise indicated. All dollar amounts referenced herein are in Canadian Dollars (“ CAD ”), unless otherwise specified. The exchange rate as at December 29, 2023 was CAD$1.00 = US$0.7561. This Information Circular has been approved by the board of directors of the Company (the “ Board ” or “ Directors ”).

All Meeting materials and voting instructions may also be found on the Company's SEDAR+ profile at http://www.sedarplus.ca/, and on the Company's website: https://fireweedmetals.com/investors/agm/.

Voting Information

Persons Making the Solicitation

This Information Circular is furnished in connection with the solicitation of proxies by the management of Fireweed Metals Corp. (the “ Company ”) for use at the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of the Company, to be held on Tuesday, June 11, 2024 , at the time and location and for the purposes set forth in the accompanying Notice of Meeting (the “ Notice ”) and at any adjournment thereof.

Except as noted below, the Company has distributed or made available for distribution, copies of the Notice, the Information Circular and form of proxy or voting instruction form (“ VIF ”) (if applicable) (the “ Meeting Materials ”) to clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the “ Intermediaries ”) for distribution to Beneficial Shareholders (as defined below) whose common shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward such documents to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The Company is sending proxy-related materials directly to NOBOs (as defined below), through the services of its transfer agent and registrar, Endeavor Trust Corporation. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by the Company if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. The Company will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the Meeting Materials. The Company is not relying on the notice-and-access provisions of securities laws for delivery of the Meeting Materials to registered shareholders or Beneficial Shareholders.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are directors and/or officers of the Company. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for such shareholder and on their behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by inserting in the blank space provided for that purpose, the name of the desired person or by completing another proper form of proxy and, in either case,

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Management Information Circular

delivering the completed and executed proxy to the Company’s transfer agent and registrar, Endeavor Trust Corporation, Proxy Department, Suite 702 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, or by email to [email protected] or fax at 604-559-8908, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment thereof, or delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting. A proxy must be executed by the registered shareholder or their attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies given by shareholders for use at the Meeting may be revoked prior to their use:

a) by depositing an instrument in writing executed by the shareholder or by such shareholder’s attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing:
i) at the registered office, Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof; or
ii) with the chair of the Meeting on the day of the Meeting or any adjournment thereof; or
b) in any other manner permitted by law.

Exercise of Discretion by Proxies

The persons named in the accompanying form of proxy will vote the common shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. The common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted on, the common shares will be voted accordingly. In the absence of such direction, where the management nominees are appointed as proxyholder, such common shares will be voted in favour of the passing of the matters set out in the Notice. The 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 or any adjournment thereof. At the time of the printing of this Information Circular, the management of the Company knows of no such amendments, variations, or other matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters which at present are not known to the management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Advice to Beneficial Shareholders

Shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares, or non-objecting beneficial owners (“ NOBOs ”) whose names have been provided to the Company’s registrar and transfer agent, can be recognized and acted upon at the Meeting. The information set forth in this section is therefore of significant importance to a substantial number of shareholders who do not hold their common shares in their own name (referred to in this section as “ Beneficial Shareholders ”). If common shares are listed in an account statement provided to a shareholder by an Intermediary, then in almost all cases those common shares will not be registered in such shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., as nominee

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Management Information Circular

for CDS Clearing and Depository Services Inc., which acts as a depository for many Canadian Intermediaries. Common shares held by Intermediaries, or their nominees can only be voted for or against resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting common shares for their clients.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided by the Company to the Intermediaries. However, its purpose is limited to instructing the Intermediary how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails the VIFs or proxy forms to the Beneficial Shareholders and asks the Beneficial Shareholders to return the VIFs or proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy or VIF from Broadridge cannot use that proxy to vote common shares directly at the Meeting - the proxy must be returned to Broadridge well in advance of the Meeting in order to have the common shares voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Intermediary and vote their common shares in that capacity.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert their name (or the name of the person that the NOBO wants to attend and vote on the NOBO’s behalf) in the space provided on the VIF and return it to the Company or its transfer agent. If the Company receives a written request that the NOBO or its nominee be appointed as proxyholder, if management is holding a proxy with respect to common shares beneficially owned by such NOBO, the Company will arrange, without expense to the NOBO, to appoint the NOBO or its nominee as proxyholder in respect of those common shares. Under NI 54-101, unless corporate law does not allow it, if the NOBO or its nominee is appointed as proxyholder by the Company in this manner, the NOBO or its nominee, as applicable, must be given the authority to attend and vote the applicable shares in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. If the Company receives such instructions at least one business day before the deadline for submission of proxies, it is required to deposit the proxy within that deadline, in order to appoint the NOBO or its nominee as proxyholder. If a NOBO requests that the NOBO or its nominee be appointed as proxyholder, the NOBO or its appointed nominee, as applicable, will need to attend the meeting in person in order for the NOBO’s vote to be counted.

NOBOs that wish to change their vote must in sufficient time in advance of the Meeting contact their Intermediary to arrange to change their vote. NOBOs should carefully follow the instructions of their Intermediaries, including those regarding when and where to complete the VIFs that are to be returned to their Intermediaries.

Should an objecting beneficial owner (an “ OBO ”) wish to attend and vote at the Meeting in person, the OBO should insert their name (or the name of the person the OBO wants to attend and vote on the OBO’s behalf) in the space provided for that purpose on the request for VIF and return it to the OBO’s Intermediary or send the Intermediary another written request that the OBO or its nominee be appointed as proxyholder. The Intermediary is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or its nominee as proxyholder in respect of the OBO’s common shares. Under NI 54-101, unless corporate

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Management Information Circular

law does not allow it, if the Intermediary makes an appointment in this manner, the OBO or its nominee, as applicable, must be given authority to attend, vote, and otherwise act for and on behalf of the Intermediary (who is the registered shareholder) in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint the OBO or its nominee as proxyholder. If an OBO requests that an Intermediary appoint the OBO or its nominee as proxyholder, the OBO or its appointed nominee, as applicable, will need to attend the meeting in person in order for the OBO’s vote to be counted.

OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered. Only registered shareholders have the right to revoke a proxy. OBOs who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective intermediaries to change their vote and if necessary, revoke their proxy in accordance with the revocation procedures set out above.

Shareholders with questions respecting the voting of shares held through an Intermediary should contact that Intermediary for assistance.

All references to shareholders in this Information Circular and the accompanying form of proxy and Notice are to shareholders of record unless specifically stated otherwise.

Note to Non-Objecting Beneficial Owners

The Meeting Materials are being sent to both registered shareholders and NOBOs. If you are a NOBO, and the Company or its agent has sent the Meeting Materials directly to you, it means your name, address, and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Voting Securities and Principal Holders Thereof

The authorized capital of the Company consists of an unlimited number of common shares without par value.

The Company has fixed the close of business on April 12, 2024, as the record date (the “ Record Date ”) for the purposes of determining shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 148,382,269 common shares were issued and outstanding. At a general meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each common share of which he, she or it is the holder. The Company has no other classes of voting securities.

To the knowledge of the directors and senior officers of the Company, as of the Record Date, no person or company beneficially owns, directly or indirectly or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, except as follows:

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Management Information Circular

Name and Address	Number of Shares	Percentage of Outstanding Common Shares
Lundin Group of Companies1	28,695,000	19.34%
Larry Childress (Missouri, USA)	19,009,390	12.81%

(1) Five Luxembourg companies (Lorito Arole S.a.r.l., Lorito Doraline S.a.r.l., Lorito Floreal S.a.r.l., Lorito Orizons S.a.r.l., Nemesia S.a.r.l., and Zebra Holdings and Investments S.a.r.l.) controlled by a trust settled by the late Adolf H. Lundin, and as such are joint actors.

The above information was provided by management of the Company and the Company’s registrar and transfer agent as of the Record Date.

Quorum and Votes Necessary to Pass Resolutions

Under the Company’s Articles, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued common shares entitled to be voted at the Meeting. A simple majority of the votes of those shareholders who are present and vote either in person or by proxy at the Meeting is required in order to pass an ordinary resolution. A majority of two-thirds of the votes of those shareholders who are present and vote either in person or by proxy at the Meeting is required to pass a special resolution.

Particulars of Matters to be Acted Upon

1. Financial Statements

The financial statements of the Company for the fiscal year ended December 31, 2023, report of the auditor and related management discussion and analysis (together, the “financial statements”) will be placed before the Meeting. No formal action will be taken at the Meeting to approve the financial statements.

2. Election of Directors

The Board has set the number of directors for the Company at seven for the ensuing year. All seven of the nominees have confirmed their willingness to serve on Fireweed’s Board. The term of each of the present directors expires at the Meeting. The nominees proposed for election as directors were recommended to the Board by the Corporate Governance and Nominations Committee of the Board (the “ CGN Committee ”.

Shareholders can vote for all of the proposed nominees, vote for some of the proposed nominees and withhold for others or withhold for all of the proposed nominees. Unless otherwise instructed, the persons named in the form of proxy intend to vote for the election of each of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until their successor is elected or appointed, unless their office is earlier vacated in accordance with the Articles of the Company or with the provisions of the British Columbia Business Corporations Act .

Director nominees are:

James Beck	Paul Harbidge
Marcus Chalk	Peter Hemstead
Jill Donaldson	John Robins
Patrick Downey

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Management Information Circular

Each nominee is well qualified and demonstrates the competencies, character, and commitment that is complementary to Fireweed’s needs and culture and has expressed their willingness to serve on the Board. Further information on each of the nominees can be found under the heading Director Profiles starting on page 7.

The Board recommends that the shareholders vote FOR each of the above nominees proposed for election as Directors, as disclosed in this Circular. Unless instructed in the form of proxy to the contrary, the persons named in the form of proxy intend to vote FOR each of the nominees proposed for election as Directors, as disclosed in this Circular.

3. Appointment of Auditors

Management proposes to nominate Davidson & Company LLP, Chartered Professional Accountants, as the Company’s auditors for the ensuing year. Upon the recommendation of the Audit Committee, shareholders will be asked to approve the re-appointment of Davidson & Company LLP as auditors and also to authorize the Board to set the auditor’s remuneration. Davidson & Company LLP conducts the annual audit of Fireweed’s financial statements and provides audit-related, tax, and other services, and reports to the Audit Committee of the Board.

The Board recommends that shareholders vote FOR the appointment of Davidson & Company LLP as auditors for the Company at a remuneration to be fixed by the Directors, as disclosed in this Circular. Unless instructed in the form of proxy to the contrary, the persons named in the form of proxy intend to vote FOR the appointment of Davidson & Company LLP as auditors for the Company at a remuneration to be fixed by the Directors, as disclosed in this Circular.

4. Approval of Stock Option Plan

Background

The Company presently has in place a “rolling” stock option plan (the “Stock Option Plan”) whereby the Company is authorized to grant stock options of up to 10% of its issued and outstanding shares, from time to time (calculated at the time of any particular grant). The TSXV requires listed companies who have “rolling” stock option plans in place to receive shareholder approval to such plan on a yearly basis at the Company’s annual general meeting. The Stock Option Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Stock Option Plan is administered by the Compensation Committee, with oversight of the Board, and provides that options will be issued to directors, officers, employees, or consultants of the Company, or a subsidiary of the Company.

Material Terms of the Stock Option Plan

The purpose of the Stock Option Plan is to offer to directors, officers, employees, and consultants (and those of any affiliates) the opportunity to acquire a proprietary interest in the Company, thereby providing an incentive to such persons to promote the best interests of the Company, and to provide the Company with the ability to attract qualified persons as directors, officers, employees and consultants.

The material terms of the Stock Option Plan are as follows:

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Management Information Circular

a) The aggregate maximum number of options which may be granted under the Stock Option Plan at any one time is 10% of the number of Shares the Company has outstanding at the time of grant.
b) The term of any options granted under the Stock Option Plan will be fixed by the board of directors at the time such options are granted, provided that options will not be permitted to exceed a term of ten years, with the exception of any options extended due to a Blackout Period (as defined in the Stock Option Plan).
c) The exercise price of any options granted under the Stock Option Plan will be determined by the board of directors, in its sole discretion, but shall not be less than the closing price of the Company’s Shares on the day preceding the day on which the directors grant such options, less any discount permitted by the TSXV to a minimum of $0.05 per Share.
d) The board of directors may impose vesting periods on any options granted. In accordance with Exchange policies, stock options granted to employees or consultants performing investor relations services must vest in stages over a minimum of 12 months with no more than one-quarter of the stock options vesting in any three-month period.
e) All options will be non-assignable and non-transferable (except upon the death of an option holder, in which case any outstanding options may be exercised by the option holder’s successors).
f) If an option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Stock Option Plan.
g) The Company may offer an optionee a ‘net exercise right’, whereby in lieu of exercising an Option, to receive such number of shares which is obtained by (i) subtracting the option exercise price per share from the average price per share immediately prior to the exercise, (ii) multiplying the difference by the number of optioned shares, and (iii) dividing by the average price. The ‘net exercise right’ is not available to optionees who undertake investor relations activities.
h) The Company may offer an optionee a ‘cashless exercise right’, whereby in lieu of making a cash payment of the full purchase price of the optioned shares, the Company will arrange for a brokerage firm to loan money to the optionee to purchase the option shares, then sell a sufficient number of the shares to cover the exercise price of the options in order to repay the loan made to the optionee, and deliver the balance of the shares to the optionee. The ‘cashless exercise right’ is not available to optionees who undertake investor relations activities.
i) The board of directors shall not grant options to any one person in a 12 month period which will, when exercised, exceed 5% of the issued and outstanding Shares of the Company (calculated at the date such options are granted); or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding Shares of the Company, calculated at the date such options are granted. Options granted to Eligible Charitable Organizations (as that term is defined in the Stock Option Plan) shall not at any time exceed 1% of the issued and outstanding Shares of the Company, calculated at the date such options are granted.
j) If the option holder ceases to be a director, officer, employee or consultant of the Company (other than by reason of death, disability or termination for just cause), then the option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director, officer, employee or consultant of the Company, subject to the terms and conditions set out in the Stock Option Plan. If the option holder’s position as a director, officer, employee or consultant is terminated for just cause, then the option granted shall expire the date of termination for just cause.

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k) Disinterested shareholder approval must be obtained for any material amendment to the Plan, in accordance with Exchange Policies, including any (i) increase in the number of Options which may be granted under this Plan, (ii) any decrease in the exercise price of any options, (iii) any extension of the term of any Options held by Insiders.
l) Options will be reclassified in the event of any consolidation, subdivision, conversion or exchange of the Company’s common shares.

A complete copy of the Stock Option Plan is attached to this Circular as Schedule “ C ”.

Outstanding Options

As at the date of this Information Circular, the Company has options outstanding under the Stock Option Plan to purchase an aggregate of 11,900,800 common shares, representing 80% of the available options, and 8% of the issued common shares, as at that date. Accordingly, 2,937,426 options remain available for grant under the Stock Option Plan.

Shareholder Approval of the Stock Option Plan

Shareholders will be asked at the Meeting to consider and, if thought fit, pass an ordinary resolution in substantially the following form:

“RESOLVED, as an ordinary resolution, that the Company’s Stock Option Plan, as described in the Company’s Information Circular dated May 3, 2024, and the grant of options thereunder in accordance therewith, be approved.”

An ordinary resolution is a resolution passed by the Shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

Disinterested shareholder approval of the foregoing resolution is not required because the Stock Option Plan cannot result at any time in: (i) the number of common shares reserved for issuance under stock options granted to insiders exceeding 10% of the issued common shares; (ii) the grant to insiders, within a 12 month period, of a number of options exceeding 10% of the issued common shares; or (iii) the issuance to any one optionee, within a 12 month period, of a number of common shares exceeding 5% of the issued common shares.

The Board considers that the ability to grant incentive stock options is an important component of its compensation strategy and is necessary to enable the Company to attract and retain qualified directors, officers, employees and consultants.

The Board recommends that the shareholders vote FOR the resolution to ratify, confirm, and approve the Stock Option Plan. Unless instructed in the form of proxy to the contrary, the persons named in the form of proxy intend to vote FOR the approval of the resolution to ratify, confirm, and approve the Stock Option Plan.

5. Change of Name

The Board is considering a name change in order to better reflect the Company’s activities. Shareholders will be asked to consider and, if thought appropriate, to approve and adopt a special resolution at the Meeting authorizing the Board, in its sole discretion, to change the name of the Company to such other name from time to time as is acceptable to the Registrar of Corporations (Yukon), the TSXV, and the Board.

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Shareholder Approval of the Change of Name

Shareholders will be asked at the Meeting to consider and, if thought fit, pass a special resolution in substantially the following form:

“RESOLVED, by Special Resolution, that:

a) the name of the Company be changed to such other name as the board of directors of the Company may determine from time to time;
b) the Articles of the Company be altered accordingly;
c) any director or officer of the Company is authorized and directed to sign all documents and to do all things necessary or desirable to effect such alteration including the filing of applicable documents with the Registrar of Corporations (Yukon) and other government authorities as required; and
d) the board of directors of the Company, may, in its sole discretion, decide not to act on the above resolutions without further shareholder approval.”

In the event that the shareholders do not approve this Special Resolution, the Company will not proceed with a change of its name.

The Board recommends that the shareholders vote FOR the resolution to change the name of the Company. Unless instructed in the form of proxy to the contrary, the persons named in the form of proxy intend to vote FOR approval of the resolution to change the name of the Company.

6. Other Matters

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

Interest of Certain Persons in Matters to be Acted Upon

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

The following profiles provide information about the nominees including their occupation, meeting attendance, the positions and offices which they presently hold with the Company, their respective principal occupations or employments during the past five years if such nominee is not presently an elected director, and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. All information is as of April 12,

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2024, unless otherwise indicated, and has been furnished by the respective nominees and from information available on SEDI at www.sedi.com.

JOHN ROBINS, P.Geo British Columbia, Canada	JOHN ROBINS, P.Geo British Columbia, Canada	JOHN ROBINS, P.Geo British Columbia, Canada	Businessman; Chair of the Board
Chairman and Independent Director since Nov 28, 2016 Fireweed Common Shares held:5,840,147
Other Public Company Directorships:	K2 Gold Corporation		Elemental Altus Royalties Corp.
Meetings Attended in 2023
Board	9 of 10		90%
Committee Meetings Attended
Compensation Committee	4 of 5		80%
Technical Committee	3 of 4		75%

JAMES BECK, P.Eng. British Columbia, Canada			Director Nominee
Fireweed Common Shares held:67,500
Other Public Company Directorships:		Bluestone Resources Inc.	Filo Corp.
Bio
President and CEO of Filo Corp. since June 2020; President of Filo Corp. from September 2019 to June 2020; VP Corporate Development and Projects of Filo Corp. and NGEx Resources Inc. from February 2017 to August 2019.

MARCUS CHALK, CFA British Columbia, Canada	Managing Director of GenCap Mining Advisory	Managing Director of GenCap Mining Advisory
Independent Director since August 25, 2020 Fireweed Common Shares held:150,000
Other Public Company Directorships:	P2 Gold Inc.
Meetings Attended in 2023
Board	9 of 10	90%
Committee Meetings Attended
Audit Committee	4 of 4	100%
CGN Committee	4 of 4	100%

JILL DONALDSON, JD, ICD.D, GCB.D British Columbia, Canada	Lawyer (Senior Advisor	at IWJ Law) and Corporate Director
Independent Director since August 18, 2022 Fireweed Common Shares held:40,500
Other Public Company Directorships:	Bluestone Resources Inc.	Prospera Credit Union
Meetings Attended in 2023
Board	10 of 10	100%
Committee Meetings Attended
CGN Committee	4 of 4	100%
HSS Committee	6 of 6	100%

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Management Information Circular

PATRICK DOWNEY, P.Eng. British Columbia, Canada President, CEO, and Director of Orezone Gold Corporation	PATRICK DOWNEY, P.Eng. British Columbia, Canada President, CEO, and Director of Orezone Gold Corporation	PATRICK DOWNEY, P.Eng. British Columbia, Canada President, CEO, and Director of Orezone Gold Corporation
Independent Director since September 12, 2023 Fireweed Common Shares held:0
Other Public Company Directorships:	GFG Resources Inc.(1) Pan Global Resources Inc.	Orezone Gold Corporation
Meetings Attended in 2023
Board (2)	3 of 3	100%
Committee Meetings Attended
HSS Committee(3)	2 of 2	100%
Technical Committee(4)	1 of 1	100%

(1) Patrick Downey will be stepping off the board of GFG Resources Inc. at its next annual general meeting.

(2) Three Board meetings were held after Patrick Downey was appointed director on September 12, 2023.

(3) Two HSS Committee meetings were held after Patrick Downey was appointed director on September 12, 2023.

(4) One Technical Committee meeting was held after Patrick Downey was appointed director on September 12, 2023.

PAUL HARBIDGE British Columbia, Canada
	President, CEO, and

Independent Director since May 2, 2024 Fireweed Common Shares held:10,000
Other Public Company Directorships:	Faraday Copper Corp.
Meetings Attended in 2023
N/A

PETER HEMSTEAD,CPA, CMA British Columbia, Canada	Interim President and CEO of Fireweed since May 2, 2024; and, President, CEO, and Director of Bluestone Resources Inc.
Independent Director since April 16, 2020(1) Fireweed Common Shares held:410,761
Other Public Company Directorships:	Bluestone Resources Inc.
Meetings Attended in 2023
Board	10 of 10	100%
Committee Meetings Attended
Audit Committee	4 of 4	100%
Compensation Committee	5 of 5	100%

(1) As at the Record Date, Peter Hemstead was an independent director; he was appointed interim President and CEO as at May 2, 2024.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

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

a) was subject to 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.

For the purposes hereof, the term “order” means:

a) a cease trade order;
b) an order similar to a cease trade order; or
c) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.

No proposed director:

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

No proposed director has been subject to:

a) 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
b) 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.

Committees of the Board of Directors

As at the Record Date, there are five committees of the Board (the “ Committees ”) set out below.

The following table sets out the members of such Committees as at the Record Date. After the Meeting, the Board shall reconstitute the composition of the Committees. Mandates for the respective committees can be found on Fireweed’s website: www.fireweedmetals.com.

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Name of Committee	Members of Committee	Members of Committee
Audit Committee	Adrian Rothwell (Chair) Marcus Chalk	Peter Hemstead
Compensation Committee	Peter Hemstead (Chair) John Robins	Adrian Rothwell
Corporate Governance & Nominations Committee	Jill Donaldson (Chair) Marcus Chalk	Adrian Rothwell
Health, Safety, and Sustainability Committee	Jill Donaldson (Chair) Patrick Downey	Brandon Macdonald
Technical Committee	Patrick Downey (Chair) Brandon Macdonald	John Robins

Corporate Governance Practices

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 Company. National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. 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.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and when necessary, implement such additional practices as it deems appropriate.

Board of Directors

The Board is currently composed of eight (8) directors, namely John Robins (Chair), Marcus Chalk, Jill Donaldson, Patrick Downey, Paul Harbidge, Peter Hemstead (interim President and CEO), Brandon Macdonald, and Adrian Rothwell. Not all of these directors will be standing for re-election as directors at the Meeting.

NI 58-101 suggests that the Board of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and is free from any interest and any business or other relationship which could or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, NP 58-101 suggests that the Board should include a number of directors who do not have interests in either the Company or the significant shareholder. Of the proposed nominees, John Robins (Chair), James Beck, Marcus Chalk, Jill Donaldson, Patrick Downey, and Paul Harbidge are considered by the Board to be “independent” within the meaning of NP 58-101, and Peter Hemstead (interim President and CEO) is considered to be “non-independent”.

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The independent directors can exercise their responsibilities for independent oversight of management and may meet independently of management whenever deemed necessary.

Each member of the Board understands that they are entitled, at the cost of the Company, to seek the advice of an independent expert if he or she reasonably considers it warranted under the circumstances. No director found it necessary to do so during the financial year ended December 31, 2023.

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management proposes to nominate John Robins, James Beck, Marcus Chalk, Jill Donaldson, Patrick Downey, Paul Harbidge, and Peter Hemstead (interim President and CEO) for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by Management will be voted for the nominees listed in this Information Circular.

The full text of the Board Charter is attached as Schedule “ A ”.

Orientation and Continuing Education

A new Director is provided with an orientation to the role of the Board, its Committees and Directors, and to the nature and operation of the business. This consists of:

i) a series of meetings held with the Chair, individual Directors, and the CEO to take place prior to the next formal Board meeting;
ii) online access to the Board portal containing current updates about the Company and its properties, minutes of Board meetings, Board and committee mandates, Company policies, and pertinent Board reports; and
iii) a tour of the Company’s head office with introductions to key employees and opportunities for oneon-one discussions, and the opportunity to attend at least one site visit which provides the new appointee with an on-site orientation to the Company’s projects and facilities.

The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in the mining and mineral exploration industry, in general business, in finance, in law, and in managing public companies. Board members are encouraged to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance.

To ensure that Directors maintain the skill and knowledge necessary to meet their obligations as Directors, Directors are briefed at least monthly and at each Board meeting by the CEO or senior management on strategic issues or challenges which may affect the Company, its relationships, performance, budget, and any trends which may influence or change the planned development of the Company. In addition, the Board recommends and encourages attendance at applicable meetings, conferences, and other educational training to upgrade skills and assist Directors in fulfilling their roles. The Company provides an education allowance of $2,500 to each director annually and expects to be briefed on relevant issues which the Company needs to address. Although it is the individual Directors themselves who are responsible for keeping their education current, each of the Directors hold memberships in relevant organizations and circulate information freely to other Directors, including opportunities to attend conferences or training. Fireweed is a corporate member of the Institute of Corporate Directors which provides continuing education opportunities to directors that help them to perform their roles effectively and make appropriate contributions in the boardroom.

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Ethical Business Conduct

The Board has adopted a written Code of Ethics for its directors, officers, contractors, and employees. The Board also monitors the ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. In addition to the Company’s Code of Ethics, the Board has found that the fiduciary duties placed on individual directors by governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have ensured that the Board operates in the best interests of the Company and its shareholders.

In addition, the Board must comply with the conflict of interest provisions of the British Columbia Business Corporations Act , as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of their interest and would not be entitled to vote at meetings of directors which evoke any such conflict.

Nomination of Directors

The Company does not currently have any term limits, retirement policies, or similar mechanisms in place for the renewal or replacement of its Directors. The average collective tenure of Fireweed Directors is 4.3 years.

In considering and identifying new Directors for nomination, the CGN Committee considers particular skills and qualifications needed of new recruits, having regard to the Company's business and objectives, as well as the then-existing composition of the Board. Once a list of key attributes, skills, and competencies for a potential new Director is identified, the CGN Committee then creates a list of possible candidates for consideration and evaluation, which are then presented to the full Board for further discussion and evaluation having regard to ensuring a diversity of potential candidates have been identified. The Board will then work together with the CGN Committee to develop the best plan to recruit the preferred candidate(s). If, and as needed, the CGN Committee may engage internal or external consultants to assist with this process.

The Board maintains a competency matrix to assess composition and ensure it has an appropriate mix of skills and experience to govern effectively and be a strategic resource for Fireweed. The CGN Committee reviews the director matrix annually to ensure that the Board has an appropriate mix and depth of competencies. Each director completes a self-assessment of their competencies. The CGN Committee reviews the results for consistency and to be satisfied that the directors possess skills in these areas and if applicable, identify any gaps in skills or experience that may have emerged. The table below shows the key skills and experience that the Board requires and identifies the number of Nominees who fulfill each category.

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Board of Directors Expertise Matrix

	Number of
Skill/Experience
	Directors

Board:Prior experience as a board member for a publicly listed company or a major organization (other than Fireweed)	7
Technical:Mineral exploration experience (pre-development)	6
Technical:Experience in project studies and engineering	6
Technical:Experience in project execution and construction	5
Technical:Experience in mine permitting and licensing	5
Risk Management:Overseeing policies and processes to identify a resource company's principal business risks and to confirm that appropriate systems are in place to mitigate these risks	6
Operations:Mine operations as a senior operational officer of a public mineral producer	5
Human Resources:Prior or current experience in executive compensation and the oversight of success planning, talent planning, and retention programs	5
Finance:Senior financial officer of a publicly listed company or experience in financial accounting and reporting and corporate finance (including controls)	6
First Nations and Regulatory Affairs:Experience in engagement, consultation and relationship development and management of First Nations and regulators, including agreement negotiations	4
Corporate Responsibility and Sustainable Development:Experience with corporate responsibility practices and reporting frameworks and the constituents involved in sustainable development practices	6
Legal:Experience on legal matters with a publicly listed company including drafting and negotiating contracts, agreements, conducting financings, dealing with securities regulators, corporate and regulatory matters, and corporate governance	6
Growth / Strategic Planning:Experience driving strategic direction and leading growth of an organization	7
Investment Banking / Mergers & Acquisitions:Experience in investment banking, finance, or in major mergers and acquisitions	7
Government Relations and Public Policy:Experience in, or good understanding of, the workings of governments and public policy at the Provincial, Territorial, or Federal levels	6
Business Judgement:Track record of leveraging own experience and wisdom in making sound strategic and operational business decisions, demonstrating business acumen and a mindset of risk oversight	7
Industry Knowledge:Knowledge of the mining and mineral exploration industry, marking and business imperatives, domestic regulatory environment, and stakeholder management	7
Senior Officer:Experience working as a senior officer of a publicly listed company	6

Assessments

The Board undertakes a comprehensive annual assessment process that includes:

Director reviews conducted through one-on-one conversations between the Chair of the Board and the Chair of the CGN Committee;
an informal discussion by the Chair with Directors on a selective basis, as required, to fully understand any concerns raised or recommendations advanced by such Director, and the preparation by the Chair of the CGN Committee of a report to, and discussion among, the full Board which includes matters

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concerning the size of the Board and each Committee of the Board, and whether changes in size, personnel, or responsibilities are warranted;

a review and discussion of various emerging corporate governance issues and best practices, including those related to Board composition, Director term limits, “overboarding”, and diversity (Board and executive officers); and
the Board and each Committee of the Board complete an annual review and assessment of its respective mandate or charter to determine if changes are warranted.

Compensation Discussion and Analysis

For the purpose of this Information Circular:

“ CEO ” means each individual who acted as chief executive officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;

“ CFO ” means each individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year; and

“ Named Executive Officer ” or “ NEO ” means: (a) a CEO; (b) a CFO; (c) the Company’s most highly compensated executive officers or the most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

During the financial year ended December 31, 2023, the Company had three Named Executive Officers, namely Brandon Macdonald, CEO, Cindy Chiang, CFO, and Pamela O’Hara, VP Sustainability.

All dollar amounts referenced herein are Canadian Dollars unless otherwise specified.

Compensation Philosophy and Objective

The objective of the Company’s compensation program is to attract and continue to retain NEOs that have the necessary attributes, experience, skills, and competencies that represent the best fit for the Company and to ensure that the compensation for its NEOs is appropriate and aligned with shareholder interests. The Board reviews director and NEO compensation on an annual basis.

The Company’s general philosophy is that compensation for non-executive directors and NEOs should be a mix of cash (base salary and short-term incentive bonus) and equity (stock options) with short term incentive and stock option combined components being more heavily weighted than base salary. The Company looks to target the median of the relevant peer group from a Total Compensation perspective, keeping the compensation mix philosophy in mind, when establishing compensation structures for the NEOs.

Compensation Consultant

The compensation strategy is determined by the Board with assistance from independent consultants and is designed to be competitive with those offered by publicly traded mining companies comparable to the Company in terms of size, assets, production, and region of operation. In 2023, the Board engaged Namdo

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Management Services Ltd. to advise on the competitiveness and appropriateness of compensation programs for the CEO, executive officers, and directors of the Company, including base salaries, retainers and fees, short and long-term incentives, benefits, perquisites, employment and change-of-control provisions. The compensation consultant was granted Fireweed stock options as payment for compensation-related services in 2023.

Comparator Group

The peer group has been established by the Board with input from its independent compensation consultant, based on size and industry-specific criteria and remained the same for 2023. The GGA 2021 Global Mining Compensation Survey (Small Companies) was also referenced in determining compensation for executives. The peer group for 2023 compensation benchmarking purposes included companies which faced similar economic, market, regulatory, and operational challenges.

The Board reviews the compensation peer group on an annual basis to assess its relevance to the Company’s current size and stage of development.

The Board adopted the following share performance peer group for 2023:

Avalon Advanced Materials Inc.	Barsele Minerals Corp.
Bluestone Resources Inc.	Constantine Metal Resources Ltd.
Defiance Silver Corp.	Filo Corp.
FPX Nickel Corp.	Rock Tech Lithium Inc.
Liberty Gold Corp.	Nighthawk Gold Corp.
NorZinc Ltd.	Novagold Resources Inc.
Orex Minerals Inc.	Paramount Gold Nevada Corp.
Platinum Group Metals Ltd.	Probe Gold Inc.
RCF Management LLC	Signal Gold Inc.
Silver Viper Minerals Corp.	Skeena Resources Ltd.
Star Diamond Corp.	Treasury Metals Inc.
Trilogy Metals Inc.	Velocity Minerals Ltd.
Vizsla Silver Corp.	Western Alaska Minerals Corp.
Western Copper and Gold Corp.

Oversight and Description of Director and NEO Compensation

The Company’s Board has appointed a Compensation Committee. When determining compensation policies and individual compensation levels for the directors and NEOs, with consultation from the CEO, the Compensation Committee:

reviews and assesses the overall compensation strategy of the Company based on industry standards and characteristic needs and objectives of the Company, including consultation with independent experts;
sets compensation parameters;
assesses the CEO’s performance against pre-agreed objectives;

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reviews performance assessments of other senior officers, new executive appointments, terminations, and employment agreements;
makes recommendations on salary changes, short-term and long-term incentive plans, or benefit plans; and
reviews and recommends disclosure pertaining to all the foregoing.

The Company provides a blend of base salaries, short-term incentives, and equity incentive components in the form of stock options and performance shares to further align the interests of management with the interests of the Company’s Shareholders.

Base Salary - Fees

Base salary and consulting fee levels reflect the fixed component of pay that compensates executives for fulfilling their roles and responsibilities and assists in the attraction and retention of highly qualified executives. Base salaries and bonus payments are reviewed periodically to ensure they reflect each respective executive’s performance and experience in fulfilling their role and to ensure executive retention. Compensation is made up with the provision of stock options and performance shares (see below for descriptions). Salary and consulting fee levels will be reviewed and revised as the Company grows.

The 2023 base salaries for each NEO at December 31, 2023, were as follows:

Name and Principal Position	2023 Base Salary ($)
Brandon Macdonald, CEO(1)	290,000
Cindy Chiang, CFO	197,402
Pamela O’Hara, VP Sustainability	436,507(1)

(1) Brandon Macdonald ceased to be CEO of the Company as of May 2, 2024.

(2) Pamela O’Hara is a consultant acting as VP Sustainability for the Company; her invoiced base pay totaled $436,507 in 2023.

Short-term Incentive

Short-term incentive awards were granted to NEOs in 2023 based on the Board’s assessment of the Company’s performance for the year against the 2023 Corporate Objectives, as well as the NEO performance against pre-determined individual objectives, and are disclosed in the Table of Compensation Excluding Compensation Securities , below.

The 2023 Short-Term Incentive weights and maximum percentages were as follows:

	Percentage Weight	Maximum Award as a
Principal Position
	(Corporate vs. Individual Objectives)	Percentage of Base Salary

CEO	80%/20%	100%
CFO	70%/30%	50%
VP Sustainability	Nil	Nil

In determining to award short-term incentive payment, the Fireweed Board uses its discretion and takes into consideration Fireweed’s annual achievements, with quantifiable weights or goals in respect of particular achievements and corporate milestones.

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Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, will trigger the award of a short-term incentive payment to the NEOs. The NEOs will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board’s assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Fireweed Board.

The Fireweed Board will reserve the right to make positive or negative adjustments to any short-term incentive payment if considered appropriate.

The 2023 Corporate Objectives included:

complete 20,000m drilling;
reduce average all-in drill cost per meter by 20%;
increase the grade and/or size of total mineralization at Macpass by 15%;
obtain RRDC consent for exploration;
complete corporate scoping study;
increase analyst coverage; and

The 2023 Corporate Objectives included compliance with health, safety, and environmental targets, and share price performance and financial goals. Corporate Objectives for 2023 were weighted 50% project advancement, 30% financial and share price performance, and 20% health, safety, and environmental performance.

Long-term Incentive

Long-term incentives for NEOs and directors take the form of stock options which are granted under the direction of the Board in accordance with the Stock Option Plan. In determining the number of stock options to be granted to the executive officers and directors, the Compensation Committee and the Board take into account the number of stock options, if any, previously granted to each executive officer and director and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (the “ TSXV ”).

The number of stock options granted to officers and directors is also dependent on each officer’s and director’s level of responsibility, authority, and importance to the Company and to the degree to which such officer’s or director’s long-term contribution to the Company will be key to its long-term success.

In monitoring or adjusting the option allotments, the Compensation Committee and the Board take into account their own observations on individual performance (where possible), its assessment of individual contribution to shareholder value and previous option grants. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. The Board will make these determinations subject to and in accordance with the provisions of the Stock Option Plan.

Performance Shares

The Company reserved for issuance 4,000,000 common shares (“ Performance Shares ”) to be issued, as to 1,000,000 Shares to each of Brandon Macdonald, John Robins, George Gorzynski on December 19, 2016 (all current directors and/or officers) and to Richard Hajdukiewicz (former director), as compensation for the Company achieving certain milestones which reflect additional value to the Company’s Tom and Jason zinc property in the Yukon (the “ Property ”). Specifically, each of the four persons will be issued

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Performance Shares upon request and consideration of other factors, after achievement of the following milestones:

1) 300,000 Performance Shares upon the preparation of a positive economic study of the Property (or any part thereof);
2) 300,000 Performance Shares upon the Company demonstrating increased mineral resources within the Property by at least 50% over the historical mineral resources as stated in that 2007 technical report on the Property prepared by Hudbay (whether by additional tonnage or increased zinc+lead+silver content at a similar or higher grade); and
3) The balance of the 1,000,000 Performance Shares which have not been previously issued upon:
a) the preparation of a positive Pre-Feasibility Study of the Property (or any part thereof); or
b) the effective disposition of greater than 50% of the Property or the Company, whether by way of sale, business combination, joint venture, or other similar form of transaction, demonstrating a value of at least $10,000,000.

As of the date of this Information Circular, 300,000 Performance Shares have been issued to Mr. Hajdukiewicz.

The Company has no other form of compensation plan under which equity securities of the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

Pension Disclosure

The Company does not provide any form of pension to any of its directors or NEOs.

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Director and NEO Compensation

Particulars of compensation, excluding compensation securities, for each NEO and Director in the two most recently completed financial years is set out in the table below (presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers) :

Table of Compensation excluding Compensation Securities

Name and position	Year Ended	Salary, consulting fee, retainer(2), commission	Bonus(9)	Committee or meeting fees	Value of perquisites	Value of all other compens ation	Total compensation
		($)	($)	($)	($)		($)
John Robins Chairman and Director	2023 2022	38,250 34,471	nil nil	nil nil	nil nil	nil nil	38,250 34,471
Marcus Chalk Director	2023 2022	30,050 25,784	nil nil	nil nil	nil nil	nil nil	30,050 25,784
Jill Donaldson(1) Director	2023 2022	34,750 8,608	nil nil	nil nil	nil nil	nil nil	34,750 8,608
Peter Hairsine(3) Former Director	2023 2022	11,000 12,235	nil nil	nil nil	nil nil	nil nil	11,000 12,235
Patrick Downey(4) Director	2023 2022	11,000 n/a	nil n/a	nil n/a	nil n/a	nil n/a	11,000 n/a
Peter Hemstead(5) Interim President and CEO, and Director	2023 2022	34.000 47,333	nil nil	nil nil	nil nil	nil nil	34,000 47,333
Brandon Macdonald(6) CEO and Director	2023 2022	290,000 275,000	nil 220,000	nil nil	nil nil	nil nil	290,000 495,000
Adrian Rothwell(7) Director	2023 2022	28,035 28,000	nil nil	nil nil	nil nil	nil nil	28,035 28,000
Cindy Chiang CFO	2023 2022	197,402 186,921	46,842 42,120	nil nil	nil nil	nil nil	244,244 229,041
Pamela O’Hara(8) VP Sustainability	2023 2022	436,507 338,400	nil 101,520	nil nil	nil nil	nil nil	436,507 439,920

(1) Jill Donaldson was appointed as Director on September 21, 2022, and is Chair of the CGN and the HSS Committees.

(2) Directors receive an annual retainer of $24,000 plus $250/month retainer for serving on a Committee, and an additional $250/month retainer for serving as a Committee Chair.

(3) Peter Hairsine ceased to be a director of the Company on May 31, 2023. Mr. Hairsine was appointed as a director on August 18, 2022.

(4) Patrick Downey was appointed as Director on September 12, 2023, and is Chair of the Technical Committee.

(5) Peter Hemstead is Chair of the Compensation Committee, and interim President and CEO as of May 2, 2024.

(6) Brandon Macdonald is an Executive Director and does not receive fees for serving as Director. Mr. Macdonald ceased to be CEO of the Company as of May 2, 2024.

(7) Adrian Rothwell is Chair of the Audit Committee.

(8) Ms. O’Hara has been a consultant with Fireweed since April 1, 2021, and was appointed as VP Sustainability on July 5, 2021.

(9) Bonuses earned in 2022 were paid in 2023; bonuses earned in 2023 were paid in 2024.

Stock Options and Other Compensation Securities

During the financial year ended December 31, 2023, the Company issued an aggregate of 5,616,000 stock options, of which 2,582,000 were issued to its directors and Named Executives.

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The following table sets forth all compensation securities granted or issued to each NEO and director by the Company in the financial year ended December 31, 2023, for services provided or to be provided, directly or indirectly, to the Company:

Name and position	Type of compen- sation security	Number of compensation securities, number of underlying securities, and percentage of class (#)	Date of issue or grant	Issue, i	Closing price of security	Closing price of security or underlying security at year end ($)	Expiry Date
				converson or exercise price ($)	or underlyin g security on date of grant ($)
John Robins Chairman and Director	Stock Options	390,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Brandon Macdonald(1) CEO and Director	Stock Options	700,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Cindy Chiang CFO	Stock Options	260,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Marcus Chalk Director	Stock Options	230,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Jill Donaldson Director	Stock Options	230,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Patrick Downey Director	Stock Options	230,000	Sep 13, 2023	1.42	1.36	1.19	Sep 13, 2023
Peter Hemstead(2) Interim President and CEO, and Director	Stock Options	230,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Adrian Rothwell Director and Audit Committee Chair	Stock Options	230,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028
Pamela O’Hara VP Sustainability	Stock Options	312,000	Jun 20, 2023	1.01	0.96	1.19	Jun 20, 2028

(1) Brandon Macdonald ceased to be CEO of the Company as of May 2, 2024.

(2) Peter Hemstead was appointed interim President and CEO as of May 2, 2024.

The fair value of stock options granted to directors and NEOs in 2023 is $1,897,493. The grant date ‘fair value’ of stock options has been determined using the Black-Scholes-Merton model. This value is the same as the fair value established in accordance with IFRS and was determined using various assumptions including share price volatility on the grant date taking into account an expected life of the option of five years based on historical life expectancies, an assumption that no dividends are to be paid and a risk-free interest rate determined by the Bank of Canada. The Black-Scholes-Merton model is the industry standard and accordingly is useful for comparative purposes. All stock options are granted with an exercise price equal to the Market Price of the Company’s Common Shares on the date of grant. Accordingly, the above values shown for these stock option grants reflect the theoretical fair value of the stock options at the time of the grant (based on the Black-Scholes-Merton option pricing model), and do not represent the in-themoney value at the time of grant (which would be NIL).

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised in 2023 by the NEOs and Directors.

As at December 31, 2023, the Company’s NEOs and Directors held a total of 6,252,000 stock options.

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Management Information Circular

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding the number of common shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Stock Option Plan as at December 31, 2023:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options #	Weighted-average exercise price of outstanding options $	Number of Common Shares remaining available for future issuance under equity compensation plans1 #
Equity compensation plans approved by security holders	12,031,400	$0.84	2,513,180
Equity compensation plans not approved by security holders	nil	nil	nil
Total	12,031,400		2,513,180

(1) Based on there being 145,445,800 shares outstanding as at December 31, 2023.

Stock Option Plan and Other Incentive Plans

The Company currently has in place is a 10% “rolling” Stock Option Plan which authorizes the Board to grant options to directors, officers, employees, and consultants to acquire up to 10% of the issued and outstanding common shares of the Company, from time to time. The underlying purpose of the Stock Option Plan is to attract and motivate the directors, officers, employees, and consultants of the Company, and to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Stock Option Plan.

The current Stock Option Plan was adopted by shareholders at the Company’s last AGM held May 31, 2023. For details of the Stock Option Plan, see “Particulars of Matters to be Acted Upon – Approval of Stock Option Plan” above. A complete copy of the Stock Option Plan is attached to this Circular as Schedule “ C ”.

The Company also has in place a Performance Share incentive plan for certain founders, as described above.

Employment, Consulting, and Management Agreements

The material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were: (a) performed by a director or NEO; or (b) performed by any other party but are services typically provided by a director or NEO are as follows:

Brandon Macdonald (CEO)

Under terms of a written employment contract, Mr. Macdonald was paid $290,000 per annum for his services as CEO of the Company in 2023. Mr. Macdonald’s employment may be terminated for cause by

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Management Information Circular

providing immediate notice, or without cause by providing 12 months’ severance pay; or should his employment be terminated due to a change of control of the Company, he would be entitled to 24 months’ severance pay. Mr. Macdonald ceased to be CEO of the Company as of May 2, 2024.

Cindy Chiang (CFO)

Ms. Chiang was appointed CFO on November 1, 2021, and was paid $86 per hour for her services on a contract basis. On March 1, 2023, Ms. Chiang entered into an employment agreement with the Company at a salary $190,000 per annum for her services as CFO. Ms. Chiang’s employment may be terminated for cause by providing immediate notice, or without cause or upon a change of control of the Company, by providing 9 months’ severance pay in the first year plus 1 month for each full year served thereafter up to a maximum of 12 months based on total compensation (base salary and the average yearly short-term incentive bonus of the last 3 years, or 75% of the target bonus from the previous year if 3 years of compensation are not available).

Pamela O’Hara (VP Sustainability)

Ms. O’Hara was appointed VP Sustainability on July 8, 2021, and is paid for her services on a contract basis at an hourly rate of $185. Ms. O’Hara’s contract may be terminated upon two weeks’ written notice by either the Company or Ms. O’Hara.

The CEO and CFO have employment agreements which include provisions covering position, term, duties, employee obligations, compensation (including base salary, bonus, stock options), other benefits, vacation benefit, and provisions covering termination for cause, without cause, and in the event of a change of control. For purposes of these arrangements, a change in control is defined as:

the acquisition, beneficially, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of National Instrument 62-104, takeover bids and issuer bids, or any successor instrument thereto, of common shares of the Company which, when added to all other common shares of the Company at the time held directly or indirectly by such person or persons acting jointly or in concert, totals for the first time more than 50% of the outstanding common shares of the Company;
during any period of not more than six (6) consecutive months, the removal, by extraordinary resolution of the shareholders of the Company, of more than fifty-one (51%) percent of the incumbent Directors on the Company’s Board at the beginning of the period;
the consummation of a sale of all or substantially all of the assets of the Company; or
the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as the three points above.

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Management Information Circular

The following table summarizes the material terms and conditions that apply to NEOs in the event of the noted separation events.

Compensation Element		Separation Event	Separation Event
	Resignation	Termination with Cause	Termination without Cause	Change of Control
Salary	Payments cease	Payments cease	12 months’ current salary(1) 6 months’ current salary plus 1 month’s salary for each completed year of employment to maximum of 9 months’ payment of salary(2)	24 months’ current salary(1) 6 months’ current salary plus 1 month’s salary for each completed year of employment to maximum of 12 months’ payment of salary(2)
Annual Incentive Bonus	Pro-rated bonus payment for months earned	None	Bonus earned over preceding 12 months if not yet paid, and pro- rated bonus payment for months earned	Amount equal to annual average of bonuses actually paid to employee over the last 3 years with the Company
Stock Options	Stock options which were vested upon resignation are exercisable for 90 days	All stock options are immediately forfeited	Options immediately vest and expire the earlier of the scheduled expiry date of the Option and up to one year following the termination date	If the Optionee is terminated by the Company without Cause, or the Optionee terminates their employment with the Company for Good Reason, within six months of the date of the Change of Control, all Options vest immediately prior to the Optionee’s termination or resignation and will expire on the scheduled Expiry Date
Benefits	Coverage ceases	Coverage ceases	Continue for 12 months(1) Continue for 6 months	Continue for 12 months(1) Continue for 6 months(2)

(1) Compensation for CEO.

(2) Compensation for CFO.

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Management Information Circular

The following table presents the estimated total change of control and termination benefits of its 2023 NEOs, assuming the separation event occurred on December 31, 2023, including any amounts attributable to option benefits using the TSXV closing price of $1.19 as at December 31, 2023.

Named Executive Officer	Separation Event	Separation Event	Separation Event	Separation Event
	Resignation $	Termination with Cause $	Termination without Cause $	Change of Control $
Brandon Macdonald, CEO(1)	Nil	Nil	290,000	691,583
Cindy Chiang, CFO	Nil	Nil	157,675	143,680
Pamela O’Hara, VP Sustainability(2)	NA	NA	NA	NA

(1) Brandon Macdonald ceased to be CEO of the Company as of May 2, 2024.

(2) Pamela O’Hara is a consultant acting as VP Sustainability for the Company and as a consultant, she is not eligible for termination benefits.

Indebtedness of Directors and Executive Officers

At no time during the last completed financial year was any current director, executive officer or employee or any former director, executive officer, or employee of the Company, or any proposed nominee for election as a director of the Company:

a) indebted to the Company; or
b) indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, other than routine indebtedness.

Interest of Informed Persons in Material Transactions

The term “informed person” as defined in National Instrument 51-102 Continuous Disclosure Obligations means a director or executive officer of the Company, or any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution.

Except as disclosed elsewhere herein or in the Notes to the Company’s financial statements for the financial year ended December 31, 2023, no informed person or nominee for election as a director of the Company, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

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Management Information Circular

Private Placements

On September 1, 2023, the Company announced closing of a non-brokered private placement of 8,750,000 shares of the Company at a price of $1.92 per share, through a charitable donation arrangement or directly. The following informed persons participated in the private placement upon terms and conditions identical to those upon which arm’s length third parties participated:

Name of Informed Person	Shares Purchased	Subscription Proceeds ($)
Marcus Chalk	50,000	68,500
Larry Childress	1,400,000	1,918,000
Lundin Family and Associates	4,635,000	6,349,950

Audit Committee

Pursuant to the policies of the TSXV and the provisions of section 224 of the Business Corporations Act of British Columbia, the Company is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of the Company.

The Company must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (“NI 52-110”), have a written charter, which sets out the duties and responsibilities of its Audit Committee. In providing the following disclosure, the Company is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

Audit Committee Overview

The Company’s Audit Committee is responsible for monitoring the Company’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents, and monitoring the performance and independence of the Company’s external auditors. The Audit Committee is also responsible for reviewing the Company’s annual audited financial statements, unaudited quarterly financial statements, and management’s discussion and analysis of financial results of operations for both annual and interim financial statements prior to their approval by the Board.

Audit Committee Mandate

The Board has adopted a Mandate for the Audit Committee which sets out the Audit Committee’s mandate, organization, powers, and responsibilities. The complete Audit Committee Mandate is attached to this Circular as Schedule “ B ”.

Composition of the Audit Committee

The following were the members of the Company’s Audit Committee during the financial year ended December 31, 2023:

December 31, 2023:
Adrian Rothwell (Chair)	Independent(1)	Financially literate(1)
Marcus Chalk	Independent(1)	Financially literate(1)
Peter Hemstead(2)	Independent(1)	Financially literate(1)

(1) As defined by NI 52-110.

(2) Peter Hemstead was appointed interim President and CEO as of May 2, 2024.

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Management Information Circular

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as an Audit Committee member is as follows:

Adrian Rothwell, CPA, CA – Mr. Rothwell (Chair) has worked in the mining industry for over 25 years with extensive experience in oversight and corporate governance roles. Until December 2022, Mr. Rothwell was President, Chief Executive Officer and Director of Angold Resources Ltd. Previously he was the Director, Strategy at Goldcorp Inc., and acted as Chief Financial Officer for many companies listed on the TSXV. Mr. Rothwell is a Chartered Professional Accountant (CPA, CA) in British Columbia and a designated Chartered Accountant in Australia & New Zealand. He articled at PricewaterhouseCoopers LLP in Australia and Canada and holds a BA in Economics from Macquarie University.

Marcus Chalk – Mr. Chalk has over 30 years’ experience as a leading strategic and capital markets advisor in the global metals and mining industry. He is the founder of GenCap Mining Advisory. Prior to founding GenCap, he spent 14 years leading the Vancouver mining investment banking team at Scotiabank and worked at Macquarie North America (Toronto and Vancouver) and CIBC Wood Gundy (Toronto, Sydney and Vancouver) prior to that. He holds both an Honours Business Administration degree, a BA in Economics degree from the University of Western Ontario and is a CFA Charterholder.

Peter Hemstead, CPA, CMA – Mr. Hemstead has over 25 years of finance experience and has a proven track record of providing strong financial leadership. He has extensive experience in financial management, corporate finance, project finance, treasury, commercial banking, marketing/sales, financial risk management, insurance, and tax planning. Mr. Hemstead is a Chartered Professional Accountant with an Honours Economics degree from the University of Western Ontario. He is the President and CEO of Bluestone Resources Inc. which is moving the Cerro Blanco gold project toward production. He previously held a senior financial executive role for 10 years with Capstone Mining Corp. (now Capstone Copper Corp.), leading the financial team through the successful expansion from a development stage mining company to an intermediate copper producer.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services with respect to external auditors.

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Management Information Circular

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(3)
2023 2022	$65,000 $45,000	nil nil	$22,300 $7,500	$33,011 $10,900

(1) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.

(2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

Management Contracts

Management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

Additional Information

Additional information regarding the Company and its business activities is available on the SEDAR+ website located at www.sedarplus.com under “Company Profiles – Fireweed Metals Corp.” The Company’s audited financial statements and management discussion and analysis (“MD&A”) for the financial year ended December 31, 2023, are available for review under the Company’s profile on SEDAR+. Shareholders may contact the Company to request copies of the financial statements and MD&A by mail to Corporate Secretary, Fireweed Metals Corp., Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49225, Vancouver, BC, V7X 1L2.

Board Approval

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

DATED at Vancouver, British Columbia, the 3[rd] day of May 2024.

ON BEHALF OF THE BOARD

“Peter Hemstead”

Peter Hemstead

Director and interim President and Chief Executive Officer

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Schedule “A” BOARD CHARTER

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BOARD CHARTER

1. PURPOSE

The Board of Directors (the “ Board ”) of Fireweed Metals Corp, (“ Fireweed ” or the “ Company ”) is responsible for the stewardship of the Company and to oversee the conduct of the business of the Company. In performing its function, the Board will act honestly and in good faith with a view to the best interests of the Company. In doing so, the Board’s fundamental objectives are to enhance and preserve long-term shareholder value, oversee that the Company meets its obligations on an ongoing basis and that it operates in a reliable and safe manner. The Board will also consider the legitimate interests of its other stakeholders, such as employees and the communities and the environment in which it operates.

2. COMPOSITION

2.1 Each member of the Board (each a “ Director ” and “ Directors ” being all or some as the context requires) must meet the requirements of applicable corporate laws and securities laws, rules, regulations, and guidelines of all applicable securities regulatory authorities and stock exchanges on which the Company’s securities are listed.
2.2 Directors are elected annually at the Company’s annual meeting of shareholders. The Company shall strive to have a majority of directors be “independent” as defined by applicable securities laws and regulations. Additionally, the Company shall strive to have a chair of the Board (the “ Chair ”) who qualifies as independent, and where the Chair is not independent, the Board may designate an independent director to act as “ Lead Director ”.

3. MEETINGS

3.1 Meetings will be scheduled, on at least a quarterly basis, to facilitate the Board carrying out its responsibilities. Additional meetings will be held as considered necessary.
3.2 At least forty-eight (48) hours’ notice of each meeting will be given to Directors, by telephone, or email, unless all Directors are present and waive notice, or if those absent waive notice before or after a meeting. Directors may attend meetings either in person or virtually.
3.3 The Corporate Secretary of the Company will be secretary (the “ Secretary ”) of all meetings and will maintain minutes of all meetings and deliberations of the Board. In the absence of the Secretary at any meeting of the Board or committee of the Board (each a “ Committee ”) the Board or the Committee as the case may be, shall appoint another person to act as secretary for the meeting who may, but need not, be a Director.
3.4 The quorum for meetings of the Board shall be a majority of Directors.

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3.5 Each Director is expected to attend all meetings of the Board, unless adequate notification of absence is provided, and is expected to have reviewed all materials provided in connection with a meeting in advance of such meeting and be prepared to discuss such materials at the meeting. Management is expected to provide all necessary documents to the Board within a reasonable time in advance of the meeting to allow for Board review.
3.6 Independent Directors may meet, without members of management and nonindependent Directors, at each Board meeting.

4. KEY DUTIES AND RESPONSIBILITIES

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself directly and indirectly through the Committees. The Board retains the responsibility for managing its own affairs including as set out below.

The Board oversees the conduct of the Company’s business by delegating to the Chief Executive Officer of the Company (the “ CEO ”), and senior management the responsibility for day-to-day management of the Company. In overseeing the conduct of the business, the Board, through the CEO, shall set the standards of conduct for the organization.

In carrying out its responsibilities, the Board will consider the advice, recommendation and/or input of each relevant Committee.

The Board’s principal duties and responsibilities fall into a number of categories and include the following:

4.1 Legal Requirements

a. The Board has the statutory duty to manage or supervise the management of the business and affairs of the Company.
b. A Director when exercising the powers and performing the functions of a Director, has the statutory duty to:
- (i) act honestly and in good faith with a view to the best interests of the Company;
- (ii) exercise the care, diligence, and skill that a reasonably prudent individual would exercise in comparable circumstances; and
- (iii) act in accordance with applicable corporate law and the regulations thereto, as well as the Company’s constating documents.
4.2 Independence and Overseeing Management
a. The Board has the responsibility to ensure that appropriate structures and procedures are in place to permit the Board to function independently of management including the independence matters set out in “Composition” above.

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b. The Board is responsible for approving the appointment of the CEO, monitoring and assessing the CEO’s performance, and approving CEO compensation following a review of the recommendations of the Compensation Committee. The Board is also responsible for approving the appointment of all corporate officers, acting upon the advice of the CEO, and approving overall compensation thereof through the annual budget approval process. To the extent feasible, the Board shall satisfy itself as to the integrity of the CEO and other senior management and that the CEO and management create a culture of integrity throughout the Company.
c. The Board, from time to time, shall delegate to senior management the authority to enter into certain types of transactions, including financial transactions, subject to specified limits. Investments and other expenditures above the specified limits and material transactions outside the ordinary course of business shall be reviewed by and subject to the prior approval of the Board.
d. The Board is responsible for ensuring that succession planning for senior management is in place, including programs to appoint, train, develop, and monitor senior management.

4.3 Board Organization and Evaluation

a. The Board will respond to recommendations received from the Corporate Governance and Nominations Committee and the Compensation Committee but retains the responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chair and/or Lead Director of the Board, candidates nominated for election to the Board, Committee and Committee chair appointments, Committee charters and Director compensation.
b. In connection with the nomination or appointment of individuals as directors, the Board is responsible for:
(i) considering what competencies and skills the Board, as a whole, should possess;
(ii) assessing what competencies and skills each existing Director possesses; and
(iii) considering the appropriate size of the Board, with a view to facilitating effective decision making.
c. The Board may delegate to its Committees certain matters it is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, and health, safety and environmental policies, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

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d. The Board will endeavor to conduct assessments of the Board, its Committees, and each individual Director annually regarding its or his or her effectiveness and contribution. All assessments should include:
- (i) in the case of the Board or a Committee of the Board, its performance in light of the Board’s or the Committee’s mandate or charter; and
- (ii) in the case of an individual director, the competencies and skills each individual director is expected to bring to the Board.
4.4 Strategic Planning and Risk Management
a. The Board is responsible for overseeing the Company’s long-term goals and strategic planning process and assisting management, directly or through its Committees, in developing and approving the defined processes by which the Company proposes to achieve its goals, taking into account, among other things, the changing opportunities and risks of the Company’s business.
b. The Board is responsible for reviewing and understanding the principal risks of the Company’s business to achieve a proper balance between risks incurred and the potential opportunities, and to ensure management has put in place systems which effectively identify, monitor and manage those risks with a view to the long-term viability of the Company. The Board’s oversight of risk includes assessing the environmental and social impacts and related risks of environmental, social and governance (ESG), and issues on the corporate strategy and operating model. The Committees shall assist the Board in fulfilling its risk oversight responsibilities in certain areas of risk, as outlined in each Committee’s charter.
4.5 Monitoring of Financial Performance and Other Actions
a. The Board is responsible for approving the audited financial statements, interim financial statements and the notes, and management’s discussion and analysis accompanying such financial statements.
b. The Board is responsible for reviewing and approving the Company’s annual budget presented by management.
c. The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Company’s governing statute, including the payment of dividends, issuance, purchase, and redemptions of securities, acquisitions and dispositions of material capital assets, and material capital expenditures.
d. The Board is responsible for assessing the integrity of internal control over financial reporting and management information systems.

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4.6 Policies, Procedures and Compliance

a. The Board has the responsibility to develop the Company’s approach to corporate governance and to ensure the Company has a corporate policy framework that enables the Company to operate at all times within applicable laws, regulations and its ethical standards.
b. The Board has the responsibility to approve and monitor compliance with significant policies and procedures under which the Company operates.
c. The Board has the responsibility to have in place a code of conduct and ensure effective systems are in place such that all Directors, officers, and employees comply with the code.

4.7 Communications and Reporting

a. The Board is responsible for ensuring the Company has in place disclosure policies and programs to enable effective communication processes with shareholders and other stakeholders and with financial, regulatory, and other institutions.
b. The Board shall approve the content of the Company’s major communications to shareholders and the investing public, including the interim and annual financial statements and management’s discussion and analysis, the management information circular, and any annual information form or any prospectuses which may be filed by the Company.
c. The Board is responsible for overseeing the Company’s financial reporting and disclosure obligations in accordance with applicable laws, including:
(i) overseeing the accurate reporting of the financial performance of the Company to shareholders, other security holders and regulators on a timely and regular basis, and in accordance with applicable laws;
(ii) overseeing that the financial results are reported fairly and in accordance with generally accepted accounting standards and applicable laws; and
(iii) taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on the Company.

4.8 Orientation and Continuing Education

a. The Board is responsible for ensuring all Directors receive a comprehensive orientation program so that all Directors understand the nature and operations of the Company’s business and the role of the Board and its Committees, as well as the contribution individual Directors are expected to make (including, in particular, the commitment of time and resources that the Company expects from its Directors).

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b. The Board is responsible for ensuring all Directors receive continuing education opportunities to maintain or enhance their skills and abilities as Directors, as well as their knowledge and understanding of the Company’s business.
c. It is expected that the Board will work with management in the discharge of the foregoing duties with respect to the nature and operations of the Company’s business.

4.9 Conflicts of Interest

a. A Director shall disclose promptly any interest that Director may have in an existing or proposed contract or transaction of or with the Company or any of its subsidiaries.
b. The disclosures contemplated in paragraphs (a) and (b) above shall be immediate if the perception of a possible conflict of interest arises during a meeting of the Board or any Committee of the Board, or if the perception of a possible conflict arises at another time then the disclosure shall occur by email to the other Directors immediately upon realization of the conflicting situation and then confirmed at the first Board and/or Committee meeting after the Director becomes aware of the potential conflict of interest that is attended by the conflicted Director.
c. Prompt public dissemination must be made of any material interests held by Directors in existing or proposed contracts or transactions of or with the Company or any of its subsidiaries. A majority of disinterested Directors must consider the scope and nature of the disclosure to be publicly disseminated.
d. A Director with a conflict of interest or who may be perceived as being in a conflict of interest with respect to the Company (or any of its subsidiaries) shall abstain from discussion and voting by the Board or any Committee of the Board on any motion to recommend or approve the subject matter of such conflict unless the matter relates primarily to the Director’s remuneration or benefits or as otherwise permitted by applicable law or regulation. If the conflict of interest is obvious and direct, the Director shall withdraw while the item is being considered.
e. Without limiting the generality of “conflict of interest”, it shall be deemed a conflict of interest if a Director, a Director’s relative, a member of the Director’s household in which any relative or member of the household is involved, has a direct or indirect financial interest in, or obligation to, or is a party to a proposed or existing contract or transaction with, the Company.
f. Directors shall maintain the confidentiality of all information and records obtained as a result of acting as a Director.

5. BOARD CHAIR

5.1 Appointment of the Chair

The Chair shall be appointed annually by the Board and shall have such skills and abilities appropriate to act as Chair. Where a vacancy occurs at any time in the position of the Chair, it shall be filled by the Board. The Board may remove and replace the Chair at any time.

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The chair of each Committee shall be appointed annually by the Board. The position of a Committee chair, when vacant, shall be filled by the Board. The Board may remove and replace a Committee chair at any time. The duties of a Committee chair shall be as set forth in the Committee’s charter or as otherwise determined by the Board.

5.2 Duties

The Chair, with the assistance of the Lead Director (if one is appointed), is accountable to the Board and is, with the assistance of the Lead Director (if one is appointed) responsible for the management, development, and effective performance of the Board. In particular, the Chair (or Lead Director) shall:

a. oversee the functioning of the Board including that it functions independently of management;
b. promote ethical and responsible decision making, appropriate oversight of management, and best practices in corporate governance;
c. make sure the Board has the opportunity to meet without members of management present regularly and on an as-needed basis;
d. determine, in consultation with the Board and management, the agenda, the time and places of the meetings of the Board, and of the annual meeting of shareholders;
e. facilitate the flow of information to and from the Board and coordinate with management matters to be considered by the Board so that they are properly presented and given the appropriate opportunity for discussion;
f. provide advice, counsel, and mentorship to other Directors, the CEO, and other management;
g. preside as chair of each meeting of the Board and as chair of each meeting of the shareholders of the Company, unless not present; in the absence of the Chair at any meeting, the Board will appoint another Director or Executive to act as Chair;
h. communicate with all Directors to coordinate their input, encourage their accountability, and provide for the effectiveness of the Board and its Committees as well as to keep Directors up to date on all major developments concerning the Company;
i. be available for consultation and direct communication with the Company’s shareholders as appropriate, and in addition, review to determine, where appropriate, if the Board is adequately represented at official functions and meetings with major shareholder groups, other stakeholders, financial analysts, media, and the investment community;
j. together with the chair of the Committee responsible for Board and Director evaluation (if any), provide feedback to Directors regarding their performance;

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Board Charter

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k. performing such other duties as the Board may delegate to the Chair from time to time; and
l. take such other steps as are reasonably required for the Board to function effectively and meet its obligations and responsibilities.

Original approval date: April 25, 2023

Approved by: Board of Directors

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Schedule “B”

AUDIT COMMITTEE MANDATE

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AUDIT COMMITTEE MANDATE

1. PURPOSE

1.1 The purpose of the Audit Committee (the “ Committee ”) is to assist the Board of Directors (the “ Board ” or “ Directors ” and each a “ Director ”) of Fireweed Metals Corp. (“ Fireweed ” or the “ Company ”) in fulfilling its financial oversight responsibilities primarily through reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders; assessing the Company’s systems of internal controls regarding finance and accounting; overseeing reports to the CEO, all named executive officers, and any other members of the senior management team (“ Senior Management ”) regarding conduct of the Company’s auditing, accounting and financial reporting processes; assisting with oversight of the Company’s compliance with legal and regulatory requirements and Company’s policies, procedures and practices; reviewing and assessing the performance and independence of the Company’s external auditors; and providing an open avenue of communication among the Company’s auditors, financial and Senior Management, and the Board of Directors.

2. COMPOSITION AND MEMBERSHIP

2.1 The Board, at its organizational meeting held in conjunction with each annual general meeting of shareholders, will appoint the members of the Committee (“ Members ” and each a “ Member ”) and a chair (the “ Committee Chair ”) for the ensuing year. The Board may remove or replace a Member at any time and may fill any vacancy occurring on the Committee.
2.2 The Committee shall consist of at least three Members, a majority of whom shall qualify as “independent” as defined by applicable securities laws and regulations. Where practicable given the skills and experience of Members, the Board shall strive to have all Members be “independent”. All Members should have skills and experience relevant to the mandate of the Committee. At least one Member of the Committee should have accounting or related financial management expertise. 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 hereof, 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 the Company’s financial statements.

3. MEETINGS

3.1 The Committee shall meet at least once every quarter, or more frequently as required, at such times and places as the Committee Chair may determine.

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Audit Committee MANDATE

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3.2 Notice of meetings will be given at least 48 hours’ notice in advance of each meeting orally, by telephone, or email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting.
3.3 Members may attend meetings in person or by telephone or other telecommunication device that permits all persons participating to communicate with each other.
3.4 The Corporate Secretary of the Company will be secretary (the “ Secretary ”) of all meetings and will maintain minutes of all meetings and deliberations of the Committee. In the absence of the Secretary at any meeting, the Committee will appoint another person who may, but need not, be a Member of the Committee, to act as secretary.
3.5 A quorum shall be a majority of Members.
3.6 The Committee may invite other Members of the Board, Senior Management, and/or any third-party consultant to attend Committee meetings as appropriate to provide additional information or opinions. Expenses related to engaging external resources will be paid by the Company in accordance with Section 5.1 below.
3.7 All regular meetings shall include an in-camera session of independent Directors without Senior Management present. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

4. DUTIES AND RESPONSIBILITIES

4.1 The duties and responsibilities of the Committee are as follows:

4.1.1 Documents/Reports Review

Review with the external auditor and/or Senior Management the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information, and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
Confirm that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements.

4.1.2 External Auditors

Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.
Annually confirm the independence of the external auditor by obtaining a formal written statement of the external auditors setting forth all relationships between the external

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Audit Committee MANDATE

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auditors and the Company, consistent with IFRS, and determining that they satisfy the requirements of all applicable laws.

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 full Board take appropriate action to oversee the independence of the external auditors.
Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
At each yearly audit meeting, consult with the external auditors, without the presence of Senior Management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
Review and approve the Company’s hiring policies regarding partners, employees, and former partners and employees of the present and former external auditors of the Company.
Review with Senior Management and the external auditors the audit plan for the yearend 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 the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
such services were not recognized by the Company at the time of the engagement to be non-audit services; or
such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee; provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval.

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Audit Committee MANDATE

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4.1.3 Financial Reporting Processes

In consultation with the external auditors, review with Senior Management the integrity of the Company’s financial reporting process, both internal and external.
Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and Senior Management.
Review significant judgments made by Senior 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 Senior 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 Senior Management and the external auditors in connection with the preparation of the financial statements.
Review with the external auditors and Senior Management the extent to which changes and improvements in financial or accounting practices have been implemented.
Review any complaints or concerns about any questionable accounting, internal accounting controls, or auditing matters.
Review the certification process.
Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

4.1.4 Legal and Regulatory Compliance

Satisfy itself, on behalf of the Board of Directors, that all material statutory deductions have been withheld by the Company and remitted to the appropriate authorities.
Without limiting its rights to engage counsel generally, review, with the principal legal external counsel of the Company, any legal matter that could have a significant impact on the financial statements of the Company.
Satisfy itself, on behalf of the Board of Directors, that all regulatory compliance issues have been identified and addressed.

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Audit Committee MANDATE

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4.1.5 Budgets

Assist the Board of Directors in the review and approval of operational, capital, and other budgets proposed by Senior Management.

4.1.6 Risk Management

Assist the Board in fulfilling enterprise risk management oversight relating to matters within the Committee’s mandate.
Review the adequacy, appropriateness, and effectiveness of the Company’s insurance policies.

4.1.7 Other

Review any related-party transactions.
Any additional matters delegated to the Committee by the Board.

5. ACCESS TO INFORMATION AND AUTHORITY

5.1 The Committee will be granted unrestricted access to all information regarding the Company and all directors, officers, employees, consultants, and contractors will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Company’s expense, independent legal, financial, and other advisors, consultants, and experts, to assist the Committee in fulfilling its duties and responsibilities.

6. REVIEW OF MANDATE

6.1 The Committee will annually review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.

7. ACCOUNTABILITY AND TRANSPARENCY

7.1 The Committee Chair has responsibility to report to the Board with respect to the significant activities of the Committee and any recommendations of the Committee and to ensuring that the minutes of Committee accurately report its activities.

8. RESPONSIBILITIES OF THE COMMITTEE CHAIR

8.1 The Committee Chair is responsible for the management and effective performance of the Committee. To that end, the Committee Chair’s responsibilities include:
Providing leadership to the Committee and overseeing the functioning of the Committee.
Presiding over both in-person and virtual meetings of the Committee, unless not present.
Establishing the frequency of the Meetings in consultation with the Secretary Senior Management, and reviewing and providing input on meeting agendas.

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Audit Committee MANDATE

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Facilitating the flow of information to and from the Committee including coordinating with management matters to be considered by the Committee and providing input so such are properly presented and given the appropriate opportunity for discussion.
Acting as liaison with the chair of the Board and Senior Management as applicable and communicate with all members of the Committee to co-ordinate their input.
Fostering an environment in which Members may ask questions and express their viewpoints and that encourages accountability of Members.
Leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate.
Working collaboratively with chairs of other committees of the Board in areas of overlap.
Performing such other duties as may be delegated to the Committee Chair by the Committee or the Board from time to time.
Taking such other steps as are reasonably required for the Committee to carry out its mandate.

Original approval date: April 25, 2023

Approved by: Board of Directors

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Schedule “C”

STOCK OPTION PLAN

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STOCK OPTION PLAN

PART I INTERPRETATION

1.1 Defined Terms. For the purposes of this Plan, the following terms shall have the following meanings:

“ Administrator ” has the meaning ascribed thereto in Section 3.1 hereof;

“ Affiliate ” means a corporation related to another corporation if one of them is the subsidiary of the other, or both are subsidiaries of the same corporation, or each of them is controlled by the same Person;

“ Applicable Laws ” means all legal requirements relating to the administration of stock option plans, if any, under applicable corporate laws, any applicable state or provincial securities laws, the rules and regulations promulgated thereunder, and the requirements of the Exchange, and the laws of any foreign jurisdiction applicable to Options granted to residents therein;

“ Associate ” means, if used to indicate a relationship with any Person,

(a) a partner, other than a limited partner, of that Person;
(b) a trust or estate in which that Person has a substantial beneficial interest or for which that Person serves as trustee or in a similar capacity;
(c) an issuer in respect of which that 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 issuer; or
(d) a relative, including the spouse, of that Person or a relative of that Person’s spouse, if the relative has the same home as that Person,

but

(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company;

“ Board ” means the Board of Directors of the Corporation;

“ Blackout Period ” means a period during which an Optionee is restricted by the Corporation from trading in the Corporation's securities pending the dissemination of previously undisclosed material information;

“ Cashless Exercise Right ” has the meaning set forth in Section 7.5 of this Plan.

“ Charitable Option ” means an Option or equivalent security granted by the Corporation to an Eligible Charitable Organization;

“ Charitable Organization ” has the meaning as ascribed thereto in the Tax Act;

“ Committee ” means a committee of the Board appointed in accordance with Section 3.2 hereof;

“ Corporation ” means Fireweed Metals Corp. and its Affiliates;

“ Consultant ” means, in relation to the Corporation, an individual (other than an Employee or a Director of the Corporation) or company, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation, other than services provided in relation to a distribution of securities,
(ii) provides the services under a written contract between the Corporation or an Affiliate and the individual or the company, as the case may be
(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate; and
(iv) has a relationship with the Corporation or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Corporation;

“ Date of Grant ” means the date on which a grant of an Option is effective;

“ Director ” means a director of the Corporation or an Affiliate;

“ 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 which causes an individual to be unable to engage in any substantial gainful activity;

“ Discounted Market Price ” has the meaning ascribed thereto in the Exchange Policies;

“ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by shareholders of the Corporation or their proxies at a shareholders’ meeting other than votes attaching to securities beneficially owned by Insiders to whom Options may be granted pursuant to this Plan and their Associates and, for purposes of this Plan, holders of non-voting and subordinate voting securities (if any) will be given full voting rights on a resolution which requires disinterested shareholder approval;

“ Eligible Charitable Organization ” means:

(i) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation, or
(ii) a Registered National Arts Services Organization.

“ Eligible Persons ” means those Persons who are eligible to be granted Options under this Plan;

“ Employee ” means:

(i) an individual who is considered an employee of the Corporation or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;

“ Exchange ” means the TSX Venture Exchange, or any other stock exchange on which the Corporation’s Shares are listed for trading;

“ Exchange Policies ” mean the policies set forth in the Exchange’s Corporate Finance Manual, as amended from time to time.

“ Guardian ” means the guardian, if any, appointed for an Optionee;

“ Insider ” if used in relation to the Corporation means:
(a) a director or an officer of the Corporation;
(b) a director or an officer of a company that is itself an Insider or a subsidiary of the Corporation;
(c) a Person that has
- (i) beneficial ownership of, or control or direction over, directly or indirectly, or
- (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly,

securities of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution; or

(d) the Corporation if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security;

“ Investor Relations Activities ” has the meaning ascribed thereto in the Exchange Policies;

“ Management Company Employee ” means an individual employed by a Person providing management services to the Corporation (other than Investor Relations Activities), which are required for the ongoing successful operation of the business of the Corporation;

“ Net Exercise Right ” has the meaning ascribed to it in section 7.4 of this Plan;

“ Officer ” means the chief executive officer, the chief financial officer, president, vice president, secretary, treasurer, manager, comptroller and any person routinely performing corresponding functions and/or policy making functions with respect to the Corporation or its subsidiaries, and includes a Management Company Employee that provides the services of such Officer;

“ Option ” means an option to purchase Shares granted pursuant to the provisions of this Plan;

“ Option Agreement ” means a written agreement between the Corporation and an Optionee, specifying the terms of the Option being granted to the Optionee under this Plan, which may be in the form set out in Schedule “A” hereto;

“ Option Price ” means the price at which an Option to purchase Shares is exercisable;

“ Optionee ” means the recipient of an Option granted by the Corporation;

“ Person ” means a natural person, firm, 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 syndicate or group shall be deemed to be a Person;

“ Plan ” means this stock option plan of the Corporation, as amended from time to time;

“ Private Foundation ” has the meaning as ascribed thereto in the Tax Act;

“ Public Foundation ” has the meaning as ascribed thereto in the Tax Act;

“ Registered Charity ” has the meaning as ascribed thereto in the Tax Act;

“ Registered National Arts Services Organization ” has the meaning as ascribed thereto in the Tax Act;

“ Shares ” means the common shares without par value in the capital of the Corporation;

“ Successor ” means the legal heirs or personal representatives of the Optionee upon death, pursuant to a will or the laws of descent and distribution of the applicable jurisdictions;

“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time;

“ Term ” means the period of time during which an Option is exercisable;

“ Terminating Event ” means:

(a) the dissolution or liquidation of the Corporation, or
(b) a material change in the capital structure of the Corporation that is deemed to be a Terminating Event pursuant to Section 10.1 or 10.5 hereof.

“ VWAP ” means the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date. Where appropriate, internal crosses and certain other special trades may be excluded from the calculation.

PART 2 ESTABLISHMENT AND PURPOSE OF THE PLAN

2.1 Establishment of the Plan. The Corporation hereby establishes this Plan to govern the grant, administration and exercise of Options which may be granted to eligible Optionees. The Plan is designed to be a “rolling” stock option plan under Exchange Policies, reserving at any one time a maximum of 10% of the issued Shares of the Corporation for the exercise of Options.

2.2 Principal Purposes. The principal purposes of this Plan are to provide the Corporation with the advantages of the incentive inherent in stock ownership on the part of Directors, Officers, Employees and Consultants responsible for the continued success of the Corporation; to create in such individuals a

proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage such individuals to remain with the Corporation; and to attract new Directors, Officers, Employees and Consultants to the Corporation.

2.3 Benefit to Shareholders. This Plan is expected to benefit shareholders by enabling the Corporation to attract and retain personnel of the highest caliber by offering them an opportunity to share in any increase in value of the Shares resulting from their efforts. PART 3 ADMINISTRATION

3.1 Board or Committee. This Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2 hereof. The Board or, if applicable, the Committee is hereinafter referred to as the “Administrator”.

3.2 Appointment of Committee. The Board may at any time appoint a Committee (which may be the Compensation Committee), consisting of not less than two of its members, to administer this 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 this Plan.

3.3 Quorum and Voting. A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Part 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee who are disinterested Persons to an action may vote on any matters affecting the administration of this Plan or the grant of Options pursuant to this Plan, except that no such member shall act upon the granting of an Option to himself (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 him).

3.4 Powers of Administrator. Subject to the provisions of this Plan and any Applicable Laws, and with a view to effecting the purpose of this Plan, the Administrator shall have sole authority, in its absolute discretion, to:

(a) administer this Plan in accordance with its express terms;
(b) determine all questions arising in connection with the administration, interpretation, and application of this Plan, including all questions relating to the value of the Shares;
(c) correct any defect, supply any information, or reconcile any inconsistency in this Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of this Plan;
(d) prescribe, amend, and rescind rules and regulations relating to the administration of this Plan;
(e) determine the duration and purposes of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of this Plan;

(f) do the following with respect to the granting of Options:
(i) determine the Directors, Officers, Employees and Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan,
(ii) determine the terms and conditions of the Option Agreement to be entered into with any Optionee (which need not be identical with the terms of any other Option Agreement),
(iii) amend the terms and conditions of Option Agreements, provided the Administrator obtains:
- A. the consent of the Optionee, and
- B. if applicable, the approval of the Exchange and / or Disinterested Shareholder Approval,
(iv) determine when Options shall be granted,
(v) determine the Option Price of each Option, and
(vi) determine the number of Shares subject to each Option; and
(g) make all other determinations necessary or advisable for administration of this Plan.

3.5 Administration by Administrator. All determinations made by the Administrator in good faith on matters referred to in Section 3.4 hereof shall be final, conclusive, and binding upon the Corporation and the relevant Optionee. The Administrator shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Administrator’s administration of this Plan shall in all respects be consistent with Exchange Policies.

3.6 Obtain Regulatory Approvals. In administering this Plan, the Administrator will obtain any regulatory approvals which may be required pursuant to all Applicable Laws. This Plan is subject to these approvals.

3.7 Annual Shareholder Approval. This Plan must receive approval of the Corporation’s shareholders annually at the Corporation’s annual general meeting. Evidence that the majority of the shareholders are in favour of a proposal to approve the Plan or any amendment thereto is not sufficient.

3.8 Disinterested Shareholder Approval. The Administrator must obtain Disinterested Shareholders’ Approval to any material amendment to this Plan, in accordance with Exchange Policies, including any (i) increase in the number of Options which may be granted under this Plan, (ii) any decrease in the exercise price of any options, (iii) any extension of the term of any Options held by Insiders.

PART 4 ELIGIBILITY

4.1 General Eligibility. Options may be granted to an Eligible Charitable Organization or a Director, Officer, Employee or Consultant of the Corporation or its subsidiary at the time the Option is granted. An Optionee shall not be precluded from being granted an Option solely because such Optionee may previously have been granted an Option under this Plan.

4.2 No Violation of Laws. No Option shall be granted to any Optionee unless the Administrator has determined that the grant of such Option and the exercise thereof by the Optionee will not violate any Applicable Laws.

4.3 Optionees to be Named. No Options shall be granted unless and until the Options have been allocated to a particular Optionee(s).

PART 5 SHARES SUBJECT TO THIS PLAN

5.1 Maximum Number of Shares Reserved Under Plan. The aggregate number of Shares which may be reserved for issuance pursuant to the exercise of Options granted under this Plan shall not exceed 10% of the Corporation’s issued and outstanding shares at the time of the grant. Such number of Shares is subject to adjustment in accordance with Part 10 hereof. Any Shares reserved for issuance pursuant to the exercise of stock options granted by the Corporation prior to this Plan coming into effect and which are outstanding on the date on which this Plan comes into effect shall be included in determining the number of Shares reserved for issuance hereunder as if such stock options were granted under this Plan. The terms of this Plan shall not otherwise govern such pre-existing stock options.

5.2 Sufficient Authorized Shares to be Reserved. If the constating documents of the Corporation limit the number of authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of Options granted under this Plan. Shares that were the subject of Options that have expired or terminated may once again be subject to an Option granted under this Plan.

5.3 Disinterested Shareholder Approval. Unless Disinterested Shareholder Approval is obtained, under no circumstances shall this Plan, together with all of the Corporation’s other previously established or proposed stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result in or allow at any time:

(a) the number of Shares reserved for issuance pursuant to Options granted to Insiders (as a group) at any point in time exceeding 10% of the issued and outstanding Shares;
(b) the grant to Insiders (as a group), within a 12 month period, of an aggregate number of Options exceeding 10% of the issued and outstanding Shares at the time of the grant of the Options;
(c) the issuance to any one Optionee, within any 12 month period, of an aggregate number of Options exceeding 5% of the issued and outstanding Shares at the time of the grant of the Options;
(d) any individual Option grant that would result in any of the limitations set out in sections 5.3 (a), (b) or (c) being exceeded; or
(e) any amendment to Options held by Insiders that would have the effect of decreasing the exercise price of such Options.

For purposes hereof, Options held by an Insider at any point in time that were granted to such Person prior to it becoming an Insider shall be considered Options granted to an Insider irrespective of the fact that the Person was not an Insider

5.4 Number of Shares Subject to this Plan. Upon exercise of an Option, the number of Shares thereafter available under such Option shall decrease by the number of Shares as to which the Option was exercised; however the same number of Shares shall thereafter again be available for the purposes of this Plan.

5.5 Expiry of Option. If any Options are cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no securities have been issued, then the same number of Options available to be issued under this Plan, and the same number of Shares which may be issued upon exercise thereof, shall thereafter again be available for the purposes of this Plan. PART 6 TERMS AND CONDITIONS OF OPTIONS

6.1 Option Agreement. Each Option shall be evidenced by an Option Agreement, which may contain such terms, not inconsistent with this Plan or any Applicable Laws, as the Administrator in its discretion may deem advisable; provided, that each Option Agreement shall contain the following terms:

(a) the number of Shares subject to purchase pursuant to such Option;
(b) the Date of Grant;
(c) the Term;
(d) the Option Price;
(e) the Option is not assignable or transferable; and
(f) such other terms and conditions as the Administrator deems advisable and are consistent with the purposes of this Plan.

6.2 Exchange Restrictions of Reservations. Notwithstanding any other provision hereof, for so long as the Shares are listed on the Exchange, the number of Shares reserved for issuance to:

(a) any one Optionee pursuant to Options granted to such Optionee during any 12 month period shall not exceed 5% of the issued and outstanding Shares, calculated at the date such Options are granted;
(b) any one Optionee, who is a Consultant, in respect of Options granted to such Consultant during any 12 month period shall not exceed 2% of the issued and outstanding Shares, calculated at the date such Options are granted;
(c) all Optionees who are engaged or employed in Investor Relations Activities during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Shares, calculated at the date such Options are granted; and
(d) Eligible Charitable Organizations shall not at any time exceed 1% of the issued and outstanding Shares of the Corporation, calculated at the date such Options are granted.

6.3 Exercise Price. The Option Price shall not be less than the Discounted Market Price, provided that (i) if the Corporation has just been recalled for trading following a suspension or halt, the Corporation must wait until a satisfactory market has been established before setting the exercise price for and granting of the Options (generally ten days from the date of resumption of trading); (ii) a minimum price

cannot be established unless the Options are allocated to particular Optionees; and (ii) if Options are granted within 90 days of a distribution of securities by way of a prospectus, the minimum exercise price of those Options will be the greater of the Discounted Market Price and the prospectus offering price (the 90 day period to be calculated from the date a final receipt is issued for the prospectus).

6.4 Maximum Term. Subject to section 6.5, the maximum Term of an Option granted shall be ten years from the Date of Grant.

6.5 Blackout Period. The Term of an Option shall be automatically extended if the expiry date falls within a Blackout Period provided that: (i) the Blackout Period is imposed by the Corporation pursuant to its internal trading polices as a result of the bona fide existence of undisclosed material information; (ii) the Blackout Period expires upon the general disclosure of such material information; (iii) the expiry date of the affected Options is extended to no later than ten (10) business days after the expiry of the Blackout Period; and (iv) such automatic extension is not applicable if the Corporation or Optionee is also subject to a cease trade order or similar trading restriction.

6.6 Vesting Schedule. No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be specified by the Administrator at the time of grant of the Option prior to the provision of services with respect to which such Option is granted; provided, that if no vesting schedule is specified at the time of grant, the Option shall vest on the date it is granted.

Notwithstanding the foregoing, for Options granted to Optionees who provide Investor Relations Activities and where no vesting schedule is specified at the time of grant, the Options shall vest according to the following schedule:

Vesting Period	Percentage of Total Option Vested
3 Months after Date of Grant	25%
6 Months after Date of Grant	50%
9 Months after Date of Grant	75%
12 Months after Date of Grant	100%

6.7 Acceleration of Vesting. The vesting of outstanding Options, other than Options granted to Optionees who provide Investor Relations Activities, may be accelerated by the Administrator at such times and in such amount as it may determine in its sole discretion.

6.8 Hold Periods.

(a) If required by Applicable Laws, any Options will be subject to a hold period expiring on the date that is four months and a day after the Date of Grant, and the Option Agreements and the certificates representing any Shares issued prior to the expiry of such hold period will bear a legend in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT]. ”

(b) In addition to any resale restrictions under any Applicable Laws, if the Option Price is set at a discount to the Market Price (as defined in Exchange Policies), or if Options are granted to Insiders, the Option Agreements and the certificates representing any Shares realized on the exercise thereof will bear 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 [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].

6.9 Form for Non-Individuals. If a proposed Optionee is a corporation or is otherwise not an individual, it must provide the Exchange with a completed Schedule “A” to Exchange Form 4G – Certification and Undertaking Required from a Company Granted Security Based Compensation , or any amended or replacement form.

6.10 Bona Fide Optionee. By execution of an Option Agreement, the Optionee represents that he, she or it is a bona fide Director, Officer, Employee or Consultant, as the case may be. It will be the joint responsibility of the Corporation and the Optionee that the Optionee is and will remain a bona fide Employee, Consultant or Management Company Employee.

PART 7 EXERCISE OF OPTION

7.1 Method of Exercise. Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Part 6 hereof, an Optionee may exercise an Option, prior to the expiry date thereof, by giving written notice thereof to the Corporation at its principal place of business or as otherwise indicated by the Corporation in writing.

7.2 Payment of Option Price. The notice described in Section 7.1 hereof shall be accompanied by full payment of the Option Price to the extent the Option is so exercised, and full payment of any amounts the Corporation determines must be withheld for tax purposes from the Optionee pursuant to the Option Agreement. Such payment shall be in lawful money (Canadian funds) in cash, wire transfer or certified cheque.

7.3 Issuance of Stock Certificate. As soon as practicable after exercise of an Option in accordance with Sections 7.1 and 7.2 hereof, the Corporation shall issue a stock certificate evidencing the Shares with respect to which the Option has been exercised. Upon due exercise of an Option, the Optionee shall be entitled to all rights to vote or receive dividends or any other rights as a shareholder with respect to such Shares.

7.4 Net Exercise Right. The Corporation may, but shall not be obligated to, offer an Optionee the right (the “ Net Exercise Right ”), in lieu of the right to exercise an Option, to terminate such Option in whole or in part by notice in writing delivered by the Optionee to the Corporation electing to exercise the Net Exercise Right and, in lieu of receiving the Shares (the “Option Shares”) to which such terminated Option relates, to receive the number of Shares, disregarding fractions, which is equal to the quotient obtained by:

(a) subtracting the applicable Option exercise price per Share from the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right and multiplying the remainder by the number of Option Shares; and
(b) dividing the product obtained under subsection 7.4(a) by the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right.

If a Optionee exercises a Net Exercise Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under this Plan.

Exercise of an Option by use of the Net Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Net Exercise Right or to provide reasons for not allowing use thereof. In particular, use of the Net Exercise Right is not available to Optionees who undertake Investor Relations Activities.

7.5 Cashless Exercise Right. The Corporation may, but shall not be obligated to, offer an Optionee the right (the “ Cashless Exercise Right ”), to exercise Options in whole or in part by notice in writing delivered by the Optionee to the Corporation electing to exercise the Cashless Exercise Right and, in lieu of making a cash payment of the full purchase price of the Shares being purchased (the “ Option Shares ”) the Corporation will, pursuant to an arrangement with a brokerage firm, have the brokerage firm (i) loan money to the Optionee to purchase the Shares underlying the Options, (ii) then sell a sufficient number of the Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee, and (iii) deliver the balance of the Shares to the Optionee.

If an Optionee exercises a Cash Exercise Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under this Plan.

Exercise of an Option by use of the Cashless Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Cashless Exercise Right or to provide reasons for not allowing use thereof. In particular, use of the Cashless Exercise Right is not available to Optionees who undertake Investor Relations Activities.

7.6 Monitoring Trading. An Optionee who performs Investor Relations Activities shall provide written notice to the Board of each of his trades of securities of the Company, within five business days of each trade.

PART 8 TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable. Except as provided otherwise in this Part 8, Options are non-assignable and non-transferable.

8.2 Death of Optionee. If an Optionee should die while any Options remain outstanding in his name, such Options shall pass to the Successor of the Optionee and shall be exercisable by the Successor for a period of 12 months from the date of death.

8.3 Disability of Optionee. If the engagement of an Optionee as an Employee or Consultant of the Corporation, or the position of an Optionee as a Director or Officer, is terminated by the Corporation by reason of such Optionee’s Disability, any Option held by such Optionee that could have been exercised immediately prior to such termination of employment shall be exercisable by such Optionee, or by his Guardian, for a period of 90 days following the termination of employment of such Optionee.

8.4 Vesting. Options held by a Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.5 Majority Agreement. If two or more Persons constitute the Successor or the Guardian of an Optionee, the rights of such Successor or such Guardian shall be exercisable only upon the majority agreement of such Persons.

8.6 Deemed Non-Interruption of Employment. Employment 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 Optionee’s right to re-employment with the Corporation is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee’s re-employment is not so guaranteed, then his or her employment shall be deemed to have terminated on the 91[st] day of such leave.

PART 9 TERMINATION OF OPTIONS

9.1 Termination of Options. To the extent not earlier exercised or terminated, an Option shall terminate at the earliest of the following dates:

(a) the termination date specified for such Option in the Option Agreement;
(b) where the Optionee’s position as an Employee, Consultant, Director or Officer is terminated for just cause, the date of such termination for just cause;
(c) where the Optionee’s position as an Employee, Consultant, Director or Officer terminates for a reason other than the Optionee’s Disability, death, or termination for just cause, 90 days after such date of termination;
(d) where the Optionee’s position as an Employee, Consultant, Director or Officer terminates as a result of the Optionee’s death, such Options may be exercisable by the Successor for a period of 12 months from the date of death;
(e) where the Optionee is an Eligible Charitable Organization, the Charitable Options shall terminate the 90th day following the date the Optionee ceases to be an Eligible Charitable Organization;
(f) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1 hereof; and
(g) the date specified in Section 10.5 hereof for such termination in the event of a Terminating Event.

PART 10 ADJUSTMENTS TO OPTIONS

10.1 Alteration of Capital. In the event of any material change in the outstanding Shares of the Corporation prior to complete exercise of any Option by reason of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of shares or other similar corporate change, the Administrator shall seek to implement an equitable adjustment to the number or kind of Shares issuable under this Plan or subject to outstanding Options, and the Option Price of such shares; provided that any adjustment to outstanding Options (other than resulting from a consolidation or split of the Corporation’s Shares) will require prior approval of the Exchange. Any such adjustment shall be made in the sole discretion of the Board, acting on recommendations made by the Administrator, and shall be conclusive and binding for all purposes of this Plan. If the Administrator determines that the nature of a material alteration in the capital structure of the Corporation is such that it is not practical or feasible to make appropriate adjustments to this Plan or to the Options granted hereunder, such event shall be deemed a Terminating Event for the purposes of this Plan.

10.2 No Fractions. No fractional Shares shall be issued upon the exercise of an Option and accordingly, if as a result of any adjustment set out hereof an Optionee would be entitled to a fractional Share, the Optionee shall have the right to purchase only the adjusted number of full Shares and no payment or other adjustment shall be made with respect to the fractional Share so disregarded.

10.3 Terminating Events. Subject to Section 10.4 hereof, all Options granted under this Plan shall terminate upon the occurrence of a Terminating Event.

10.4 Notice of Terminating Event. The Administrator shall give notice to Optionees not less than 30 days prior to the consummation of a Terminating Event. Upon the giving of such notice, all Options granted under this Plan shall become immediately exercisable, notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

10.5 General Offer for Shares. Notwithstanding anything else herein to the contrary, in the event (i) an offer to purchase the Shares shall be made to the holders of the Shares generally, unless the Board determines that such offer will not result in any change in control of the Corporation, or (ii) of a sale of all or substantially all of the assets of the Corporation, or (iii) the sale, pursuant to an agreement with the Corporation, of securities of the Corporation pursuant to which the Corporation is or becomes a subsidiary of another corporation, then unless provision is made by the acquiring corporation for the assumption of each Option or the substitution of a substantially equivalent option therefor, the Corporation shall give written notice thereof to each Optionee holding Options under this Plan and such Optionees shall be entitled to exercise his or its Options to the extent previously unexercised, regardless of whether such Optionee would otherwise be entitled to exercise such Options to such extent at that time, within the 30 day period immediately following the giving of such notice, with the exception that the vesting of Options held by Persons providing Investor Relations Activities may not be accelerated without prior written approval of the Exchange. Any Options not exercised within such 30 day period will immediately terminate and such event shall be deemed to be a Terminating Event.

10.6 Determinations to be made by Administrator. Adjustments and determinations under this Part 10 shall be made by the Administrator, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.

PART 11 TERMINATION AND AMENDMENT OF PLAN

11.1 Termination of Plan. The Administrator may terminate this Plan at the same time as all Options are terminated upon a Terminating Event pursuant to section 10.1. The Administrator may terminate this Plan at such other time and on such conditions as the Administrator may determine, provided that no such termination shall be effected if do so would affect the rights of then existing Optionees, without the approval of such Optionees.

11.2 Power of Administrator to Amend Plan. The Administrator may, subject to the approval of the Exchange, amend this Plan so as to: (i) correct typographical errors; (ii) clarify existing provisions of the Plan, which clarifications do not have the effect of altering the scope, nature or intent of such provisions; and (iii) maintain compliance with any Applicable Laws. The Administrator may condition the effectiveness of any such amendment on the receipt of shareholder approval at such time and in such manner as the Administrator may consider necessary for the Corporation to comply with or to avail the Corporation and/or the Optionees of the benefits of any securities, tax, market listing or other administrative or regulatory requirements. No such amendment, suspension or termination shall adversely affect rights under any Options previously granted without the consent of the Optionees to whom such Options were granted.

Notwithstanding the above, the Corporation may grant Options under amendments made to this Plan that it would not otherwise be permitted to grant prior to obtaining requisite shareholder approval, provided that: (i) the Corporation also obtains specific shareholder approval for such grants, separate and apart from shareholders’ approval to the amendments, (ii) no Options granted under the amendments are exercised prior to shareholder approval, (iii) shareholder approval is obtained on or before the earlier

of the Corporation’s next annual general meeting or 12 months from the amendment of the Plan. Should such shareholder approval not be obtained, the amendments will terminate and any Options granted thereunder will terminate.

11.3 Shareholder Approvals. Any shareholder approval required to amend this Plan must take place at a meeting of the shareholders. Evidence that the majority of the shareholders are in favour of a proposal to approve any amendment thereto is not sufficient.

11.4 No Grant During Suspension of Plan. No Option may be granted during any suspension, or after termination, of this Plan. Amendment, suspension, or termination of this Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. PART 12 CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws. Shares shall not be issued pursuant to the exercise of any Option unless the exercise of such Option and the issuance and delivery of such Shares comply with all Applicable Laws, and such issuance may be further subject to the approval of counsel for the Corporation with respect to such compliance, including the availability of an exemption from prospectus and registration requirements for the issuance and sale of such Shares. The inability of the Corporation to obtain from any regulatory body the authority deemed by the Corporation to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from prospectus and registration requirements for the issuance and sale of any Shares under this Plan, shall relieve the Corporation of any liability with respect to the non-issuance or sale of such Shares.

12.2 Representations by Optionee. As a condition precedent to the exercise of any Option, the Corporation may require the Optionee to represent and warrant, at the time of exercise, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Corporation, such representations and warranties are required by any Applicable Laws. If necessary under Applicable Laws, the Administrator may cause a stop-transfer order against such Shares to be placed on the stock books and records of the Corporation, and a legend indicating that the Shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any Applicable Laws, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Administrator also may require such other documentation as may from time to time be necessary to comply with applicable securities laws.

12.3 No U.S. Registration. The Corporation has no obligation to undertake registration of Options or the Shares issuable upon the exercise of Options in the United States or any other jurisdiction outside of Canada.

12.4 Tax Withholding. The Optionee shall hold harmless the Corporation and be solely responsible, upon exercise of an Option or, if later, the date that the amount of such obligations becomes determinable, for all applicable federal, provincial, local and foreign withholding taxes, determined as a result of and upon exercise of an Option or from a transfer or other disposition of Shares acquired upon exercise of an Option or otherwise related to an Option or Shares acquired in connection with an Option. The payment of any tax or withholding tax, whether by the Optionee or the Corporation, will not affect any other provision of this Plan so as to change any price, quantity or any other term of the Options being exercised.

PART 13 NOTICES

13.1 Notices. All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and may be served in any one of the following ways: (i) personally on the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such service; (ii) facsimile transmission or by electronic mail, in which case notice shall be deemed to have been duly given on the date the fax or email is sent; or (iii) mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the fifth postal delivery day following the date of such mailing.

PART 14 MISCELLANEOUS PROVISIONS

14.1 No Obligation to Exercise. Optionees shall be under no obligation to exercise Options granted under this Plan.

14.2 No Obligation to Retain Optionee. Nothing contained in this Plan shall obligate the Corporation to retain an Optionee as a Director, Officer, Employee or Consultant for any period, nor shall this Plan interfere in any way with the right of the Corporation to change the terms or conditions of the Optionee’s employment or engagement with the Corporation, including the Optionee’s compensation.

14.3 Binding Agreement. The provisions of this Plan and each Option Agreement with an Optionee shall be binding upon such Optionee and the Successor or Guardian of such Optionee.

14.4 Governing Law. The laws of the Province of British Columbia shall apply to this Plan and all rights and obligations hereunder shall be determined in accordance with such laws.

14.5 Use of Terms. Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

Schedule “A” STOCK OPTION PLAN

OPTION AGREEMENT

This Option Agreement certifies that, effective __ 20_ (the “ Grant Date ”), FIREWEED METALS CORP. (the “ Company ”) has granted to _______ (the “ Optionee ”), an option (the “ Option ”) to acquire ____ common shares in the capital of the Company (“ Shares ”) at an exercise price of C$_____ per Share (the “ Option Price ”) pursuant to the provisions of the Company’s Stock Option Plan (the “ Plan ”). Subject to the provisions of the Plan, this Option expires at 5:00 p.m. (Vancouver time) on ___ (the “ Expiry Time ”).

The Option will vest and may be exercised as follows:

_ options will vest on _, 202 _ options will vest on _, 202 _ options will vest on _, 202 _ options will vest on _, 202

This Option Agreement and the Option are subject to the detailed terms and conditions contained in the Plan. In the case of any dispute or inconsistency with regard to any matter related to this Option Agreement, the provisions of the Plan and the records of the Company shall prevail. By receiving and accepting the Options, the Optionee confirms they have read and understand the Plan, and agree to the terms and conditions of the Plan and this Option Agreement.

To exercise your Option, complete the attached Exercise Notice prior to the Expiry Time specifying the number of vested Shares you wish to acquire, together with cash, certified cheque or bank draft payable to the Company for the aggregate Option Price.

The following legend or such other legend as may be required by the TSX Venture Exchange (the “Exchange” ), will be affixed to any Share certificate, direct registration share certificate (“DRS”) or other ownership statement issued upon exercise of the Option within four months following the Grant Date:

“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 __________, 202.”_

The Company and the Optionee represent and confirm that the Optionee is an Eligible Person (as defined in the Plan), entitled to receive Options under the policies of the Exchange.

This Agreement and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan.

The Optionee consents to the disclosure of Personal Information (as defined in the policies of the Exchange) by the Company to the Exchange, and to the collection, use, and disclosure of Personal Information by the Exchange, for the purposes identified by the Exchange.

______ Signature of Optionee

____ Authorized Signatory

STOCK OPTION PLAN SCHEDULE ‘B’

EXERCISE NOTICE

FIREWEED METALS CORP. STOCK OPTION PLAN (the “Plan”)

TO: Corporate Secretary ” Fireweed Metals Corp. (the “ Company )

I, ________ , as optionee under an option agreement (the " Option Agreement ") dated as of _______ , between myself and the Company, as optionor, hereby elect to exercise the option (the " Option ") granted to me pursuant to the Option Agreement with respect to (a)___ Common Shares (the " Exercise Shares ") of the Company at the price of (b) $ ____ per Common Share. The market price per share on exercise date: (c) $__

In connection with this exercise of the Option and the purchase of the Exercise Shares, I hereby represent that I have read the Plan and agree to be bound by the provisions of the Plan. I understand there is a withholding requirement (the “ Employee Benefit Withholding Tax ”) on the Exercise Shares in respect of a deemed employment benefit if my Option is considered an employee stock option under the Income Tax Act (Canada), the amount of which will be determined and calculated by the Company, and I understand that the payment of any additional taxes or other source deductions owing with respect to the Exercise Shares is my responsibility.

Circle one:

A. Enclosed is cash, a bank draft, or certified cheque in the amount of $__ for the full purchase price for the Exercise Shares, and if applicable, $__ for the required Employee Benefit Withholding Tax, and direct the Company to issue the certificate (DRS) evidencing said Shares in the name of the undersigned to be registered as follows:

If applicable , calculation of tax remittance to the CRA (by Fireweed Payroll):

(d) stock option benefit: $ (e) tax remittance: $ (f) CPP deduction: $ TOTAL TAX REMITTANCE PAYABLE TO THE COMPANY BY THE OPTION HOLDER: $

B. I wish to use the Cashless Exercise and therefore authorize the Company to arrange the sale of the Exercise Shares, then forward to me the net proceeds, which I understand will be the difference between the option exercise price and proceeds of sale, less any or all of the following as applicable: sales commissions, bank transfer fees, Employee Benefit Withholding Tax or other withholdings required by law.

If applicable , calculation of tax remittance to the CRA (by Fireweed Payroll) and amount payable to Optionee:

(d) stock option benefit: $ (c) – (b) x (a) (e) tax remittance: $ (f) CPP deduction: $ 1. TOTAL TAX REMITTANCE: $ 3. TOTAL PAYABLE TO THE COMPANY BY THE OPTION HOLDER(1) + (2): $ 4. TOTAL PAYABLE TO OPTIONEE(d)–(2): $

C. I request, pursuant to the Plan, the Company accept the transfer, disposition and surrender of the right to exercise __ Options in exchange for, subject to the terms of the Plan and the Options, the number of Shares representing the fair market value of the Options disposed of and transferred to the Company pursuant to the net settlement provisions set out in Section 7.4 of the Plan (the “ Net Settlement Provisions ”).

The undersigned, subject to the terms of the Plan and the Options, is requesting to receive the fair market value of the Options in Shares pursuant to the Net Settlement Provisions.

The undersigned tenders herewith cash, cheque, or bank draft in an amount equal to the tax remittance of the aforesaid Shares, and directs the Company to issue the certificate (DRS) evidencing said Shares in the name of the undersigned to be registered as follows:

**If applicable, calculation of tax remittance to the CRA(by Fireweed Payroll): **	**If applicable, calculation of tax remittance to the CRA(by Fireweed Payroll): **
(d) stock option benefit: $ (e) tax remittance: $ (f) CPP deduction: $ TOTAL TAX REMITTANCE PAYABLE TO THE COMPANY BY THE OPTION HOLDER: $
____ ______ DATE SIGNED	___

AI assistant

Fireweed Metals Corp. — AGM Information 2024

47416_rns_2024-05-22_f1988afe-3cc9-4827-a3d0-71b828515f77.pdf

Who We Are

Table of Contents

Notice of Annual General and Special Meeting of Shareholders

ON BEHALF OF THE BOARD

INFORMATION CIRCULAR

General Information

Voting Information

Persons Making the Solicitation

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Advice to Beneficial Shareholders

Note to Non-Objecting Beneficial Owners

Voting Securities and Principal Holders Thereof

Quorum and Votes Necessary to Pass Resolutions

Particulars of Matters to be Acted Upon

1. Financial Statements

2. Election of Directors

3. Appointment of Auditors

4. Approval of Stock Option Plan

Background

Material Terms of the Stock Option Plan

Outstanding Options

Shareholder Approval of the Stock Option Plan

5. Change of Name

Shareholder Approval of the Change of Name

6. Other Matters

Interest of Certain Persons in Matters to be Acted Upon

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Committees of the Board of Directors

Corporate Governance Practices

Board of Directors

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Board of Directors Expertise Matrix

Assessments

Compensation Discussion and Analysis

Compensation Philosophy and Objective

Compensation Consultant

Comparator Group

Oversight and Description of Director and NEO Compensation

Base Salary - Fees

Short-term Incentive

Long-term Incentive

Performance Shares

Pension Disclosure

Director and NEO Compensation

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Securities Authorized for Issuance Under Equity Compensation Plans

Stock Option Plan and Other Incentive Plans

Employment, Consulting, and Management Agreements

Brandon Macdonald (CEO)

Cindy Chiang (CFO)

Pamela O’Hara (VP Sustainability)

Indebtedness of Directors and Executive Officers

Interest of Informed Persons in Material Transactions

Private Placements

Audit Committee

Audit Committee Overview

Audit Committee Mandate

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Management Contracts

Additional Information

Board Approval

“Peter Hemstead”

BOARD CHARTER

1. PURPOSE

2. COMPOSITION

3. MEETINGS

4. KEY DUTIES AND RESPONSIBILITIES

4.1 Legal Requirements

Fireweed Metals Corp. AGM Information 2024