First Atlantic Nickel Corp. - AGM Information 2021

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

JANUARY 14, 2021

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS ...............................................1 INTRODUCTION .........................................................................................................................................................1 COVID-19 .....................................................................................................................................................................1 Date and Currency ........................................................................................................................... 1 PROXIES AND VOTING RIGHTS .............................................................................................................................1 Management Solicitation ................................................................................................................. 1 Appointment of Proxy...................................................................................................................... 2 Revocation of Proxy ........................................................................................................................ 3 Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons .......... 3 ADVICE TO BENEFICIAL SHAREHOLDERS .........................................................................................................3 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ............................4 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...........................................................................4 PARTICULARS OF MATTERS TO BE ACTED UPON ............................................................................................5 Audited Financial Statements .......................................................................................................... 5 Number of Directors ........................................................................................................................ 5 Election of Directors ........................................................................................................................ 5 Appointment of Auditors ................................................................................................................. 8 Approval of Stock Option Plan ........................................................................................................ 9 STATEMENT OF EXECUTIVE COMPENSATION ................................................................................................ 10 General .......................................................................................................................................... 10 Director and Named Executive Officer Compensation ................................................................. 11 External Management Companies ................................................................................................. 12 Stock Options and Other Compensation Securities ....................................................................... 12 Stock Option Plan .......................................................................................................................... 12 Employment, Consulting and Management Agreements............................................................... 13 Oversight and Description of Director and NEO Compensation ................................................... 13 Pension Disclosure ......................................................................................................................... 13 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................... 13 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...................................................................... 14 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................ 14 MANAGEMENT CONTRACTS ................................................................................................................................ 14 REPORT ON CORPORATE GOVERNANCE .......................................................................................................... 14 AUDIT COMMITTEE ................................................................................................................................................ 14 Composition of Audit Committee .................................................................................................. 14 Relevant Education and Experience .............................................................................................. 14

-i-

TABLE OF CONTENTS

Audit Committee Oversight ........................................................................................................... 15 Reliance on Certain Exemptions .................................................................................................... 15 Reliance on the Exemption in Subsection 3.3(2) or Section 3.6 .................................................... 15 Reliance on Section 3.8.................................................................................................................. 15 Reliance on Section 6.1.................................................................................................................. 15 Pre-Approval Policies and Procedures ........................................................................................... 15 External Auditor Service Fees ....................................................................................................... 15 ADDITIONAL INFORMATION................................................................................................................................ 16 APPROVAL OF BOARD OF DIRECTORS .............................................................................................................. 16 SCHEDULE "A" “” STOCK OPTION PLAN ..............................................................................................................1 SCHEDULE "B" STATEMENT OF GOVERNANCE PRACTICES ..........................................................................1 SCHEDULE "C" AUDIT COMMITTEE CHARTER ..................................................................................................1

-ii-

ARCPACIFIC RESOURCES CORP. 810 - 789 West Pender Street

Vancouver, BC V6C 1H2

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, FEBRUARY 18, 2021

NOTICE IS HEREBY GIVEN that an annual general & special meeting (the “ Meeting ”) of the holders of common shares (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of ArcPacific Resources Corp. (the “ Company ”) will be held at the Company’s management office at Suite 810, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 on Thursday, February 18, 2021 at the hour of 10:00 a.m. Pacific Standard Time, for the following purposes:

to receive the audited financial statements of the Company for the financial years ended on January 31, 2020, together with the report of the auditor thereon;
to set the number of directors at five (5);
to elect the directors of the Company to hold office until the next annual meeting of Shareholders;
to appoint Manning Elliott LLP, Chartered Accountant, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix its remuneration;
to consider and, if thought appropriate, pass, with or without variation, a resolution approving the Company’s rolling stock option plan, as more fully described in the accompanying management information circular dated January 14, 2021 (the “ Circular ”); and
to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice of Annual General & Special Meeting of Shareholders is the Circular and a form of Proxy or Voting Instruction Form and a Financial Statement Request Form.

A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc. (the “Transfer Agent”) (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), by facsimile to 1-866-249-7775 or 1-416-263-9524 (if outside North America), or by internet using the 15 digit control number located at the bottom of the form of proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Proxies or voting instructions must be received in each case no later than 10:00 a.m. (Pacific Standard Time) on Tuesday, February 16, 2021 or deliver it to the chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting.

Shareholders who are unable to be present personally at the Meeting are urged to sign, date and return the enclosed form of proxy in the envelope provided for that purpose. If you plan to be present personally at the Meeting, you are requested to bring the enclosed form of proxy for identification. The record date for the determination of those Shareholders entitled to receive the Notice of Annual General Meeting of Shareholders and to vote at the Meeting, is the close of business on January 14, 2021.

In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html). The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-800-319-7310, Participation Code: 39668, followed by the # sign.

Dated at Vancouver, British Columbia, this 14[th] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Adrian Smith” Adrian Smith Director & Chief Executive Officer

ARCPACIFIC RESOURCES CORP.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

This management information circular (the “ Circular ”) accompanies the notice (the “ Notice ”) of the annual general & special meeting (the “ Meeting ”) of the shareholders of ArcPacific Resources Corp. (the “ Company ” or “ ArcPacific ”), and is furnished to shareholders holding common shares in the capital of the Company, in connection with the solicitation by the management of the Company of proxies to be voted at the Meeting to be held at 10:00 a.m. (Pacific Standard Time) on Thursday, February 18, 2021 at the Company’s management’s office at Suite 810, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2, or at any adjournment or postponement thereof.

COVID-19

In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html).The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1-800-319-7310, Participation Code: 39668, followed by the # sign.

Date and Currency

The date of this Circular is January 14, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principals’ authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

The Company has arranged for intermediaries to forward the Meeting materials to beneficial owners of common shares in the Company held of record by those intermediaries. The Company has distributed or made available for distribution, copies of the Notice, the Circular and form of proxy to clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the “ Intermediaries ”) for distribution to holders (the “ Beneficial Shareholders ”) of the Company, common shares held of record by those Intermediaries. Such Intermediaries are required to forward such documents to the Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. 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 the Intermediaries. The Company will pay the permitted fees and costs of the Intermediaries for reasonable fees and disbursements incurred in connection with the distribution of these materials.

The Company does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary . An objecting beneficial owner will not receive such materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

Appointment of Proxy

Registered shareholders are entitled to vote at the Meeting. On a show of hands, every shareholder is entitled to one vote for each common share that such shareholder holds on the record date of January 14, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to properly come before the Meeting.

The persons named as proxyholders (the “ Designated Persons ”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE OF HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc. (the “ Transfer Agent ”) (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), by facsimile to 1-866-249-7775 or 1-416-263-9524 (if outside North America), or by internet using the 15 digit control number located at the bottom of the form of proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Proxies or voting instructions must be received in each case no later than 10:00 a.m. (Pacific Standard Time) on Tuesday, February 16, 2021 or deliver 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 may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder’s attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notary-certified copy thereof, must accompany the form of proxy.

Revocation of Proxy

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by that shareholder’s attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the common shares represented will be voted or withheld from the vote on that matter accordingly. The common shares represented by a 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 upon, the common shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE COMPANY’S BOARD OF DIRECTORS FOR DIRECTORS AND AUDITOR.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the common shares on any matter, the common shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those shareholders who do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Circular as “Beneficial 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 can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial

Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to names of Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of common shares to be voted at the Meeting. Beneficial Shareholders are requested to complete and return the voting instructions to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the common shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote common shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have its common shares voted at the Meeting.

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

Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend the Meeting and vote his or her common shares.

All references to shareholders in this Circular are to registered shareholders, unless specifically stated otherwise.

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

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the adoption of the Company’s stock option plan, approval of which will be sought at the Meeting. Directors and executive officers of the Company may participate in the Company’s stock option plan, and accordingly have an interest in its approval. See “Particulars of Matters to be Acted Upon”.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company has fixed the close of business on January 14, 2021 as the record date (the “ Record Date ”) for the purposes of determining Shareholders entitled to receive the Notice and vote at the Meeting. The Company is authorized to issue an unlimited number of Common Shares, of which 51,221,156 Common Shares were issued and outstanding as at the Record Date. Each Common Share entitles the holder thereof to one vote per share at the Meeting.

In accordance with the provisions of the Business Corporations Act (British Columbia), the Company will prepare a list of the holders of Common Shares on the Record Date. Each holder of Common Shares named on the list will be entitled to vote the Common Shares shown opposite his, her or its name on the list at the Meeting.

To the knowledge of the directors and executive officers of the Company, there are no persons or companies who or which beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of the Company’s shares.

Shareholder Name[(1)] Number of Shares Held Percentage of Issued Shares CDS & CO[(2)] 16,214,849 31.66%

Notes:

(1) The above information was supplied by the Transfer Agent.

(2) CDS & CO is a share depository, the beneficial ownership of which is unknown to the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Audited Financial Statements

The audited financial statements of the Company for the fiscal year ended January 31, 2020, and the report of the auditor thereon will be placed before the Meeting. Receipt at the Meeting of the audited financial statements of the Company for the fiscal year ended January 31, 2020 will not constitute approval or disapproval of any matters referred to therein. No vote will be taken on the audited financial statements. These audited financial statements are available at www.sedar.com.

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer , both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Request form attached to this Circular and send it to the Company.

Number of Directors

The Company’s Articles provide for a Board of no fewer than three directors and no greater than a number as fixed or changed from time to time by ordinary resolution passed by the Shareholders.

AT THE MEETING, SHAREHOLDERS WILL BE ASKED TO PASS AN ORDINARY RESOLUTION TO SET THE NUMBER OF DIRECTORS OF THE COMPANY FOR THE ENSUING YEAR AT FIVE (5). THE NUMBER OF DIRECTORS WILL BE APPROVED IF THE AFFIRMATIVE VOTE OF THE MAJORITY OF COMMON SHARES PRESENT OR REPRESENTED BY PROXY AT THE MEETING AND ENTITLED TO VOTE ARE VOTED IN FAVOUR TO SET THE NUMBER OF DIRECTORS AT FIVE (5).

Management recommends the approval of the resolution to set the number of directors of the Company at five (5).

Election of Directors

At present, the directors of the Company are elected at each annual meeting and hold office until the next annual meeting or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal.

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF THE DESIGNATED PERSONS WILL BE VOTED IN FAVOUR OF EACH OF THE PROPOSED NOMINEES UNLESS A SHAREHOLDER HAS SPECIFIED IN HIS, HER OR ITS PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF ANY PARTICULAR NOMINEE

OR NOMINEES. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS. HOWEVER, IF FOR ANY REASON, ANY OF THE PROPOSED NOMINEES DO NOT STAND FOR ELECTION OR ARE UNABLE TO SERVE AS SUCH, PROXIES IN FAVOUR OF THE DESIGNATED PERSONS WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS, HER OR ITS PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF ANY PARTICULAR NOMINEE OR NOMINEES.

The following tables set out certain information as of the date of this Circular (unless otherwise indicated) with respect to the persons being nominated at the Meeting for election as directors. Information regarding Common Shares owned by each director of the Company is presented to the best knowledge of management of the Company and has been furnished to management of the Company by such directors.

Adrian Smith	Principal Occupation and Biographical Information
Port Coquitlam, BC, Canada Director since July 9, 2020 CEO since August 18, 2020 NOT INDEPENDENT	Business Advisor
Number of Common Shares Beneficially Owned, Controlled or Directed	741,000 Shares 308,000 Warrants 825,000 Options
Other Public Board Memberships	M3 Metals Corp (TSX-V: MT) Go Metals Corp (CSE: GOCO) Flow Metals Corp (CSE: FWM)

Collin Kim	Principal Occupation and Biographical Information
Vancouver, BC, Canada Director since June 29, 2015 INDEPENDENT	Vice President of Columbia Capital Inc., a capital markets consulting firm providing consulting services to both Canadian and Korean public and private natural resource companies.
Number of Common Shares Beneficially Owned, Controlled or Directed	557,000 Shares 425,000 Options
Other Public Board Memberships	Biocure TechnologyInc.(CSE: CURE)

Ken Chung	Principal Occupation and Biographical Information
Vancouver, BC, Canada Director since September 19, 2017 Audit Committee Member INDEPENDENT	Business Advisor
Number of Common Shares Beneficially Owned, Controlled or Directed	100,000 Options
Other Public Board Memberships	n/a

Kosta Tsoutsis	Principal Occupation and Biographical Information
Vancouver, BC, Canada Director since August 18, 2020 Audit Committee Member INDEPENDENT	CEO of M3 Metals Corp.; director for several public companies.
Number of Common Shares Beneficially Owned, Controlled or Directed	400,000 Shares 425,000 Options
Other Public Board Memberships	M3 Metals Corp. (TSX-V: MT) K9 Gold Corp. (TSX-V: KNC) Castlebar Capital Corp. (TSX-V: CBAR) Cross River Ventures Corp.(CSE: CRVC)

Michael Collins	Principal Occupation and Biographical Information
Vancouver, BC, Canada Nominee INDEPENDENT	Director and Consultant to several private and public companies.
Number of Common Shares Beneficially Owned, Controlled or Directed	125,000 Options
Other Public Board Memberships	Exploits Discovery Corp (CSE: NFLD) Crest Resources Inc. (CSE: CRES) Volatus Capital Corp. (CSE: VC) Origen Resources Inc. (CSE: ORGN)

Details of Directors Not Previously Elected by a Shareholder Vote

Adrian Smith

Mr. Smith has extensive experience, having worked as both a geological consultant and management consultant to a number of publicly listed companies over the course of his career. Mr. Smith has also developed a significant amount of experience with management and leadership. With his experience and leadership, he has assisted a number of companies to achieve financial success.

Kosta Tsoutsis

Mr. Tsoutsis brings over 20 years of finance and capital market experience. Mr. Tsoutsis formerly worked as an investment advisor at Mackie Research, Jordan Capital Markets and Canaccord Capital Corp. Mr. Tsoutsis has significant experience specializing in developing, restructuring and financing venture capital companies. Mr. Tsoutsis has directly raised over CDN$30 million in development and venture capital for public and private companies worldwide.

Michael Collins

Mr. Collins has an exceptional skill set in project development and analysis which is supported by a wide industry network. Through his work as a geologist and running a mining engineering office in Vancouver he has developed an understanding of numerous mineral camps and deposit types around the world. His experience steps beyond mineral deposits with a breath of experience in the feasibility process and the pitfalls of project construction and optimization. With over 14 years as an officer and director of public companies, Michael understands the intricacies of building corporate structure, marketing and value accretion. Michael graduated with a BSc. Honours from Dalhousie University in 1996 and is an accredited P.Geo. with EGBC.

Cease Trade Orders

No proposed director of the Company is, or within the ten (10) years before the date of this Circular has been, a director, chief executive officer or chief financial officer of any 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.

Bankruptcies

No proposed director of the Company is, or within ten (10) years before the date of this Circular, has been a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 made a proposal under any legislation relating to bankruptcies or insolvency.

Personal Bankruptcies

No proposed director of the Company has, within ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Securities Related Penalties and Sanctions

No proposed director has been subject to, or entered into a settlement agreement resulting from:

(a) a court order 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 securityholder in deciding whether to vote for a proposed director.

Appointment of Auditors

At the Meeting, Manning Elliott LLP, Chartered Accountant, located at 1700 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3 will be recommended by management and the board of directors for re-appointment as auditor of the Company at a remuneration to be fixed by the directors. See “Audit Committee - External Auditor Service Fees” herein.

At the Meeting, Shareholders will be asked to pass an ordinary resolution re-appointing Manning Elliott LLP, Chartered Accountant, as auditor of the Company to hold office until the next annual meeting of the shareholders or until such firm is removed from office or resigns as provided by law and to authorize the Board of Directors of the Company to fix the remuneration to be paid to the auditor. Manning Elliott LLP, Chartered Accountant has served as the auditor of the Company since May 2012.

MANAGEMENT RECOMMENDS SHAREHOLDERS TO VOTE FOR THE APPROVAL OF THE APPOINTMENT OF MANNING ELLIOTT LLP, CHARTERED ACCOUNTANT, AS AUDITOR FOR THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF THE SHAREHOLDERS, AT A REMUNERATION TO BE FIXED BY THE COMPANY’S BOARD OF DIRECTORS.

Approval of Stock Option Plan

Summary of Stock Option Plan

The policies of the TSX Venture Exchange (the “ Exchange ”) provide that the Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, management company employees and consultants of the Company and its affiliates, non-transferable options to purchase common shares of the Company (“ Common Shares ”) for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares at the date of the grant.

The purpose of the Stock Option Plan, pursuant to which the Company may grant incentive stock options, is to promote the profitability and growth of the Company by facilitating the efforts of the Company to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Common Shares. Pursuant to the Stock Option Plan, the maximum number of Common Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant. Incentive stock options may be exercised until the earlier of: (a) the expiry time of such option; and (b) 90 days (or such other period as may be determined by the Board, provided such period is not more than one year) following the date the optionee ceases to be a director, officer or employee of the Company or its Affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Notwithstanding the foregoing, in the event of termination for cause, all options held by such terminated optionee will be cancelled immediately. Options may be granted with a maximum expiry term of 10 years. The Stock Option Plan also provides that, in the event that the term of any option expires within or immediately following a “blackout period” imposed by the Company, the option shall expire on the date that is ten business days following the end of such blackout period. Finally, the Stock Option Plan contains a detailed amending provision that sets out the circumstances where Exchange and Shareholder approval will be required and those circumstances where Exchange and Shareholder approval will not be required.

As at the date of this Circular, a total of 2,550,000 stock options were issued under the Stock Option Plan, representing approximately 4.98% of the issued and outstanding Common Shares. As at the date of this Circular, a total of 2,562,116 stock options were available for grant under the Stock Option Plan, representing approximately 5.02% of the issued and outstanding Common Shares.

Approval of Stock Option Plan

As the Stock Option Plan provides for a rolling maximum number of Common Shares which may be issuable upon the exercise of options granted under the Stock Option Plan, Exchange Policy 4.4 requires that the Stock Option Plan receive shareholder approval each year at the annual shareholders’ meeting. Accordingly, Shareholders will be asked to consider and, if thought appropriate, pass a resolution approving the Stock Option Plan. A copy of the Stock Option Plan is attached as Schedule “A” to this Circular.

The Board has unanimously approved the Stock Option Plan and recommends that Shareholders vote FOR the resolution regarding the Stock Option Plan. An affirmative vote of a majority of the votes cast at the Meeting is sufficient to pass the resolution approving the resolution regarding the Stock Option Plan.

10 -

The complete text of the resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“WHEREAS the policies of the TSX Venture Exchange require annual shareholder approval for the continuation of the rolling stock option plan of the Company (the “ Stock Option Plan ”);

RESOLVED THAT:

the Stock Option Plan, in the form attached as Schedule “A” to the management information circular of the Company dated January 14, 2021, is hereby authorized and approved.
any one officer or director of the Company be and is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF THE DESIGNATED PERSONS WILL BE VOTED IN FAVOUR OF THE RESOLUTION TO APPROVE THE STOCK OPTION PLAN IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM. AN AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS AT THE MEETING IS SUFFICIENT FOR THE APPROVAL OF THE STOCK OPTION PLAN.

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, for the Company’s financial year ended January 31, 2020 .

General

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“ named executive officer ” or “ NEO ” means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the financial year ended January 31, 2020, served as Chief Executive Officer (“ CEO ”), including an individual performing functions similar to a CEO of the Company;
(b) each individual who, in respect of the Company, during any part of the financial year ended January 31, 2020, served as Chief Financial Officer (“ CFO ”), including an individual performing functions similar to a CFO of the Company;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the financial year ended January 31, 2020 whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) for that financial year;
11 -
(d) each individual who would be an 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, as at January 31, 2020.

“ plan ” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Based on the foregoing definition, during the last completed fiscal year of the Company ended January 31, 2020, the Company had two (2) NEOs, namely, Nizar Bharmal , former CFO, and Ruben Verzosa , former CEO.

Director and Named Executive Officer Compensation

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:

otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:	otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recent completed financial years:

	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Nizar Bharmal Former CFO and Director (1)	2020 2019	Nil Nil	Nil Nil	Nil Nil	n/a n/a	n/a n/a	Nil Nil
Ruben Verzosa Former CEO and Director (2)	2020 2019	12,000 12,000	Nil Nil	Nil Nil	n/a n/a	n/a n/a	12,000 12,000
Collin Kim Director(3)	2020 2019	Nil Nil	Nil Nil	Nil Nil	n/a n/a	n/a n/a	Nil Nil
Ken Chung Director(4)	2020 2019	Nil Nil	Nil Nil	Nil Nil	n/a n/a	n/a n/a	Nil Nil
Mike Heir Director(5)	2020 2019	Nil -	Nil -	Nil -	n/a -	n/a -	Nil -

Notes:

(1) Nizar Bharmal was elected as CFO and a director of the Company on September 6, 2016 and resigned from these positions on August 18, 2020.

(2) Ruben Verzosa was appointed as CEO and a director of the Company on March 29, 2016 and resigned from these positions on April 23, 2020.

(3) Collin Kim was appointed as a director of the Company on June 29, 2015.

(4) Ken Chung was appointed as a director of the Company on September 19, 2017.

(5) Mike Heir was appointed as a director of the Company on November 17, 2019. Mr. Heir will not be standing for reelection and will cease to be a director of the Company on February 18, 2021.

12 -

External Management Companies

Pursuant to an agreement dated for reference September 1, 2020, the Company entered into a management agreement (the “ Management Contract ”) with Partum Advisory Services (“ Partum ”) of Suite 810 – 789 West Pender Street, Vancouver, British Columbia, V6C 1H2, and provides management, accounting and administrative services to the Company in accordance with the terms of the Management Contract for a monthly fee of $5,000 plus applicable taxes and reimbursement of all out-of-pocket expenses incurred on behalf of the Company. Partum is also entitled to charge a 15% administration fee on all disbursements actually paid, and to charge interest of 2% on all disbursements not reimbursed within thirty (30) days. The Management Contract is for an initial term of twelve (12) months, to be automatically renewed for further twelve (12) month periods unless ninety (90) days’ notice of non-renewal has been given. The Management Contract can be terminated by either party on ninety (90) days’ written notice. It can also be terminated by the Company for cause without prior notice or upon the mutual consent in writing of both parties.

In the event that there is a take-over or change of control of the Company resulting in the actual or constructive termination of the services under the Management Agreement, the Company shall pay damages equal to twenty-four (24) months of fees paid to Partum for six months immediately preceding the date of termination. The damages shall be paid as a lump sum payment on the day after termination.

Partum was not indebted to the Company during the Company’s last completed financial year, and the Management Contract remains in effect as at the date of the Circular.

For details of existing consulting agreements, see “Employment, Consulting and Management Agreements” below.

Stock Options and Other Compensation Securities

During the year ended January 31, 2020, there were no stock options or other compensation securities granted or issued to any Named Executive Officer or director of the Company.

Stock Option Plan

The policies of the Exchange provide that the Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, management company employees and consultants of the Company and its affiliates, non-transferable options to purchase Common Shares for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares at the date of the grant.

For further details of the Company’s Stock Option, see “Approval of Stock Option Plan” above.

As at January 31, 2020, the Company had 20,266,157 Common Shares issued and outstanding so that a maximum of 2,026,615 Common Shares would be available for issuance pursuant to the stock options granted under the Stock Option Plan. As at January 31, 2020, there were 500,000 stock options outstanding leaving 1,52,615 Common Shares available for grant of further options under the Stock Option Plan.

As at November 7, 2020, all of the 500,000 outstanding stock options expired.

As at the date of this Circular, the Company had 51,221,156 Common Shares issued and outstanding so that a maximum of 5,122,115 Common Shares would be available for issuance pursuant to the stock options granted under the Option Plan. As at the date of this Circular, a total of 2,550,000 stock options were issued under the Stock Option Plan, representing approximately 4.98% of the issued and outstanding Common Shares. As at the date of this Circular, a total of 2,572,115 stock options were available for grant under the Stock Option Plan, representing approximately 5.02% of the issued and outstanding Common Shares.

13 -

Employment, Consulting and Management Agreements

The Company entered into a consulting agreement dated October 1, 2020 (the “Henning Agreement”) with James Henning, CFO of the Company, pursuant to which it has secured the services of Mr. Henning to provide the services of CFO of the Company. The Henning Agreement commenced on October 1, 2020 and continues indefinitely unless and until terminated by either party in accordance with the provisions of the Henning Agreement. The Company pays to Mr. Henning an annual base consulting fee of $6,000 (the “Base Fee”), payable monthly in equal installments of $500. In addition to the Base Fee, the Company agrees to pay all reasonable expenses of Mr. Henning and Mr. Henning is entitled to participate in the Stock Option Plan.

For details of existing management contracts, see “External Management Companies” above.

Oversight and Description of Director and NEO Compensation

Director Compensation

The Company currently does not pay directors who are not employees or officers of the Company for attending directors’ meetings or for serving on committees. The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services as directors, for committee participation, or for involvement in special assignments during the most recently completed financial year.

Named Executive Officer Compensation

The Board as a whole determines executive compensation from time to time. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company’s success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards when compensating its executive officers.

Pension Disclosure

The Company does not have any form of pension plan that provides for payments or benefits to the NEO at, following, or in connection with retirement. The Company does not have any form of deferred compensation plan.

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 January 31, 2020. The Company does not have any equity compensation plans that have not been approved by Shareholders:

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	500,000	$0.075	500,000
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	500,000	$0.075	500,000

14 -

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed below, no person who is, or at any time during the two (2) most recently completed financial years was, a director or executive officer of the Company, a proposed nominee for election as a director of the Company, or an associate of any of the foregoing individuals, has been indebted to the Company at any time since the commencement of the Company’s last completed financial year.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, common shares or who exercises control or direction of common shares, or a combination of both carrying more than ten percent of the voting rights attached to the common shares outstanding (an “Insider”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of common shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of common shares.

MANAGEMENT CONTRACTS

Except as described below and as disclosed under “Statement of Executive Compensation – External Management Companies” and under “Employment, Consulting and Management Agreements”, the Company has no management agreements or arrangements under which the management functions of the Company are performed other than by the Company’s directors and executive officers.

REPORT ON CORPORATE GOVERNANCE

Maintaining a high standard of corporate governance is a priority for the Board and the Company’s management as both believe that effective corporate governance will help create and maintain shareholder value in the long term. A description of the Company’s corporate governance practices, which addresses the matters set out in National Instrument 58-101 – Disclosure of Governance Practices (“ NI 58-101 ”), is set out at Schedule “B” to this Circular.

AUDIT COMMITTEE

The Audit Committee’s primary purpose is to assist the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control over financial reporting and accounting compliance, the audit process and processes for identifying, evaluating and monitoring the management of the Company’s principal risks impacting financial reporting. The committee also assists the Board with the oversight of financial strategies and overall risk management.

Composition of Audit Committee

The current members of the Audit Committee are Ken Chung, Kosta Tsoutsis and Peter Robertson. All of the members of the Audit Committee are required to be “financially literate” as that term is defined in National Instrument 52-110 Audit Committees (“ NI 52-110 ”).

Each member of the Audit Committee is “independent” as such term is defined in NI 52-110. A copy of the charter of the Audit Committee is attached as Schedule “C” to this Circular.

Relevant Education and Experience

All the members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally

15 -

comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

Mr. Tsoutsis formerly worked as an investment advisor for over 20 years. He has finance and capital market experience and has significant experience in restructuring and financing emerging companies.

Mr. Chung has extensive experience with financial statement preparation and reviews due to his past tenure as Owner/Broker of a licensed real estate firm. Since the dissolution of his brokerage business in 2006, Mr. Chung has engaged in consultation to numerous businesses through his affiliation with a CGA (CPA) firm. His ongoing practice involves reviewing financial documents for corporations for their audit, review and compilation purposes.

Mr. Robertson is financially literate and has numerous years of experience sitting on boards of public companies.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Company’s external auditors not been 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 exemptions in relation to “ De Minimis Non-audit Services ” or any exemption provided by Part 8 of NI 52110.

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

At no time since the commencement of our most recently completed financial year, have we relied on the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exception Circumstances) of NI 52-110.

Reliance on Section 3.8

At no time since the commencement of our most recently completed financial year, have we relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Reliance on Section 6.1

Pursuant to section 6.1 of NI 52-110, as a venture issuer the Company is relying on the exemption from the audit committee composition requirements and certain reporting obligations found in Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

Pursuant to the terms of the Audit Committee Charter, the Audit Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “ Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

16 -

The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as set out in the table below.

Financial Year Ended January 31	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
2020	15,000	Nil	Nil	Nil
2019	12,500	Nil	625	Nil

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s audited financial statements and Management’s Discussion and Analysis ( “MD&A” ) for the financial year ended January 31, 2020. In addition, copies of the Company’s annual financial statements and MD&A and this Circular may be obtained upon request to the Company at 810 – 789 West Pender Street, Vancouver, BC, V6C 1H2. The Company may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Company.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular and the sending of it to each director of the Company, to the auditor of the Company, to the Shareholders and to the appropriate regulatory agencies, have been approved by the directors of the Company.

DATED at the City of Vancouver, in the Province of British Columbia, this 14[th] day of January, 2021.

Per: “Adrian Smith” Adrian Smith Chief Executive Officer

SCHEDULE "A"“” STOCK OPTION PLAN

ARCPACIFIC RESOURCES CORP. 2019 STOCK OPTION PLAN

Section 1 - PURPOSE OF THE PLAN

1.1 The purpose of this Stock Option Plan (the “ Plan ”) is to provide directors, officers and employees (as defined below) of, and consultants (as defined below) to, ArcPacific Resources Corp. and, if applicable, its subsidiaries (collectively, the “ Corporation ”) with a proprietary interest through the granting of options to purchase common shares (the “ Shares ”) of the Corporation, subject to certain conditions as hereinafter set forth, for the following purposes:
1.1.1. to increase the interest in the Corporation's welfare of those directors, officers, employees and consultants who share primary responsibility for the management, growth and protection of the business of the Corporation;
1.1.2. to furnish an incentive to such directors, officers, employees and consultants to continue their services for the Corporation; and
1.1.3. to provide a means through which the Corporation may attract able persons to enter its employment.
1.2. For the purposes of the Plan, the words and phrases listed below shall have the following meaning:

“ consultant ” means, in relation to the Corporation, an individual (other than an employee or a director of the Corporation) or Corporation that:

a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an affiliate of the Corporation, other than services provided in relation to a “distribution” as defined under applicable securities laws;
b) provides the services under a written contract between the Corporation or the affiliate and the individual or the Corporation, as the case may be;
c) 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 of the Corporation; and
d) has a relationship with the Corporation or an affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

“ consultant Corporation ” means a consultant that is a Corporation.

“ employee ” means:

a) 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);
b) 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

A-2

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

c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) 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 Issuer, but for whom income tax deductions are not made at source.

“ Exchange ” means the Canadian Securities Exchange, the TSX Venture Exchange or such other organized market upon which the common shares of the Corporation may be admitted for trading from time to time.

“ investor relations activities ” means any activities, by or on behalf of a Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation
- i) to promote the sale of products or services of the Corporation, or
- ii) to raise public awareness of the Corporation that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;
b) activities or communications necessary to comply with the requirements of:
- i) applicable securities laws;
- ii) policies of the Exchange or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Corporation;
c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchaser of it if:
- i) the communication is only through the newspaper, magazine or publication, and
- ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
d) activities or communications that may be otherwise specified by the Exchange.

“ management Corporation employee ” means an individual employed by a person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in investor relations activities.

Section 2 - ADMINISTRATION OF THE PLAN

2.1. The Plan shall be administered by the Board of Directors of the Corporation (the “ Board ”).
2.2. The Board may, from time-to-time, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to regulatory approval. The interpretation, construction and application of the Plan and any provisions thereof made by the Board shall be final and conclusive. No

A-3

director shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.

2.3 The Plan must be approved by the shareholders at the annual shareholder meeting as well as the TSX Venture on an annual basis.

Section 3 – GRANTING OF OPTIONS

3.1. The Board of Directors of the Corporation may from time-to-time by resolution grant options to purchase Shares to directors, officers and/or employees of, and consultants to, the Corporation, provided that the total number of Shares to be issued under this Plan shall not exceed the number provided for in section 4 hereof.
3.2 Options may be granted by the Corporation only pursuant to resolutions of the Board.
3.3 Any option granted under this Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such option upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities commission, stock exchange or any governmental or regulatory authority or body, is necessary as a condition of, or in connection with, the grant or exercise of such option or the issuance or purchase of Shares hereunder, such option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board.
3.4 In the event that options are granted to employees, consultants or management Corporation employees, the Corporation shall represent that the optionee is a bona fide employee, consultant or management Corporation employee, as the case may be, of the Corporation.
3.5 Options that have been granted insiders or those performing investor services relations for the Corporation require a news release to be issued by the Corporation at the time of the grant.

Section 4 - SHARES SUBJECT TO THE PLAN

4.1. The maximum aggregate number of Shares that may be reserved for issuance under this Plan at any point in time is 10% of the issued and outstanding Shares at the time Shares are reserved for issuance as a result of the grant of an Option, less any Shares reserved for issuance under any share options granted under any other security-based compensation arrangements of the Corporation other than this Plan.
4.2 The aggregate number of Shares reserved for issuance to any one optionee, whether under this Plan or any other stock option plan, or as incentive stock options, shall not exceed, in any twelve (12) month period, five percent (5%) of the number of issued and outstanding Shares of the Corporation at the date the option is granted.
4.3 The aggregate number of Shares reserved for issuance to any one consultant, whether under this Plan or any other stock option plan, or as incentive stock options, shall not exceed, in any twelve (12) month period, two percent (2%) of the number of issued and outstanding Shares of the Corporation at the time the option is granted to said consultant under this Plan.
4.4 The aggregate number of Shares reserved for issuance to persons employed to provide investor relations activities, whether under this Plan or any other stock option plan, or as incentive stock options, shall not exceed, in any twelve (12) month period, two percent (2%) of the number of issued and outstanding Shares of the Corporation at the time of any grant of an option under this Plan to a person employed to provide investor relations activities.

A-4

4.5 Shares in respect of which options are not exercised due to the expiration, termination or lapse of such options, shall be available for options to be granted thereafter pursuant to the provisions of the Plan.

Section 5 - OPTION PRICE

5.1 The option price per Share which is the subject of any option shall be fixed by the Board at the time of granting the option. The option price for the Shares shall not be less than the Discounted Market Price of the Shares, as defined in Section 5.2. hereof.
5.2 The term "Discounted Market Price" shall mean means the Market Price less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per share of $0.05).

Closing Price	Discount
Up to $0.50	25%
$0.51 to $2.00	20%
Above $2.00	15%

5.3 In the event that the Corporation proposes to reduce the exercise price of an option held by an insider of the Corporation (as such term is defined under Exchange policies), such reduction shall be subject to the approval of the disinterested shareholders of the Corporation.

Section 6 - CONDITIONS GOVERNING OPTIONS

6.1 Each option shall be subject to the following conditions:
6.1.1 Employment

The granting of an option to an officer or employee shall not impose upon the Corporation any obligation to retain the optionee in its employ.

6.1.2 Option Term

The maximum period during which an option is exercisable shall be ten (10) years from the date the option is granted, after which the option shall lapse.

6.1.3 Non-assignability of Option Rights

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee. No option granted hereunder shall be pledged, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

6.1.4 Other Terms

The Board may at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with section 6 hereof.

6.1.5 Effect of Termination of Employment or Office or Death
6.1.5.1 Upon an optionee's employment or consulting agreement with the Corporation being terminated for cause, any option not exercised prior to the date of termination shall immediately lapse and become null and void.

A-5

6.1.5.2 If an optionee becomes, in the determination of the Board of Directors, permanently disabled while employed by the Corporation or while a director or management Corporation employee thereof or a consultant thereto, any option or unexercised part thereof granted to such optionee may be exercised by the optionee only for that number of shares which he was entitled to acquire under the option at the time of the occurrence of his permanent disability. Such option shall be exercisable within one (1) year after the occurrence of the optionee's permanent disability or prior to the expiration of the term of the option, whichever occurs earlier, subject to the condition that if the optionee was engaged in investor relations activities for the Corporation, such option shall be exercisable within thirty (30) days after the occurrence of such permanent disability or prior to the expiration of the term of the option, whichever occurs earlier.
6.1.6.3 If an optionee dies while employed by the Corporation or while a director or management Corporation employee thereof or a consultant thereto, any option or unexercised part thereof granted to such optionee may be exercised by the person to whom the option is transferred by will or the laws of succession only for that number of shares which he was entitled to acquire under the option at the time of his death. Such option shall be exercisable within one (1) year after the optionee's death or prior to the expiration of the term of the option, whichever occurs earlier.
6.1.6.4 Upon an optionee's employment, office or directorship or consulting services with the Corporation terminating or ending otherwise than by reason of death, permanent disability or termination for cause, any option or unexercised part thereof granted to such optionee may be exercised by him only for that number of shares which he was entitled to acquire under the option at such time. Such option shall be exercisable within one (1) year after such date or prior to the expiration of the term of the option, whichever occurs earlier, subject to the condition that if the optionee was engaged in investor relations activities for the Corporation, such option shall be exercisable within thirty (30) days after such date or prior to the expiration of the term of the option, whichever occurs earlier.
6.1.7 Rights as a Shareholder. The optionee (or his personal representatives or legatees) shall have no rights whatsoever as a shareholder in respect of any Shares covered by his option until the date of issuance of a share certificate to him (or his personal representatives or legatees) for such Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.
6.1.8 Method of Exercise. Subject to the provisions of this Plan, an option granted under this Plan shall be exercisable by the optionee (or his personal representatives or legatees) giving notice in writing to the Administrator of the Corporation at its head office, which notice shall specify the number of Shares in respect of which the option is being exercised and shall be accompanied by payment in full of the purchase price, by certified cheque, for the number of shares specified. Upon such exercise of the option, the Corporation shall forthwith cause the transfer agent and registrar of the Shares of the Corporation to deliver to the optionee (or his personal representatives or legatees) a certificate in the name of the optionee representing in the aggregate such number of Shares as the optionee (or his personal representatives or legatees) shall have then paid for and as are specified in such written notice of exercise of option.
6.1.9 Blackout period. Should the expiration of the term of an option fall within a period during which a policy of the Corporation respecting restrictions on employee or insider trading is in effect prohibiting the Participant from exercising the option and trading the Optioned Shares (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation, or in respect of an insider, that insider, is subject) (a "Blackout Period") or within 9 business days following the expiration of a Blackout Period, such option expiration date shall be automatically extended without any further act or formality to the date which is the 10th business

A-6

day after the end of the Blackout Period, such 10th business day to be considered the expiration of the term of such option for all purposes under the Plan. The 10 busines day period referred to in this section may not be extended by the board of directors.

6.2 Options may be evidenced by a share option agreement, instrument or certificate in such form not inconsistent with this Plan as the Board may from time to time determine, provided that the substance of section 6.1 be included therein.

Section 7 - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1. In the event of any subdivision of the Shares into a greater number of Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Corporation shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such optionee would have held as a result of such subdivision if on the record date thereof the optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.
7.2 In the event of any consolidation of the Shares into a lesser number of Shares at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Corporation shall deliver to such optionee at the time of any subsequent exercise of his option in accordance with the terms hereof in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such optionee would have held as a result of such consolidation if on the record date thereof the optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.
7.3 If at any time after the grant of an option to any optionee and prior to the expiration of the term of such option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in paragraphs 7.1 and 7.2 or, subject to the provisions of paragraph 8.2.1 hereof, the Corporation shall consolidate, merge or amalgamate with or into another Corporation (the Corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the "Successor Corporation"), the optionee shall be entitled to receive upon the subsequent exercise of his option in accordance with the terms hereof and shall accept in lieu of the number of Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the optionee would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of paragraph 8.2.1 hereof, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was immediately theretofore entitled upon such exercise.

Section 8 - AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1 Subject to obtaining the necessary regulatory approvals, the Board may amend or discontinue this Plan at any time, provided, however, that no such amendment may adversely affect any option rights previously granted to an optionee under this Plan without the consent of the optionee, except to the extent required by law.
8.2 Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in the implementation thereof:
8.2.1 in the event the Corporation proposes to amalgamate, merge or consolidate with or into any other Corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate,

A-7

dissolve or wind-up, or in the event an offer to purchase the Shares of the Corporation or any part thereof shall be made to all holders of Shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each optionee holding options under this Plan, to permit the exercise of all such options within the next 20-day period following the date of such notice and to determine that upon the expiration of such 20-day period, all rights of optionees to such options or to exercise same (to the extent not theretofore exercised) shall terminate and cease to have further force or effect whatsoever;

8.2.2 the Board may by resolution, but subject to applicable regulatory requirements and the rules of any stock exchange on which the Shares are then listed, advance the date on which any option may be exercised in a manner to be set forth in such resolution. The Board shall not, in the event of any such advancement, be under any obligation to advance the date on or by which any option may be exercised by any other optionee; and 8.2.3 the Board may by resolution, but subject to applicable regulatory requirements and the rules of any stock exchange on which the Shares are then listed, decide that any of the provisions hereof concerning the termination of an option shall not apply for any reason acceptable to the Board.

Section 9 – LIMITS WITH RESPECT TO INSIDERS

9.1 The maximum number of Common Shares which may be reserved for issuance to insiders, as insiders is defined by the Exchange’s policies and their associates (collectively, the “Insiders”) under the Plan shall be 10% of the Common Shares outstanding at the Date of Grant (on a non-diluted basis).
9.2 The maximum number of Common Shares which may be issued to Insiders under the Plan within a one year period shall be 10% of the total number of Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued under the Plan or any other share compensation arrangement over the preceding one year period.
9.3 The maximum number of Common Shares which may be issued to any one Insider under the Plan within a one-year period shall be 5% of the Common Shares outstanding at the time of the issuance (on a nondiluted basis).
9.4 Any entitlement to acquire Common Shares granted pursuant to the Plan or any other share compensation arrangement prior to the Participant becoming an Insider shall be excluded for the purposes of the limitations set out in clauses 5(d)(i), (ii) and (iii) above.

Section 10 - EFFECTIVE DATE OF PLAN

10.1 This Plan was adopted by the Board of ArcPacific Resources Corp. on September 11, 2018.

SCHEDULE "B" STATEMENT OF GOVERNANCE PRACTICES

Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101 Comments (“NI 58-101”) Board of Directors 1. Board of Directors—Disclose how the board of The Board of Directors facilitates its independent supervision over directors (the “ Board ”) of ArcPacific Resources Corp. management through regular meetings of the Board. The non(the “ Company ”) facilitates its exercise of management directors of the Board do not hold regularly independent supervision over management, including scheduled meetings at which non-independent directors are not in attendance. However, the size of the Board and the nature of the (i) the identity of directors that are independent, and Company’s operations ensure that open and candid discussion among the independent directors is possible. (ii) the identity of directors who are not independent, and the basis for that determination. Adrian Smith was named “Chief Executive Officer” on August 18, 2020 which makes him non-independent. Each of Collin Kim, Ken Chung, Kosta Tsoutsis and Michael Collins are independent. The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees. 2. Directorships—If a director is presently a Please refer to the accompanying management information circular director of any other issuer that is a reporting issuer (or dated January 14, 2021 under the heading “Particulars of Matters to the equivalent) in a jurisdiction or a foreign be Acted Upon - Election of Directors”. jurisdiction, identify both the director and the other issuer.

	Orientation and Continuing Education	Orientation and Continuing Education
3.	Describe what steps, if any, the Board takes to	The Board of Directors is responsible for providing orientation for
orient new Board members, and describe any measures		all new directors. Each new director brings a different skill set and
the Board takes to provide continuing education for		professional background, and with this information, the Board is
directors.		able to determine what orientation to the nature and operations of
		the Company’s business will be necessary and relevant to each
		new director. The Company provides continuing education for its
		directors as the need arises and encourages open discussion at all
		meetings, which format encourages learning by the directors.
	Ethical Business Conduct
4.	Describe what steps, if any, the Board takes to	The Board of Directors relies on the fiduciary duties placed on
encourage and promote a culture of ethical business		individual directors by the Company’s governing corporate
conduct.		legislation and the common law to ensure the Board operates
		independently of management and in the best interests of the
		Company. The Board of Directors has found that these, combined
		with the restrictions placed by applicable corporate legislation on
		an individual directors’ participation in decisions of the Board in
		which the director has an interest, have been sufficient.
	Nomination of Directors
5.	Disclose what steps, if any, are taken to identify	The Board of Directors considers its size each year when it
new	candidates for Board nomination, including: (i)	considers the number of directors to recommend to the
who	identifies new candidates, and (ii) the process of	shareholders for election at the annual meeting of shareholders.
identifying new candidates.		The Board takes into account the number required to carry out the
		Board’s duties effectively and to maintain a diversity of views and

B-2

Governance Disclosure Requirement Under the Corporate Governance National Instrument 58-101 (“NI 58-101”)	Comments
	experience. The Board of Directors does not have a nominating committee. The Board of Directors is responsible for recruiting new members to the Board and planning for the succession of Board members.
Compensation
6. Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including: (i) who determines compensation, and (ii) the process of determining compensation.	The Board of Directors is responsible for determining all forms of compensation, including long-term incentive in the form of stock options, to be granted to the senior officers of the Company and the directors, and for reviewing the CEO’s recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Board considers: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Company's shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations in general; and (v) permitted compensation under TSXV rules.
Other Board Committees
7. If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Board of Directors does also has a Compensation Committee.
Assessments
8. Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.	The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. Neither the Company nor the Board has adopted formal procedures to regularly assess the Board, the Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board. The Board of Directors monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practice allows the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

SCHEDULE "C" AUDIT COMMITTEE CHARTER

Article 1— Mandate and Responsibilities

The Audit Committee is appointed by the board of directors of the Company (the “ Board ”) to oversee the accounting and financial reporting process of the Company and audits of the financial statements of the Company. The Audit Committee’s primary duties and responsibilities are to:

(a) recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;
(b) recommend to the Board the compensation of the external auditor;
(c) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’ s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(d) pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor;
(e) review the Company's financial statements, MD&A and annual and interim earnings press releases before the Company publicly discloses this information;
(f) be satisfied that adequate procedures are in place for the review of all other public disclosure of financial information extracted or derived from the Company's financial statements, and to periodically assess the adequacy of those procedures;
(g) establish procedures for:
(i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
(h) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

The Board and management will ensure that the Audit Committee has adequate funding to fulfill its duties and responsibilities.

AI assistant

First Atlantic Nickel Corp. — AGM Information 2021

47092_rns_2021-01-26_4fb304c4-4f51-45f1-8b44-b8c1765ad58a.pdf

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, FEBRUARY 18, 2021

BY ORDER OF THE BOARD OF DIRECTORS

ARCPACIFIC RESOURCES CORP.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

COVID-19

Date and Currency

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

Revocation of Proxy

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

ADVICE TO BENEFICIAL SHAREHOLDERS

Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting.

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

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

Audited Financial Statements

Number of Directors

Election of Directors

Adrian Smith

Kosta Tsoutsis

Michael Collins

Cease Trade Orders

Bankruptcies

Personal Bankruptcies

Securities Related Penalties and Sanctions

Appointment of Auditors

Approval of Stock Option Plan

Summary of Stock Option Plan

Approval of Stock Option Plan

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation

Notes:

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plan

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Director Compensation

Named Executive Officer Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

REPORT ON CORPORATE GOVERNANCE

AUDIT COMMITTEE

Composition of Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Reliance on Section 3.8

Reliance on Section 6.1

Pre-Approval Policies and Procedures

External Auditor Service Fees

ADDITIONAL INFORMATION

APPROVAL OF BOARD OF DIRECTORS

SCHEDULE "A"“” STOCK OPTION PLAN

ARCPACIFIC RESOURCES CORP. 2019 STOCK OPTION PLAN

Section 1 - PURPOSE OF THE PLAN

Section 2 - ADMINISTRATION OF THE PLAN

Section 3 – GRANTING OF OPTIONS

Section 4 - SHARES SUBJECT TO THE PLAN

Section 5 - OPTION PRICE

Section 6 - CONDITIONS GOVERNING OPTIONS

6.1.2 Option Term

6.1.4 Other Terms

Section 7 - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

Section 8 - AMENDMENT OR DISCONTINUANCE OF THE PLAN

Section 9 – LIMITS WITH RESPECT TO INSIDERS

Section 10 - EFFECTIVE DATE OF PLAN

First Atlantic Nickel Corp. AGM Information 2021