Founders Metals Inc. — Proxy Solicitation & Information Statement 2021

Feb 4, 2021

AVALON WORKS CORP. Suite 100 – 237 Argyle Avenue Ottawa, Ontario K2P 1B8

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of common shares of Avalon Works Corp. (the “ Corporation ”) will be held at Suite 100, 237 Argyle Avenue, Ottawa. Ontario, K2P 1B8 , on February 25, 2021 at 10:00 am (Eastern Standard Time), for the following purposes:

1. To consider and approve a resolution for the consolidation of shares on the basis of one (1) postconsolidation shares for no more than ten (10) pre-consolidation shares, as more particularly described in the accompanying information circular dated January 26, 2021 (the " Information Circular ");

2. To consider and approve a resolution for authorization and approval of a name change, as more particularly described in the accompanying Information Circular;

3. To consider and approve a resolution to change the registered office of the Corporation to an address in the Province of British Columbia, as more particularly described in the accompanying Information Circular; and

4. To transact any other business that may properly come before the Meeting and any adjournment thereof.

A Management Information Circular and a form of Proxy accompany this Notice. The Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her place. If you are unable to attend the Meeting or any adjournment in person, please read the instructions accompanying the enclosed form of Proxy and then complete, sign, and date the Proxy and then return it within the time and to the location set out in the instructions. The Company’s management is soliciting the enclosed form of Proxy; however, as set out in the instructions, you may amend the Proxy if you wish by striking out the names listed thereon and inserting in the space provided the name of the person you want to represent you at the Meeting.

Please advise the Company of any change in your address.

DATED at Vancouver, British Columbia, this 26[th] day of January, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Michael Clemann "

President, CEO and Director

AC/7732938.2

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AVALON WORKS CORP. Suite 100 – 237 Argyle Avenue Ottawa, Ontario K2P 1B8

MANAGEMENT INFORMATION CIRCULAR as of January 26, 2021 (unless otherwise noted)

MANAGEMENT SOLICITATION OF PROXIES

This Management Information Circular (the " Management Information Circular ") is furnished to shareholders (the “Shareholders” and each a “Shareholder ”) holding common shares (the “ Shares ” and each a “ Share ”) in the capital of Avalon Works Corp. (“ we ”, “ us ” or the “ Corporation ”) in connection with the solicitation of proxies by management of the Corporation for use at the special meeting (the “ Meeting ”) of shareholders of the Corporation to be held on Thursday, February 25, 2021 at 10:00 am (Eastern Standard Time), at our office located at Suite 100, 237 Argyle Avenue, Ottawa. Ontario, K2P 1B8, or at any adjournment of the Meeting. We will conduct the solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

APPOINTMENT OF PROXY HOLDER

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of January 26, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting. The persons named as proxy holders in the enclosed form of proxy are our directors or officers. As a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

VOTING BY PROXY

The persons named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your Shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your Shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Management Information Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgement.

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You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an “X” in the appropriate space. If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxy holders nominated by management will vote the Shares represented by your proxy in accordance with their judgment.

RETURN OF PROXY

You must deliver the completed form of proxy to the office of our registrar and transfer agent, AST Trust Corporation (Canada), by fax to 416-368-2502 or by hand or mail to P.O. Box 721 Agincourt, Ontario M1S 0A1 or to the Corporation’s head office at the address listed on the cover page of this Management Information Circular, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment thereof. You may also vote by telephone and by online voting. Please see the form of proxy for instructions for telephone and online voting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

Only Shareholders whose names appear on our records or validly appointed proxyholders are permitted to vote at the Meeting. Most of our Shareholders are “non-registered” shareholders because their Shares are registered in the name of a nominee, such as a brokerage firm, bank, trust Corporation, trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. (a “ Nominee ”). If you purchased your Shares through a broker, you are likely a non-registered shareholder.

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 Corporation 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 on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to us are referred to as “ NOBOs ”. Those non-registered Holders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as “ OBOs ”.

In accordance with the securities regulatory policy, we have distributed copies of the Meeting materials, being the Notice of Meeting, this Management Information Circular, and the form of proxy, directly to the NOBOs and to the Nominees for onward distribution to our non-registered shareholders.

Nominees are required to forward the Meeting materials to each OBO unless the OBO has waived the right to receive them. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered shareholder. Meeting materials sent to non-registered holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a “ VIF ”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a non-registered shareholder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the non-registered shareholder. VIFs, whether provided by the Corporation or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit non-registered shareholders to direct the voting of the Shares which they beneficially own. If a non-registered holder who receives a VIF wishes to attend the Meeting or have someone else attend on his, her or its behalf, the non-registered shareholder may appoint a legal proxy as set forth in the VIF, which will give the non-registered shareholder or his, her or its nominee the right to attend and

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vote at the Meeting. Non-registered shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

REVOCATION OF PROXY

If you are a registered shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

• (a) signing a proxy bearing a later date; or

• (b) signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy; or

• (c) attending the Meeting in person and registering with the scrutineer as a registered shareholder present in person.

The later proxy or the notice of revocation must be delivered to the office of our registrar and transfer agent or to our head office at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chairman of the Meeting on the day of the Meeting or any adjournment.

If you are a non-registered shareholder who wishes to revoke a proxy authorization form (voting instructions) or to revoke a waiver of your right to receive Meeting materials and to give voting instructions, you must give written instructions to your Nominee at least seven days before the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

We are authorized to issue an unlimited number of Shares without par value, of which 8,785,172 Shares were issued and outstanding as of the record date, being January 26, 2021.

Persons who are registered shareholders as of the close of business on January 26, 2021 will be entitled to receive notice of, attend, and vote at the Meeting. On a show of hands, every Shareholder and proxy holder will have one vote and, on a poll, every Shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a simple majority of the votes cast will be required to pass an ordinary resolution, and a majority of at least two-thirds of the votes cast will be required to pass a special resolution.

To the knowledge of our directors and executive officers, the following persons beneficially own, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of all voting rights as of January 26, 2021:

Name of Shareholder	Number of Shares Owned	Percentage of Issued and Outstanding Shares
Michael Clemann(1)	3,938,000	44.8%
Jean-Francois Lemay(2)	2,149,750	24.5%
Sean Budnik(3)	1,600,000	18.2%

Notes:

(1) Michael Clemann is President, Chief Executive Officer and director of the Corporation and beneficially holds an aggregate of 3,938,000 Shares through holding companies that he owns and controls, FX Capital Ltd. (2,938,000 Shares) and Rideau Capital Advisors Inc. (1,000,000 Shares).

(2) Jean-Francois Lemay beneficially holds 1,000,000 Shares personally and 1,149,750 Shares registered in the name of his holding company, Ansacha Capital Inc.

(3) Sean Budnik beneficially holds 1,600,000 Shares registered in the name of Allyson Taylor Partners, which he owns or controls.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any nominee for election as a director of the Corporation, 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 election of directors, the appointment of the auditor and as may be set out herein.

PARTICULARS OF MATTERS TO BE ACTED UPON

SHARE CONSOLIDATION

At the Meeting, the Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution (the “ Consolidation Resolution ”) set forth below approving the consolidation of the Corporation’ issued and outstanding Shares. If the Consolidation Resolution is approved, the Board of Directors of the Corporation (the " Board ") will have the authority, in its sole discretion, to implement a consolidation (the “ Consolidation ”) of the Corporation’s issued and outstanding Shares at such ratio (the “ Consolidation Ratio ”) as determined by the Board, provided that such Consolidation Ratio shall be one (1) post-Consolidation Share for no more than ten (10) pre-Consolidation Shares.

Approval of the Consolidation Resolution by the Shareholders would give the Board authority to determine the Consolidation Ratio as set forth above and to implement the Consolidation. In addition, notwithstanding approval of the proposed Consolidation Resolution by the Shareholders, the Board, in its sole discretion, may revoke the Consolidation Resolution, and abandon the Consolidation without further approval or action by or prior notice to the Shareholders.

Effect of the Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Shares and the Consolidation Ratio will be the same for all such Shares. The principal effect of the Consolidation will be that the number of the Shares of the Corporation issued and outstanding will be reduced to an amount equal to the number of the pre-Consolidation Shares of the Corporation then issued and outstanding after applying the Consolidation Ratio. The Consolidation will affect all holders of Shares uniformly and will not affect any Shareholder’s percentage ownership interest in the Corporation, except to the extent that the Consolidation would otherwise result in a Shareholder owning a fractional Share. No fractional post-Consolidation Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Shares. Any fractional interest in Shares resulting from the Consolidation that is less than one-half of a Share will be canceled and any fractional interest in Shares that is at least one-half will be rounded up to the nearest whole Share.

The Corporation currently has an unlimited number of Shares available for issuance and the Consolidation will not have any effect on the number of Shares that remain available for future issuance. The exercise or conversion price and the number of Shares issuable under any convertible securities of The Corporation, including incentive stock options will be proportionately adjusted if the Consolidation is approved by the Shareholders at the Meeting and put into effect.

In general, the Consolidation will not be considered to result in a disposition of the Shares by the Shareholders.

The aggregate adjusted cost base to a Shareholder will not change as a result of the Consolidation; however, the Shareholder’s adjusted cost base per Share will increase.

Implementation of the Consolidation

The Consolidation is subject to receipt of all required regulatory approvals, which may include approval from the TSX Venture Exchange (" TSXV ") even though the Corporation is not currently listed on the TSXV, and to the

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approval of the Consolidation by the Shareholders at the Meeting. If these approvals are received, the Consolidation will be effected at a time determined by the Board of Directors and announced by a press release of the Corporation. Notwithstanding if the approvals are received, the Corporation may determine not to proceed with the Consolidation at the discretion of the Board of Directors.

If the Consolidation does proceed, registered holders of Shares will receive a letter of transmittal providing instructions with respect to exchanging their certificates representing pre-Consolidation Shares for postConsolidation Shares.

Upon completion of the Consolidation the Corporation is required to obtain a new CUSIP number.

Shareholder Approval Being Sought

The Shareholders of the Corporation will be asked at the Meeting to consider and, if deemed advisable, to approve, with or without amendment the following special resolution:

“ IT IS RESOLVED, AS A SPECIAL RESOLUTION, THAT :

1. the Corporation be and it is hereby authorized to consolidate (the " Consolidation ") all of its issued Common Shares without par value at such ratio (the “ Consolidation Ratio ”) as determined by the Corporation's Board of Directors, provided that such Consolidation Ratio shall be no more than ten (10) of pre-Consolidation Common Shares without par value being consolidated into one (1) post-Consolidation Common Share without par value;

2. if the Consolidation would result in a holder of Common Shares owning a fractional post-Consolidation Common Share. No fractional post-Consolidation Common Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Shares. Any fractional interest in post-Consolidation Common Shares resulting from the Consolidation that is less than one-half of a post-Consolidation Common Share will be canceled and any fractional interest in post-Consolidation Common Shares that is at least one-half will be rounded up to the nearest whole post-Consolidation Common Share;

3. any director or officer of the Corporation be and is hereby authorized and directed on behalf of the Corporation to sign and deliver all documents and to do all things necessary and advisable in connection with the foregoing and to determine the timing thereof;

4. notwithstanding the approval of the proposal to consolidate the issued share capital of the Corporation, the directors of the Corporation be and they are hereby authorized without further approval of the Shareholders to revoke the resolution consolidating the issued share capital of the Corporation before it is acted upon if the directors deem it would be in the best interests of the Corporation; and

5. notwithstanding the approval of the proposal to consolidate the issued share capital of the Corporation, the directors of the Corporation be and they are hereby authorized without further approval of the Shareholders to modify, vary or amend such terms and conditions in respect of the Consolidation as may be required by the regulatory authorities having jurisdiction or as the Board of Directors may in its sole discretion deem in the best interests of the Corporation, and the directors are further authorized to abandon such transactions and matters, in whole or in part.”

The Board recommends the Shareholders vote FOR approving the Consolidation Resolution.

An “special resolution” is a resolution passed by the Shareholders of the Corporation at a general meeting by a majority of two-thirds of the votes cast in person or by proxy.

In order to be effective, the foregoing special resolution must be approved by a majority of two-thirds of the votes cast by those Shareholders of the Corporation who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

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Unless the Shareholder has specified in the enclosed form of proxy that the Shares represented by such proxy are to be voted against the Consolidation Resolution, the persons named in the enclosed form of proxy will vote FOR the Consolidation Resolution.

NAME CHANGE

General

At the Meeting, the Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without amendment, a special resolution (the “ Name Change Resolution ”) authorizing an amendment to the by-laws of the Corporation in order to change the name (the “ Name Change ”) of the Corporation to such name as the Board determines appropriate and which all applicable regulatory authorities may accept.

Approval of the Name Change Resolution by the Shareholders would give the Board authority to implement the Name Change. In addition, notwithstanding approval of the proposed Name Change by the Shareholders, the Board, in its sole discretion, may revoke the Name Change Resolution, and abandon the Name Change without further approval or action by or prior notice to the Shareholders.

Shareholder Approval Being Sought

The Shareholders of the Corporation will be asked at the Meeting to consider and, if deemed advisable, to approve, with or without amendment the following special resolution:

“ IT IS RESOLVED, AS A SPECIAL RESOLUTION THAT :

1. the name of the Corporation be changed to such name as the Board of Directors of the Corporation determines appropriate and which all applicable regulatory authorities may accept the Name Change;

2. the by-laws of the Corporation be amended with respect to the Name Change;

3. any one director or officer be and is hereby authorized to sign under the Canada Business Corporations Act Certificate of Amendment of the Corporation in the prescribed form, in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

4. the directors may revoke this special resolution without further approval of the Shareholders at any time prior to the Certificate of Amendment or articles in respect of such amendment.”

The Board recommends the Shareholders vote FOR approving the Name Change Resolution.

An “special resolution” is a resolution passed by the Shareholders of the Corporation at a general meeting by a majority of two-thirds of the votes cast in person or by proxy.

In order to be effective, the foregoing special resolution must be approved by a majority of two-thirds of the votes cast by those Shareholders of the Corporation who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

Unless the Shareholder has specified in the enclosed form of proxy that the Name Change Resolution represented by such proxy are to be voted against the Name Change Resolution, the persons named in the enclosed form of proxy will vote FOR the Name Change Resolution.

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CHANGE OF REGISTERED OFFICE

The Corporation intends to change the address of its registered office to the Province of British Columbia and more specifically to 1000 – 595 Burrard Street, Vancouver, British Columbia V7X 1S8, or such other address as the Board, in its sole discretion deems appropriate (the " Change of Registered Office ").

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution (the " Change of Registered Office Resolution ") authorizing the amendment of the articles of the Corporation to allow the Corporation to change its registered office to the Province of British Columbia.

Shareholder Approval Being Sought

The Shareholders of the Corporation will be asked at the Meeting to consider and, if deemed advisable, to approve, with or without amendment the following special resolution:

" RESOLVED as a special resolution of the Corporation that:

• (1) the articles of the Corporation are amended to allow the Corporation to change its registered office to the Province of British Columbia and specifically to change the address of the registered office of the Corporation to 1000 – 595 Burrard Street, Vancouver, British Columbia V7X 1S8, or such other address as the Board, in its sole discretion, deems appropriate and as the Canada Business Corporations Act may permit;

• (2) any one director or officer be and is hereby authorized to sign under the Canada Business Corporations Act Certificate of Amendment of the Corporation in the prescribed form, in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (3) the directors may revoke this special resolution without further approval of the Shareholders at any time prior to the Certificate of Amendment or articles in respect of such amendment."

The Board recommends the Shareholders vote FOR approving the Change of Registered Office Resolution.

An “special resolution” is a resolution passed by the Shareholders of the Corporation at a general meeting by a majority of two-thirds of the votes cast in person or by proxy.

In order to be effective, the foregoing special resolution must be approved by a majority of two-thirds of the votes cast by those Shareholders of the Corporation who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

Unless the Shareholder has specified in the enclosed form of proxy that the Change of Registered Office Resolution represented by such proxy are to be voted against the Change of Registered Office Resolution, the persons named in the enclosed form of proxy will vote FOR the Change of Registered Office Resolution.

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ADDITIONAL INFORMATION

Additional information about us is located under our profile on SEDAR at www.sedar.com. Shareholders may request copies of our financial statements and Management’s Discussion and Analysis (“ MD&A ”) by writing to the Corporation’s Chief Executive Officer, Michael Clemann. The audited financial statements and MD&A are also available on SEDAR.

DIRECTORS’ APPROVAL

The Corporation’s Board of Directors has approved the contents of this Management Information Circular and sending it to the shareholders.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael Clemann"

Michael Clemann, President, CEO and Director